<PAGE>

                                                                       EXECUTION

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

                       GREENWICH CAPITAL ACCEPTANCE, INC.,
                                    Depositor

                       THORNBURG MORTGAGE HOME LOANS, INC.
                                     Seller

                  WASHINGTON MUTUAL MORTGAGE SECURITIES CORP.,
                                 Master Servicer

                             THE MURRAYHILL COMPANY,
                             Loss Mitigation Advisor

                            BANKERS TRUST (DELAWARE),
                                Delaware Trustee

                                       and

                   BANKERS TRUST COMPANY OF CALIFORNIA, N.A.,
                              Trustee and Custodian

                         POOLING AND SERVICING AGREEMENT

                          Dated as of December 1, 2001

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

                   Thornburg Mortgage Securities Trust 2001-2

             Mortgage Loan Pass-Through Certificates, Series 2001-2

<PAGE>

                                TABLE OF CONTENTS
                                                                            PAGE

ARTICLE I DEFINITIONS; DECLARATION OF TRUST....................................4

   Section 1.01.   Defined Terms...............................................4
   Section 1.02.   Declaration of Trust.......................................37
   Section 1.03.   Accounting.................................................38

ARTICLE II CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES....38

   Section 2.01.   Conveyance of Mortgage Loans...............................38
   Section 2.02.   Acceptance by Trustee......................................41
   Section 2.03.   Repurchase or Substitution of Mortgage Loans by the
                   Seller.....................................................43
   Section 2.04.   Representations and Warranties of the Seller with
                   Respect to the Mortgage Loans..............................45
   Section 2.05.   [Reserved].................................................46
   Section 2.06.   Representations and Warranties of the Depositor............46
   Section 2.07.   Issuance of Certificates...................................48
   Section 2.08.   Representations and Warranties of the Seller...............48
   Section 2.09.   Covenants of the Seller....................................50

ARTICLE III ADMINISTRATION AND SERVICING OF THE MORTGAGE LOANS; LOSS
            MITIGATION ADVISOR................................................50

   Section 3.01.   Master Servicer to Service and Administer the Loans........50
   Section 3.02.   Servicing Agreements Between Master Servicer and
                   Servicers..................................................52
   Section 3.03.   Successor Servicers........................................52
   Section 3.04.   Liability of the Master Servicer...........................52
   Section 3.05.   No Contractual Relationship Between Servicers and the
                   Trustee or Certificateholders..............................53
   Section 3.06.   Assumption or Termination of Servicing Agreements
                   by Trustee.................................................53
   Section 3.07.   Collection of Certain Mortgage Loan Payments...............53
   Section 3.08.   Servicing Accounts.........................................54
   Section 3.09.   Collection of Taxes, Assessments and Similar Items.........54
   Section 3.10.   Collection Account and Distribution Account................55
   Section 3.11.   Withdrawals from the Collection Account and
                   Distribution Account.......................................57
   Section 3.12.   Investment of Funds in the Accounts........................59
   Section 3.13.   [Reserved].................................................60
   Section 3.14.   Maintenance of Hazard Insurance, Primary Insurance
                   Polices and Errors and Omissions and Fidelity Coverage.....60
   Section 3.15.   Enforcement of Due-On-Sale Clauses; Assumption
                   Agreements.................................................62
   Section 3.16.   Realization upon Defaulted Mortgage Loans..................63
   Section 3.17.   Trustee to Cooperate; Release of Mortgage Files............65
   Section 3.18.   Servicing Compensation.....................................66
   Section 3.19.   Reports to the Trustee; Collection Account Statements......66

                                       i
<PAGE>

   Section 3.20.   Statement as to Compliance.................................66
   Section 3.21.   Independent Public Accountants' Servicing Report...........67
   Section 3.22.   Access to Certain Documentation; Filing of Reports
                   by Trustee.................................................67
   Section 3.23.   Title, Management and Disposition of REO Property..........67
   Section 3.24.   Obligations of the Master Servicer in Respect of
                   Prepayment Interest Shortfalls.............................70
   Section 3.25.   [Reserved].................................................71
   Section 3.26.   [Reserved].................................................71
   Section 3.27.   [Reserved].................................................71
   Section 3.28.   Representations and Warranties of the Master Servicer......71
   Section 3.29.   Closing Certificate and Opinion............................73
   Section 3.30.   Duties of the Loss Mitigation Advisor......................73
   Section 3.31.   Limitation Upon Liability of the Loss Mitigation Advisor...74
   Section 3.32.   Limitation on Liability of the Master Servicer.............74

ARTICLE IV FLOW OF FUNDS......................................................74

   Section 4.01.   Distributions..............................................74
   Section 4.02.   [Reserved].................................................77
   Section 4.03.   Allocation of Realized Losses..............................77
   Section 4.04.   Statements.................................................78
   Section 4.05.   Remittance Reports; Advances...............................83
   Section 4.06.   Purchase of Certain Loans..................................84

ARTICLE V THE CERTIFICATES....................................................84

   Section 5.01.   The Certificates...........................................84
   Section 5.02.   Registration of Transfer and Exchange of Certificates......85
   Section 5.03.   Mutilated, Destroyed, Lost or Stolen Certificates..........90
   Section 5.04.   Persons Deemed Owners......................................90
   Section 5.05.   Appointment of Paying Agent................................91

ARTICLE VI THE SELLER AND THE DEPOSITOR; RESIGNATION OF SERVICERS.............91

   Section 6.01.   Liability of the Seller and the Depositor..................91
   Section 6.02.   Merger or Consolidation of, or Assumption of the
                   Obligations of, the Seller or the Depositor................91
   Section 6.03.   [Reserved].................................................92
   Section 6.04.   Resignation of Master Servicer, Servicers..................92

ARTICLE VII DEFAULT...........................................................92

   Section 7.01.   Master Servicer Event of Termination.......................92
   Section 7.02.   Trustee to Act.............................................94
   Section 7.03.   Waiver of Master Servicer Event of Termination.............95
   Section 7.04.   Notification to Certificateholders.........................95
   Section 7.05.   Consolidation or Merger of the Master Servicer.............95

ARTICLE VIII THE TRUSTEE......................................................96

                                       ii
<PAGE>

   Section 8.01.   Duties of Trustee..........................................96
   Section 8.02.   Certain Matters Affecting the Trustee......................97
   Section 8.03.   Trustee Not Liable for Certificates, Mortgage Loans
                   or Additional Collateral...................................98
   Section 8.04.   Trustee May Own Certificates...............................99
   Section 8.05.   Trustee's Fees and Expenses................................99
   Section 8.06.   Eligibility Requirements for Trustee......................100
   Section 8.07.   Resignation or Removal of Trustee.........................100
   Section 8.08.   Successor Trustee.........................................101
   Section 8.09.   Merger or Consolidation of Trustee........................101
   Section 8.10.   Appointment of Co-Trustee or Separate Trustee.............102
   Section 8.11.   Limitation of Liability...................................103
   Section 8.12.   Trustee May Enforce Claims Without Possession of
                   Certificates..............................................103
   Section 8.13.   Suits for Enforcement.....................................104
   Section 8.14.   Waiver of Bond Requirement................................104
   Section 8.15.   Waiver of Inventory, Accounting and Appraisal
                   Requirement...............................................104
   Section 8.16.   Appointment of Custodians.................................104
   Section 8.17.   Delaware Trustee..........................................105

ARTICLE IX REMIC ADMINISTRATION..............................................107

   Section 9.01.   REMIC Administration......................................107
   Section 9.02.   Prohibited Transactions and Activities....................109

ARTICLE X TERMINATION........................................................109

   Section 10.01.  Termination...............................................109
   Section 10.02.  Additional Termination Requirements.......................111

ARTICLE XI DISPOSITION OF TRUST ASSETS.......................................111

   Section 11.01.  Disposition of Trust Assets...............................111

ARTICLE XII MISCELLANEOUS PROVISIONS.........................................112

   Section 12.01.  Amendment.................................................112
   Section 12.02.  Recordation of Agreement; Counterparts....................113
   Section 12.03.  Limitation on Rights of Certificateholders................113
   Section 12.04.  Governing Law; Jurisdiction...............................114
   Section 12.05.  Notices...................................................114
   Section 12.06.  Severability of Provisions................................115
   Section 12.07.  Article and Section References............................115
   Section 12.08.  Notice to the Rating Agency...............................115
   Section 12.09.  Further Assurances........................................116
   Section 12.10.  Benefits of Agreement.....................................116
   Section 12.11.  Acts of Certificateholders................................116

                                      iii
<PAGE>

EXHIBITS AND SCHEDULES:
----------------------

Exhibit A     Form of Senior Certificate.....................................A-1
Exhibit B-1   Form of Class A-R Certificate................................B-1-1
Exhibit B-2   Form of Class LTA-R Certificate..............................B-2-1
Exhibit C     Form of Subordinate Certificate................................C-1
Exhibit D     [Reserved]
Exhibit E     Form of Reverse of the Certificates............................E-1
Exhibit F     Request for Release............................................F-1
Exhibit G-1   Form of Initial Certification of Trustee.....................G-1-1
Exhibit G-2   Form of Final Certification of Trustee.......................G-2-1
Exhibit G-3   Form of Receipt of Mortgage Note.............................G-3-1
Exhibit H     Form of Lost Note Affidavit....................................H-1
Exhibit I-1   Form of ERISA Representation [Class LTA-R]...................I-1-1
Exhibit I-2   Form of ERISA Representation [Class B-4, Class B-5,
              Class B-6]...................................................I-2-1
Exhibit J-1   Form of Investment Letter [Non-Rule 144A]....................J-1-1
Exhibit J-2   Form of Rule 144A Investment Letter..........................J-2-1
Exhibit K     Form of Transferor Certificate.................................K-1
Exhibit L     Form of Residual Certificate Affidavit of Transfer.............L-1

Schedule I    Mortgage Loan Schedule

                                       iv
<PAGE>

         This Pooling and Servicing Agreement is dated as of December 1, 2001
(the "AGREEMENT"), among GREENWICH CAPITAL ACCEPTANCE, INC., a Delaware
corporation, as depositor (the "DEPOSITOR"), THORNBURG MORTGAGE HOME LOANS,
INC., a Delaware corporation, as seller (the "SELLER"), WASHINGTON MUTUAL
MORTGAGE SECURITIES CORP., a Delaware corporation, as master servicer (the
"MASTER SERVICER"), THE MURRAYHILL COMPANY, a Colorado corporation, as loss
mitigation advisor (the "LOSS MITIGATION ADVISOR"), BANKERS TRUST (Delaware), a
Delaware banking corporation (the "DELAWARE TRUSTEE") and BANKERS TRUST COMPANY
OF CALIFORNIA, N.A., a national banking association, as trustee (the "TRUSTEE").

                             PRELIMINARY STATEMENT:

         The Depositor intends to sell pass-through certificates (collectively,
the "CERTIFICATES"), to be issued hereunder in multiple classes, which in the
aggregate will evidence the entire beneficial ownership interest in the Trust
Fund created hereunder. The Certificates will consist of ten classes of
certificates, designated as (i) the Class A Certificates, (ii) the Class A-R
Certificate, (iii) the Class LTA-R Certificate, (iv) the Class B-1 Certificates,
(v) the Class B-2 Certificates, (vi) the Class B-3 Certificates, (vii) the Class
B-4 Certificates, (viii) the Class B-5 Certificates and (ix) the Class B-6
Certificates.

         For federal income tax purposes, the Trust Fund will consist of two
REMICs, the Lower Tier REMIC and the Upper Tier REMIC. The "LOWER TIER REMIC"
will hold as its assets all of the assets constituting the Trust Fund and will
issue the "LOWER TIER REMIC REGULAR INTERESTS" (which will be uncertificated and
will represent the "regular interests" in the Lower Tier REMIC) and the Class
LTA-R Certificate, which will be the single "residual interest" in the Lower
Tier REMIC. The Trustee will hold the Lower Tier REMIC Regular Interests. On
each Distribution Date, following the allocation of Realized Losses and payments
of principal, each Lower Tier REMIC Interest will have a principal balance equal
to that of its Upper Tier REMIC Corresponding Class.

         The "UPPER TIER REMIC" will hold as its assets the Lower Tier REMIC
Regular Interests and will issue the Regular Certificates (which will represent
the "regular interests" in the Upper Tier REMIC) and the Class A-R Certificate,
which will represent the single "residual interest" in the Upper Tier REMIC.

         All REMIC regular and residual interests created hereby will be retired
on or before the Latest Possible Maturity Date.


                                       1
<PAGE>

         The following table irrevocably sets forth the designation, the
uncertificated Lower Tier REMIC Pass-Through Rate, the initial uncertificated
Principal Balance, the Upper Tier REMIC Corresponding Class and the allocation
of principal and interest for each of the Lower Tier REMIC Regular Interests,
each of which is hereby designated as a REMIC regular interest for purposes of
the REMIC Provisions. None of the Lower Tier REMIC Regular Interests will be
certificated.


<TABLE>
<CAPTION>
===========================================================================================================================
                           Initial           Uncertificated
                        Uncertificated      Lower Tier REMIC     Allocation of       Allocation of      Upper Tier REMIC
    Designation        Principal Balance    Pass-Through Rate       Principal           Interest       Corresponding Class
---------------------------------------------------------------------------------------------------------------------------
<S>                       <C>                      <C>              <C>                <C>                  <C>
Class L-A-1               $417,739,000.00          (1)              Class A            Class A                  A
---------------------------------------------------------------------------------------------------------------------------
Class L-A-2                       $100.00          (1)              Class A-R          Class A-R            Class A-R
---------------------------------------------------------------------------------------------------------------------------
Class L-B-1                 $4,095,000.00          (1)              Class B-1          Class B-1               B-1
---------------------------------------------------------------------------------------------------------------------------
Class L-B-2                 $3,233,000.00          (1)              Class B-2          Class B-2               B-2
---------------------------------------------------------------------------------------------------------------------------
Class L-B-3                 $2,586,000.00          (1)              Class B-3          Class B-3               B-3
---------------------------------------------------------------------------------------------------------------------------
Class L-B-4                 $1,077,000.00          (1)              Class B-4          Class B-4               B-4
---------------------------------------------------------------------------------------------------------------------------
Class L-B-5                   $862,000.00          (1)              Class B-5          Class B-5               B-5
---------------------------------------------------------------------------------------------------------------------------
Class L-B-6                 $1,511,673.91          (1)              Class B-6          Class B-6               B-6
---------------------------------------------------------------------------------------------------------------------------
Class LTA-R                       (2)              (2)              N/A                N/A                     N/A
===========================================================================================================================
</TABLE>

(1)   Calculated pursuant to the definition of "Net WAC".

(2)   The Class LTA-R Certificate will not have a principal balance or stated
      pass-through rate, but will be entitled solely to distributions of
      Residual Funds and any amounts remaining in the Lower Tier REMIC after all
      required distributions have been made on the Lower Tier Regular Interests.

                                       2
<PAGE>

         The following table sets forth (or describes) the Class designation,
Pass-Through Rate and Original Class Certificate Principal Balance or Original
Class Certificate Notional Balance for each Class of Certificates comprising the
interests in the Upper Tier REMIC created hereunder each of which, except for
the Class A-R Certificate, is hereby designated a REMIC regular interest for
purposes of the REMIC Provisions:

================================================================================
                               Original Class
                            Certificate Principal                Pass-Through
        Class                      Balance                           Rate
--------------------------------------------------------------------------------
Class A                           $417,739,000.00                    (1)
--------------------------------------------------------------------------------
Class A-R                                 $100.00                    (1)
--------------------------------------------------------------------------------
Class B-1                           $4,095,000.00                    (1)
--------------------------------------------------------------------------------
Class B-2                           $3,233,000.00                    (1)
--------------------------------------------------------------------------------
Class B-3                           $2,586,000.00                    (1)
--------------------------------------------------------------------------------
Class B-4                           $1,077,000.00                    (1)
--------------------------------------------------------------------------------
Class B-5                             $862,000.00                    (1)
--------------------------------------------------------------------------------
Class B-6                           $1,511,673.91                    (1)
================================================================================

(1)      Calculated pursuant to the definition of Net WAC.

                                       3
<PAGE>

                                    ARTICLE I

                        DEFINITIONS; DECLARATION OF TRUST

         SECTION 1.01. Defined Terms.

         Whenever used in this Agreement or in the Preliminary Statement, the
following words and phrases, unless the context otherwise requires, shall have
the meanings specified in this Article. All calculations of interest described
herein shall be made on the basis of an assumed 360-day year consisting of
twelve 30-day months.

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

         "ACCOUNT":  Either the Collection Account or the Distribution Account.

         "ACCRUAL PERIOD": With respect to each Distribution Date and any Class
of Certificates, the calendar month prior to the month of that Distribution
Date.

         "ADDITIONAL COLLATERAL": With respect to any Additional Collateral
Mortgage Loan, the marketable securities subject to a security interest pursuant
to the related pledge agreement.

         "ADDITIONAL COLLATERAL MORTGAGE LOAN": Each Mortgage Loan identified as
such in the Mortgage Loan Schedule and as to which Additional Collateral is then
required to be provided as security therefor.

         "ADJUSTED NET LOAN RATE": With respect to any Mortgage Loan (or related
REO Property), as of any date of determination, a per annum rate of interest
equal to the Net Loan Rate minus the Trustee Fee Rate.

         "ADJUSTMENT DATE": With respect to each Mortgage Loan, each adjustment
date on which the related Loan Rate changes pursuant to the related Mortgage
Note. The first Adjustment Date following the Cut-Off Date as to each Mortgage
Loan is set forth in the Mortgage Loan Schedule.

         "ADVANCE": As to any Mortgage Loan or REO Property, any advance made by
the Master Servicer in respect of any Distribution Date pursuant to Section
4.05.

         "ADVERSE REMIC EVENT": As defined in Section 9.01(f) hereof.

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

         "AGREEMENT": This Pooling and Servicing Agreement, dated as of December
1, 2001, as amended, supplemented and otherwise modified from time to time.

                                       4
<PAGE>

         "AGGREGATE SUBORDINATE PERCENTAGE": As to any Distribution Date, the
percentage equivalent of a fraction the numerator of which is the aggregate of
the Class Certificate Principal Balances of the Classes of Subordinate
Certificates and the denominator of which is the Pool Balance for such
Distribution Date.

         "APPLICABLE CREDIT SUPPORT PERCENTAGE":  As defined in Section 4.01(e).

         "ASSIGNMENT": As to any Mortgage, an assignment of mortgage, notice of
transfer or equivalent instrument, in recordable form, which is sufficient,
under the laws of the jurisdiction in which the related Mortgaged Property is
located, to reflect or record the sale of such Mortgage.

         "AVAILABLE FUNDS": As to any Distribution Date, an amount equal to (i)
the sum of (a) the aggregate of the Monthly Payments received on or prior to the
related Determination Date (excluding Monthly Payments due in future Due Periods
but received by the related Determination Date), (b) Net Liquidation Proceeds,
Insurance Proceeds, Principal Prepayments and other unscheduled recoveries of
principal and interest in respect of the Mortgage Loans received (x) for the
first Distribution Date, during the period from the Cut-Off Date through January
14, 2002, and (y) for any Distribution Date thereafter, the related Prepayment
Period, (c) the aggregate of any amounts received in respect of REO Properties
for such Distribution Date, (d) the aggregate of any amounts of Compensating
Interest deposited in the Collection Account by the Master Servicer for that
Distribution Date, (e) the aggregate of the Purchase Prices, Substitution
Adjustments and amounts collected for purchases pursuant to Section 4.06
deposited in the Collection Account during the related Prepayment Period, (f)
the aggregate of any Advances made by the Master Servicer for that Distribution
Date, (g) the aggregate of any Advances made by the Trustee for that
Distribution Date pursuant to Section 7.02 hereof and (h) the Termination Price
on the Distribution Date on which the Trust is terminated; minus (ii) the sum of
(x) amounts in reimbursement for Advances previously made in respect of the
Mortgage Loans and other amounts as to which the Master Servicer is entitled to
be reimbursed pursuant to Section 3.11, (y) the amount payable to the Trustee
pursuant to Section 8.05 and (z) amounts deposited in the Collection Account or
the Distribution Account, as the case may be, in error.

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

         "BANKRUPTCY COVERAGE TERMINATION DATE": The date on which the
Bankruptcy Loss Coverage Amount is reduced to zero.

         "BANKRUPTCY LOSS": With respect to any Mortgage Loan, a Deficient
Valuation or Debt Service Reduction.

         "BANKRUPTCY LOSS COVERAGE AMOUNT": As of any Determination Date, the
Initial Bankruptcy Loss Coverage Amount as reduced by the aggregate amount of
Bankruptcy Losses allocated to the Certificates since the Cut-Off Date;
provided, however, that the Bankruptcy Loss Coverage Amount may also be reduced
pursuant to a letter from the Rating Agency to the

                                       5
<PAGE>

Trustee to the effect that any such reduction will not result in a downgrading
of the then current ratings assigned by the Rating Agency to the Classes of
Senior Certificates.

         "BASE VALUE": With respect to any Mortgage Loan for which Additional
Collateral has been pledged, the value of the Additional Collateral as
determined with respect to that Mortgage Loan in accordance with the applicable
underwriting guidelines.

         "BOOK-ENTRY CERTIFICATES": Any of the Certificates that shall be
registered in the name of the Depository or its nominee, the ownership of which
is reflected on the books of the Depository or on the books of a Person
maintaining an account with the Depository (directly, as a "Depository
Participant", or indirectly, as an indirect participant in accordance with the
rules of the Depository and as described in Section 5.02 hereof). On the Closing
Date, all Classes of the Certificates other than the Physical Certificates shall
be Book-Entry Certificates.

         "BUSINESS DAY": Any day other than a Saturday, a Sunday or a day on
which banking or savings institutions in the State of California, the State of
Illinois, the State of New York or in the city in which the Corporate Trust
Office of the Trustee is located are authorized or obligated by law or executive
order to be closed.

         "CERTIFICATE": Any Regular Certificate or Residual Certificate.

         "CERTIFICATEHOLDER" or "HOLDER": The Person in whose name a Certificate
is registered in the Certificate Register, except that a Disqualified
Organization or non-U.S. Person shall not be a Holder of a Residual Certificate
for any purpose hereof.

         "CERTIFICATE GUARANTY SURETY BOND": With respect to the Additional
Collateral Mortgage Loans acquired by the Seller from MSDWCC, the Limited
Purpose Surety Bond (No. ABO240BE) issued by the Surety.

         "CERTIFICATE NOTIONAL BALANCE": Not applicable.

         "CERTIFICATE OF TRUST": The certificate of trust filed with the
Delaware Secretary of State in respect of the Trust pursuant to Section 3810 of
the DBTA.

         "CERTIFICATE OWNER": With respect to each Book-Entry Certificate, any
beneficial owner thereof.

         "CERTIFICATE PRINCIPAL BALANCE": With respect to each Certificate of a
given Class and any date of determination, the product of (i) the Class
Certificate Principal Balance of such Class and (ii) the applicable Percentage
Interest of such Certificate.

         "CERTIFICATE REGISTER" and "CERTIFICATE REGISTRAR": The register
maintained and registrar appointed pursuant to Section 5.02 hereof.

         "CLASS": Collectively, Certificates that have the same priority of
payment and bear the same class designation and the form of which is identical
except for variation in the Percentage Interest evidenced thereby.

                                       6
<PAGE>

         "CLASS A CERTIFICATE": Any of the Class A Certificates as designated on
the face thereof, executed by the Trustee and authenticated and delivered by the
Certificate Registrar, substantially in the form annexed hereto as Exhibit A,
evidencing the ownership of a "regular interest" in the Upper Tier REMIC and
representing the right to distributions as set forth herein and therein.

         "CLASS A-R CERTIFICATE": The Class A-R Certificate as designated on the
face thereof, executed by the Trustee, and authenticated and delivered by the
Certificate Registrar, substantially in the form annexed hereto as Exhibit B-1,
evidencing the ownership of the sole class of "residual interests" in the Upper
Tier REMIC and representing the right to distributions as set forth herein and
therein.

         "CLASS B-1 CERTIFICATE": Any of the Class B-1 Certificates as
designated on the face thereof, executed by the Trustee and authenticated and
delivered by the Certificate Registrar, substantially in the form annexed hereto
as Exhibit C, evidencing the ownership of a "regular interest" in the Upper Tier
REMIC and representing the right to distributions as set forth herein and
therein.

         "CLASS B-2 CERTIFICATE": Any of the Class B-2 Certificates as
designated on the face thereof, executed by the Trustee and authenticated and
delivered by the Certificate Registrar, substantially in the form annexed hereto
as Exhibit C, evidencing the ownership of a "regular interest" in the Upper Tier
REMIC and representing the right to distributions as set forth herein and
therein.

         "CLASS B-3 CERTIFICATE": Any of the Class B-3 Certificates as
designated on the face thereof, executed by the Trustee and authenticated and
delivered by the Certificate Registrar, substantially in the form annexed hereto
as Exhibit C, evidencing the ownership of a "regular interest" in the Upper Tier
REMIC and representing the right to distributions as set forth herein and
therein.

         "CLASS B-4 CERTIFICATE": Any of the Class B-4 Certificates as
designated on the face thereof, executed by the Trustee and authenticated and
delivered by the Certificate Registrar, substantially in the form annexed hereto
as Exhibit C, evidencing the ownership of a "regular interest" in the Upper Tier
REMIC and representing the right to distributions as set forth herein and
therein.

         "CLASS B-5 CERTIFICATE": Any of the Class B-5 Certificates as
designated on the face thereof, executed by the Trustee and authenticated and
delivered by the Certificate Registrar, substantially in the form annexed hereto
as Exhibit C, evidencing the ownership of a "regular interest" in the Upper Tier
REMIC and representing the right to distributions as set forth herein and
therein.

         "CLASS B-6 CERTIFICATE": Any of the Class B-6 Certificates as
designated on the face thereof, executed by the Trustee and authenticated and
delivered by the Certificate Registrar, substantially in the form annexed hereto
as Exhibit C, evidencing the ownership of a "regular interest" in the Upper Tier
REMIC and representing the right to distributions as set forth herein and
therein.

                                       7
<PAGE>

         "CLASS LTA-R CERTIFICATE": The Class LTA-R Certificate as designated on
the face thereof, executed by the Trustee and authenticated and delivered by the
Certificate Registrar, substantially in the form annexed hereto as Exhibit B-2,
evidencing the ownership of the sole class of "residual interests" in the Lower
Tier REMIC and representing the right to distributions as set forth herein and
therein.

         "CLASS CERTIFICATE PRINCIPAL BALANCE": As to any Distribution Date,
with respect to any Class of Certificates, the Original Class Certificate
Principal Balance as reduced by the sum of (x) all amounts actually distributed
in respect of principal of that Class on all prior Distribution Dates, (y) all
Realized Losses, including Bankruptcy Losses, Special Hazard Losses, Fraud
Losses and Excess Losses, if any, actually allocated to that Class on all prior
Distribution Dates and (z) in the case of the Subordinate Certificates, any
applicable Writedown Amount.

         "CLASS CERTIFICATE NOTIONAL BALANCE":  Not applicable.

         "CLASS SUBORDINATION PERCENTAGE": With respect to each Class of
Subordinate Certificates and any Distribution Date, the percentage equivalent of
a fraction the numerator of which is the Class Certificate Principal Balance of
such Class immediately before such Distribution Date and the denominator of
which is the aggregate of the Class Certificate Principal Balances of all
Classes of Certificates immediately before such Distribution Date.

         "CLOSE OF BUSINESS": As used herein, with respect to any Business Day
and location, 5:00 p.m. at such location.

         "CLOSING DATE": December 21, 2001.

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

         "COLLECTION ACCOUNT": The account or accounts created and maintained by
the Master Servicer pursuant to Section 3.10, which shall be entitled
"Washington Mutual Mortgage Securities Corp., as Master Servicer for Bankers
Trust Company of California, N.A., as Trustee, in trust for the registered
Holders of Thornburg Mortgage Securities Trust 2001-2, Mortgage Pass-Through
Certificates Series 2001-2" and which must be an Eligible Account.

         "COMMISSION": U.S. Securities and Exchange Commission.

         "COMPENSATING INTEREST": With respect to any Distribution Date, the
lesser of (i) the sum of (a) the aggregate Master Servicing Fee, (b) the
aggregate Payoff Earnings and (c) the aggregate Payoff Interest and (ii) the
aggregate Uncollected Interest, in each case, for such date.

         "COMPENSATING INTEREST PAYMENT": With respect to any Distribution Date,
Compensating Interest.

         "CONVERTED LOAN": Any Mortgage Loan as to which the Mortgagor
thereunder has exercised its right under the related Mortgage Note to convert
the adjustable Loan Rate thereon to a fixed Loan Rate.

                                       8
<PAGE>

         "COOPERATIVE CORPORATION": The entity that holds title (fee or an
acceptable leasehold estate) to the real property and improvements constituting
the Cooperative Property and which governs the Cooperative Property, which
Cooperative Corporation must qualify as a Cooperative Housing Corporation under
Section 216 of the Code.

         "COOPERATIVE LOAN": Any Mortgage Loan secured by Cooperative Shares and
a Proprietary Lease.

         "COOPERATIVE LOAN DOCUMENTS": As to any Cooperative Loan, (i) the
Cooperative Shares, together with a stock power in blank; (ii) the original or a
copy of the executed Security Agreement; (iii) the original or a copy of the
executed Proprietary Lease and the original assignment of the Proprietary Lease
endorsed in blank; (iv) the original executed Recognition Agreement and, if
available, the original assignment of the Recognition Agreement (or a blanket
assignment of all Recognition Agreements) endorsed in blank; (v) the executed
UCC-1 financing statement with evidence of recording thereon, which has been
filed in all places required to perfect the security interest in the Cooperative
Shares and the Proprietary Lease; and (vi) executed UCC-3 financing statements
(or copies thereof) or other appropriate UCC financing statements required by
state law, evidencing a complete and unbroken line from the mortgagee to the
Trustee with evidence of recording thereon (or in a form suitable for
recordation).

         "COOPERATIVE PROPERTY": The real property and improvements owned by the
Cooperative Corporation, that includes the allocation of individual dwelling
units to the holders of the Cooperative Shares of the Cooperative Corporation.

         "COOPERATIVE SHARES": Shares issued by a Cooperative Corporation.

         "COOPERATIVE UNIT": A single family dwelling located in a Cooperative
Property.

         "CORPORATE TRUST OFFICE": The principal corporate trust office of the
Trustee at which at any particular time its corporate trust business in
connection with this Agreement shall be administered, which office at the date
of the execution of this instrument is located at 1761 East St. Andrew Place,
Santa Ana, CA 92705, Attention: Thornburg 2001-2 TM0102, or at such other
address as the Trustee may designate from time to time by notice to the
Certificateholders, the Depositor and the Seller.

         "CORRESPONDING CLASS": With respect to each Lower Tier REMIC Regular
Interest, the Upper Tier REMIC Corresponding Class set forth in the Preliminary
Statement.

         "CROSSOVER DATE": Not applicable.

         "CURTAILMENT": Any Principal Prepayment in part made on a Mortgage
Loan.

         "CURTAILMENT SHORTFALL": With respect to any Curtailment, an amount
equal to one month's interest on such Curtailment at the applicable Net Loan
Rate on such Mortgage Loan.

         "CUSTODIAN": Bankers Trust Company of California, N.A., and its
successors acting as custodian of the Mortgage Files.

                                       9
<PAGE>

         "CUT-OFF DATE": With respect to any Mortgage Loan other than a
Qualified Substitute Mortgage Loan, the Close of Business in New York City on
December 1, 2001. With respect to any Qualified Substitute Mortgage Loan, the
date designated as such on the Mortgage Loan Schedule (as amended).

         "CUT-OFF DATE AGGREGATE PRINCIPAL BALANCE": The aggregate of the
Cut-Off Date Principal Balances of the Mortgage Loans.

         "CUT-OFF DATE PRINCIPAL BALANCE": With respect to any Mortgage Loan,
the principal balance thereof remaining to be paid, after application of all
scheduled principal payments due on or before the Cut-Off Date whether or not
received as of the Cut-Off Date (or as of the applicable date of substitution
with respect to a Qualified Substitute Mortgage Loan).

         "DBTA": The Delaware Business Trust Act (12 Del. C.ss. 3801 et seq.),
as amended from time to time.

        "DEBT SERVICE REDUCTION": With respect to any Mortgage Loan, a
reduction in the scheduled Monthly Payment for that Mortgage Loan by a court of
competent jurisdiction in a proceeding under the Bankruptcy Code, unless the
reduction results from a Deficient Valuation.

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

         "DEFINITIVE CERTIFICATES": Any Certificate evidenced by a Physical
Certificate and any Certificate issued in lieu of a Book-Entry Certificate
pursuant to Section 5.02(c) hereof.

         "DELAWARE TRUSTEE": The entity identified as such in the Recitals
hereof and its successors.

         "DELETED MORTGAGE LOAN": A Mortgage Loan replaced or to be replaced by
one or more Qualified Substitute Mortgage Loans.

         "DELINQUENT": Any Mortgage Loan with respect to which the Monthly
Payment due on a Due Date is not made.

         "DEPOSITOR": Greenwich Capital Acceptance, Inc., a Delaware
corporation, or any successor in interest.

         "DEPOSITORY": The initial Depository shall be The Depository Trust
Company, whose nominee is Cede & Co., or any other organization registered as a
"clearing agency" pursuant to Section 17A of the Securities Exchange Act of
1934, as amended. The Depository shall initially be the registered Holder of the
Book-Entry Certificates. The Depository shall at all times be a "clearing
corporation" as defined in Section 8-102(3) of the Uniform Commercial Code of
the State of New York.

                                       10
<PAGE>

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

         "DETERMINATION DATE": A day not later than the 10th day preceding the
related Distribution Date, as determined by the Master Servicer.

         "DIRECTLY OPERATE": With respect to any REO Property, the furnishing or
rendering of services to the tenants thereof, the management or operation of
such REO Property, the holding of such REO Property primarily for sale to
customers, the performance of any construction work thereon or any use of such
REO Property in a trade or business conducted by either REMIC other than through
an Independent Contractor; provided, however, that the Trustee (or the Master
Servicer on behalf of the Trustee) shall not be considered to Directly Operate
an REO Property solely because the Trustee (or the Master Servicer on behalf of
the Trustee) establishes rental terms, chooses tenants, enters into or renews
leases, deals with taxes and insurance, or makes decisions as to repairs or
capital expenditures with respect to such REO Property.

         "DISQUALIFIED ORGANIZATION": A "disqualified organization" defined in
Section 860E(e)(5) of the Code, or any other Person so designated by the Trustee
based upon an Opinion of Counsel provided to the Trustee by nationally
recognized counsel acceptable to the Trustee that the holding of an ownership
interest in the Residual Certificates by such Person may cause the Trust Fund or
any Person having an ownership interest in any Class of Certificates (other than
such Person) to incur liability for any federal tax imposed under the Code that
would not otherwise be imposed but for the transfer of an ownership interest in
the Residual Certificates to such Person.

         "DISTRIBUTION ACCOUNT": The trust account or accounts created and
maintained by the Trustee pursuant to Section 3.10(b) hereof which shall be
entitled "Distribution Account, Bankers Trust Company of California, N.A., as
Trustee, in trust for the registered Certificateholders of Thornburg Mortgage
Securities Trust 2001-2, Mortgage Loan Pass-Through Certificates, Series 2001-2"
and which must be an Eligible Account.

         "DISTRIBUTION ACCOUNT INCOME": As to any Distribution Date, any
interest or other investment income earned on funds deposited in the
Distribution Account during the month of such Distribution Date.

         "DISTRIBUTION DATE": The twenty-fifth day of the month, or, if such day
is not a Business Day, the next Business Day commencing in January 2002.

         "DISTRIBUTION DATE STATEMENT": As defined in Section 4.04(a) hereof.

         "DUE DATE": With respect to each Mortgage Loan and any Distribution
Date, the first day of the calendar month in which that Distribution Date occurs
on which the Monthly Payment for such Mortgage Loan was due, exclusive of any
days of grace.

         "DUE PERIOD": With respect to any Distribution Date, the period
commencing on the second day of the month preceding the month in which that
Distribution Date occurs and ending on the first day of the month in which that
Distribution Date occurs.

                                       11
<PAGE>

         "ELIGIBLE ACCOUNT": Any of

              (i) an account or accounts maintained with a federal or state
         chartered depository institution or trust company the short-term
         unsecured debt obligations of which (or, in the case of a depository
         institution or trust company that is the principal subsidiary of a
         holding company, the short-term unsecured debt obligations of such
         holding company) are rated in the highest short term rating category of
         the Rating Agency at the time any amounts are held on deposit therein;

              (ii) an account or accounts the deposits in which are fully
         insured by the FDIC (to the limits established by it), the uninsured
         deposits in which account are otherwise secured such that, as evidenced
         by an Opinion of Counsel delivered to the Trustee and to the Rating
         Agency, the Certificateholders will have a claim with respect to the
         funds in the account or a perfected first priority security interest
         against the collateral (which shall be limited to Permitted
         Investments) securing those funds that is superior to claims of any
         other depositors or creditors of the depository institution with which
         such account is maintained;

              (iii) a trust account or accounts maintained with the trust
         department of a federal or state chartered depository institution,
         national banking association or trust company acting in its fiduciary
         capacity; or

              (iv) an account otherwise acceptable to the Rating Agency without
         reduction or withdrawal of its then current ratings of the Certificates
         as evidenced by a letter from the Rating Agency to the Trustee.
         Eligible Accounts may bear interest.

         "EMPLOYEE LOAN": Any Mortgage Loan identified as such in the Mortgage
Loan Schedule and which was originated by the Seller, which provides for an
increase in the Loan Rate thereof in the event of the change of employment of
the Mortgagor thereunder.

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

         "ERISA-RESTRICTED CERTIFICATES": The Residual Certificates and any
Certificate that does not satisfy the applicable rating requirement under the
Underwriter's Exemption.

         "ESCROW PAYMENT ACCOUNT": Any one of the accounts described in Section
3.09.

         "ESCROW PAYMENTS": The amounts constituting ground rents, taxes,
assessments, water rates, fire and hazard insurance premiums and other payments
required to be escrowed by the Mortgagor with the mortgagee pursuant to any
Mortgage Loan.

         "EXCESS LOSS": With respect to the Mortgage Loans, the amount of any
(i) Fraud Loss realized after the Fraud Loss Coverage Termination Date, (ii)
Special Hazard Loss realized after the Special Hazard Coverage Termination Date
or (iii) Bankruptcy Loss realized after the Bankruptcy Coverage Termination
Date.

                                       12
<PAGE>

         "EXPENSE FEE" With respect to any Mortgage Loan, the sum of (w) the
Retained Rate, if any, (x) the Master Servicing Fee, (y) the Servicing Fee with
respect to the related Servicer and (z) the Trustee Fee for such Mortgage Loan.

         "EXPENSE FEE RATE": With respect to any Mortgage Loan, the per annum
rate at which the Expense Fee accrues for such Mortgage Loan as set forth in the
Mortgage Loan Schedule.

         "FANNIE MAE": The Federal National Mortgage Association or any
successor thereto.

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

         "FINAL RECOVERY DETERMINATION": With respect to any defaulted Mortgage
Loan or any REO Property (other than a Mortgage Loan or REO Property purchased
by the Seller or by the Master Servicer pursuant to or as contemplated by
Section 2.03, 3.16, 4.06 and 10.01), a determination made by the Master Servicer
that all Insurance Proceeds, Liquidation Proceeds and other payments or
recoveries which the Master Servicer expects to be finally recoverable in
respect thereof have been so recovered.

         "FIVE-YEAR CMT": The weekly average yield on United States Treasury
securities adjusted to a constant maturity of five years as published by the
Federal Reserve Board in Statistical Release H.15(519).

         "FIVE-YEAR CMT INDEXED": Indicates a Mortgage Loan that has an
adjustable Loan Rate calculated on the basis of the Five-Year CMT Index.

         "FRAUD LOAN": A Liquidated Mortgage Loan as to which a Fraud Loss has
occurred.

         "FRAUD LOSS COVERAGE AMOUNT": As of the Closing Date, $8,622,075,
subject to reduction from time to time by the amount of Fraud Losses allocated
to the Certificates. In addition, on each anniversary of the Cut-Off Date, the
Fraud Loss Coverage Amount will be reduced as follows: (a) on the first, second,
third and fourth anniversaries of the Cut-Off Date, to an amount equal to the
lesser of (i) 1.00% of the then current Pool Balance and (ii) the excess of the
Fraud Loss Coverage Amount as of the preceding anniversary of the Cut-Off Date
(or, in the case of the first anniversary, as of the Cut-Off Date) over the
cumulative amount of Fraud Losses allocated to the Certificates since such
preceding anniversary or the Cut-Off Date, as the case may be; and (b) on the
fifth anniversary of the Cut-Off Date, to zero; provided, however, that the
Fraud Loss Coverage Amount may also be reduced pursuant to a letter from the
Rating Agency to the Trustee to the effect that any such reduction will not
result in the downgrading of the then current ratings assigned by the Rating
Agency to the Classes of Senior Certificates.

         "FRAUD LOSS COVERAGE TERMINATION DATE": The date on which the Fraud
Loss Coverage Amount is reduced to zero.

         "FRAUD LOSSES": Realized Losses on any Mortgage Loans sustained by
reason of a default arising from fraud, dishonesty or misrepresentation in
connection with that Mortgage Loan.

                                       13
<PAGE>

         "FREDDIE MAC": The Federal Home Loan Mortgage Corporation or any
successor thereto.

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

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

         "INDEPENDENT CONTRACTOR": Either (i) any Person (other than the Master
Servicer) that would be an "independent contractor" with respect to either REMIC
within the meaning of Section 856(d)(3) of the Code if the related REMIC were a
real estate investment trust (except that the ownership tests set forth in that
section shall be considered to be met by any Person that owns, directly or
indirectly, 35% or more of any Class of Certificates), so long as either REMIC
does not receive or derive any income from such Person and provided that the
relationship between such Person and the related REMIC is at arm's length, all
within the meaning of Treasury Regulation Section 1.856-4(b)(5), or (ii) any
other Person (including the Master Servicer) if the Trustee has received an
Opinion of Counsel to the effect that the taking of any action in respect of any
REO Property by such Person, subject to any conditions therein specified, that
is otherwise herein contemplated to be taken by an Independent Contractor will
not cause such REO Property to cease to qualify as "foreclosure property" within
the meaning of Section 860G(a)(8) of the Code (determined without regard to the
exception applicable for purposes of Section 860D(a) of the Code), or cause any
income realized in respect of such REO Property to fail to qualify as Rents from
Real Property.

         "INDEX": With respect to each Mortgage Loan and each Adjustment Date,
the index specified in the related Mortgage Note.

         "INITIAL BANKRUPTCY LOSS COVERAGE AMOUNT": $125,000.

         "INITIAL CERTIFICATE PRINCIPAL BALANCE": With respect to any
Certificate other than a Class LTA-R Certificate, the amount designated "Initial
Certificate Principal Balance" on the face thereof.

         "INITIAL CERTIFICATE NOTIONAL BALANCE": Not applicable.

         "INSURANCE PROCEEDS": With respect to any Mortgage Loan, proceeds of
any title policy, hazard policy or other insurance policy covering a Mortgage
Loan, to the extent such proceeds are not to be applied to the restoration of
the related Mortgaged Property or released to the

                                       14
<PAGE>

related Mortgagor in accordance with the procedures that the Master Servicer
would follow in servicing mortgage loans held for its own account, subject to
the terms and conditions of the related Mortgage Note and Mortgage.

         "INTEREST DISTRIBUTABLE AMOUNT": With respect to any Distribution Date
and each Class of Certificates, the sum of (i) the Monthly Interest
Distributable Amount for that Class and (ii) the Unpaid Interest Shortfall
Amount for that Class.

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

         "LATEST POSSIBLE MATURITY DATE": As determined as of the Cut-Off Date,
the Distribution Date following the fifth anniversary of the scheduled maturity
date of the Mortgage Loan having the latest scheduled maturity date as of the
Cut-Off Date.

         "LIQUIDATED MORTGAGE LOAN": As to any Distribution Date, any Mortgage
Loan in respect of which the Master Servicer has determined, in accordance with
the servicing procedures specified herein, as of the end of the related
Prepayment Period, that all Liquidation Proceeds that it expects to recover with
respect to the liquidation of such Mortgage Loan or disposition of the related
REO Property have been recovered.

         "LIQUIDATION EVENT": With respect to any Mortgage Loan, any of the
following events: (i) such Mortgage Loan is paid in full; (ii) a Final Recovery
Determination is made as to such Mortgage Loan; or (iii) such Mortgage Loan is
removed from the Trust Fund by reason of its being purchased, sold or replaced
pursuant to or as contemplated hereunder. With respect to any REO Property,
either of the following events: (i) a Final Recovery Determination is made as to
such REO Property; or (ii) such REO Property is removed from the Trust Fund by
reason of its being sold or purchased pursuant to Section 10.01 hereof or the
applicable provisions of the related Servicing Agreement.

         "LIQUIDATION PROCEEDS": With respect to any Mortgage Loan, the amount
(other than amounts received in respect of the rental of any REO Property prior
to REO Disposition) received by the related Servicer as proceeds from the
liquidation of such Mortgage Loan, as determined in accordance with the
applicable provisions of the related Servicing Agreement; provided that (i) with
respect to any Mortgage Loan or REO Property repurchased, substituted or sold
pursuant to or as contemplated hereunder, or pursuant to the applicable
provisions of the related Servicing Agreement, "Liquidation Proceeds" shall also
include amounts realized in connection with such repurchase, substitution or
sale and (ii) with respect to a defaulted Additional Collateral Mortgage Loan,
"Liquidation Proceeds" shall also include the amount realized on the related
Additional Collateral and pursuant to the Certificate Guaranty Surety Bond with
respect to such Mortgage Loan.

                                       15
<PAGE>

         "LOAN RATE": With respect to each Mortgage Loan, the annual rate at
which interest accrues on such Mortgage Loan from time to time in accordance
with the provisions of the related Mortgage Note.

         "LOAN-TO-COLLATERAL VALUE RATIO": With respect to each Mortgage Loan
and any date of determination, a fraction, expressed as a percentage, the
numerator of which is the Principal Balance of the Mortgage Loan at such date of
determination less the Base Value of any related Additional Collateral and the
denominator of which is the Value of the related Mortgaged Property.

         "LOAN-TO-VALUE RATIO": With respect to each Mortgage Loan and any date
of determination, a fraction, expressed as a percentage, the numerator of which
is the Principal Balance of the Mortgage Loan at such date of determination and
the denominator of which is the Value of the related Mortgaged Property.

         "LOSS MITIGATION ADVISOR": The Murrayhill Company, a Colorado
corporation, and its successors and assigns.

         "LOST NOTE AFFIDAVIT": With respect to any Mortgage Loan as to which
the original Mortgage Note has been permanently lost or destroyed and has not
been replaced, an affidavit from the Seller certifying that the original
Mortgage Note has been lost, misplaced or destroyed (together with a copy of the
related Mortgage Note and indemnifying the Trust against any loss, cost or
liability resulting from the failure to deliver the original Mortgage Note) in
the form of Exhibit H hereto.

         "LOWER TIER REMIC": As defined in the Preliminary Statement.

         "LOWER TIER REMIC REGULAR INTEREST": As defined in the Preliminary
Statement.

         "MAJORITY CERTIFICATEHOLDERS": The Holders of Certificates evidencing
at least 51% of the Voting Rights.

         "MASTER SERVICER": Washington Mutual Mortgage Securities Corp., or any
successor Master Servicer appointed as herein provided.

         "MASTER SERVICER'S ACCOUNT." The account designated as such and
described in Section 3.10(a).

         "MASTER SERVICER EVENT OF TERMINATION": In respect of the Master
Servicer, one or more of the events (howsoever described) set forth in Section
7.01 hereof as an event or events upon the occurrence and continuation of which
the Trustee is entitled to terminate the appointment of such Master Servicer.

         "MASTER SERVICER REMITTANCE DATE": No later than the Close of Business
New York City time one Business Day after each Servicer Remittance Date;
provided, however in no event shall the Master Servicer Remittance Date be later
than the Business Day immediately preceding the Distribution Date.

                                       16
<PAGE>

         "MASTER SERVICING FEE": As to any Distribution Date and each related
Mortgage Loan, an amount equal to the product of the applicable Master Servicing
Fee Rate and the outstanding Principal Balance of such Mortgage Loan as of the
first day of the related Due Period. The Master Servicing Fee for any Mortgage
Loan shall be payable in respect of any Distribution Date solely from the
interest portion of the Monthly Payment or other payment or recovery with
respect to such Mortgage Loan.

         "MASTER SERVICING FEE RATE": 0.02% per annum.

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

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

         "MERS MORTGAGE LOAN": Any Mortgage Loan registered with MERS on the
MERS System.

         "MERS(R) SYSTEM": The system of recording transfers of mortgages
electronically maintained by MERS.

         "MIN": The Mortgage Identification Number for any MERS Mortgage Loan.

         "MOM LOAN": Any Mortgage Loan as to which MERS is acting as mortgagee,
solely as nominee for the originator of such Mortgage Loan and its successors
and assigns.

         "MONTHLY INTEREST DISTRIBUTABLE AMOUNT": With respect to each Class of
Certificates and any Distribution Date, the amount of interest accrued during
the related Accrual Period at the related Pass-Through Rate on the Class
Certificate Principal Balance or Class Certificate Notional Balance, as
applicable, of that Class immediately prior to that Distribution Date.

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

         "MOODY'S": Moody's Investors Service, Inc. and its successors.

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

                                       17
<PAGE>

         "MORTGAGE FILE": The mortgage documents listed in Section 2.01 hereof
pertaining to a particular Mortgage Loan and any additional documents required
to be added to the Mortgage File pursuant to this Agreement.

         "MORTGAGE LOAN": Each mortgage (including Cooperative Loans) loan
transferred and assigned to the Trustee pursuant to Section 2.01 or Section
2.03(d) hereof as from time to time held as a part of the Trust Fund, the
Mortgage Loans so held being identified in the Mortgage Loan Schedule.

         "MORTGAGE LOAN PURCHASE AGREEMENT": The Agreement between the Seller
and the Depositor, dated as of December 1, 2001, regarding the transfer of the
Mortgage Loans by the Seller to or at the direction of the Depositor.

         "MORTGAGE LOAN SCHEDULE": As of any date, the list of Mortgage Loans
included in the Trust Fund on such date, attached hereto as Schedule I. The
Mortgage Loan Schedule shall be prepared by the Seller and shall set forth the
following information with respect to each Mortgage Loan:

              (i)     the Mortgage Loan identifying number;

              (ii)    the Mortgagor's name;

              (iii)   the street address of the Mortgaged Property including the
                      state and five-digit ZIP code;

              (iv)    a code indicating whether the Mortgaged Property was
                      represented by the borrower, at the time of origination,
                      as being owner-occupied;

              (v)     a code indicating whether the Residential Dwelling
                      constituting the Mortgaged Property is (a) a detached
                      single family dwelling, (b) a dwelling in a planned unit
                      development, (c) a condominium unit, (d) a two- to
                      four-unit residential property, (e) a townhouse or (f)
                      other type of Residential Dwelling;

              (vi)    if the related Mortgage Note permits the borrower to make
                      Monthly Payments of interest only for a specified period
                      of time, (a) the original number of such specified Monthly
                      Payments and (b) the remaining number of such Monthly
                      Payments as of the Cut-Off Date;

              (vii)   the original months to maturity;

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

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

              (x)     the value of any Additional Collateral at origination;

                                       18
<PAGE>

              (xi)    the Loan-to-Collateral Value Ratio at origination;

              (xii)   the Loan Rate in effect immediately following the Cut-Off
                      Date;

              (xiii)  the date on which the first Monthly Payment is or was due
                      on the Mortgage Loan;

              (xiv)   the stated maturity date;

              (xv)    the Master Servicing Fee Rate and the Servicing Fee Rate,
                      if any;

              (xvi)   whether such loan is an Additional Collateral Mortgage
                      Loan or an Employee Loan;

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

              (xviii) the original principal balance of the Mortgage Loan;

              (xix)   the Stated Principal Balance of the Mortgage Loan on the
                      Cut-Off Date and a code indicating the purpose of the
                      Mortgage Loan (i.e., purchase financing, rate/term
                      refinancing, cash-out refinancing);

              (xx)    the Index and Gross Margin specified in related Mortgage
                      Note;

              (xxi)   the next Adjustment Date, if applicable;

              (xxii)  the Maximum Loan Rate, if applicable;

              (xxiii) the Value of the Mortgaged Property;

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

              (xxv)   the product code;

              (xxvi)  Expense Fee Rate therefor;

              (xxvii) the Servicer, if any, that is servicing each Mortgage Loan
                      and the originator of the Mortgage Loan

         The Mortgage Loan Schedule, as in effect from time to time, shall also
set forth the following information with respect to the Mortgage Loans in the
aggregate as of the Cut-Off Date: (1) the number of Mortgage Loans; (2) the
current Principal Balance of the Mortgage Loans; (3) the weighted average Loan
Rate of the Mortgage Loans; and (4) the weighted average remaining months to
maturity of the Mortgage Loans. The Mortgage Loan Schedule shall be amended from
time to time by the Seller in accordance with the provisions of this Agreement.

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

                                       19
<PAGE>

         "MORTGAGED PROPERTY": Either of (x) the fee simple or leasehold
interest in real property, together with improvements thereto including any
exterior improvements to be completed within 120 days of disbursement of the
related Mortgage Loan proceeds, or (y) in the case of a Cooperative Loan, the
related Cooperative Shares and Proprietary Lease, securing the indebtedness of
the Mortgagor under the related Mortgage Loan.

         "MORTGAGOR": The obligor on a Mortgage Note.

         "MSDWCC": Morgan Stanley Dean Witter Credit Corporation, a Delaware
corporation, and its successors and assigns.

         "NET LIQUIDATION PROCEEDS": With respect to any Liquidated Mortgage
Loan or any other disposition of related Mortgaged Property (including REO
Property) the related Liquidation Proceeds net of Advances, related Servicing
Advances, Master Servicing Fee, related Servicing Fees and any other accrued and
unpaid servicing fees received and retained in connection with the liquidation
of such Mortgage Loan or Mortgaged Property.

         "NET LOAN RATE": With respect to any Mortgage Loan (or the related REO
Property), as of any date of determination, a per annum rate of interest equal
to the then applicable Loan Rate for such Mortgage Loan minus the related
Servicing Fee Rate, Master Servicing Fee Rate and Retained Rate, if any.

         "NET WAC": With respect to any Distribution Date, the weighted average
of the Adjusted Net Loan Rates of the Mortgage Loans as of the first day of the
month preceding the month in which such Distribution Date occurs (or, in the
case of the first Distribution Date, as of the Cut-Off Date), weighted on the
basis of the related Stated Principal Balances.

         "NONRECOVERABLE ADVANCE": The determination by the Master Servicer in
respect of a delinquent Mortgage Loan that if it were to make an Advance in
respect of thereof, such amount would not be recoverable from any collections or
other recoveries (including Liquidation Proceeds) on such Mortgage Loan.

         "OFFICERS' CERTIFICATE": A certificate signed by the Chairman of the
Board, the Vice Chairman of the Board, the President or a vice president
(however denominated), or by the Treasurer, the Secretary, or one of the
assistant treasurers or assistant secretaries of the Seller or the Depositor, as
applicable.

         "ONE-MONTH LIBOR": The average of interbank offered rates for one month
U.S. dollar deposits in the London market based on quotations of major banks.

         "ONE-MONTH LIBOR INDEXED": Indicates a Mortgage Loan that has an
adjustable Loan Rate calculated on the basis of the One-Month LIBOR Index.

         "ONE-YEAR CMT": The weekly average yield on United States Treasury
securities adjusted to a constant maturity of one year as published by the
Federal Reserve Board in Statistical Release H.15(519).

                                       20
<PAGE>

         "ONE-YEAR CMT INDEXED": Indicates a Mortgage Loan that has an
adjustable Loan Rate calculated on the basis of the One-Year CMT Index.

         "ONE-YEAR LIBOR": The average of interbank offered rates for one-year
U.S. dollar deposits in the London market based on quotations of major banks.

         "ONE-YEAR LIBOR INDEXED": Indicates a Mortgage Loan that has an
adjustable Loan Rate calculated on the basis of the One-Year LIBOR Index.

         "OPINION OF COUNSEL": A written opinion of counsel, who may, without
limitation, be a salaried counsel for the Depositor or the Seller, acceptable to
the Trustee, except that any opinion of counsel relating to (a) the
qualification of the Upper Tier REMIC or Lower Tier REMIC as a REMIC or (b)
compliance with the REMIC Provisions must be an opinion of Independent counsel.

         "ORIGINAL APPLICABLE CREDIT SUPPORT PERCENTAGE": With respect to each
Class of Subordinate Certificates, the corresponding percentage set forth below
opposite its Class designation:

                         Class B-1               3.10%
                         Class B-2               2.15%
                         Class B-3               1.40%
                         Class B-4               0.80%
                         Class B-5               0.55%
                         Class B-6               0.35%

         "ORIGINAL CLASS CERTIFICATE PRINCIPAL BALANCE": With respect to each
Class of Certificates, other than the Class LTA-R, the corresponding aggregate
amount set forth opposite the Class designation of such Class in the Preliminary
Statement.

         "ORIGINAL CLASS CERTIFICATE NOTIONAL BALANCE": Not applicable.

         "ORIGINAL SUBORDINATED PRINCIPAL BALANCE": The aggregate of the
Original Class Certificate Principal Balances of the Classes of Subordinate
Certificates.

         "OTS": The Office of Thrift Supervision.

         "OUTSTANDING MORTGAGE LOAN": As of any Due Date, a Mortgage Loan with a
Stated Principal Balance greater than zero, that was not the subject of a
prepayment in full prior to such Due Date and that did not become a Liquidated
Mortgage Loan prior to such Due Date.

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

         "PASS-THROUGH RATE": With respect to each Class of Certificates and any
Distribution Date, the rate set forth for such Class in the Preliminary
Statement.

                                       21
<PAGE>

         "PAYING AGENT": Any paying agent appointed pursuant to Section 5.05
hereof.

         "PAYOFF": Any Mortgagor payment (exclusive of any prepayment penalty)
of principal on a Mortgage Loan equal to the entire outstanding Principal
Balance of such Mortgage Loan, if received in advance of the last scheduled Due
Date for such Mortgage Loan and accompanied by an amount of interest equal to
accrued unpaid interest on the Mortgage Loan to the date of such
payment-in-full.

         "PAYOFF EARNINGS": For any Distribution Date with respect to each
Mortgage Loan on which a Payoff was received by the Master Servicer during the
related Prepayment Period, the aggregate of the interest earned by the Master
Servicer from investment of each such Payoff from the date of receipt of such
Payoff until the Master Servicer Remittance Date (net of investment losses).

         "PAYOFF INTEREST": For any Distribution Date with respect to a Mortgage
Loan for which a Payoff was received on or after the first calendar day of the
month of such Distribution Date and before the 15th calendar day of such month,
an amount of interest thereon at the applicable Net Loan Rate from the first day
of the month of distribution through the day of receipt thereof; to the extent
(together with Payoff Earnings and the aggregate Master Servicing Fee) not
required to be distributed as Compensating Interest on such Distribution Date,
Payoff Interest shall be payable to the Master Servicer as additional servicing
compensation.

         "PERCENTAGE INTEREST": With respect to any Certificate other than a
Residual Certificate, a fraction, expressed as a percentage, the numerator of
which is the Initial Certificate Principal Balance or Initial Certificate
Notional Balance, as applicable, represented by such Certificate and the
denominator of which is the Original Class Certificate Principal Balance or
Original Class Certificate Notional Balance, as applicable, of the related
Class. With respect to each Class of Residual Certificates, 100%.

         "PERMITTED INVESTMENTS": Any one or more of the following obligations
or securities acquired at a purchase price of not greater than par, regardless
of whether issued or managed by the Depositor, the Seller, the Trustee or any of
their respective Affiliates or for which an Affiliate of the Trustee serves as
an advisor:

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

              (ii) (A) demand and time deposits in, certificates of deposit of,
         bankers' acceptances issued by or federal funds sold by any depository
         institution or trust company (including the Trustee or its agent acting
         in their respective commercial capacities) incorporated under the laws
         of the United States of America or any state thereof and subject to
         supervision and examination by federal and/or state authorities, so
         long as, at the time of such investment or contractual commitment
         providing for such investment, such depository institution or trust
         company or its ultimate parent has a short-term uninsured debt rating
         in one of the two highest available rating categories of the

                                       22
<PAGE>

         Rating Agency and (B) any other demand or time deposit or deposit which
         is fully insured by the FDIC;

              (iii) repurchase obligations with respect to any security
         described in clause (i) above and entered into with a depository
         institution or trust company (acting as principal) rated A or higher by
         the Rating Agency;

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

              (v) commercial paper (including both non-interest-bearing discount
         obligations and interest-bearing obligations) that is rated by the
         Rating Agency in its highest short-term unsecured debt rating available
         at the time of such investment;

              (vi) units of money market funds (which may be 12b-1 funds, as
         contemplated by the Commission under the Investment Company Act of
         1940) registered under the Investment Company Act of 1940 including
         funds managed or advised by the Trustee or an affiliate thereof having
         the highest applicable rating from the Rating Agency; and

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

provided, however, that no instrument described hereunder shall evidence either
the right to receive (a) only interest with respect to the obligations
underlying such instrument or (b) both principal and interest payments derived
from obligations underlying such instrument and the interest and principal
payments with respect to such instrument provide a yield to maturity at par
greater than 120% of the yield to maturity at par of the underlying obligations.

         "PERMITTED TRANSFEREE": Any Transferee of a Residual Certificate other
than a Disqualified Organization or a non-U.S. Person.

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

         "PHYSICAL CERTIFICATES": The Private Certificates and the Residual
Certificates.

         "POOL BALANCE": As to any Distribution Date, the aggregate of the
Principal Balances, as of the first day of the month preceding the month in
which such Distribution Date occurs, of the Mortgage Loans that were Outstanding
Mortgage Loans on that day.

         "PREPAYMENT ASSUMPTION": 25% CPR, as defined in the Prospectus
Supplement.

                                       23
<PAGE>

         "PREPAYMENT PERIOD": With respect to any Distribution Date other than
the initial Distribution Date, the period commencing on the 15th day of the
month preceding the month in which such Distribution Date occurs and ending on
the 14th day of the month in which such Distribution Date occurs. With respect
to the initial Distribution Date, the period commencing on the Cut-off Date and
ending on January 14, 2002.

         "PRIMARY INSURANCE POLICY": Mortgage guaranty insurance, if any, on an
individual Mortgage Loan, as evidenced by a policy or certificate.

         "PRINCIPAL BALANCE": As to any Mortgage Loan, other than a Liquidated
Mortgage Loan, and any day, the related Cut-Off Date Principal Balance, minus
all collections credited against the Principal Balance of such Mortgage Loan.
For purposes of this definition, a Liquidated Mortgage Loan shall be deemed to
have a Principal Balance equal to the Principal Balance of the related Mortgage
Loan as of the final recovery of related Liquidation Proceeds and a Principal
Balance of zero thereafter. As to any REO Property and any day, the Principal
Balance of the related Mortgage Loan immediately prior to such Mortgage Loan
becoming REO Property.

         "PRINCIPAL DISTRIBUTION AMOUNT": With respect to any Distribution Date,
the sum of (a) each scheduled payment of principal collected or advanced on the
Mortgage Loans (before taking into account any Deficient Valuations or Debt
Service Reductions) by the Master Servicer in respect of the related Due Period,
(b) that portion of the Purchase Price, representing principal of any
repurchased Mortgage Loan, deposited to the Collection Account during the
related Prepayment Period, (c) the principal portion of any related Substitution
Adjustments deposited in the Collection Account during the related Prepayment
Period, (d) the principal portion of all Insurance Proceeds received during the
related Prepayment Period with respect to Mortgage Loans that are not yet
Liquidated Mortgage Loans, (e) the principal portion of all Net Liquidation
Proceeds received during the related Prepayment Period with respect to
Liquidated Mortgage Loans, (f) all Principal Prepayments in part or in full on
Mortgage Loans applied by the Master Servicer during the related Prepayment
Period, and (g) on the Distribution Date on which the Trust is to be terminated
pursuant to Section 10.01 hereof, that portion of the Termination Price in
respect of principal.

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

         "PRIVATE CERTIFICATES": The Class B-4, Class B-5, Class B-6 and Class
LTA-R Certificates.

         "PRIVATE PLACEMENT MEMORANDUM": The Private Placement Memorandum dated
December 19, 2001 relating to the initial sale of the Class B-4, Class B-5 and
Class B-6 Certificates.

         "PRO RATA SENIOR PERCENTAGE": With respect to any Distribution Date,
the percentage equivalent of a fraction the numerator of which is the aggregate
of the Class Certificate Principal

                                       24
<PAGE>

Balances of the Classes of Senior Certificates immediately prior to such
Distribution Date and the denominator of which is the Pool Balance for such
Distribution Date.

         "PRO RATA SHARE": As to any Distribution Date and any Class of
Subordinate Certificates, the portion of the Subordinated Principal Distribution
Amount allocable to such Class, equal to the product of the (a) Subordinated
Principal Distribution Amount on such date and (b) a fraction, the numerator of
which is the related Class Certificate Principal Balance of that Class and the
denominator of which is the aggregate of the Class Certificate Principal
Balances of all the Classes of Subordinate Certificates.

         "PROPRIETARY LEASE": With respect to any Cooperative Unit, a lease or
occupancy agreement between a Cooperative Corporation and a holder of related
Cooperative Shares.

         "PROSPECTUS": The Prospectus Supplement, together with the accompanying
prospectus dated December 19, 2001, relating to the Senior Certificates and the
Class B-1, Class B-2 and Class B-3 Certificates.

         "PROSPECTUS SUPPLEMENT": That certain Prospectus Supplement dated
December 19, 2001 relating to the initial sale of the Senior Certificates and
the Class B-1, Class B-2 and Class B-3 Certificates.

         "PURCHASE PRICE": With respect to any Mortgage Loan or REO Property to
be purchased pursuant to or as contemplated by Section 2.03, Section 3.16 or
Section 10.01 hereof, and as confirmed by an Officers' Certificate from the
Seller to the Trustee, an amount equal to the sum of (i) 100% of the Principal
Balance thereof as of the date of purchase (or such other price as provided in
Section 10.01), plus (ii) in the case of (x) a Mortgage Loan, accrued interest
on such Principal Balance at the applicable Net Loan Rate from the Due Date as
to which interest was last covered by a payment by the Mortgagor through the end
of the calendar month in which the purchase is to be effected, and (y) an REO
Property, the sum of (1) accrued interest on such Principal Balance at the
applicable Net Loan Rate from the Due Date as to which interest was last covered
by a payment by the Mortgagor plus (2) REO Imputed Interest for such REO
Property for each calendar month commencing with the calendar month in which
such REO Property was acquired and ending with the calendar month in which such
purchase is to be effected, net of the total of all net rental income, Insurance
Proceeds and Liquidation Proceeds that as of the date of purchase had been
distributed as or to cover REO Imputed Interest pursuant to Section 4.04 hereof,
plus (iii) any unreimbursed Servicing Advances and any unpaid Expense Fees
allocable to such Mortgage Loan or REO Property, and plus (iv) in the case of a
Mortgage Loan required to be purchased pursuant to Section 2.03 hereof, expenses
reasonably incurred or to be incurred by the Trustee in respect of the breach or
defect giving rise to the purchase obligation.

         "QUALIFIED INSURER": A mortgage guaranty insurance company duly
qualified as such under the laws of the state of its principal place of business
and each state having jurisdiction over such insurer in connection with the
insurance policy issued by such insurer, duly authorized and licensed in such
states to transact a mortgage guaranty insurance business in such states and to
write the insurance provided by the insurance policy issued by it, approved as a
Fannie Mae-approved mortgage insurer and having a claims paying ability rating
of at least "AA" or

                                       25
<PAGE>

equivalent rating by a nationally recognized statistical rating organization.
Any replacement insurer with respect to a Mortgage Loan must have at least as
high a claims paying ability rating as the insurer it replaces had on the
Closing Date.

         "QUALIFIED SUBSTITUTE MORTGAGE LOAN": A mortgage loan substituted for a
Deleted Mortgage Loan pursuant to the terms of this Agreement which must, on the
date of such substitution, (i) have an outstanding principal balance, after
application of all scheduled payments of principal and interest due during or
prior to the month of substitution, not in excess of, and not more than 5% less
than, the Principal Balance of the Deleted Mortgage Loan as of the Due Date in
the calendar month during which the substitution occurs, (ii) have a maximum
loan rate not less than the Maximum Loan Rate of the Deleted Mortgage Loan,
(iii) have a gross margin equal to or greater than the Gross Margin of the
Deleted Mortgage Loan, (iv) have the same Index as the Deleted Mortgage Loan,
(v) have its next adjustment date not more than two months after the next
Adjustment Date of the Deleted Mortgage Loan, (vi) have a remaining term to
maturity not greater than (and not more than one year less than) that of the
Deleted Mortgage Loan, (vii) be current as of the date of substitution, (viii)
have a loan-to-value ratio and a loan-to-collateral value ratio as of the date
of substitution equal to or lower than the Loan-to-Value Ratio and the
Loan-to-Collateral Value Ratio, respectively, of the Deleted Mortgage Loan as of
such date, (ix) have been underwritten or re-underwritten in accordance with the
same or substantially similar underwriting criteria and guidelines as the
Deleted Mortgage Loan, (x) is of the same or better credit quality as the
Deleted Mortgage Loan and (xi) conform to each representation and warranty set
forth in Section 2.04 hereof applicable to the Deleted Mortgage Loan. In the
event that one or more mortgage loans are substituted for one or more Deleted
Mortgage Loans, the amounts described in clause (i) hereof shall be determined
on the basis of aggregate principal balances, the terms described in clause (vi)
hereof shall be determined on the basis of weighted average remaining term to
maturity, the loan-to-value ratios described in clause (viii) hereof shall be
satisfied as to each such mortgage loan and, except to the extent otherwise
provided in this sentence, the representations and warranties described in
clause (x) hereof must be satisfied as to each Qualified Substitute Mortgage
Loan or in the aggregate, as the case may be.

         "RATING AGENCY": Moody's and any successors thereto. If Moody's or its
successors shall no longer be in existence, "Rating Agency" shall include such
nationally recognized statistical rating agency, or other comparable Person, as
shall have been designated by the Depositor, notice of which designation shall
be given to the Trustee and the Master Servicer.

         "REALIZED LOSS": With respect to any Liquidated Mortgage Loan, the
amount of loss realized equal to the portion of the Principal Balance remaining
unpaid after application of all Net Liquidation Proceeds in respect of such
Liquidated Mortgage Loan.

         "RECOGNITION AGREEMENT": With respect to any Cooperative Loan, an
agreement between the related Cooperative Corporation and the originator of such
Mortgage Loan to establish the rights of such originator in the related
Cooperative Property.

         "RECORD DATE": With respect to each Distribution Date and all Classes
of Certificates, the last Business Day of the calendar month preceding the month
in which such Distribution Date occurs.

                                       26
<PAGE>

         "REFINANCING MORTGAGE LOAN": Any Mortgage Loan originated in connection
with the refinancing of an existing mortgage loan.

         "REGULAR CERTIFICATE": Any Class A, Class B-1, Class B-2, Class B-3,
Class B-4, Class B-5 or Class B-6 Certificate.

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

         "RELIEF ACT REDUCTIONS": With respect to any Distribution Date and any
Mortgage Loan as to which there has been a reduction in the amount of interest
collectible thereon for the most recently ended Due Period as a result of the
application of the Relief Act, the amount, if any, by which (i) interest
collectible on that Mortgage Loan during such Due Period is less than (ii) one
month's interest on the Principal Balance of such Mortgage Loan at the Loan Rate
for such Mortgage Loan before giving effect to the application of the Relief
Act.

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

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

         "REMITTANCE REPORT": As defined in Section 4.04(d).

         "RENTS FROM REAL PROPERTY": With respect to any REO Property, gross
income of the character described in Section 856(d) of the Code.

         "REO ACCOUNT": The account or accounts maintained by a Servicer in
respect of an REO Property pursuant to the related Servicing Agreement.

         "REO DISPOSITION": The sale or other disposition of an REO Property on
behalf of the Trust Fund.

         "REO IMPUTED INTEREST": As to any REO Property, for any calendar month
during which such REO Property was at any time part of the Trust Fund, one
month's interest at the applicable Net Loan Rate on the Principal Balance of
such REO Property (or, in the case of the first such calendar month, of the
related Mortgage Loan if appropriate) as of the Close of Business on the Due
Date in such calendar month.

         "REO PRINCIPAL AMORTIZATION": With respect to any REO Property, for any
calendar month, the excess, if any, of (a) the aggregate of all amounts received
in respect of such REO Property during such calendar month, whether in the form
of rental income, sale proceeds (including, without limitation, that portion of
the Termination Price paid in connection with a purchase of all of the Mortgage
Loans and REO Properties pursuant to Section 10.01 hereof that is allocable to
such REO Property) or otherwise, net of any portion of such amounts (i) payable
pursuant to the applicable provisions of the related Servicing Agreement in
respect of the proper operation, management and maintenance of such REO Property
or (ii) payable or reimbursable to

                                       27
<PAGE>

the applicable Servicer pursuant to the applicable provisions of the related
Servicing Agreement for unpaid Master Servicing Fees and Servicing Fees in
respect of the related Mortgage Loan and unreimbursed Servicing Advances and
Advances in respect of such REO Property or the related Mortgage Loan, over (b)
the REO Imputed Interest in respect of such REO Property for such calendar
month.

         "REO PROPERTY": A Mortgaged Property acquired by the applicable
Servicer on behalf of the Trust Fund through foreclosure or deed-in-lieu of
foreclosure in accordance with the applicable provisions of the related
Servicing Agreement.

         "REQUEST FOR RELEASE": A release signed by a Servicing Officer, in the
form of Exhibit F attached hereto.

         "RESIDENTIAL DWELLING": Any one of the following: (i) a detached
one-family dwelling, (ii) a detached two- to four-family dwelling, (iii) a
one-family dwelling unit in a condominium project, (iv) a manufactured home, (v)
a cooperative unit or (vi) a detached one-family dwelling in a planned unit
development, none of which is a mobile home.

         "RESIDUAL CERTIFICATES": Any of the Class A-R or Class LTA-R
Certificates.

         "RESIDUAL FUNDS": As defined in Section 3.12(c) hereof.

         "RESPONSIBLE OFFICER": When used with respect to the Trustee, 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, any assistant vice president,
the Secretary, any assistant secretary, the Treasurer, any assistant treasurer,
the Cashier, any assistant cashier, any trust officer or assistant trust
officer, the Controller and any assistant controller or any other officer of the
Trustee customarily performing functions similar to those performed by any of
the above designated officers and, with respect to a particular matter, to whom
such matter is referred because of such officer's knowledge of and familiarity
with the particular subject.

         "RESTRICTED CLASSES": As defined in Section 4.01(e).

         "RETAINED INTEREST": As to any Employee Loans originated by Thornburg
and each Distribution Date, interest accrued on the Principal Balance thereof at
the Retained Rate.

         "RETAINED RATE": As to any Employee Loan as to which the Loan Rate
payable by the Mortgagor thereof has been increased in accordance with its terms
by reason of the change of employment of such Mortgagor, a per annum rate equal
to the amount of such increase.

         "SECURITY AGREEMENT": With respect to any Cooperative Loan, the
agreement between the owner of the related Cooperative Shares and the originator
of the related Mortgage Note that defines the terms of the security interest in
such Cooperative Shares and the related Proprietary Lease.

         "SELLER": Thornburg, in its capacity as seller under this Agreement.

                                       28
<PAGE>

         "SENIOR CERTIFICATE": Any one of the Class A or Class A-R Certificates.

         "SENIOR CERTIFICATEHOLDER":  Any Holder of a Senior Certificate.

         "SENIOR PERCENTAGE": Except as described below, with respect to any
Distribution Date before January 2012, 100%. The Senior Percentage for any
Distribution Date occurring (i) before January 2012 but in or after December
2004 on which the Two Times Test is satisfied, or (ii) in or after January 2012,
is the Pro Rata Senior Percentage. If the Two Times Test is satisfied prior to
December 2004, the Senior Percentage is the Pro Rata Senior Percentage plus 50%
of an amount equal to 100% minus the related Pro Rata Senior Percentage.

         "SENIOR PREPAYMENT PERCENTAGE": With respect to any Distribution Date
before January 2012, 100%. Except as provided herein, the Senior Prepayment
Percentage for any Distribution Date occurring on or after the tenth anniversary
of the first Distribution Date will be as follows: (i) from January 2012 through
December 2012, the related Senior Percentage plus 70% of the related Subordinate
Percentage for that Distribution Date; (ii) from January 2013 through December
2013, the related Senior Percentage plus 60% of the related Subordinate
Percentage for that Distribution Date; (iii) from January 2014 through December
2014, the related Senior Percentage plus 40% of the related Subordinate
Percentage for that Distribution Date; (iv) from January 2015 through December
2015, the related Senior Percentage plus 20% of the related Subordinate
Percentage for that Distribution Date; and (v) from and after January 2016, the
related Senior Percentage for that Distribution Date; provided, however, that
there shall be no reduction in the Senior Prepayment Percentage unless both Step
Down Conditions are satisfied; and provided, further, that if on any such
Distribution Date the Pro Rata Senior Percentage exceeds the initial Pro Rata
Senior Percentage, the Senior Prepayment Percentage for that Distribution Date
will again equal 100%.

         Notwithstanding the above, if on any Distribution Date the Two Times
Test is satisfied, the Senior Prepayment Percentage will equal the related
Senior Percentage for such Distribution Date.

         "SENIOR PRINCIPAL DISTRIBUTION AMOUNT": With respect to any
Distribution Date, the sum of:

              (1) the Senior Percentage of all amounts described in clauses (a)
         through (d) of the definition of "Principal Distribution Amount" for
         that Distribution Date;

              (2) with respect to each Mortgage Loan which became a Liquidated
         Mortgage Loan during the related Prepayment Period, the lesser of

                   (x)  the related Senior Percentage of the Stated Principal
                        Balance of that Mortgage Loan and

                   either

                   (y)  the related Senior Prepayment Percentage of the amount
                        of the Net Liquidation Proceeds allocable to principal
                        received with respect to that Mortgage Loan

                                       29
<PAGE>

                   or

                   (z)  if an Excess Loss was sustained with respect to such
                        Liquidated Mortgage Loan during such related Prepayment
                        Period, the related Senior Percentage of the amount of
                        Net Liquidation Proceeds allocable to principal received
                        with respect to that Mortgage Loan; and

              (3) the related Senior Prepayment Percentage of the amounts
         described in clause (f) of the definition of "Principal Distribution
         Amount";

provided, however, that if a Bankruptcy Loss that is an Excess Loss is sustained
with respect to any Mortgage Loan that is not a Liquidated Mortgage Loan, such
Senior Principal Distribution Amount will be reduced on such Distribution Date
by the related Senior Percentage of the principal portion of such Bankruptcy
Loss.

         "SERVICER": Any Person with which the Master Servicer has entered into
a Servicing Agreement.

         "SERVICER REMITTANCE DATE": The day in each month on which a Servicer
is required to remit payments to the account maintained by the Master Servicer,
as specified in the related Servicing Agreement, which is the last Business Day
before the 21st day of each month.

         "SERVICING ACCOUNT": The account or accounts created and maintained
pursuant to Section 3.08.

         "SERVICING ADVANCES": With respect to the Master Servicer, all
customary, reasonable and necessary "out of pocket" costs and expenses
(including reasonable attorneys' fees and expenses) incurred by the Master
Servicer in the performance of its servicing obligations hereunder, including,
but not limited to, the cost of (i) the preservation, restoration, inspection
and protection of the Mortgaged Property, (ii) any enforcement or judicial
proceedings, including foreclosures, (iii) the management and liquidation of the
REO Property and (iv) compliance with the obligations under Sections 3.01, 3.09,
3.16, and 3.23.

         "SERVICING AGREEMENT": The written contract between the Master Servicer
and a Servicer relating to servicing and administration of Mortgage Loans as
provided in Section 3.02.

         "SERVICING FEE": With respect to each Servicer and each Mortgage Loan
serviced by such Servicer and for any calendar month, the fee payable to such
Servicer determined pursuant to the related Servicing Agreement.

         "SERVICING FEE RATE": With respect to each Mortgage Loan, the per annum
servicing fee rate set forth on the Mortgage Loan Schedule.

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

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<PAGE>

         "SERVICING STANDARD":  The standards set forth in Section 3.01.

         "SIGNIFICANT MODIFICATION":  As defined in Section 4.06.

         "SIGNIFICANT MODIFICATION LOAN":  As defined in Section 4.06.

         "SIX-MONTH CMT": The weekly average yield on United States Treasury
securities adjusted to a constant maturity of six months as published by the
Federal Reserve Board in Statistical Release H.15(519).

         "SIX-MONTH CMT INDEXED": Indicates a Mortgage Loan that has an
adjustable Loan Rate calculated on the basis of the Six-Month CMT Index.

         "SIX-MONTH LIBOR": The average of interbank offered rates for six-month
U.S. dollar deposits in the London market based on quotations of major banks.

         "SIX-MONTH LIBOR INDEXED": Indicates a Mortgage Loan that has an
adjustable Loan Rate calculated on the basis of the Six-Month LIBOR Index.

         "SPECIAL HAZARD COVERAGE TERMINATION DATE": The date on which the
Special Hazard Loss Coverage Amount is reduced to zero.

         "SPECIAL HAZARD LOSS": Any Realized Loss suffered by a Mortgaged
Property on account of direct physical loss but not including (i) any loss of a
type covered by a hazard insurance policy or a flood insurance policy required
to be maintained with respect to such Mortgaged Property pursuant to the
applicable provisions of the related Servicing Agreement to the extent of the
amount of such loss covered thereby, or (ii) any loss caused by or resulting
from:

         (a) normal wear and tear;

         (b) fraud, conversion or other dishonest act on the part of the
Trustee, a Servicer or any of their agents or employees (without regard to any
portion of the loss not covered by any errors and omissions policy);

         (c) errors in design, faulty workmanship or faulty materials, unless
the collapse of the property or a part thereof ensues and then only for the
ensuing loss;

         (d) nuclear or chemical reaction or nuclear radiation or radioactive or
chemical 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 the definition of the
term "Special Hazard Loss";

         (e) hostile or warlike action in time of peace and war, including
action in hindering, combating or defending against an actual, impending or
expected attack:

              1. by any government or sovereign power, de jure or de facto, or
         by any authority maintaining or using military, naval or air forces; or

                                       31
<PAGE>

              2. by military, naval or air forces; or

              3. by an agent of any such government, power, authority or forces;

         (f) any weapon of war employing nuclear fission, fusion or other
radioactive force, whether in time of peace or war; or

         (g) insurrection, rebellion, revolution, civil war, usurped power or
action taken by governmental authority in hindering, combating or defending
against such an occurrence, seizure or destruction under quarantine or customs
regulations, confiscation by order of any government or public authority or
risks of contraband or illegal transportation or trade.

         "SPECIAL HAZARD LOSS COVERAGE AMOUNT": With respect to the first
Distribution Date, $7,273,145. With respect to any Distribution Date after the
first Distribution Date, the lesser of (a) the greatest of (i) 1% of the
aggregate of the Principal Balances of the Mortgage Loans, (ii) twice the
Principal Balance of the largest Mortgage Loan and (iii) the aggregate of the
Principal Balances of the Mortgage Loans secured by Mortgaged Properties located
in the single five-digit ZIP code area in the State of California having the
highest aggregate Principal Balance of any such ZIP code area and (b) the
Special Hazard Loss Coverage Amount as of the Closing Date less the amount, if
any, of Special Hazard Losses allocated to the Certificates since the Closing
Date; provided, however, that the Special Hazard Loss Coverage Amount may also
be reduced pursuant to a letter from the Rating Agency to the Trustee to the
effect that any such reduction will not result in the downgrading of the then
current ratings assigned by the Rating Agency to the Classes of Senior
Certificates. All Principal Balances for the purpose of this definition will be
calculated as of the first day of the calendar month preceding the month of such
Distribution Date after giving effect to scheduled payments on the Mortgage
Loans then due, whether or not paid.

         "SPECIAL HAZARD MORTGAGE LOAN": A Liquidated Mortgage Loan as to which
a Special Hazard Loss has occurred.

         "STARTUP DAY": As defined in Section 9.01(b) hereof.

         "STATED PRINCIPAL BALANCE": With respect to any Mortgage Loan: (a) as
of the Distribution Date in January 2002, the Cut-Off Date Principal Balance of
such Mortgage Loan, (b) thereafter as of any date of determination up to and
including the Distribution Date on which the proceeds, if any, of a Liquidation
Event with respect to such Mortgage Loan would be distributed, the outstanding
principal balance of such Mortgage Loan as of the Cut-Off Date, as shown in the
Mortgage Loan Schedule, minus, in the case of each Mortgage Loan, the sum of (i)
the principal portion of each Monthly Payment due on a Due Date subsequent to
the Cut-Off Date, whether or not received, (ii) all Principal Prepayments
received after the Cut-Off Date, to the extent distributed pursuant to Section
4.01 before such date of determination, (iii) all Liquidation Proceeds and
Insurance Proceeds applied by the applicable Servicer as recoveries of principal
in accordance with the applicable provisions of the related Servicing Agreement,
to the extent distributed pursuant to Section 4.01 before such date of
determination, and (iv) any Realized Loss incurred with respect thereto as a
result of a Deficient Valuation made during or prior to the Due Period for the
most recent Distribution Date preceding such date of

                                       32
<PAGE>

determination; and (c) as of any date of determination subsequent to the
Distribution Date on which the proceeds, if any, of a Liquidation Event with
respect to such Mortgage Loan would be distributed, zero. With respect to any
REO Property: (x) as of any date of determination up to and including the
Distribution Date on which the proceeds, if any, of a Liquidation Event with
respect to such REO Property would be distributed, an amount (not less than
zero) equal to the Stated Principal Balance of the related Mortgage Loan as of
the date on which such REO Property was acquired on behalf of the Trust Fund,
minus the aggregate amount of REO Principal Amortization in respect of such REO
Property for all previously ended calendar months, to the extent distributed
pursuant to Section 4.01 before such date of determination; and (y) as of any
date of determination subsequent to the Distribution Date on which the proceeds,
if any, of a Liquidation Event with respect to such REO Property would be
distributed, zero.

         "STEP DOWN CONDITIONS": As of the first Distribution Date as to which
any decrease in any Senior Prepayment Percentage applies, (i) the outstanding
Principal Balance of all Mortgage Loans 60 days or more Delinquent (including
Mortgage Loans in REO and foreclosure) (averaged over the preceding six month
period), as a percentage of the aggregate of the Class Certificate Principal
Balances of the Classes of Subordinate Certificates on such Distribution Date,
does not equal or exceed 50% and (ii) cumulative Realized Losses with respect to
the Mortgage Loans do not exceed:

         o    for the Distribution Date on the tenth anniversary of the first
              Distribution Date, 30% of the aggregate Certificate Principal
              Balance of the Subordinate Certificates as of the Closing Date,

         o    for the Distribution Date on the eleventh anniversary of the first
              Distribution Date, 35% of the aggregate Certificate Principal
              Balance of the Subordinate Certificates as of the Closing Date,

         o    for the Distribution Date on the twelfth anniversary of the first
              Distribution Date, 40% of the aggregate Certificate Principal
              Balance of the Subordinate Certificates as of the Closing Date,

         o    for the Distribution Date on the thirteenth anniversary of the
              first Distribution Date, 45% of the aggregate Certificate
              Principal Balance of the Subordinate Certificates as of the
              Closing Date, and

         o    for the Distribution Date on the fourteenth anniversary of the
              first Distribution Date, 50% of the aggregate Certificate
              Principal Balance of the Subordinate Certificates as of the
              Closing Date.

         "SUBORDINATE CERTIFICATE": Any one of the Class B-1, Class B-2, Class
B-3, Class B-4, Class B-5 or Class B-6 Certificates.

         "SUBORDINATE PERCENTAGE": With respect to any Distribution Date, the
difference between 100% and the Senior Percentage for such Distribution Date.

                                       33
<PAGE>

         "SUBORDINATED PREPAYMENT PERCENTAGE": With respect to any Distribution
Date, the difference between 100% and the Senior Prepayment Percentage for that
Distribution Date.

         "SUBORDINATE PRINCIPAL DISTRIBUTION AMOUNT": With respect to any
Distribution Date, an amount equal to the sum of:

              (1) the Subordinate Percentage of all amounts described in clauses
         (a) through (d) of the definition of "Principal Distribution Amount"
         for that Distribution Date;

              (2) with respect to each Mortgage Loan that became a Liquidated
         Mortgage Loan during the related Prepayment Period the amount of the
         Net Liquidation Proceeds allocated to principal received with respect
         thereto remaining after application thereof pursuant to clause (2) of
         the definition of "Senior Principal Distribution Amount" for that
         Distribution Date, up to the Subordinate Percentage of the Stated
         Principal Balance of such Mortgage Loan; and

              (3) the Subordinated Prepayment Percentage of all amounts
         described in clause (f) of the definition of "Principal Distribution
         Amount" for that Distribution Date;

provided, however, that if a Bankruptcy Loss that is an Excess Loss is sustained
with respect to any Mortgage Loan that is not a Liquidated Mortgage Loan, such
Subordinate Principal Distribution Amount will be reduced on such Distribution
Date by the Subordinate Percentage of the principal portion of such Bankruptcy
Loss.

         "SUBSTITUTION ADJUSTMENT": As defined in Section 2.03(d) hereof.

         "SURETY": Ambac Assurance Corporation (formerly known as AMBAC
Indemnity Corporation), or any successor thereto, as issuer of the Certificate
Guaranty Surety Bond.

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

         "TERMINATION PRICE": As defined in Section 10.01(a) hereof.

         "THORNBURG": Thornburg Mortgage Home Loans, Inc., a Delaware
corporation, and its successors and assigns.

         "TRANSFER": Any direct or indirect transfer or sale of any Ownership
Interest in a Residual Certificate.

         "TRANSFER AFFIDAVIT": As defined in Section 5.02(e)(ii) hereof.

                                       34
<PAGE>

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

         "TRUST": Thornburg Mortgage Securities Trust 2001-2, the Delaware
business trust created hereunder.

         "TRUST FUND": The segregated pool of assets subject hereto,
constituting the primary trust created hereby and to be administered hereunder,
with respect to which a REMIC election is to be made, such Trust Fund consisting
of: (i) such Mortgage Loans as from time to time are subject to this Agreement,
together with the Mortgage Files relating thereto, and together with all
collections thereon and proceeds thereof, (ii) any REO Property, together with
all collections thereon and proceeds thereof, (iii) the Trustee's rights with
respect to the Mortgage Loans under all insurance policies required to be
maintained pursuant to this Agreement and any proceeds thereof, (iv) the
Depositor's rights under the Mortgage Loan Purchase Agreement (including any
security interest created thereby); (v) the Depositor's security interest in the
Additional Collateral, (vi) the Collection Account, the Distribution Account
(subject to the last sentence of this definition), any REO Account and such
assets that are deposited therein from time to time and any investments thereof,
together with any and all income, proceeds and payments with respect thereto,
(vii) the Certificate Guaranty Surety Bond with respect to the Additional
Collateral Mortgage Loans conveyed to the Seller from MSDWCC, (viii) all right,
title and interest of the Depositor in and to each security or pledge agreement
in respect of Additional Collateral and (ix) all right, title and interest of
the Seller in and to each of the Servicing Agreements. Notwithstanding the
foregoing, however, the Trust Fund specifically excludes (1) all payments and
other collections of interest and principal due on the Mortgage Loans on or
before the Cut-Off Date and principal received before the Cut-Off Date (except
any principal collected as part of a payment due after the Cut-Off Date), (2)
all income and gain realized from Permitted Investments of funds on deposit in
the Collection Account and the Distribution Account (other than Residual Funds),
(3) any Retained Interest, (4) any Payoff Earnings and (5) prepayment penalties
collected on the Mortgage Loans.

         "TRUSTEE": Bankers Trust Company of California, N.A., a national
banking association, or any successor trustee appointed as herein provided.

         "TRUSTEE FEE": As to any Distribution Date, an amount equal to
one-twelfth of the Trustee Fee Rate multiplied by the aggregate of the Principal
Balances of all the Mortgage Loans as of the beginning of the related Due
Period.

         "TRUSTEE FEE RATE":  0.005% per annum.

         "TRUSTEE'S PORTION": As to any Distribution Date, a fraction, the
numerator of which is equal to one, and the denominator of which is the actual
number of days that amounts on deposit in the Distribution Account have been
invested during the month of such Distribution Date.

         "TWO TIMES TEST": As to any Distribution Date, (i) the Aggregate
Subordinate Percentage is at least two times the Aggregate Subordinate
Percentage as of the Closing Date; (ii) the aggregate of the Principal Balances
of all Mortgage Loans Delinquent 60 days or more (including Mortgage Loans in
REO and foreclosure) (averaged over the preceding six-month

                                       35
<PAGE>

period), as a percentage of the aggregate of the Class Certificate Principal
Balances of the Subordinate Certificates, does not equal or exceed 50%; and
(iii) cumulative Realized Losses do not exceed 30% of the Original Subordinated
Principal Balance.

         "UNCOLLECTED INTEREST": With respect to any Distribution Date for any
Mortgage Loan on which a Payoff was made by a Mortgagor during the related
Prepayment Period, except for Payoffs received during the period from the first
through the 14th day of the month of such Distribution Date, an amount equal to
one month's interest at the applicable Net Loan Rate on such Mortgage Loan less
the amount of interest actually paid by the Mortgagor with respect to such
Payoff and available for distribution on the Certificates.

         "UNCOMPENSATED INTEREST SHORTFALL": For any Distribution Date, the sum
of (i) aggregate Curtailment Shortfall with respect to the Mortgage Loans and
(ii) the excess, if any, of (a) aggregate Uncollected Interest with respect to
the Mortgage Loans over (b) Compensating Interest with respect to the Mortgage
Loans.

         "UNDERWRITER'S EXEMPTION": Prohibited Transaction Exemption 97-34, 62
Fed. Reg. 39021 (1997), as amended (or any successor thereto), or any
substantially similar administrative exemption granted by the U.S. Department of
Labor.

         "UNINSURED CAUSE": Any cause of damage to a Mortgaged Property such
that the complete restoration of such property is not fully reimbursable by the
hazard insurance policies required to be maintained pursuant to Section 3.14.

         "UNITED STATES PERSON" or "U.S. PERSON": A citizen or resident of the
United States, a corporation, partnership or other entity treated as a
corporation or partnership for federal income tax purposes (other than a
partnership that is not treated as a U.S. Person pursuant to any applicable
Treasury regulations) created or organized in, or under the laws of, the United
States, any state thereof or the District of Columbia, or an estate the income
of which from sources without the United States is includible in gross income
for United States federal income tax purposes regardless of its connection with
the conduct of a trade or business within the United States, or a trust if a
court within the United States is able to exercise primary supervision over the
administration of the trust and one or more United States persons have authority
to control all substantial decisions of the trust. The term "United States"
shall have the meaning set forth in Section 7701 of the Code or successor
provisions.

         "UNPAID INTEREST SHORTFALL AMOUNT": With respect to each Class of
Certificates and (i) the first Distribution Date, zero, and (ii) any
Distribution Date after the first Distribution Date, the amount, if any, by
which (a) the sum of (1) the Monthly Interest Distributable Amount for that
Class for the immediately preceding Distribution Date and (2) the outstanding
Unpaid Interest Shortfall Amount, if any, for that Class for such preceding
Distribution Date exceeds (b) the aggregate amount distributed on that Class in
respect of interest pursuant to clause (a) of this definition on the preceding
Distribution Date.

         "UPPER TIER REMIC": As defined in the Preliminary Statement.

                                       36
<PAGE>

         "VALUE": With respect to any Mortgage Loan and the related Mortgaged
Property, the lesser of:

              (i) the value of such Mortgaged Property as determined by an
         appraisal made for the originator of the Mortgage Loan at the time of
         origination of the Mortgage Loan by an appraiser who met the minimum
         requirements of Fannie Mae and Freddie Mac; and

              (ii) the purchase price paid for the related Mortgaged Property by
         the Mortgagor with the proceeds of the Mortgage Loan;

provided, however, that in the case of a Refinancing Mortgage Loan, such value
of the Mortgaged Property is based solely upon the value determined by an
appraisal made for the originator of such Refinancing Mortgage Loan at the time
of origination by an appraiser who met the minimum requirements of Fannie Mae
and Freddie Mac.

         "VOTING RIGHTS": The portion of the voting rights of all of the
Certificates which is allocated to any Certificate. The voting rights shall be
allocated among the Classes of Certificates, pro rata, based on a fraction,
expressed as a percentage, the numerator of which is the Class Certificate
Principal Balance of such Class and the denominator of which is the aggregate of
the Class Certificate Principal Balances then outstanding; provided, however,
that when none of the Regular Certificates is outstanding, 50% of the voting
rights shall be allocated to the Holder of each Class of Residual Certificates.
The voting rights allocated to a Class of Certificates shall be allocated among
all Holders of such Class, pro rata, based on a fraction the numerator of which
is the Certificate Principal Balance or Certificate Notional Balance of each
Certificate of such Class and the denominator of which is the Class Certificate
Principal Balance or Class Certificate Notional Balance of such Class; provided,
however, that any Certificate registered in the name of the Master Servicer, the
Depositor, the Trustee or any of their respective affiliates shall not be
included in the calculation of Voting Rights.

         "WRITEDOWN AMOUNT": The reduction described in Section 4.03(c).

         SECTION 1.02. Declaration of Trust. (a) The Trust shall be known as
"Thornburg Mortgage Securities Trust 2001-2," in which name the Trustee and
Delaware Trustee may conduct the affairs of the Trust, make and execute
contracts and other instruments on behalf of the Trust and sue and be sued on
behalf of the Trust. The Depositor hereby appoints Bankers Trust (Delaware) as a
co-trustee of the Trust effective as of the date hereof, to have all the rights,
powers and duties set forth herein and in the DBTA. The Delaware Trustee and the
Trustee are hereby authorized to file the Certificate of Trust with the
Secretary of State pursuant to Section 3810 of the DBTA.

         (b) It is the intention of the parties hereto that the Trust
constitutes a business trust under the DBTA and that this Agreement constitutes
the governing instrument of the Trust. Effective as of the date hereof, the
Delaware Trustee shall have all rights, powers and duties set forth herein and
in the DBTA with respect to accomplishing the purposes of the Trust. It is
expressly agreed by the parties hereto that pursuant to Section 3809 of the
DBTA, the laws of Delaware, both statutory and common law, relating to trusts
(other than the DBTA) shall not apply to the Trust.

                                       37
<PAGE>

         (c) Legal title to all property in the Trust shall be vested at all
times in the Trust as a separate legal entity except where applicable law in any
jurisdiction requires title to any part of the property of the Trust to be
vested in a trustee or trustees, in which case legal title shall be deemed to be
vested in the Trustee, a co-trustee and/or a separate trustee, as the case may
be.

         (d) The Trust shall be located and administered in, the State of
Delaware, California or New York.

         (e) (a) The Trust shall not engage in any activities other than those
required or authorized by the terms of this Agreement relating to the issuance,
sale and payment of the Certificates in accordance with their terms, the
acquisition, management, collection and holding of the assets of the Trust and
the collection, investment and distribution of moneys deposited in the accounts,
all in accordance with the provisions hereunder.

         (f) In the event of the appointment of a successor Delaware Trustee,
such successor shall cause an amendment to the Certificate of Trust to be filed
with the Delaware Secretary of State in accordance with Section 3810 of the
DBTA, indicating the change of such Delaware Trustee's identity. In addition,
until the termination of the Trust and this Agreement, either the Trustee or
Delaware Trustee shall fulfill the requirements of the DBTA.

         Upon the winding up of the Trust, the Trustee shall cause the
Certificate of Trust to be cancelled by filing a certificate of cancellation
with the Delaware Secretary of State.

         SECTION 1.03. Accounting.

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

                                   ARTICLE II

                          CONVEYANCE OF MORTGAGE LOANS;
                        ORIGINAL ISSUANCE OF CERTIFICATES

         SECTION 2.01. Conveyance of Mortgage Loans.

         The Depositor, concurrently with the execution and delivery hereof,
does hereby transfer, assign, set over and otherwise convey to the Trustee
without recourse for the benefit of the Certificateholders all the right, title
and interest of the Depositor, including any security interest therein for the
benefit of the Depositor, in and to (i) each Mortgage Loan (other than the right
to receive any Retained Interest and prepayment penalties thereunder) identified
on the Mortgage Loan Schedule, including the related Cut-Off Date Principal
Balance, all interest due thereon after the Cut-Off Date and all collections in
respect of interest and principal due after the Cut-Off Date; (ii) any real
property that secured each such Mortgage Loan and that has been acquired by
foreclosure or deed in lieu of foreclosure; (iii) the Depositor's interest in
any

                                       38
<PAGE>

insurance policies in respect of the Mortgage Loans; (iv) the Depositor's
security interest in the Additional Collateral; (v) all proceeds of any of the
foregoing; and (vi) all other assets included or to be included in the Trust
Fund. Such assignment includes all interest and principal due to the Depositor
or the Master Servicer after the Cut-Off Date with respect to the Mortgage
Loans.

         Concurrently with the execution and delivery of this Agreement, the
Depositor does hereby assign to the Trustee all of its rights and interest under
the Mortgage Loan Purchase Agreement. The Trustee hereby accepts such
assignment, and shall be entitled to exercise all rights of the Depositor under
the Mortgage Loan Purchase Agreement as if, for such purpose, it were the
Depositor. The foregoing sale, transfer, assignment, set-over, deposit and
conveyance does not and is not intended to result in creation or assumption by
the Trustee of any obligation of the Depositor, the Seller or any other Person
in connection with the Mortgage Loans or any other agreement or instrument
relating thereto except as specifically set forth herein.

         In addition, with respect to any Additional Collateral Mortgage Loan,
the Depositor does hereby transfer, assign, set-over and otherwise convey to the
Trustee without recourse (except as provided herein) (i) its rights as assignee
under any security agreements, pledge agreements or guarantees relating to the
Additional Collateral supporting any Additional Collateral Mortgage Loan, (ii)
its security interest in and to any Additional Collateral, (iii) its right to
receive payments in respect of any Additional Collateral Mortgage Loan pursuant
to the related Servicing Agreement, and (iv) its rights as beneficiary under the
Certificate Guaranty Surety Bond related in respect of any Additional Collateral
Mortgage Loans conveyed to the Seller from MSDWCC.

         In connection with such transfer and assignment, the Seller, on behalf
of the Depositor, does hereby deliver on the Closing Date, unless otherwise
specified in this Section 2.01, to, and deposit with the Trustee, or the
Custodian as its designated agent, the following documents or instruments with
respect to each Mortgage Loan (a "MORTGAGE FILE") so transferred and assigned:

         (i)    the original Mortgage Note, endorsed either on its face or by
                allonge attached thereto in the following form: "Pay to the
                order of Bankers Trust Company of California, N.A., as Trustee
                for Thornburg Mortgage Securities Trust 2001-2, without
                recourse", or with respect to any lost Mortgage Note, an
                original Lost Note Affidavit stating that the original mortgage
                note was lost, misplaced or destroyed, together with a copy of
                the related mortgage note; provided, however, that such
                substitutions of Lost Note Affidavits for original Mortgage
                Notes may occur only with respect to Mortgage Loans the
                aggregate Cut-Off Date Principal Balance of which is less than
                or equal to 2% of the Cut-Off Date Aggregate Principal Balance;

         (ii)   except as provided below, for each Mortgage Loan that is not a
                MERS Mortgage Loan, the original Mortgage, and in the case of
                each MERS Mortgage Loan, the original Mortgage, noting the
                presence of the MIN for that Mortgage Loan and either language
                indicating that the Mortgage Loan is a MOM Loan if the Mortgage
                Loan is a MOM Loan, or if such Mortgage Loan was not a MOM Loan
                at origination, the original Mortgage and the assignment to
                MERS, in each case

                                       39
<PAGE>

                with evidence of recording thereon, and the original recorded
                power of attorney, if the Mortgage was executed pursuant to a
                power of attorney, with evidence of recording thereon or, if
                such Mortgage or power of attorney has been submitted for
                recording but has not been returned from the applicable public
                recording office, has been lost or is not otherwise available, a
                copy of such Mortgage or power of attorney, as the case may be,
                certified to be a true and complete copy of the original
                submitted for recording;

         (iii)  in the case of each Mortgage Loan that is not a MERS Mortgage
                Loan, an original Assignment of Mortgage, in form and substance
                acceptable for recording. The Mortgage shall be assigned to
                "Bankers Trust Company of California, N.A., as Trustee for
                Thornburg Mortgage Securities Trust 2001-2, without recourse";

         (iv)   in the case of each Mortgage Loan that is not a MERS Mortgage
                Loan, an original copy of any intervening Assignment of Mortgage
                showing a complete chain of assignments;

         (v)    the original or a certified copy of lender's title insurance
                policy; and

         (vi)   the original or copies of each assumption, modification, written
                assurance or substitution agreement, if any.

         In addition, in connection with the assignment of any MERS Mortgage
Loan, the Seller agrees that it will cause, at the Seller's expense, the MERS(R)
System to indicate that such Mortgage Loans have been assigned by the Seller to
the Trustee in accordance with this Agreement for the benefit of the
Certificateholders by including (or deleting, in the case of Mortgage Loans that
are repurchased in accordance with this Agreement) in such computer files the
information required by the MERS(R) System to identify the series of the
Certificates issued in connection with the transfer of such Mortgage Loans of
the Thornburg Mortgage Securities Trust 2001-2.

         With respect to each Cooperative Loan the Seller, on behalf of the
Depositor does hereby deliver to the Trustee the related Cooperative Loan
Documents and shall cause the Master Servicer to take such actions as are
necessary under applicable law (including but not limited to the relevant UCC)
in order to perfect the interest of the Trustee in the related Mortgaged
Property.

         The Seller shall deliver the required documents to the Trustee prior to
the Closing Date. In the case of the documents referred to in Section 2.01(iii),
however, the Seller has delivered a copy of each Assignment of Mortgage
certified by the Seller to be a true and complete copy of the original and,
within two Business Days after the Closing Date, the Seller will deliver each
original Assignment of Mortgage to the applicable public recording office for
recordation.

         The Trustee agrees to execute and deliver to the Depositor on or prior
to the Closing Date an acknowledgment of receipt of the original Mortgage Note
(with any exceptions noted), substantially in the form attached as Exhibit G-3
hereto.

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<PAGE>

         If, as of the Closing Date, any of the documents referred to in Section
2.01(ii) or (iv) above has been submitted for recording but either (x) has not
been returned from the applicable public recording office or (y) has been lost
or such public recording office has retained the original of such document, the
obligations of the Seller to deliver such documents shall be deemed to be
satisfied upon (1) delivery to the Trustee, no later than the Closing Date, of a
copy of each such document certified by the Seller in the case of (x) above or
the applicable public recording office in the case of (y) above to be a true and
complete copy of the original that was submitted for recording and (2) if such
copy is certified by the Seller, delivery to the Trustee, promptly upon receipt
thereof, of either the original or a copy of such document certified by the
applicable public recording office to be a true and complete copy of the
original. If the original lender's title insurance policy, or a certified copy
thereof, was not delivered pursuant to Section 2.01(v) above, the Seller shall
deliver or cause to be delivered to the Trustee the original or a copy of a
written commitment or interim binder or preliminary report of title issued by
the title insurance or escrow company, with the original or a certified copy
thereof to be delivered to the Trustee, promptly upon receipt thereof. The
Seller shall deliver or cause to be delivered to the Trustee, promptly upon
receipt thereof, any other documents constituting a part of a Mortgage File
received with respect to any Mortgage Loan sold to the Depositor by the Seller,
including, but not limited to, any original documents evidencing an assumption
or modification of any Mortgage Loan.

         Upon discovery or receipt of notice of any materially defective
document in, or that a document is missing from, a Mortgage File, the Seller
shall have 90 days to cure such defect or deliver such missing document to the
Trustee. If the Seller does not cure such defect or deliver such missing
document within such time period, the Seller shall either repurchase or
substitute for such Mortgage Loan in accordance with Section 2.03 hereof. The
Seller shall cause the Assignments of Mortgage referred to in Section 2.01(iii)
hereof and, to the extent necessary, in Section 2.01(iv) hereof to be recorded;
provided, however, that the Seller need not cause to be recorded any Assignment
which relates to a Mortgage Loan in any jurisdiction under the laws of which, as
evidenced by a legal memorandum delivered by the Seller to the Trustee and the
Rating Agency, the recordation of such Assignment is not necessary to protect
the Trustee's interest in the related Mortgage Loan. The Seller shall be
required to deliver such Assignments for recording within 30 days of the Closing
Date. The Seller shall furnish the Trustee, or its designated agent, with a copy
of each Assignment of Mortgage submitted for recording. In the event that any
such Assignment is lost or returned unrecorded because of a defect therein, the
Seller shall promptly have a substitute Assignment prepared or have such defect
cured, as the case may be, and thereafter cause each such Assignment to be duly
recorded.

         The Depositor herewith delivers to the Trustee an executed copy of the
Mortgage Loan Purchase Agreement.

         SECTION 2.02. Acceptance by Trustee.

         The Trustee hereby accepts its appointment as Custodian hereunder and
acknowledges the receipt, subject to the provisions of Section 2.01 and subject
to the review described below and any exceptions noted on the exception report
described in the next paragraph below, of the documents referred to in Section
2.01 above and all other assets included in the definition of

                                       41
<PAGE>

"Trust Fund" and declares that, in its capacity as Custodian, it holds and will
hold such documents and the other documents delivered to it constituting a
Mortgage File, and that it holds or will hold all such assets and such other
assets included in the definition of "Trust Fund" in trust for the exclusive use
and benefit of all present and future Certificateholders.

         The Trustee further agrees, for the benefit of the Certificateholders,
to review each Mortgage File delivered to it and to certify and deliver to the
Depositor, the Seller, the Master Servicer and the Rating Agency an initial
certification in substantially the form attached hereto as Exhibit G-1, within
45 days after the Closing Date (or, with respect to any document delivered after
the Startup Day, within 45 days of receipt and with respect to any Qualified
Substitute Mortgage, within 45 days after the assignment thereof) that, as to
each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage
Loan paid in full or any Mortgage Loan specifically identified in the exception
report annexed thereto as not being covered by such certification), (i) all
documents required to be delivered to it pursuant Section 2.01 of this Agreement
are in its possession, (ii) such documents have been reviewed by it and have not
been mutilated, damaged or torn and relate to such Mortgage Loan and (iii) based
on its examination and only as to the foregoing, the information set forth in
the Mortgage Loan Schedule that corresponds to items (i), (ii), (iii), (xiii),
(xiv) and (xviii) of the Mortgage Loan Schedule accurately reflects information
set forth in the Mortgage File. It is herein acknowledged that, in conducting
such review, the Trustee is under no duty or obligation to inspect, review or
examine any such documents, instruments, certificates or other papers to
determine that they are genuine, enforceable, or appropriate for the represented
purpose or that they have actually been recorded or that they are other than
what they purport to be on their face.

         Prior to the first anniversary date of this Agreement, the Trustee
shall deliver to the Depositor, the Seller and the Master Servicer a final
certification in the form annexed hereto as Exhibit G-2 evidencing the
completeness of the Mortgage Files, with any applicable exceptions noted
thereon.

         If, in the process of reviewing the Mortgage Files and making or
preparing, as the case may be, the certifications referred to above, the Trustee
finds any document or documents constituting a part of a Mortgage File to be
missing or defective in any material respect, at the conclusion of its review
the Trustee (or the Custodian as its designated agent) shall so notify the
Seller, the Depositor and the Master Servicer. In addition, upon the discovery
by the Seller or the Depositor (or upon receipt by the Trustee of written
notification of such breach) of a breach of any of the representations and
warranties made by the Seller in the Mortgage Loan Purchase Agreement in respect
of any Mortgage Loan that materially adversely affects such Mortgage Loan or the
interests of the related Certificateholders in such Mortgage Loan, the party
discovering such breach shall give prompt written notice to the other parties to
this Agreement.

         The Depositor and the Trustee intend that the assignment and transfer
herein contemplated constitute a sale of the Mortgage Loans, the related
Mortgage Notes and the related documents, conveying good title thereto free and
clear of any liens and encumbrances, from the Depositor to the Trustee and that
such property not be part of the Depositor's estate or property of the Depositor
in the event of any insolvency by the Depositor. In the event that such
conveyance is deemed to be, or to be made as security for, a loan, the parties
intend that the Depositor shall be deemed to have granted and does hereby grant
to the Trustee a first priority

                                       42
<PAGE>

perfected security interest in all of the Depositor's right, title and interest
in and to the Mortgage Loans, the related Mortgage Notes and the related
documents, and that this Agreement shall constitute a security agreement under
applicable law.

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

         (a) Upon discovery or receipt of written notice of any materially
defective document in, or that a document is missing from, a Mortgage File or of
the breach by the Seller of any representation, warranty or covenant under the
Mortgage Loan Purchase Agreement or in Section 2.04 or Section 2.08 hereof in
respect of any Mortgage Loan which materially adversely affects the value of
that Mortgage Loan or the interest therein of the Certificateholders, the
Trustee (or the Custodian as its designated agent) shall promptly notify the
Seller of such defect, missing document or breach and request that the Seller
deliver such missing document or cure such defect or breach within 90 days from
the date that the Seller was notified of such missing document, defect or
breach, and if the Seller does not deliver such missing document or cure such
defect or breach in all material respects during such period, the Trustee shall
enforce the Seller's obligation under the Mortgage Loan Purchase Agreement and
cause the Seller to repurchase that Mortgage Loan from the Trust Fund at the
Purchase Price on or prior to the Determination Date following the expiration of
such 90 day period (subject to Section 2.03(e) below); provided, however, that,
in connection with any such breach that could not reasonably have been cured
within such 90 day period, if the Seller shall have commenced to cure such
breach within such 90 day period, the Seller shall be permitted to proceed
thereafter diligently and expeditiously to cure the same within the additional
period provided under the Mortgage Loan Purchase Agreement; and, provided
further, that, in the case of the breach of any representation, warranty or
covenant made by the Seller in Schedule III to the Mortgage Loan Purchase
Agreement, the Seller shall be obligated to cure such breach or purchase the
affected Mortgage Loans. The Purchase Price for the repurchased Mortgage Loan
shall be deposited in the Collection Account on or prior to the next
Determination Date after the Seller's obligation to repurchase such Mortgage
Loan arises, and the Seller shall, upon the making of such deposit, cause the
related Servicer to provide a written certification of receipt of such deposit
to the Trustee. The Trustee, upon receipt of such written certification, shall
release to the Seller the related Mortgage File and shall execute and deliver
such instruments of transfer or assignment, in each case without recourse, as
the Seller shall furnish to it and as shall be necessary to vest in the Seller
any Mortgage Loan released pursuant hereto and the Trustee shall have no further
responsibility with regard to such Mortgage File (it being understood that the
Trustee shall have no responsibility for determining the sufficiency of such
assignment for its intended purpose). In lieu of repurchasing any such Mortgage
Loan as provided above, the Seller may cause such Mortgage Loan to be removed
from the Trust Fund (in which case it shall become a Deleted Mortgage Loan) and
substitute one or more Qualified Substitute Mortgage Loans in the manner and
subject to the limitations set forth in Section 2.03(d) below. It is understood
and agreed that the obligation of the Seller to cure or to repurchase (or to
substitute for) any Mortgage Loan as to which a document is missing, a material
defect in a constituent document exists or as to which such a breach has
occurred and is continuing shall constitute the sole remedy against the Seller
respecting such omission, defect or breach available to the Trustee on behalf of
the Certificateholders.

                                       43
<PAGE>

         The Trustee shall enforce the obligations of the Seller under the
Mortgage Loan Purchase Agreement including, without limitation, any obligation
of the Seller to purchase a Mortgage Loan on account of missing or defective
documentation or on account of a breach of a representation, warranty or
covenant as described in this Section 2.03(a).

         (b) If pursuant to the provisions of Section 2.03(a), the Seller
repurchases or otherwise removes from the Trust Fund a Mortgage Loan that is a
MERS Mortgage Loan, the Seller shall either (i) cause MERS to execute and
deliver an Assignment of Mortgage in recordable form to transfer the Mortgage
from MERS to the Seller and shall cause such Mortgage to be removed from
registration on the MERS(R) System in accordance with MERS' rules and
regulations or (ii) cause MERS to designate on the MERS(R) System the Seller or
its designee as the beneficial holder of such Mortgage Loan.

         (c) [Reserved].

         (d) Any substitution of Qualified Substitute Mortgage Loans for Deleted
Mortgage Loans made pursuant to Section 2.03(a) above must be effected prior to
the last Business Day that is within two years after the Closing Date. As to any
Deleted Mortgage Loan for which the Seller substitutes a Qualified Substitute
Mortgage Loan or Loans, such substitution shall be effected by the Seller
delivering to the Trustee, for such Qualified Substitute Mortgage Loan or Loans,
the Mortgage Note, the Mortgage, the Assignment to the Trustee, and such other
documents and agreements, with all necessary endorsements thereon, as are
required by Section 2.01 hereof, together with an Officers' Certificate stating
that each such Qualified Substitute Mortgage Loan satisfies the definition
thereof and specifying the Substitution Adjustment (as described below), if any,
in connection with such substitution; provided, however, that, in the case of
any Qualified Substitute Mortgage Loan that is a MERS Mortgage Loan, the Seller
shall provide such documents and take such other action with respect to such
Qualified Substitute Mortgage Loans as are required pursuant to Section 2.01
hereof. The Trustee shall acknowledge receipt for such Qualified Substitute
Mortgage Loan or Loans and, within 45 days thereafter, shall review such
documents as specified in Section 2.02 hereof and deliver to the related
Servicer, with respect to such Qualified Substitute Mortgage Loan or Loans, a
certification substantially in the form attached hereto as Exhibit G-1, with any
exceptions noted thereon. Within one year of the date of substitution, the
Trustee shall deliver to the Seller and the Master Servicer a certification
substantially in the form of Exhibit G-2 hereto with respect to such Qualified
Substitute Mortgage Loan or Loans, with any exceptions noted thereon. Monthly
Payments due with respect to Qualified Substitute Mortgage Loans in the month of
substitution are not part of the Trust Fund and will be retained by the Seller.
For the month of substitution, distributions to Certificateholders will reflect
the collections and recoveries in respect of such Deleted Mortgage Loan in the
Due Period preceding the month of substitution and the Depositor or the Seller,
as the case may be, shall thereafter be entitled to retain all amounts
subsequently received in respect of such Deleted Mortgage Loan. The Seller shall
give or cause to be given written notice to the Certificateholders that such
substitution has taken place, shall amend the Mortgage Loan Schedule to reflect
the removal of such Deleted Mortgage Loan from the terms of this Agreement and
the substitution of the Qualified Substitute Mortgage Loan or Loans and shall
deliver a copy of such amended Mortgage Loan Schedule to the Trustee. Upon such
substitution, such Qualified Substitute Mortgage Loan or Loans shall constitute
part of the Trust Fund and shall be subject in all respects to the terms of this
Agreement and, in the case of a

                                       44
<PAGE>

substitution effected by the Seller, the Mortgage Loan Purchase Agreement,
including, in the case of a substitution effected by the Seller all
representations and warranties thereof included in the Mortgage Loan Purchase
Agreement and all representations and warranties thereof set forth in Section
2.04 hereof, in each case as of the date of substitution.

         For any month in which the Seller substitutes one or more Qualified
Substitute Mortgage Loans for one or more Deleted Mortgage Loans, the Seller
shall determine, and provide written certification to the Trustee and the Seller
as to, the amount (each, a "SUBSTITUTION ADJUSTMENT"), if any, by which the
aggregate Purchase Price of all such Deleted Mortgage Loans exceeds the
aggregate, as to each such Qualified Substitute Mortgage Loan, of the principal
balance thereof as of the date of substitution, together with one month's
interest on such principal balance at the applicable Net Loan Rate. On or prior
to the next Determination Date after the Seller's obligation to repurchase the
related Deleted Mortgage Loan arises, the Seller will deliver or cause to be
delivered to the Trustee for deposit in the Distribution Account an amount equal
to the related Substitution Adjustment, if any, and the Trustee, upon receipt of
the related Qualified Substitute Mortgage Loan or Loans, shall release to the
Seller the related Mortgage File or Files and shall execute and deliver such
instruments of transfer or assignment, in each case without recourse, as the
Seller shall deliver to it and as shall be necessary to vest therein any Deleted
Mortgage Loan released pursuant hereto.

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

         (e) Upon discovery by the Seller or the Trustee that any Mortgage Loan
does not constitute a "qualified mortgage" within the meaning of Section
860G(a)(3) of the Code, the party discovering such fact shall within two
Business Days give written notice thereof to the other parties. In connection
therewith, the Seller shall repurchase or, subject to the limitations set forth
in Section 2.03(d), substitute one or more Qualified Substitute Mortgage Loans
for the affected Mortgage Loan within 90 days of the earlier of discovery or
receipt of such notice with respect to such affected Mortgage Loan. Any such
repurchase or substitution shall be made in the same manner as set forth in
Section 2.03(a) above, if made by the Seller. The Trustee shall reconvey to the
Seller the Mortgage Loan to be released pursuant hereto in the same manner, and
on the same terms and conditions, as it would a Mortgage Loan repurchased for
breach of a representation or warranty.

         SECTION 2.04. Representations and Warranties of the Seller with Respect
to the Mortgage Loans.

         The Seller hereby represents and warrants to the Trustee for the
benefit of the Certificateholders that, as of the Closing Date or as of such
other date specifically provided herein, the representations and warranties made
by the Seller pursuant to Schedule III to the

                                       45
<PAGE>

Mortgage Loan Purchase Agreement are hereby being made to the Trustee and are
true and correct as of the Closing Date.

         With respect to the representations and warranties incorporated in this
Section 2.04 that are made to the best of the Seller's knowledge or as to which
the Seller has no knowledge, if it is discovered by the Depositor, the Seller or
the Trustee that the substance of such representation and warranty is inaccurate
and such inaccuracy materially and adversely affects the value of the related
Mortgage Loan or the interest therein of the Certificateholders then,
notwithstanding the Seller's lack of knowledge with respect to the substance of
such representation and warranty being inaccurate at the time the representation
or warranty was made, such inaccuracy shall be deemed a breach of the applicable
representation or warranty.

         Within 90 days of its discovery or its receipt of notice of any such
missing or materially defective documentation or any such breach of a
representation or warranty, the Seller shall promptly deliver such missing
document or cure such defect or breach in all material respects or, in the event
such defect or breach cannot be cured, the Seller shall repurchase the affected
Mortgage Loan or cause the removal of such Mortgage Loan from the Trust Fund and
substitute for it one or more Qualified Substitute Mortgage Loans, in either
case, in accordance with Section 2.03 hereof.

         It is understood and agreed that the representations and warranties
incorporated in this Section 2.04 shall survive delivery of the Mortgage Files
to the Trustee and shall inure to the benefit of the Certificateholders
notwithstanding any restrictive or qualified endorsement or assignment. Upon
discovery by any of the Depositor, the Seller or the Trustee of a breach of any
of the foregoing representations and warranties which materially and adversely
affects the value of any Mortgage Loan or the interests therein of the
Certificateholders, the party discovering such breach shall give prompt written
notice to the other parties, and in no event later than two Business Days from
the date of such discovery. It is understood and agreed that the obligations of
the Seller set forth in Section 2.03(a) hereof to cure, substitute for or
repurchase a related Mortgage Loan pursuant to the Mortgage Loan Purchase
Agreement constitute the sole remedies available to the Certificateholders or to
the Trustee on their behalf respecting a breach of the representations and
warranties incorporated in this Section 2.04.

         SECTION 2.05. [Reserved].

         SECTION 2.06. Representations and Warranties of the Depositor.

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

              (i) this agreement constitutes a legal, valid and binding
         obligation of the Depositor, enforceable against the Depositor in
         accordance with its terms, except as enforceability may be limited by
         applicable bankruptcy, insolvency, reorganization, moratorium or other
         similar laws now or hereafter in effect affecting the enforcement of
         creditors' rights in general an except as such enforceability may be
         limited by general principles of equity (whether considered in a
         proceeding at law or in equity);

                                       46
<PAGE>

              (ii) immediately prior to the sale and assignment by the Depositor
         to the Trustee on behalf of the Trust of each Mortgage Loan, the
         Depositor had good and marketable title to each Mortgage Loan (insofar
         as such title was conveyed to it by the Seller) subject to no prior
         lien, claim, participation interest, mortgage, security interest,
         pledge, charge or other encumbrance or other interest of any nature;

              (iii) as of the Closing Date, the Depositor has transferred all
         right, title and interest in the Mortgage Loans to the Trustee on
         behalf of the Trust;

              (iv) the Depositor has not transferred the Mortgage Loans to the
         Trustee on behalf of the Trust with any intent to hinder, delay or
         defraud any of its creditors;

              (v) the Depositor has been duly incorporated and is validly
         existing as a corporation in good standing under the laws of Delaware,
         with full corporate power and authority to own its assets and conduct
         its business as presently being conducted;

              (vi) the Depositor is not in violation of its certificate of
         incorporation or by-laws or in default in the performance or observance
         of any material obligation, agreement, covenant or condition contained
         in any contract, indenture, mortgage, loan agreement, note, lease or
         other instrument to which the Depositor is a party or by which it or
         its properties may be bound, which default might result in any material
         adverse changes in the financial condition, earnings, affairs or
         business of the Depositor or which might materially and adversely
         affect the properties or assets, taken as a whole, of the Depositor;

              (vii) the execution, delivery and performance of this Agreement by
         the Depositor, and the consummation of the transactions contemplated
         hereby, do not and will not result in a material breach or violation of
         any of the terms or provisions of, or, to the knowledge of the
         Depositor, constitute a default under, any indenture, mortgage, deed of
         trust, loan agreement or other agreement or instrument to which the
         Depositor is a party or by which the Depositor is bound or to which any
         of the property or assets of the Depositor is subject, nor will such
         actions result in any violation of the provisions of the certificate of
         incorporation or by-laws of the Depositor or, to the best of the
         Depositor's knowledge without independent investigation, any statute or
         any order, rule or regulation of any court or governmental agency or
         body having jurisdiction over the Depositor or any of its properties or
         assets (except for such conflicts, breaches, violations and defaults as
         would not have a material adverse effect on the ability of the
         Depositor to perform its obligations under this Agreement);

              (viii) to the best of the Depositor's knowledge without any
         independent investigation, no consent, approval, authorization, order,
         registration or qualification of or with any court or governmental
         agency or body of the United States or any other jurisdiction is
         required for the issuance of the Certificates, or the consummation by
         the Depositor of the other transactions contemplated by this Agreement,
         except such consents, approvals, authorizations, registrations or
         qualifications as (a) may be required under State securities or "blue
         sky" laws, (b) have been previously obtained or (c) the failure of
         which to obtain would not have a material adverse effect on the
         performance by

                                       47
<PAGE>

         the Depositor of its obligations under, or the validity or
         enforceability of, this Agreement; and

              (ix) there are no actions, proceedings or investigations pending
         before or, to the Depositor's knowledge, threatened by any court,
         administrative agency or other tribunal to which the Depositor is a
         party or of which any of its properties is the subject: (a) which if
         determined adversely to the Depositor would have a material adverse
         effect on the business, results of operations or financial condition of
         the Depositor; (b) asserting the invalidity of this Agreement or the
         Certificates; (c) seeking to prevent the issuance of the Certificates
         or the consummation by the Depositor of any of the transactions
         contemplated by this Agreement, as the case may be; or (d) which might
         materially and adversely affect the performance by the Depositor of its
         obligations under, or the validity or enforceability of, this
         Agreement.

         SECTION 2.07. Issuance of Certificates.

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

         SECTION 2.08. Representations and Warranties of the Seller.

         The Seller hereby represents and warrants to the Trust and the Trustee
on behalf of the Certificateholders that, as of the Closing Date or as of such
date specifically provided herein:

              (i) the Seller is duly organized, validly existing and in good
         standing as a corporation under the laws of the State of Delaware and
         is and will remain in compliance with the laws of each state in which
         any Mortgaged Property is located to the extent necessary to fulfill
         its obligations hereunder;

              (ii) the Seller has the power and authority to hold each Mortgage
         Loan, to sell each Mortgage Loan, to execute, deliver and perform, and
         to enter into and consummate, all transactions contemplated by this
         Agreement. The Seller has duly authorized the execution, delivery and
         performance of this Agreement, has duly executed and delivered this
         Agreement and this Agreement, assuming due authorization, execution and
         delivery by the other parties hereto, constitutes a legal, valid and
         binding obligation of the Seller, enforceable against it in accordance
         with its terms except as the enforceability thereof may be limited by
         bankruptcy, insolvency or reorganization or other similar laws in
         relation to the rights of creditors generally;

              (iii) the execution and delivery of this Agreement by the Seller
         and the performance of and compliance with the terms of this Agreement
         will not violate the

                                       48
<PAGE>

         Seller's articles of incorporation or by-laws or constitute a default
         under or result in a material breach or acceleration of, any material
         contract, agreement or other instrument to which the Seller is a party
         or which may be applicable to the Seller or its assets;

              (iv) the Seller is not in violation of, and the execution and
         delivery of this Agreement by the Seller and its performance and
         compliance with the terms of this Agreement will not constitute a
         violation with respect to, any order or decree of any court or any
         order or regulation of any federal, state, municipal or governmental
         agency having jurisdiction over the Seller or its assets, which
         violation might have consequences that would materially and adversely
         affect the condition (financial or otherwise) or the operation of the
         Seller or its assets or might have consequences that would materially
         and adversely affect the performance of its obligations and duties
         hereunder;

              (v) the Seller does not believe, nor does it have any reason or
         cause to believe, that it cannot perform each and every covenant
         contained in this Agreement;

              (vi) the Seller has good, marketable and indefeasible title to the
         Mortgage Loans, free and clear of any and all liens, pledges, charges
         or security interests of any nature encumbering the Mortgage Loans and
         upon the payment of the purchase price under the Mortgage Loan Purchase
         Agreement by the Depositor, the Depositor will have good and marketable
         title to the Mortgage Notes and Mortgage Loans, free and clear of all
         liens or encumbrances;

              (vii) the Mortgage Loans are not being transferred by the Seller
         with any intent to hinder, delay or defraud any creditors of the
         Seller;

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

              (ix) no consent, approval, authorization or order of any court or
         governmental agency or body is required for the execution, delivery and
         performance by the Seller of, or compliance by the Seller with, this
         Agreement or the consummation of the transactions contemplated by this
         Agreement, except for such consents, approvals, authorizations or
         orders, if any, that have been obtained; and

              (x) the consummation of the transactions contemplated by this
         Agreement are in the ordinary course of business of the Seller, and the
         transfer, assignment and conveyance of the Mortgage Notes and the
         Mortgages by the Seller pursuant to the Mortgage Loan Purchase
         Agreement are not subject to the bulk transfer or any similar statutory
         provisions.

                                       49
<PAGE>

         SECTION 2.09. Covenants of the Seller.

         The Seller hereby covenants that, except for the transfer hereunder,
the Seller will not sell, pledge, assign or transfer to any other Person, or
grant, create, incur, assume or suffer to exist any lien on any Mortgage Loan,
or any interest therein; the Seller will notify the Trustee, as assignee of the
Depositor, and the Master Servicer of the existence of any lien on any Mortgage
Loan immediately upon discovery thereof, and the Seller will defend the right,
title and interest of the Trust, as assignee of the Depositor, in, to and under
the Mortgage Loans, against all claims of third parties claiming through or
under the Seller; provided, however, that nothing in this Section 2.09 shall
prevent or be deemed to prohibit the Seller from suffering to exist upon any of
the Mortgage Loans any liens for municipal or other local taxes and other
governmental charges if such taxes or governmental charges shall not at the time
be due and payable or if the Seller shall currently be contesting the validity
thereof in good faith by appropriate proceedings and shall have set aside on its
books adequate reserves with respect thereto.

                                   ARTICLE III

                          ADMINISTRATION AND SERVICING
                 OF THE MORTGAGE LOANS; LOSS MITIGATION ADVISOR

         SECTION 3.01. Master Servicer to Service and Administer the Loans.

         The Master Servicer shall, acting alone or through Servicers, service
and administer the Mortgage Loans on behalf of the Trustee and in the best
interests of and for the benefit of the Certificateholders (as determined by the
Master Servicer in its reasonable judgment) in accordance with the terms of this
Agreement, the Servicing Agreements, if any, and the Mortgage Loans and, to the
extent consistent with such terms, in the same manner in which it services and
administers similar mortgage loans for its own portfolio, giving due
consideration to customary and usual standards of practice of mortgage lenders
and loan servicers administering similar mortgage loans but without regard to:

              (i) any relationship that the Master Servicer, any Servicer or any
         Affiliate of the Master Servicer or any Servicer may have with the
         related Mortgagor;

              (ii) the ownership or non-ownership of any Certificate by the
         Master Servicer or any Affiliate of the Master Servicer;

              (iii) the Master Servicer's obligation to make Advances or
         Servicing Advances; or

              (iv) the Master Servicer's or any Servicer's right to receive
         compensation for its services hereunder or with respect to any
         particular transaction.

         To the extent consistent with the foregoing, the Master Servicer shall
seek to maximize the timely and complete recovery of principal and interest on
the Mortgage Notes. Subject only to the above-described servicing standards and
the terms of this Agreement and of the Mortgage Loans, the Master Servicer shall
have full power and authority, acting alone or through Servicers

                                       50
<PAGE>

as provided in Section 3.02, to do or cause to be done any and all things in
connection with such servicing and administration which it may deem necessary or
desirable. Without limiting the generality of the foregoing, the Master Servicer
in its own name or in the name of a Servicer is hereby authorized and empowered
by the Trustee, when the Master Servicer believes it appropriate in its best
judgment in accordance with the servicing standards set forth above, to execute
and deliver, on behalf of the Certificateholders and the Trustee, and upon
notice to the Trustee, 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 related Mortgage Loans and the related
Mortgaged Properties and to institute foreclosure proceedings or obtain a
deed-in-lieu of foreclosure so as to convert the ownership of such properties,
and to hold or cause to be held title to such properties, on behalf of the
Trustee and Certificateholders. The Master Servicer shall service and administer
the Mortgage Loans in accordance with applicable state and federal law and shall
provide to the Mortgagors any reports required to be provided to them thereby.
The Master Servicer shall also comply in the performance of this Agreement with
all reasonable rules and requirements of each insurer under any standard hazard
insurance policy. Subject to Section 3.17, the Trustee shall execute, at the
written request of the Master Servicer, and furnish to the Master Servicer and
any Servicer any special or limited powers of attorney and other documents
necessary or appropriate to enable the Master Servicer or any Servicer to carry
out their servicing and administrative duties hereunder and under the related
Servicing Agreement; provided, however, such limited powers of attorney or other
documents shall be prepared by the Master Servicer and submitted to the Trustee
for execution. The Trustee shall not be liable for the actions of the Master
Servicer or any Servicers under such powers of attorney.

         Subject to Section 3.09 hereof, in accordance with the standards of the
preceding paragraph, the Master Servicer shall advance or cause to be advanced
funds as necessary for the purpose of effecting the timely payment of taxes and
assessments on the Mortgaged Properties, which advances shall be Servicing
Advances reimbursable in the first instance from related collections from the
Mortgagors pursuant to Section 3.09, and further as provided in Section 3.11.
Any cost incurred by the Master Servicer or by Servicers in effecting the timely
payment of taxes and assessments on a Mortgaged Property shall not, for the
purpose of calculating distributions to Certificateholders, be added to the
unpaid Principal Balance of the related Mortgage Loan, notwithstanding that the
terms of such Mortgage Loan so permit.

         Notwithstanding anything in this Agreement to the contrary, the Master
Servicer may not make any future advances with respect to a Mortgage Loan and
the Master Servicer shall not (i) permit any modification (unless contemplated
by the related Mortgage Note at the origination thereof) with respect to any
Mortgage Loan that would change the Mortgage Rate, reduce or increase the
Principal Balance (except for reductions resulting from actual payments of
principal) or change the final maturity date on such Mortgage Loan (unless, as
provided in Section 3.07, the Mortgagor is in default with respect to the
Mortgage Loan or such default is, in the judgment of the Master Servicer,
reasonably foreseeable) or (ii) permit any modification, waiver or amendment of
any term of any Mortgage Loan that would both (A) effect an exchange or
reissuance of such Mortgage Loan under Section 1001 of the Code (or Treasury
regulations promulgated thereunder) and (B) cause the REMIC to fail to qualify
as a REMIC under the Code or the imposition of any tax on "prohibited
transactions" or "contributions after the startup date" under the REMIC
Provisions.

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         SECTION 3.02. Servicing Agreements Between Master Servicer and
Servicers.

         The Master Servicer may enter into Servicing Agreements with Servicers
for the servicing and administration of the Mortgage Loans.

         SECTION 3.03. Successor Servicers.

         The Master Servicer shall be entitled to terminate any Servicing
Agreement and the rights and obligations of any Servicer pursuant to any
Servicing Agreement in accordance with the terms and conditions of such
Servicing Agreement. In the event of termination of any Servicer, all servicing
obligations of such Servicer shall be assumed simultaneously by the Master
Servicer without any act or deed on the part of such Servicer or the Master
Servicer, and the Master Servicer either shall service directly the related
Mortgage Loans or shall enter into a Servicing Agreement with a successor
Servicer.

         In the event the Master Servicer, or any successor Master Servicer,
shall for any reason no longer be the Master Servicer (including by reason of a
Master Servicer Event of Default), the Trustee or any successor Master Servicer
appointed pursuant to Section 7.02 hereunder shall thereupon assume all of the
rights and obligations of the Master Servicer under the Servicing Agreements
with respect to the related Mortgage Loans unless the Trustee or successor
Master Servicer elects to terminate the Servicing Agreements with respect to
such Mortgage Loans in accordance with the terms thereof. The Trustee or the
successor Master Servicer shall be deemed to have assumed all of the Master
Servicer's interest therein with respect to the related Mortgage Loans and to
have replaced the Master Servicer as a party to the Servicing Agreements to the
same extent as if the rights and duties under the Servicing Agreements relating
to such Mortgage Loans had been assigned to the assuming party, except that the
Master Servicer shall not thereby be relieved of any liability or obligations
under the Servicing Agreements with respect to the Master Servicer's duties to
be performed prior to its termination hereunder. The Master Servicer at its
expense shall, upon request of the Trustee or successor Master Servicer, deliver
to the assuming party all documents and records relating to the Servicing
Agreements and the Mortgage Loans then being master serviced by the Master
Servicer and an accounting of amounts collected and held by the Master Servicer
and otherwise use commercially reasonable efforts to effect the orderly and
efficient transfer of the rights and duties under the related Servicing
Agreements relating to such Mortgage Loans to the assuming party.

         Notwithstanding anything herein or in the Servicing Agreement to the
contrary, in no event shall the Trustee (other than in its capacity as successor
Master Servicer) be liable for any Servicing Fee or for any differential in the
amount of the Servicing Fee paid or any amount necessary to induce any successor
Servicer to act as successor Servicer under any Servicing Agreement.

         SECTION 3.04. Liability of the Master Servicer.

         Notwithstanding any Servicing Agreement or the provisions of this
Agreement relating to agreements or arrangements between the Master Servicer and
a Servicer or reference to actions taken through a Servicer or otherwise, the
Master Servicer shall remain obligated and primarily liable to the Trustee and
the Certificateholders for the servicing and administering of the Mortgage Loans
in accordance with the provisions of Section 3.01 without diminution of such

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obligation or liability by virtue of such Servicing Agreements or arrangements
or by virtue of indemnification from the Servicer and to the same extent and
under the same terms and conditions as if the Master Servicer alone were
servicing and administering the Mortgage Loans. The Master Servicer shall be
entitled to enter into any agreement with a Servicer for indemnification of the
Master Servicer by such Servicer and nothing contained in this Agreement shall
be deemed to limit or modify such indemnification.

         SECTION 3.05. No Contractual Relationship Between Servicers and the
Trustee or Certificateholders.

         Any Servicing Agreement that may be entered into and any transactions
or services relating to the Mortgage Loans involving a Servicer in its capacity
as such shall be deemed to be between the Servicer and the Master Servicer
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 Servicer except as set forth in Section 3.06. The Master
Servicer shall be solely liable for all fees owed by it to any Servicer,
irrespective of whether the Master Servicer's compensation pursuant to this
Agreement is sufficient to pay such fees.

         SECTION 3.06. Assumption or Termination of Servicing Agreements by
Trustee.

         In the event the Master Servicer shall for any reason no longer be the
Master Servicer (including by reason of the occurrence of a Master Servicer
Event of Termination), the Trustee shall thereupon assume all of the rights and
obligations of the Master Servicer under each Servicing Agreement that the
Master Servicer may have entered into, unless the Trustee elects to terminate
any Servicing Agreement in accordance with its terms as provided in Section
3.03. Upon such assumption, the Trustee (or the successor Master Servicer
appointed pursuant to Section 7.02) shall be deemed, subject to Section 3.03, to
have assumed all of the departing Servicer's interest therein and to have
replaced the departing Master Servicer as a party to each Servicing Agreement to
the same extent as if each Servicing Agreement had been assigned to the assuming
party, except that (i) the departing Master Servicer shall not thereby be
relieved of any liability or obligations under any Servicing Agreement that
arose before it ceased to be the Master Servicer and (ii) neither the Trustee
nor any successor Master Servicer shall be deemed to have assumed any liability
or obligation of the Master Servicer that arose before it ceased to be the
Master Servicer.

         The Master Servicer at its expense shall, upon request of Trustee,
deliver to the assuming party all documents and records relating to each
Servicing Agreement and the Mortgage Loans then being serviced and an accounting
of amounts collected and held by or on behalf of it, and otherwise use its best
efforts to effect the orderly and efficient transfer of the Servicing Agreements
to the assuming party.

         SECTION 3.07. Collection of Certain Mortgage Loan Payments.

         The Master Servicer shall make reasonable efforts to collect all
payments called for under the terms and provisions of the Mortgage Loans, and
shall, to the extent such procedures shall be consistent with this Agreement and
the terms and provisions of any applicable insurance policies, follow such
collection procedures as it would follow with respect to mortgage loans
comparable to the Mortgage Loans and held for its own account. Consistent with
the foregoing, the Master

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Servicer may in its discretion (i) waive any late payment charge or, if
applicable, any penalty interest, or (ii) extend the due dates for the Monthly
Payments due on a Mortgage Note for a period of not greater than 180 days;
provided, however, that any extension pursuant to clause (ii) above shall not
affect the amortization schedule of any Mortgage Loan for purposes of any
computation hereunder, except as provided below. In the event of any such
arrangement pursuant to clause (ii) above, the Master Servicer shall make timely
Advances on such Mortgage Loan during such extension and in accordance with the
amortization schedule of such Mortgage Loan without modification thereof by
reason of such arrangement. Notwithstanding the foregoing, in the event that any
Mortgage Loan is in default or, in the judgment of the Master Servicer, such
default is reasonably foreseeable, the Master Servicer, consistent with the
standards set forth in Section 3.01, may also waive, modify or vary any term of
such Mortgage Loan (including modifications that would change the Mortgage Rate,
forgive the payment of principal or interest or extend the final maturity date
of such Mortgage Loan), accept payment from the related Mortgagor of an amount
less than the Principal Balance in final satisfaction of such Mortgage Loan, or
consent to the postponement of strict compliance with any such term or otherwise
grant indulgence to any Mortgagor (any and all such waivers, modifications,
variances, forgiveness of principal or interest, postponements, or indulgences
collectively referred to herein as "FORBEARANCE").

         SECTION 3.08. Servicing Accounts.

         In those cases where a Servicer is servicing a Mortgage Loan pursuant
to a Servicing Agreement, the Servicer will be required to establish and
maintain one or more accounts (collectively, the "SERVICING ACCOUNT"). The
Servicing Account shall be an Eligible Account and shall comply with all
requirements of this Agreement relating to the Collection Account. The Servicer
shall deposit in the clearing account in which it customarily deposits payments
and collections on mortgage loans in connection with its mortgage loan servicing
activities on a daily basis, and in no event more than one Business Day after
the Servicer's receipt thereof, all proceeds of Mortgage Loans received by the
Servicer less its servicing compensation to the extent permitted by the
Servicing Agreement, and shall thereafter deposit such amounts in the Servicing
Account, in no event more than two Business Days after the receipt of such
amounts. The Servicer shall thereafter remit such proceeds to the Master
Servicer for deposit in the Master Servicer's Account not later than the related
Servicer Remittance Date. For purposes of this Agreement, the Master Servicer
shall be deemed to have received payments on the Mortgage Loans when the
Servicer receives such payments.

         SECTION 3.09. Collection of Taxes, Assessments and Similar Items

         The Master Servicer shall establish and maintain, or cause to be
established and maintained, one or more Eligible Accounts (each, an "ESCROW
PAYMENT ACCOUNT"), into which all Escrow Payments shall be deposited and
retained. The Master Servicer shall deposit in the clearing account in which it
customarily deposits payments and collections on mortgage loans in connection
with its mortgage loan servicing activities on a daily basis, and in no event
more than one Business Day after the Master Servicer's receipt thereof, all
Escrow Payments collected on account of the Mortgage Loans and shall thereafter
deposit such Escrow Payments in such Escrow Payment Account, in no event more
than two Business Days after the receipt of such Escrow Payments, all Escrow
Payments collected on account of the Mortgage Loans for the

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<PAGE>

purpose of effecting the timely payment of any such items as required under the
terms of this Agreement. Withdrawals of amounts from any such Escrow Payment
Account may be made only to (i) effect payment of taxes, assessments, hazard
insurance premiums, and comparable items in a manner and at a time that assures
that the lien priority of the Mortgage is not jeopardized (or, with respect to
the payment of taxes, in a manner and at a time that avoids the loss of the
Mortgaged Property due to a tax sale or the foreclosure as a result of a tax
lien); (ii) reimburse the Master Servicer (or a Servicer to the extent provided
in the related Servicing Agreement) out of related collections for any Servicing
Advances; (iii) refund to Mortgagors any sums as may be determined to be
overages; (iv) pay interest, if required and as described below, to Mortgagors;
or (v) clear and terminate each Escrow Payment Account at the termination of the
Master Servicer's obligations and responsibilities in respect of the Mortgage
Loans under this Agreement in accordance with Article X. The Master Servicer
will be responsible for the administration of each Escrow Payment Account and
will be obligated to make Servicing Advances to such accounts when and as
necessary to avoid the lapse of insurance coverage on the Mortgaged Property, or
which the Master Servicer knows, or in the exercise of the required standard of
care of the Master Servicer hereunder should know, is necessary to avoid the
loss of the Mortgaged Property due to a tax sale or the foreclosure as a result
of a tax lien. If any such payment has not been made and the Master Servicer
receives notice of a tax lien with respect to the Mortgage being imposed, the
Master Servicer will, within ten business days of such notice, advance or cause
to be advanced funds necessary to discharge such lien on the Mortgaged Property
unless the Master Servicer determines that such advance would not be
recoverable, if made. As part of its servicing duties, the Master Servicer or
Servicers shall pay to the Mortgagors interest on funds in any Escrow Payment
Account, to the extent required by law and, to the extent that interest earned
on funds in such accounts is insufficient, to pay such interest from its or
their own funds, without any reimbursement therefor.

         SECTION 3.10. Collection Account and Distribution Account.

         (a) On behalf of the Trust Fund, the Master Servicer shall establish
and maintain, or cause to be established and maintained, one or more accounts,
each an Eligible Account, (such account or accounts, the "COLLECTION ACCOUNT"),
held in trust for the benefit of the Trustee and the Certificateholders. On
behalf of the Trust Fund, the Master Servicer shall deposit or cause to be
deposited in the clearing account (which must be an Eligible Account) in which
it customarily deposits payments and collections on mortgage loans in connection
with its mortgage loan servicing activities (the "MASTER SERVICER'S ACCOUNT") on
a daily basis, and in no event more than one Business Day after the Master
Servicer's receipt thereof, and shall thereafter deposit in the Collection
Account, on the Servicer Remittance Date, the following payments and collections
received or made by it subsequent to the Cut-Off Date (other than in respect of
principal or interest on the Mortgage Loans due on or before the Cut-Off Date)
or payments (other than Principal Prepayments) received by it on or prior to the
Cut-Off Date but allocable to a Due Period subsequent thereto:

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

              (ii) all payments on account of interest (net of the related
         Master Servicing Fee or Servicing Fee) on each Mortgage Loan;

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<PAGE>

              (iii) all Insurance Proceeds and Liquidation Proceeds (other than
         proceeds collected in respect of any particular REO Property and
         amounts paid in connection with a purchase of Mortgage Loans and REO
         Properties pursuant to Section 10.01);

              (iv) any amounts required to be deposited pursuant to Section 3.12
         in connection with any losses realized on Permitted Investments with
         respect to funds held in the Collection Account;

              (v) any amounts required to be deposited by the Master Servicer
         pursuant to the second paragraph of Section 3.14(a) in respect of any
         blanket policy deductibles;

              (vi) all proceeds of any Mortgage Loan repurchased or purchased as
         contemplated hereunder; and

              (vii) all amounts required to be deposited in connection with
         Substitution Adjustments pursuant to Section 2.03.

         The foregoing requirements for deposit in the Collection Account shall
be exclusive, it being understood and agreed that, without limiting the
generality of the foregoing, payments in the nature of late payment charges,
ancillary income and assumption fees, or insufficient funds charges need not be
deposited by the Master Servicer in the Collection Account and may be retained
by the Master Servicer as additional compensation. In the event the Master
Servicer shall deposit in the Collection Account any amount not required to be
deposited therein, it may at any time withdraw such amount from the Collection
Account, any provision herein to the contrary notwithstanding.

         (b) On behalf of the Trust Fund, the Trustee shall establish and
maintain one or more accounts (such account or accounts, the "DISTRIBUTION
ACCOUNT"), held in trust for the benefit of the Trustee and the
Certificateholders. On behalf of the Trust Fund, the Master Servicer shall
deliver to the Trustee in immediately available funds for deposit in the
Distribution Account on or before the Close of Business New York time on the
Master Servicer Remittance Date, that portion of the Available Funds for the
related Distribution Date then on deposit in the Collection Account.

         (c) Funds in the Collection Account may be invested in Permitted
Investments in accordance with the provisions set forth in Section 3.12. The
Master Servicer shall give notice to the Trustee of the location of the
Collection Account maintained by it when established and prior to any change
thereof. Funds in the Distribution Account shall be invested in Permitted
Investments selected by the Seller. The Trustee shall give notice to the Master
Servicer and the Depositor of the location of the Distribution Account when
established and prior to any change thereof.

         (d) Funds held in the Collection Account at any time may be delivered
by the Master Servicer to the Trustee for deposit in an account (which may be
the Distribution Account and must satisfy the standards for the Distribution
Account as set forth in the definition thereof) and for all purposes of this
Agreement shall be deemed to be a part of the Collection Account; provided,
however, that the Trustee shall have the sole authority to withdraw any funds
held in the Distribution Account pursuant to this subsection (d). In the event
the Master Servicer shall deliver to the Trustee for deposit in the Distribution
Account any amount not required to be

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<PAGE>

deposited therein, it may at any time request that the Trustee withdraw such
amount from the Distribution Account and remit to it any such amount, any
provision herein to the contrary notwithstanding. In addition, the Master
Servicer, with respect to items (i) through (iv) below, shall deliver to the
Trustee from time to time for deposit, and the Trustee, with respect to items
(i) through (iv) below, shall so deposit, in the Distribution Account:

              (i) any Advances, as required hereunder;

              (ii) any amounts required to be deposited pursuant to Section
         3.23(d) or (f) in connection with any REO Property;

              (iii) any amounts to be paid in connection with a purchase of
         Mortgage Loans and REO Properties pursuant to Section 10.01; and

              (iv) any Compensating Interest to be deposited pursuant to Section
         3.24.

         (e) [Reserved].

         (f) The Master Servicer shall deposit in the Collection Account any
amounts required to be deposited pursuant to Section 3.12(b) in connection with
losses realized on Permitted Investments with respect to funds held in the
Collection Account.

         SECTION 3.11. Withdrawals from the Collection Account and Distribution
Account.

         (a) The Master Servicer shall, from time to time, make withdrawals from
the Collection Account for any of the following purposes:

              (i) to remit to the Trustee for deposit in the Distribution
         Account the amounts required to be so remitted pursuant to Section
         3.10(b) or permitted to be so remitted pursuant to the first sentence
         of Section 3.10(d);

              (ii) subject to Section 3.16(d), to reimburse the Master Servicer
         for Advances, but only to the extent of amounts received which
         represent Late Collections (net of the related Servicing Fees) of
         Monthly Payments, Liquidation Proceeds and Insurance Proceeds on
         Mortgage Loans with respect to which such Advances were made in
         accordance with the provisions hereof;

              (iii) subject to Section 3.16(d), to pay the Master Servicer or
         any Servicer (a) any unpaid Master Servicing Fees and Servicing Fees,
         (b) any unreimbursed Servicing Advances with respect to each Mortgage
         Loan, but only to the extent of any Late Collections, Liquidation
         Proceeds and Insurance Proceeds received with respect to such Mortgage
         Loan, and (c) any Servicing Advances with respect to the final
         liquidation of a Mortgage Loan that are Nonrecoverable Advances, but
         only to the extent that Late Collections, Liquidation Proceeds and
         Insurance Proceeds received with respect to such Mortgage Loan are
         insufficient to reimburse the Master Servicer or any Servicer for
         Servicing Advances;

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<PAGE>

              (iv) to pay to the Master Servicer as servicing compensation (in
         addition to the Master Servicing Fee) any investment earnings on
         amounts on deposit in the Collection Account;

              (v) to pay to the Master Servicer or the applicable Seller, with
         respect to each related Mortgage Loan that has previously been
         purchased or replaced as contemplated hereunder all amounts received
         thereon subsequent to the date of purchase or substitution, as the case
         may be;

              (vi) to reimburse the Master Servicer for any Advance previously
         made which the Master Servicer has determined to be a Nonrecoverable
         Advance in accordance with the provisions hereof;

              (vii) to pay, or to reimburse the Master Servicer for Servicing
         Advances in respect of, expenses incurred in connection with any
         Mortgage Loan pursuant to Section 3.16(b);

              (viii) to pay to the Master Servicer on a Master Servicer
         Remittance Date any Payoff Interest not required to be included in any
         related Compensating Interest Payment for such date;

              (ix) to pay to Thornburg any Retained Interest and prepayment
         penalties received from the related Servicer by the Master Servicer on
         the Mortgage Loans; and

              (x) to clear and terminate the Collection Account pursuant to
         Section 10.01.

         The Master Servicer shall keep and maintain separate accounting, on a
Mortgage Loan by Mortgage Loan basis, for the purpose of justifying any
withdrawal from the Collection Account, to the extent held by or on behalf of
it, pursuant to subclauses (ii), (iii), (iv), (v), (vi), (vii) and (viii) above.
The Master Servicer shall provide written notification to the Trustee, on or
prior to the next succeeding Master Servicer Remittance Date, upon making any
withdrawals from the Collection Account pursuant to subclause (vi) above;
provided that an Officers' Certificate in the form described under Section
4.05(d) shall suffice for such written notification to the Trustee in respect
hereof.

         (b) The Trustee shall, from time to time, make withdrawals from the
Distribution Account, for any of the following purposes, without priority:

              (i) to make distributions in accordance with Sections 4.01 and
         8.05;

              (ii) to pay any amounts in respect of taxes pursuant to Section
         9.01(g);

              (iii) to pay, itself the Trustee's Portion of Distribution Account
         Income; and

              (iv) to clear and terminate the Distribution Account pursuant to
         Section 10.01.

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         SECTION 3.12. Investment of Funds in the Accounts.

         (a) The Master Servicer may direct any depository institution
maintaining the Collection Account (each such account, for purposes of this
Section 3.12, an "INVESTMENT ACCOUNT"), to invest the funds in such Investment
Account in one or more Permitted Investments bearing interest or sold at a
discount, and maturing, unless payable on demand, no later than the Business Day
immediately preceding the date on which such funds are required to be withdrawn
from such account pursuant to this Agreement. All such Permitted Investments
shall be held to maturity, unless payable on demand. Any investment of funds in
an Investment Account shall be made in the name of the Trustee (in its capacity
as such), or in the name of a nominee of the Trustee. The Trustee shall be
entitled to sole possession or control (except with respect to investment
direction of funds held in the Collection Account and any income and gain
realized thereon) over each such investment, and any certificate, securities
entitlement or other instrument evidencing any such investment shall be
delivered directly to the Trustee or its agent, together with any document of
transfer necessary to transfer title to such investment to the Trustee or its
nominee. In the event amounts on deposit in an Investment Account are at any
time invested in a Permitted Investment payable on demand, the Trustee shall:

              (x) consistent with any notice required to be given thereunder,
         demand that payment thereon be made on the last day such Permitted
         Investment may otherwise mature hereunder in an amount equal to the
         lesser of (1) all amounts then payable thereunder and (2) the amount
         required to be withdrawn on such date; and

              (y) demand payment of all amounts due thereunder promptly upon
         determination by a Responsible Officer of the Trustee that such
         Permitted Investment would not constitute a Permitted Investment in
         respect of funds thereafter on deposit in the Investment Account.

         (b) Any investment earnings on amounts in the Collection Account shall
be for the benefit of the Master Servicer and shall be subject to its withdrawal
in accordance with Section 3.11. The Master Servicer shall deposit in the
Collection Account or any REO Account, as applicable, the amount of any loss of
principal incurred in respect of any such Permitted Investment made with funds
in such accounts immediately upon realization of such loss.

         (c) The Trustee shall invest funds on deposit in the Distribution
Account in one or more Permitted Investments, at the direction of the Seller,
bearing interest or sold at a discount, and maturing, unless payable on demand,
no later than the Business Day preceding each Distribution Date. The Trustee
shall be entitled to the Trustee's Portion of any Distribution Account Income,
and the balance of any such amount shall constitute "Residual Funds" and shall
be distributable to the Class LTA-R Certificates pursuant to Section 4.01(c).
The Seller shall deposit in the Distribution Account the amount of any loss of
principal incurred in respect of any such Permitted Investments made with funds
in such account immediately upon realization of such loss.

         (d) Except as otherwise expressly provided in this Agreement, if any
default occurs in the making of a payment due under any Permitted Investment, or
if a default occurs in any other performance required under any Permitted
Investment, the Trustee may and, subject to Section 8.01 and Section 8.02(a)(v),
upon the request of the Holders of Certificates representing more

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<PAGE>

than 50% of the Voting Rights, shall take such action as may be appropriate to
enforce such payment or performance, including the institution and prosecution
of appropriate proceedings.

         SECTION 3.13. [Reserved].

         SECTION 3.14. Maintenance of Hazard Insurance, Primary Insurance
Polices and Errors and Omissions and Fidelity Coverage.

         (a) The Master Servicer shall cause to be maintained for each Mortgage
Loan fire insurance with extended coverage on the Mortgaged Property in an
amount which is at least equal to the lesser of the current Principal Balance of
such Mortgage Loan and the amount necessary to fully compensate for any damage
or loss to the improvements that are a part of such property on a replacement
cost basis, in each case in an amount not less than such amount as is necessary
to avoid the application of any coinsurance clause contained in the related
hazard insurance policy. The Master Servicer shall also cause to be maintained
fire insurance with extended coverage on each REO Property in an amount which 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 outstanding
Principal Balance of the related Mortgage Loan at the time it became an REO
Property. The Master Servicer will comply in the performance of this Agreement
with all reasonable rules and requirements of each insurer under any such hazard
policies. Any amounts to be collected by the Master Servicer under any such
policies (other than amounts to be applied to the restoration or repair of the
property subject to the related Mortgage or amounts to be released to the
Mortgagor in accordance with the procedures that the Master Servicer would
follow in servicing loans held for its own account, subject to the terms and
conditions of the related Mortgage and Mortgage Note) shall be deposited in the
Collection Account, subject to withdrawal pursuant to Section 3.11, if received
in respect of a Mortgage Loan, or in the REO Account, subject to withdrawal
pursuant to Section 3.23, if received in respect of an REO Property. Any cost
incurred by the Master Servicer in maintaining any such insurance shall not, for
the purpose of calculating distributions to Certificateholders, be added to the
unpaid Principal Balance of the related Mortgage Loan, notwithstanding that the
terms of such Mortgage Loan so permit. It is understood and agreed that no
earthquake or other additional insurance is to be required of any Mortgagor
other than pursuant to such applicable laws and regulations as shall at any time
be in force and as shall require such additional insurance. If the Mortgaged
Property or REO Property is at the time of origination in an area identified in
the Federal Register by the Federal Emergency Management Agency as having
special flood hazards and flood insurance has been made available, the Master
Servicer will cause to be maintained a flood insurance policy in respect
thereof. Such flood insurance shall be in an amount equal to the lesser of (i)
the unpaid Principal Balance of the related Mortgage Loan and (ii) the maximum
amount of such insurance available for the related Mortgaged Property under the
national flood insurance program (assuming that the area in which such Mortgaged
Property is located is participating in such program).

         In the event that the Master Servicer shall obtain and maintain a
blanket policy with an insurer having a General Policy Rating of AX or better in
Best's Key Rating Guide (or such other rating that is comparable to such rating)
insuring against hazard losses on all of the Mortgage Loans, it shall
conclusively be deemed to have satisfied its obligations as set forth in the
first two

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<PAGE>

sentences of this Section 3.14, it being understood and agreed that such policy
may contain a deductible clause, in which case the Master Servicer shall, in the
event that there shall not have been maintained on the related Mortgaged
Property or REO Property a policy complying with the first two sentences of this
Section 3.14, and there shall have been one or more losses which would have been
covered by such policy, deposit to the Collection Account from its own funds the
amount not otherwise payable under the blanket policy because of such deductible
clause. In connection with its activities as administrator and servicer of the
Mortgage Loans, the Master Servicer agrees to prepare and present, on behalf of
itself, the Trustee and the Certificateholders, claims under any such blanket
policy in a timely fashion in accordance with the terms of such policy.

         (b) The Master Servicer shall not take any action which would result in
non-coverage under any applicable Primary Insurance Policy of any loss which,
but for the actions of the Master Servicer, would have been covered thereunder.
The Master Servicer shall not cancel or refuse to renew any such Primary
Insurance Policy that is in effect at the date of the initial issuance of the
Certificates and is required to be kept in force hereunder unless the
replacement Primary Insurance Policy for such canceled or non-renewed policy is
maintained with a Qualified Insurer.

         The Master Servicer shall not be required to maintain any Primary
Insurance Policy (i) with respect to any Mortgage Loan with a Loan-to-Value
Ratio less than or equal to 80% as of any date of determination or, based on a
new appraisal, the Principal Balance of such Mortgage Loan represents 80% or
less of the new appraised value or (ii) if maintaining such Primary Insurance
Policy is prohibited by applicable law.

         The Master Servicer agrees to effect the timely payment of the premiums
on each Primary Insurance Policy, and such costs not otherwise recoverable shall
be recoverable by the Master Servicer from the related Liquidation Proceeds.

         (c) In connection with its activities as Master Servicer of the
Mortgage Loans, the Master Servicer agrees to present on behalf of itself, the
Trustee and Certificateholders, claims to the insurer under any Primary
Insurance Policies and, in this regard, to take such reasonable action as shall
be necessary to permit recovery under any Primary Insurance Policies respecting
defaulted Mortgage Loans. Any amounts collected by the Master Servicer under any
Primary Insurance Policies shall be deposited in the Collection Account.

         (d) The Master Servicer shall keep in force during the term of this
Agreement a policy or policies of insurance covering errors and omissions for
failure in the performance of the Master Servicer's obligations under this
Agreement, which policy or policies shall be in such form and amount that would
meet the requirements of Fannie Mae or Freddie Mac if it were the purchaser of
the Mortgage Loans, unless the Master Servicer has obtained a waiver of such
requirements from Fannie Mae or Freddie Mac. The Master Servicer shall also
maintain a fidelity bond in the form and amount that would meet the requirements
of Fannie Mae or Freddie Mac, unless the Master Servicer has obtained a waiver
of such requirements from Fannie Mae or Freddie Mac. The Master Servicer shall
be deemed to have complied with this provision if an Affiliate of the Master
Servicer has such errors and omissions and fidelity bond coverage and, by the
terms of such insurance policy or fidelity bond, the coverage afforded
thereunder extends to the Master Servicer. Any such errors and omissions policy
and fidelity bond shall by its terms not be cancelable without thirty days'
prior written notice to the Trustee. The Master Servicer

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shall also cause each Servicer to maintain a policy of insurance covering errors
and omissions and a fidelity bond which would meet such requirements.

         SECTION 3.15. Enforcement of Due-On-Sale Clauses; Assumption
Agreements.

         The Master Servicer will, to the extent it has knowledge of any
conveyance or prospective conveyance of any Mortgaged Property by any Mortgagor
(whether by absolute conveyance or by contract of sale, and whether or not the
Mortgagor remains or is to remain liable under the Mortgage Note and/or the
Mortgage), exercise the right to accelerate the maturity of such Mortgage Loan
under the "due-on-sale" clause, if any, applicable thereto; provided, however,
that the Master Servicer shall not be required to take such action if in its
sole business judgment the Master Servicer believes it is not in the best
interests of the Trust Fund and shall not exercise any such rights if prohibited
by law from doing so. If the Master Servicer reasonably believes it is unable
under applicable law to enforce such "due-on-sale" clause, or if any of the
other conditions set forth in the proviso to the preceding sentence apply, the
Master Servicer will enter into an assumption and modification agreement from or
with the person to whom such property has been conveyed or is proposed to be
conveyed, pursuant to which such person becomes liable under the Mortgage Note
and, to the extent permitted by applicable state law, the Mortgagor remains
liable thereon. The Master Servicer is also authorized to enter into a
substitution of liability agreement with such person, pursuant to which the
original Mortgagor is released from liability and such person is substituted as
the Mortgagor and becomes liable under the Mortgage Note, provided that no such
substitution shall be effective unless such person satisfies the underwriting
criteria of the Master Servicer and has a credit risk rating at least equal to
that of the original Mortgagor. In connection with any assumption or
substitution, the Master Servicer shall apply such underwriting standards and
follow such practices and procedures as shall be normal and usual in its general
mortgage servicing activities and as it applies to other mortgage loans owned
solely by it. The Master Servicer shall not take or enter into any assumption
and modification agreement, however, unless (to the extent practicable in the
circumstances) it shall have received confirmation, in writing, of the continued
effectiveness of any applicable hazard insurance policy. Any fee collected by
the Master Servicer in respect of an assumption, modification or substitution of
liability agreement shall be retained by the Master Servicer as additional
servicing compensation. In connection with any such assumption, no material term
of the Mortgage Note (including but not limited to the related Mortgage Rate and
the amount of the Monthly Payment) may be amended or modified, except as
otherwise required pursuant to the terms thereof. The Master Servicer shall
notify the Trustee that any such substitution, modification or assumption
agreement has been completed by forwarding to the Trustee the executed original
of such substitution, modification or assumption agreement, which document shall
be added to the related Mortgage File and shall, for all purposes, be considered
a part of such Mortgage File to the same extent as all other documents and
instruments constituting a part thereof.

         Notwithstanding the foregoing paragraph or any other provision of this
Agreement, the Master Servicer shall not be deemed to be in default, breach or
any other violation of its obligations hereunder by reason of any assumption of
a Mortgage Loan by operation of law or by the terms of the Mortgage Note or any
assumption which the Master Servicer may be restricted by law from preventing,
for any reason whatever. For purposes of this Section 3.15, the term

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"assumption" is deemed to also include a sale (of the Mortgaged Property)
subject to the Mortgage that is not accompanied by an assumption or substitution
of liability agreement.

         SECTION 3.16. Realization upon Defaulted Mortgage Loans.

         (a) The Master Servicer shall use its best efforts, consistent with the
Servicing Standard, to foreclose upon or otherwise comparably convert the
ownership of properties securing such of the Mortgage Loans (including selling
any such Mortgage Loans other than converting the ownership of the related
properties) 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 3.07; provided, however, that the Master Servicer shall commence such
proceedings in respect of any Mortgage Loan which is 120 days or more
delinquent. The Master Servicer shall be responsible for all costs and expenses
incurred by it in any such proceedings; provided, however, that such costs and
expenses will be recoverable as Servicing Advances by the Master Servicer as
contemplated in Section 3.11 and Section 3.23. The foregoing is subject to the
provision that, in any case in which Mortgaged Property shall have suffered
damage from an Uninsured Cause, the Master Servicer shall not be required to
expend its own funds toward the restoration of such property unless it shall
determine in its discretion that such restoration will increase the proceeds of
liquidation of the related Mortgage Loan after reimbursement to itself for such
expenses.

         (b) Notwithstanding the foregoing provisions of this Section 3.16 or
any other provision of this Agreement, with respect to any Mortgage Loan as to
which the Master Servicer has received actual notice of, or has actual knowledge
of, the presence of any toxic or hazardous substance on the related Mortgaged
Property, the Master Servicer shall not, on behalf of the Trustee, either (i)
obtain title to such Mortgaged Property as a result of or in lieu of foreclosure
or otherwise, or (ii) otherwise acquire possession of, or take any other action
with respect to, such Mortgaged Property, if, as a result of any such action,
the Trustee, the Trust Fund or the Certificateholders would be considered to
hold title to, to be a "mortgagee-in-possession" of, or to be an "owner" or
"operator" of such Mortgaged Property within the meaning of the Comprehensive
Environmental Response, Compensation and Liability Act of 1980, as amended from
time to time, or any comparable law, unless the Master Servicer has also
previously determined, based on its reasonable judgment and a report prepared by
a Person who regularly conducts environmental audits using customary industry
standards, that:

              (i) such Mortgaged Property is in compliance with applicable
         environmental laws or, if not, that it would be in the best economic
         interest of the Trust Fund to take such actions as are necessary to
         bring the Mortgaged Property into compliance therewith; and

              (ii) there are no circumstances present at such Mortgaged Property
         relating to the use, management or disposal of any hazardous
         substances, hazardous materials, hazardous 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 regulation, or that if any such materials are present for
         which such action could be required, that it would be in the best
         economic interest of the Trust Fund to take such actions with respect
         to the affected Mortgaged Property.

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         The cost of the environmental audit report contemplated by this Section
3.16 shall be advanced by the Master Servicer, subject to the Master Servicer's
right to be reimbursed therefor from the Collection Account as provided in
Section 3.11(a)(vii), such right of reimbursement being prior to the rights of
Certificateholders to receive any amount in the Collection Account received in
respect of the affected Mortgage Loan or other Mortgage Loans.

         If the Master Servicer determines, as described above, that it is in
the best economic interest of the Trust Fund to take such actions as are
necessary to bring any such Mortgaged Property into compliance with applicable
environmental laws, or to take such action with respect to the containment,
clean-up or remediation of hazardous substances, hazardous materials, hazardous
wastes or petroleum-based materials affecting any such Mortgaged Property, then
the Master Servicer shall take such action as it deems to be in the best
economic interest of the Trust Fund; provided that any amounts disbursed by the
Master Servicer pursuant to this Section 3.16(b) shall constitute Servicing
Advances, subject to Section 4.05(d). The cost of any such compliance,
containment, cleanup or remediation shall be advanced by the Master Servicer,
subject to the Master Servicer's right to be reimbursed therefor from the
Collection Account as provided in Section 3.11(a)(iii) and (a)(vii), such right
of reimbursement being prior to the rights of Certificateholders to receive any
amount in the Collection Account received in respect of the affected Mortgage
Loan or other Mortgage Loans.

         (c) The Master Servicer may at its option purchase from the Trust Fund,
any Mortgage Loan or related REO Property that is 90 days or more delinquent,
which the Master Servicer determines in good faith will otherwise become subject
to foreclosure proceedings (evidence of such determination to be delivered in
writing to the Trustee prior to purchase), at a price equal to the Purchase
Price. The Purchase Price for any Mortgage Loan or related REO Property
purchased hereunder shall be deposited in the Distribution Account, and the
Trustee, upon receipt of such deposit, shall release or cause to be released to
the Master Servicer the related Mortgage File and shall execute and deliver such
instruments of transfer or assignment, in each case without recourse, as the
Master Servicer shall furnish and as shall be necessary to vest in it title to
any Mortgage Loan or related REO Property released pursuant hereto.

         (d) Proceeds received in connection with any Final Recovery
Determination, as well as any recovery resulting from a partial collection of
Insurance Proceeds or Liquidation Proceeds, in respect of any Mortgage Loan,
will be applied in the following order of priority: first, to reimburse the
Master Servicer or any Servicer for any related unreimbursed Servicing Advances
and Advances, pursuant to Section 3.11(a)(ii) or (a)(iii); second, to accrued
and unpaid interest on the Mortgage Loan, to the date of the Final Recovery
Determination, or to the Due Date prior to the Distribution Date on which such
amounts are to be distributed if not in connection with a Final Recovery
Determination; and third, as a recovery of principal of the Mortgage Loan. If
the amount of the recovery so allocated to interest is less than the full amount
of accrued and unpaid interest due on such Mortgage Loan, the amount of such
recovery will be allocated by the Master Servicer as follows: first, to unpaid
Master Servicing Fees and Servicing Fees; and second, to the balance of the
interest then due and owing. The portion of the recovery so allocated to unpaid
Master Servicing Fees and Servicing Fees shall be reimbursed to the Master
Servicer or any Servicer pursuant to Section 3.11(a)(iii).

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         SECTION 3.17. Trustee to Cooperate; Release of Mortgage Files.

         (a) Upon the payment in full of any Mortgage Loan, or the receipt by
the Master Servicer of a notification that payment in full shall be escrowed in
a manner customary for such purposes, the Master Servicer shall, or shall cause
the applicable Servicer to, deliver to the Trustee (or the applicable Custodian)
two executed copies of a Request for Release in the form of Exhibit F (which
certification shall include a statement to the effect that all amounts received
or to be received in connection with such payment which are required to be
deposited in the Collection Account pursuant to Section 3.10 have been or will
be so deposited) of a Servicing Officer and shall request the Trustee or the
applicable Custodian to deliver the applicable Mortgage File to the Master
Servicer or the applicable Servicer. Upon receipt of such Request for Release,
the Trustee, or the Custodian as agent of the Trustee, shall, within five
Business Days, release and send by overnight mail, at the expense of the Master
Servicer or the applicable Servicer, the related Mortgage File to the Master
Servicer or the applicable Servicer. If the Trustee is the Custodian, the
Trustee agrees to indemnify the Master Servicer or the applicable Servicer, out
of its own funds, for any loss, liability or expense (other than special,
indirect, punitive or consequential damages which will not be paid by the
Trustee) incurred by the Master Servicer as a proximate result of the Trustee's
breach of its obligations pursuant to this Section 3.17. No expenses incurred in
connection with any instrument of satisfaction or deed of reconveyance shall be
chargeable to the Collection Account or the Distribution Account.

         (b) From time to time and as appropriate for the servicing or
foreclosure of any Mortgage Loan, including, for this purpose, collection under
any insurance policy relating to the Mortgage Loans, the Trustee, or the
Custodian as agent of the Trustee, shall, upon any request made by or on behalf
of the Master Servicer or a Servicer and delivery to the Trustee or the
Custodian of a Request for Release in the form of Exhibit F, release the related
Mortgage File to the Master Servicer or the applicable Servicer, and the
Trustee, or the Custodian as agent of the Trustee, shall, at the direction of
the Master Servicer or the applicable Servicer, execute such documents as shall
be necessary to the prosecution of any such proceedings. Such Request for
Release shall obligate the Master Servicer or the applicable Servicer to return
each and every document previously requested from the Mortgage File to the
Trustee, or the Custodian as agent of the Trustee, when the need therefor by the
Master Servicer or the applicable Servicer no longer exists, unless the Mortgage
Loan has been liquidated and the Liquidation Proceeds relating to the Mortgage
Loan have been deposited in the Collection Account or the Mortgage File or such
document has been delivered to an attorney, or to a public trustee or other
public official as required by law, for purposes of initiating or pursuing legal
action or other proceedings for the foreclosure of the Mortgaged Property either
judicially or non-judicially, and the Master Servicer or the applicable Servicer
has delivered, or caused to be delivered, to the Trustee, or the Custodian as
agent of the Trustee, an additional Request for Release certifying as to such
liquidation or action or proceedings. Upon the request of the Trustee, or the
Custodian as agent of the Trustee, the Master Servicer or the applicable
Servicer shall provide notice to the Trustee, or the Custodian as agent of the
Trustee, of the name and address of the Person to which such Mortgage File or
such document was delivered and the purpose or purposes of such delivery. Upon
receipt of a certificate of a Servicing Officer stating that such Mortgage Loan
was liquidated and that all amounts received or to be received in connection
with such liquidation that are required to be deposited into the Collection
Account have been so deposited, or that such Mortgage Loan has become an REO
Property, any outstanding Requests for Release with respect

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<PAGE>

to such Mortgage Loan shall be released by the Trustee or the Custodian to the
Master Servicer or its designee.

         (c) Upon written certification of a Servicing Officer, the Trustee
shall execute and deliver to the Master Servicer or the Servicer, as the case
may be, copies of, any court pleadings, requests for trustee's sale or other
documents necessary to the foreclosure or trustee's sale in respect of a
Mortgaged Property or to any legal action brought to obtain judgment against any
Mortgagor on the Mortgage Note or Mortgage or to obtain a deficiency judgment,
or to enforce any other remedies or rights provided by the Mortgage Note or
Mortgage or otherwise available at law or in equity. Each such certification
shall include a request that such pleadings or documents be executed by the
Trustee and a statement as to the reason such documents or pleadings are
required and that the execution and delivery thereof by the Trustee will not
invalidate or otherwise affect the lien of the Mortgage, except for the
termination of such a lien upon completion of the foreclosure or trustee's sale.

         SECTION 3.18. Servicing Compensation.

         As compensation for the activities of the Master Servicer hereunder,
the Master Servicer shall be entitled to the Master Servicing Fee with respect
to each Mortgage Loan payable solely from payments of interest in respect of
such Mortgage Loan.

         Additional servicing compensation in the form of assumption fees,
ancillary income and late payment charges, insufficient funds charges or
otherwise shall be retained by the Master Servicer or the applicable Servicer
only to the extent such fees or charges are received by the Master Servicer or
applicable Servicer. The Master Servicer shall also be entitled pursuant to
Section 3.11(a)(iv) and (a)(viii) to withdraw from the Collection Account
amounts described in such section and to withdraw from any REO Account, amounts
described in Section 3.23(b), in each case, as additional servicing
compensation, subject to Section 3.12 and Section 3.24. The Master Servicer
shall be required to pay all expenses incurred by it in connection with its
servicing activities hereunder (including premiums for the insurance required by
Section 3.14, to the extent such premiums are not paid by the related
Mortgagors) and shall not be entitled to reimbursement therefor except as
specifically provided herein.

         SECTION 3.19. Reports to the Trustee; Collection Account Statements.

         Not later than 15 days after each Distribution Date, the Master
Servicer shall forward a statement, certified by a Servicing Officer, to the
Trustee setting forth the status of the Collection Account as of the close of
business on such Distribution Date and showing, for the period covered by such
statement, the aggregate of deposits into and withdrawals from the Certificate
Account.

         SECTION 3.20. Statement as to Compliance.

         The Master Servicer shall deliver to the Trustee, on or before April 30
of each year, beginning with the first April 30 succeeding the Cut-Off Date by
at least six months, an Officer's Certificate stating as to the signer thereof,
that (i) a review of the activities of the Master Servicer during the preceding
calendar year and 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,

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the Master Servicer has fulfilled all 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 by the
Master Servicer to Certificateholders upon request or by the Trustee (solely to
the extent that such copies are available to the Trustee) at the expense of the
Master Servicer, should the Master Servicer fail to so provide such copies.

         SECTION 3.21. Independent Public Accountants' Servicing Report.

         On or before April 30 of each year, beginning with the first April 30
succeeding the Cut-Off Date by at least six months, the Master Servicer, at its
expense, shall cause a firm of independent public accountants to furnish a
statement to the Trustee to the effect that, in connection with the firm's
examination of the financial statements as of the previous December 31 of the
Master Servicer's parent corporation (which shall include a limited examination
of the Master Servicer's financial statements), nothing came to their attention
that indicated that the Master Servicer was not in compliance with its
obligations hereunder, except for (i) such exceptions as such firm believes to
be immaterial, and (ii) such other exceptions as are set forth in such
statement.

         SECTION 3.22. Access to Certain Documentation; Filing of Reports by
Trustee.

         (a) In the event that the Certificates are legal for investment by
federally-insured savings associations, the Master Servicer shall provide to the
OTS, the FDIC and the supervisory agents and examiners of the OTS and the FDIC
access to the documentation regarding the related Mortgage Loans required by
applicable regulations of the OTS or the FDIC, as applicable, and shall in any
event provide such access to the documentation regarding such Mortgage Loans to
the Trustee and its representatives, such access being afforded without charge,
but only upon reasonable request and during normal business hours at the offices
of the Master Servicer designated by it.

         (b) The Trustee shall, on behalf of the Trust Fund, prepare, sign and
file with the Securities and Exchange Commission any and all reports, statements
and information respecting the Trust which the Depositor determines are required
to be filed with the Securities and Exchange Commission pursuant to Sections
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, each such
report, statement and information to be filed on or prior to the required filing
date for such report, statement or information. Upon the request of the Trustee,
the Seller, and the Depositor shall cooperate with the Trustee in the
preparation of any such report and shall provide to the Trustee in a timely
manner all such information or documentation as the Trustee may reasonably
request in connection with the performance of its duties and obligations under
this Section.

         SECTION 3.23. Title, Management and Disposition of REO Property.

         (a) The deed or certificate of sale of any REO Property shall be taken
in the name of the Trustee, or its nominee, in trust for the benefit of the
Certificateholders. The Master Servicer, on behalf of the related REMIC, shall
either sell any REO Property by the end of the third full taxable year after the
taxable year in which such REMIC acquires ownership of such REO

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Property for purposes of Section 860G(a)(8) of the Code or request from the
Internal Revenue Service, no later than 61 days before the day on which the
three-year grace period would otherwise expire, an extension of such three-year
period, unless the Master Servicer shall have delivered to the Trustee an
Opinion of Counsel, addressed to the Trustee and the Depositor, to the effect
that the holding by such REMIC of such REO Property subsequent to three years
after its acquisition will not result in the imposition on such REMIC of taxes
on "prohibited transactions" thereof, as defined in Section 860F of the Code, or
cause such REMIC to fail to qualify as a REMIC under Federal law at any time
that any Certificates are outstanding. The Master Servicer shall manage,
conserve, protect and operate each 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 or result in the receipt by such
REMIC of any "income from non-permitted assets" within the meaning of Section
860F(a)(2)(B) of the Code, or any "net income from foreclosure property" which
is subject to taxation under the REMIC Provisions.

         (b) The Master Servicer shall separately account for all funds
collected and received in connection with the operation of any REO Property and
shall establish and maintain, or cause to be established and maintained, with
respect to REO Properties an account held in trust for the Trustee for the
benefit of the Certificateholders (the "REO ACCOUNT"), which shall be an
Eligible Account. The Master Servicer shall be permitted to allow the Collection
Account to serve as the REO Account, subject to separate ledgers for each REO
Property. The Master Servicer shall be entitled to retain or withdraw any
interest income paid on funds deposited in the REO Account.

         (c) The Master Servicer shall have full power and authority, subject
only to the specific requirements and prohibitions of this Agreement, to do any
and all things in connection with any REO Property as are consistent with the
manner in which the Master Servicer manages and operates similar property owned
by the Master Servicer or any of its Affiliates, all on such terms and for such
period as the Master Servicer deems to be in the best interests of
Certificateholders. In connection therewith, the Master Servicer shall deposit,
or cause to be deposited in the clearing account in which it customarily
deposits payments and collections on mortgage loans in connection with its
mortgage loan servicing activities on a daily basis, and in no event more than
one Business Day after the Master Servicer's receipt thereof, and shall
thereafter deposit in the REO Account, in no event more than two Business Days
after the Master Servicer's receipt thereof, all revenues received by it with
respect to an REO Property and shall withdraw therefrom funds necessary for the
proper operation, management and maintenance of such REO Property including,
without limitation:

              (i) all insurance premiums due and payable in respect of such REO
         Property;

              (ii) all real estate taxes and assessments in respect of such REO
         Property that may result in the imposition of a lien thereon; and

              (iii) all costs and expenses necessary to maintain such REO
         Property.

         To the extent that amounts on deposit in the REO Account with respect
to an REO Property are insufficient for the purposes set forth in clauses (i)
through (iii) above with respect to such REO Property, the Master Servicer shall
advance from its own funds such amount as is

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necessary for such purposes if, but only if, the Master Servicer would make such
advances if the Master Servicer owned the REO Property and if in the Master
Servicer's judgment, the payment of such amounts will be recoverable from the
rental or sale of the REO Property.

         Notwithstanding the foregoing, neither the Master Servicer nor the
Trustee shall:

              (i) authorize the Trust Fund to enter into, renew or extend any
         new lease with respect to any REO Property, if the New Lease by its
         terms will give rise to any income that does not constitute Rents from
         Real Property;

              (ii) authorize any amount to be received or accrued under any new
         lease other than amounts that will constitute Rents from Real Property;

              (iii) authorize any construction on any REO Property, other than
         the completion of a building or other improvement thereon, and then
         only if more than ten percent of the construction of such building or
         other improvement was completed before default on the related Mortgage
         Loan became imminent, all within the meaning of Section 856(e)(4)(B) of
         the Code; or

              (iv) authorize any Person to Directly Operate any REO Property on
         any date more than 90 days after its date of acquisition by the Trust
         Fund;

         unless, in any such case, the Master Servicer has obtained an Opinion
of Counsel, provided to the Trustee, to the effect that such action will not
cause such REO Property to fail to qualify as "foreclosure property" within the
meaning of Section 860G(a)(8) of the Code at any time that it is held by the
related REMIC, in which case the Master Servicer may take such actions as are
specified in such Opinion of Counsel.

         The Master Servicer may contract with any Independent Contractor for
the operation and management of any REO Property, provided that:

              (i) the terms and conditions of any such contract shall not be
         inconsistent herewith;

              (ii) any such contract shall require, or shall be administered to
         require, that the Independent Contractor pay all costs and expenses
         incurred in connection with the operation and management of such REO
         Property, including those listed above and remit all related revenues
         (net of such costs and expenses) to the Master Servicer as soon as
         practicable, but in no event later than thirty days following the
         receipt thereof by such Independent Contractor;

              (iii) none of the provisions of this Section 3.23(c) relating to
         any such contract or to actions taken through any such Independent
         Contractor shall be deemed to relieve the Master Servicer of any of its
         duties and obligations to the Trustee on behalf of the
         Certificateholders with respect to the operation and management of any
         such REO Property; and

              (iv) the Master Servicer shall be obligated with respect thereto
         to the same extent as if it alone were performing all duties and
         obligations in connection with the operation and management of such REO
         Property.

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         The Master Servicer shall be entitled to enter into any agreement with
any Independent Contractor performing services for it related to its duties and
obligations hereunder for indemnification of the Master Servicer by such
Independent Contractor, and nothing in this Agreement shall be deemed to limit
or modify such indemnification. The Master Servicer shall be solely liable for
all fees owed by it to any such Independent Contractor, irrespective of whether
the Master Servicer's compensation pursuant to Section 3.18 is sufficient to pay
such fees; provided, however, that to the extent that any payments made by such
Independent Contractor would constitute Servicing Advances if made by the Master
Servicer, such amounts shall be reimbursable as Servicing Advances made by the
Master Servicer.

         (d) In addition to the withdrawals permitted under Section 3.23(c), the
Master Servicer may from time to time make withdrawals from the REO Account for
any REO Property: (i) to pay itself or any Servicer unpaid Servicing Fees in
respect of the related Mortgage Loan; and (ii) to reimburse itself or any
Servicer for unreimbursed Servicing Advances and Advances made in respect of
such REO Property or the related Mortgage Loan. On the Master Servicer
Remittance Date, the Master Servicer shall withdraw from each REO Account
maintained by it and deposit into the Distribution Account in accordance with
Section 3.10(d)(ii), for distribution on the related Distribution Date in
accordance with Section 4.01, the income from the related REO Property received
during the prior calendar month, net of any withdrawals made pursuant to Section
3.23(c) or this Section 3.23(d).

         (e) Subject to the time constraints set forth in Section 3.23(a), each
REO Disposition shall be carried out by the Master Servicer at such price and
upon such terms and conditions as the Master Servicer shall deem necessary or
advisable, as shall be normal and usual in its Servicing Standard.

         (f) The proceeds from the REO Disposition, net of any amount required
by law to be remitted to the Mortgagor under the related Mortgage Loan and net
of any payment or reimbursement to the Master Servicer or any Servicer as
provided above, shall be deposited in the Distribution Account in accordance
with Section 3.10(d)(ii) on the Master Servicer Remittance Date in the month
following the receipt thereof for distribution on the related Distribution Date
in accordance with Section 4.01. Any REO Disposition shall be for cash only
(unless changes in the REMIC Provisions made subsequent to the Startup Day allow
a sale for other consideration).

         (g) The Master Servicer shall file information returns with respect to
the receipt of mortgage interest received in a trade or business, reports of
foreclosures and abandonments of any Mortgaged Property and cancellation of
indebtedness income with respect to any Mortgaged Property as required by
Sections 6050H, 6050J and 6050P of the Code, respectively. Such reports shall be
in form and substance sufficient to meet the reporting requirements imposed by
such Sections 6050H, 6050J and 6050P of the Code.

         SECTION 3.24. Obligations of the Master Servicer in Respect of
Prepayment Interest Shortfalls.

         Not later than the Close of Business on each Master Servicer Remittance
Date, the Master Servicer shall remit to the Collection Account an amount equal
to the Compensating Interest Payment for such date. The amount of the Master
Servicing Fee payable to the Master

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Servicer in respect of any Distribution Date shall be reduced by the amount of
any Compensating Interest Payment for such Distribution Date.

         SECTION 3.25. [Reserved].

         SECTION 3.26. [Reserved].

         SECTION 3.27. [Reserved].

         SECTION 3.28. Representations and Warranties of the Master Servicer.

         (a) The Master Servicer hereby represents and warrants to the Depositor
and the Trustee, for the benefit of the Certificateholders, as of the Closing
Date that:

              (i) it is validly existing and in good standing under the
         jurisdiction of its formation, and as Master Servicer has full power
         and authority to transact any and all business contemplated by this
         Agreement and to execute, deliver and comply with its obligations under
         the terms of this Agreement, the execution, delivery and performance of
         which have been duly authorized by all necessary corporate action on
         the part of the Master Servicer;

              (ii) the execution and delivery of this Agreement by the Master
         Servicer and its performance and compliance with the terms of this
         Agreement will not (A) violate the Master Servicer's charter or bylaws,
         (B) violate any law or regulation or any administrative decree or order
         to which it is subject or (C) 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 Master Servicer is a party or by which it
         is bound or to which any of its assets are subject, which violation,
         default or breach would materially and adversely affect the Master
         Servicer's ability to perform its obligations under this Agreement;

              (iii) this Agreement constitutes, assuming due authorization,
         execution and delivery hereof by the other respective parties hereto, a
         legal, valid and binding obligation of the Master Servicer, enforceable
         against it in accordance with the terms hereof, except as such
         enforcement may be limited by bankruptcy, insolvency, reorganization,
         moratorium and other laws affecting the enforcement of creditors'
         rights in general, and by general equity principles (regardless of
         whether such enforcement is considered in a proceeding in equity or at
         law);

              (iv) the Master Servicer is not in default with respect to any
         order or decree of any court or any order or regulation of any federal,
         state, municipal or governmental agency to the extent that any such
         default would materially and adversely affect its performance
         hereunder;

              (v) the Master Servicer is not a party to or bound by any
         agreement or instrument or subject to any charter provision, bylaw or
         any other corporate restriction or

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         any judgment, order, writ, injunction, decree, law or regulation
         that may materially and adversely affect its ability as Master Servicer
         to perform its obligations under this Agreement or that requires the
         consent of any third person to the execution of this Agreement or the
         performance by the Master Servicer of its obligations under this
         Agreement;

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

              (vii) the Master Servicer, or an Affiliate thereof the primary
         business of which is the servicing of conventional residential mortgage
         loans, is an Fannie Mae and Freddie Mac approved seller/servicer;

              (viii) no consent, approval, authorization or order of any court
         or governmental agency or body is required for the execution, delivery
         and performance by the Master Servicer of or compliance by the Master
         Servicer with this Agreement or the consummation of the transactions
         contemplated by this Agreement, except for such consents, approvals,
         authorizations and orders (if any) as have been obtained;

              (ix) the consummation of the transactions contemplated by this
         Agreement are in the ordinary course of business of the Master
         Servicer; and

              (x) the Master Servicer has obtained an Errors and Omissions
         Insurance Policy and a Fidelity Bond in accordance with Section 3.14,
         each of which is in full force and effect, and each of which provides
         at least such coverage as is required hereunder.

         It is understood and agreed that the representations and warranties set
forth in this Section 3.28 shall survive the execution and delivery of this
Agreement. The Master Servicer shall indemnify the Depositor, the Seller and the
Trustee and hold them harmless against any loss, damages, penalties, fines,
forfeitures, legal fees and related costs, judgments, and other costs and
expenses resulting from any third party claim, demand, defense or assertion
based on or grounded upon, or resulting from, a breach of the Master Servicer's
representations and warranties contained in Section 3.28(a). Notwithstanding
anything in this Agreement to the contrary, the Master Servicer shall not be
liable for special, indirect or consequential losses or damages of any kind
whatsoever (including, but not limited to, lost profits). It is understood and
agreed that the enforcement of the obligation of the Master Servicer set forth
in this Section to indemnify the Depositor, the Seller and the Trustee as
provided in this Section constitutes the sole remedy (other than as set forth in
Section 7.02) of the Depositor, the Seller and the Trustee, respecting a breach
of the foregoing representations and warranties. Such indemnification shall
survive any termination of the Master Servicer as Master Servicer hereunder.

         Any cause of action against the Master Servicer relating to or arising
out of the breach of any representations and warranties made in this Section
shall accrue upon discovery of such breach by the Depositor, the Master
Servicer, the Seller or the Trustee or notice thereof by any one of such parties
to the other parties.

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         It is understood and agreed that the representations and warranties of
the Depositor set forth in Sections 2.06(i), (ii), (v), (vi), (vii), and (ix)
shall survive the execution and delivery of this Agreement. The Depositor shall
indemnify the Master Servicer and hold it harmless against any loss, damages,
penalties, fines, forfeitures, legal fees and related costs, judgments, and
other costs and expenses resulting from any third party claim, demand, defense
or assertion based on or grounded upon, or resulting from, a breach of the
Depositor's representations and warranties contained in Sections 2.06(i), (ii),
(v), (vi), (vii), and (ix) hereof. It is understood and agreed that the
enforcement of the obligation of the Depositor set forth in this Section to
indemnify the Master Servicer as provided in this Section constitutes the sole
remedy of the Master Servicer respecting a breach by the Depositor of the
representations and warranties in Sections 2.06(i), (ii), (v), (vi), (vii), and
(ix) hereof.

         Any cause of action against the Depositor relating to or arising out of
the breach of the representations and warranties made in Sections 2.06(i), (ii),
(v), (vi), (vii), and (ix) hereof shall accrue upon discovery of such breach by
either the Depositor or the Master Servicer or notice thereof by any one of such
parties to the other parties.

         SECTION 3.29. Closing Certificate and Opinion.

         On or before the Closing Date, the Master Servicer shall cause to be
delivered to the Depositor, the Seller, the Trustee, and Greenwich Capital
Markets, Inc. an Opinion of Counsel, dated the Closing Date, in form and
substance reasonably satisfactory to the Depositor, Greenwich Capital Markets,
Inc., and the Seller as to the due authorization, execution and delivery of this
Agreement by the Master Servicer and the enforceability thereof.

         SECTION 3.30. Duties of the Loss Mitigation Advisor.

         (a) The Certificateholders, by their purchase and acceptance of the
Certificates, appoint The Murrayhill Company as Loss Mitigation Advisor. For and
on behalf of the Depositor, the Master Servicer, the Trustee and the
Certificateholders, the Loss Mitigation Advisor will provide information and
recommendations concerning Mortgage Loans. All advice offered by the Loss
Mitigation Advisor to the Master Servicer shall be kept confidential by the Loss
Mitigation Advisor. The Loss Mitigation Advisor shall look solely to the Master
Servicer for all information and data (including loss and delinquency
information) and loan level information and data relating to the servicing of
the Mortgage Loans and the Trustee shall not have any obligation to provide any
such information to the Loss Mitigation Advisor.

         (b) If requested by the Loss Mitigation Advisor, the Master Servicer
shall authorize the related Servicers, during their normal business hours, to
respond to reasonable inquiries, transmitted by the Loss Mitigation Advisor in
connection with any Mortgage Loan that is at least 30 days delinquent and any
REO Property, provided that the Servicer shall only be required to provide
information that is readily accessible and available to its personnel. In the
event any Servicer fails to provide the Loss Mitigation Advisor with any
information requested of it, the Master Servicer shall, upon the Loss Mitigation
Advisor's written request, direct the related Servicer to provide such
information to the Loss Mitigation Advisor to the same extent that the Servicer
is required to provide such information to the Master Servicer pursuant to the
Servicing Agreement.

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         (c) The Loss Mitigation Advisor shall be entitled to compensation from
time to time as agreed to by it and the Seller (or an Affiliate of the Seller)
until the termination of the Trust or until its renewal. The Loss Mitigation
Advisor may be removed by a vote of at least 66% of the Voting Rights of the
Certificates.

         SECTION 3.31. Limitation Upon Liability of the Loss Mitigation Advisor.

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

         SECTION 3.32. Limitation on Liability of the Master Servicer.

         Neither the Master Servicer nor any of the directors, officers,
employees or agents of the Master Servicer shall be under any liability to the
Trust Fund or the Certificateholders for any action taken by such Person or by a
Servicer or for such Person's or Servicer's 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 Master Servicer 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 or
by reason of reckless disregard of duties and obligations hereunder.

                                   ARTICLE IV

                                  FLOW OF FUNDS

         SECTION 4.01. Distributions.

         (a) On each Distribution Date, the Trustee shall withdraw funds on
deposit in the Distribution Account to the extent of Available Funds for such
Distribution Date and make the following disbursements and transfers in the
order of priority set forth below:

              (i) to the Holders of the Senior Certificates, the related
         Interest Distributable Amounts for that date, pro rata (based on the
         Interest Distributable Amount to which each such Class is entitled);
         and

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              (ii) from the Principal Distribution Amount for such Distribution
         Date, an amount equal to the Senior Principal Distribution Amount for
         that date, in the following order of priority:

                   (A)  first, to the Holder of Class A-R Certificate, until the
                        Class Certificate Principal Balance of such Class is
                        reduced to zero, and

                   (B)  second, to the Holders of the Class A Certificates,
                        until the Class Certificate Principal Balance of such
                        Class is reduced to zero;

              (iii) the Available Funds remaining after giving effect to the
         distributions specified in subsections (i) and (ii) above will be
         distributed to the Certificateholders in the following order of
         priority:

                   (A)  to the Holders of the Class B-1 Certificates, the
                        related Interest Distributable Amount for that date;

                   (B)  to the Holders of the Class B-1 Certificates, an amount
                        allocable to principal equal to its Pro Rata Share for
                        such Distribution Date until the Class Certificate
                        Principal Balance of such Class is reduced to zero;

                   (C)  to the Holders of the Class B-2 Certificates, the
                        related Interest Distributable Amount for that date;

                   (D)  to the Holders of the Class B-2 Certificates, an amount
                        allocable to principal equal to its Pro Rata Share for
                        such Distribution Date until the Class Certificate
                        Principal Balance of such Class is reduced to zero;

                   (E)  to the Holders of the Class B-3 Certificates, the
                        related Interest Distributable Amount for that date;

                   (F)  to the Holders of the Class B-3 Certificates, an amount
                        allocable to principal equal to its Pro Rata Share for
                        such Distribution Date until the Class Certificate
                        Principal Balance of such Class is reduced to zero;

                   (G)  to the Holders of the Class B-4 Certificates, the
                        related Interest Distributable Amount for that date;

                   (H)  to the Holders of the Class B-4 Certificates, an amount
                        allocable to principal equal to its Pro Rata Share for
                        such Distribution Date until the Class Certificate
                        Principal Balance of such Class is reduced to zero;

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                   (I)  to the Holders of the Class B-5 Certificates, the
                        related Interest Distributable Amount for that date;

                   (J)  to the Holders of the Class B-5 Certificates, an amount
                        allocable to principal equal to its Pro Rata Share for
                        such Distribution Date until the Class Certificate
                        Principal Balance of such Class is reduced to zero;

                   (K)  to the Holders of the Class B-6 Certificates, the
                        related Interest Distributable Amount for that date;

                   (L)  to the Holders of the Class B-6 Certificates, an amount
                        allocable to principal equal to its Pro Rata Share for
                        such Distribution Date until the Class Certificate
                        Principal Balance of such Class is reduced to zero; and

                   (M)  to the Holder of the Class A-R Certificate, any
                        Available Funds then remaining.

         (b) Amounts to be paid to the Holders of a Class of Certificates shall
be payable with respect to all Certificates of that Class, pro rata, based on
the Certificate Principal Balance or Certificate Notional Balance, as
applicable, of each Certificate of that Class.

         (c) On each Distribution Date, the Trustee shall distribute to the
Class LTA-R Certificates any Residual Funds for such date.

         (d) On each Distribution Date, the Interest Distributable Amounts for
the Classes of Senior Certificates and Subordinate Certificates on such
Distribution Date shall be reduced by the pro rata share of each such Class in:

              (i) Uncompensated Interest Shortfalls and Relief Act Reductions,
         based on such Class's Monthly Interest Distributable Amount without
         taking into account such Uncompensated Interest Shortfalls and Relief
         Act Reductions;

              (ii) after the Special Hazard Coverage Termination Date, with
         respect to each Mortgage Loan that became a Special Hazard Mortgage
         Loan during the related Prepayment Period, the excess of one month's
         interest at the related Net Loan Rate on the Stated Principal Balance
         of such Mortgage Loan as of such Distribution Date over the amount of
         Liquidation Proceeds applied as interest on such Mortgage Loan with
         respect to such related Prepayment Period;

              (iii) after the Bankruptcy Coverage Termination Date, with respect
         to each Mortgage Loan that became subject to a Bankruptcy Loss during
         the related Prepayment Period, the interest portion of the related Debt
         Service Reduction or Deficient Valuation; and

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              (iv) after the Fraud Coverage Termination Date, with respect to
         each Mortgage Loan that became a Fraud Loan during the related
         Prepayment Period, the excess of one month's interest at the related
         Net Loan Rate on the Stated Principal Balance of such Mortgage Loan as
         of such Distribution Date over the amount of Liquidation Proceeds
         applied as interest on such Mortgage Loan with respect to such month.

         (e) Notwithstanding the priority and allocation set forth in Section
4.01(a)(iii) above, if with respect to any Class of Subordinate Certificates on
any Distribution Date the sum of the related Class Subordination Percentages of
such Class and of all other Classes of Subordinate Certificates which have a
higher numerical Class designation than such Class (the "APPLICABLE CREDIT
SUPPORT PERCENTAGE") is less than the Original Applicable Credit Support
Percentage for such Class, no distribution of Principal Prepayments will be made
to any such Classes (the "RESTRICTED CLASSES") and the amount of such Principal
Prepayment otherwise distributable to the Restricted Classes shall be
distributed to any Classes of Subordinate Certificates having lower numerical
Class designations than such Class, pro rata, based on the Class Certificate
Principal Balances of the respective Classes immediately prior to such
Distribution Date and shall be distributed in the sequential order provided in
Section 4.01(a)(iii) above.

         (f) Distributions on Physical Certificates. The Trustee shall make
distributions in respect of a Distribution Date to each Certificateholder of
record on the related Record Date (other than as provided in Section 10.01
hereof respecting the final distribution), in the case of Certificateholders of
the Physical Certificates, by check or money order mailed to such
Certificateholder at the address appearing in the Certificate Register, or by
wire transfer. Distributions among Certificateholders of a Class shall be made
in proportion to the Percentage Interests evidenced by the Certificates of that
Class held by such Certificateholders.

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

         SECTION 4.02. [Reserved].

         SECTION 4.03. Allocation of Realized Losses.

         (a) On or prior to each Determination Date, the Trustee shall aggregate
the loan-level information provided by the Master Servicer with respect to the
total amount of Realized Losses, including Excess Losses, with respect to the
Mortgage Loans for the related Distribution Date.

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         (b) Realized Losses, Bankruptcy Losses, Fraud Losses and Special Hazard
Losses with respect to any Distribution Date shall be allocated as follows:

              (i) Realized Losses, Bankruptcy Losses, Fraud Losses and Special
         Hazard Losses (other than Excess Losses) shall be allocated:

              first, to the Subordinate Certificates in reverse order of their
              respective numerical Class designations (beginning with the Class
              of Subordinate Certificates with the highest numerical Class
              designation) until the Class Certificate Principal Balance of each
              such Class is reduced to zero; and

              second, to the Senior Certificates, pro rata, until the Class
              Certificate Principal Balance of each Class of Senior Certificates
              is reduced to zero; and

              (ii) any Excess Losses on the Mortgage Loans shall be allocated to
         the Classes of Senior Certificates and Subordinate Certificates, pro
         rata, on the basis of the respective Class Certificate Principal
         Balances of such Classes of Senior Certificates and Subordinate
         Certificates.

         (c) The Class Certificate Principal Balance of the Class of Subordinate
Certificates then outstanding with the highest numerical Class designation shall
be reduced on each Distribution Date by the amount, if any, by which the
aggregate of the Class Certificate Principal Balances of all outstanding Classes
of Certificates (after giving effect to the distribution of principal and the
allocation of Realized Losses, Bankruptcy Losses, Fraud Losses and Special
Hazard Losses and Excess Losses on such Distribution Date) exceeds the aggregate
of the Stated Principal Balances of all the Mortgage Loans for the following
Distribution Date.

         (d) Any Realized Loss, Bankruptcy Loss, Fraud Loss, Special Hazard Loss
or Excess Loss allocated to a Class of Certificates or any reduction in the
Class Certificate Principal Balance of a Class of Certificates pursuant to
Section 4.03(b) or (c) shall be allocated among the Certificates of such Class,
pro rata, in proportion to their respective Certificate Principal Balances.

         (e) Any allocation of Realized Losses to a Certificate or any reduction
in the Certificate Principal Balance of a Certificate pursuant to Section
4.03(b) or (c) shall be accomplished by reducing the Certificate Principal
Balance thereof immediately following the distributions made on the related
Distribution Date in accordance with the definition of "Certificate Principal
Balance".

         SECTION 4.04. Statements.

         (a) On each Distribution Date, based, as applicable, on loan-level
information provided to it by the Master Servicer, the Trustee shall make
available to each Holder of the Regular Certificates, the Seller, the Master
Servicer and the Rating Agency, a statement (the "DISTRIBUTION DATE STATEMENT")
as to the distributions made on such Distribution Date:

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

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

              (iii) the Pro Rata Senior Percentage, Senior Percentage, Senior
         Prepayment Percentage, Subordinate Percentage and Subordinate
         Prepayment Percentage for the following Distribution Date;

              (iv) the aggregate amount of servicing compensation received by
         each Servicer during the related Due Period and such other customary
         information as the Trustee deems necessary or desirable, or which a
         Certificateholder reasonably requests, to enable Certificateholders to
         prepare their tax returns;

              (v) the aggregate amount of Advances for the related Due Period
         and the amount of unreimbursed Advances;

              (vi) the Special Hazard Loss Coverage Amount, the Fraud Loss
         Coverage Amount and the Bankruptcy Loss Coverage Amount, each as of the
         related Determination Date;

              (vii) the Pool Balance and Net WAC for all Mortgage Loans at the
         Close of Business at the end of the related Due Period;

              (viii) the aggregate Principal Balance of the Six-Month CMT
         Indexed, One-Year CMT Indexed and Five-Year CMT Indexed Mortgage Loans
         at the Close of Business at the end of the related Due Period;

              (ix) the aggregate Principal Balance of the Six-Month LIBOR
         Indexed, One-Month LIBOR Indexed and One-Year LIBOR Indexed Mortgage
         Loans at the Close of Business at the end of the related Due Period;

              (x) the amount of the Master Servicing Fees and Servicing Fees, if
         any;

              (xi) the number, weighted average remaining term to maturity and
         weighted average Loan Rate of the Mortgage Loans as of the related Due
         Date;

              (xii) the number and aggregate unpaid principal balance of
         Mortgage Loans (a) 30 to 59 days Delinquent, (b) 60 to 89 days
         Delinquent, (c) 90 or more days Delinquent, (d) as to which foreclosure
         proceedings have been commenced and (e) in bankruptcy, in each case as
         of the close of business on the last day of the preceding calendar
         month;

              (xiii) the book value of any REO Property as of the Close of
         Business on the last Business Day of the calendar month preceding the
         Distribution Date, and, cumulatively, the total number and cumulative
         principal balance of all REO Properties as of the Close of Business of
         the last day of the preceding Due Period;

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

              (xv) the aggregate amount of Realized Losses incurred during the
         related Due Period and the cumulative amount of Realized Losses;

              (xvi) the Class Certificate Principal Balance of each Class of
         Certificates (other than the Class LTA-R Certificate) after giving
         effect to any distributions made thereon, on such Distribution Date;

              (xvii) the Interest Distributable Amount in respect of each Class
         of Certificates, for such Distribution Date and the respective portions
         thereof, if any, remaining unpaid following the distributions made in
         respect of such Certificates on such Distribution Date;

              (xviii) the aggregate amount of any Prepayment Interest Shortfalls
         and the Unpaid Interest Shortfall Amount for such Distribution Date, to
         the extent not covered by payments by the Servicers pursuant to the
         applicable terms of their respective Servicing Agreements or the Master
         Servicer;

              (xix) the Available Funds;

              (xx) the Pass-Through Rate for each Class of Certificates for such
         Distribution Date;

              (xxi) any amounts distributed to the Class LTA-R Certificates; and

              (xxii) the aggregate Principal Balance of Mortgage Loans purchased
         hereunder by the Seller during the related Due Period, and indicating
         the relevant section of the related Servicing Agreement, or the Section
         of this Agreement, as applicable, requiring or allowing the purchase of
         each such Mortgage Loan.

         The Trustee will make the Distribution Date Statement (and, at its
option, any additional files containing the same information in an alternative
format) available each month to Certificateholders and the other parties to this
Agreement via the Trustee's internet website and its fax-on-demand service and
will forward the Distribution Date Statement to the Rating Agency. The Trustee's
internet website shall initially be located at "http://www-apps.gis.deutsche-
bank.com/invr". Parties that are unable to use the above distribution options
are entitled to have a paper copy mailed to them via first class mail by calling
the customer service desk and requesting same. The Trustee shall have the right
to change the way Distribution Date Statements are distributed in order to make
such distribution more convenient and/or more accessible to the above parties
and the Trustee shall provide timely and adequate notification to all the above
parties regarding any such changes. The Trustee's obligations pursuant to this
Section 4.04 are limited to the extent of its receipt of all necessary
information from the Master Servicer. The Trustee may fully rely upon and shall
have no liability with respect to information provided by the Master Servicer.

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

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

         (c) On each Distribution Date, the Trustee shall supply an electronic
tape to Bloomberg Financial Markets, Inc. in a format acceptable to Bloomberg
Financial Markets, Inc. on a monthly basis, and shall supply an electronic tape
to Mortgage Information Corporation in a format acceptable to Mortgage
Information Corporation on a monthly basis.

         On each Distribution Date, the Master Servicer shall provide the
Trustee the following information with respect to each Mortgage Loan (the
"REMITTANCE REPORT"):

              (i) the Mortgage Loan identifying number;

              (ii) [reserved];

              (iii) the current Loan Rate as of the end of the related Due
         Period;

              (iv) the related Servicing Fee Rate;

              (v) the current Monthly Payment due as of the end of the related
         Due Period;

              (vi) the next scheduled Due Date as of the end of the related Due
         Period;

              (vii) the next Adjustment Date of the Mortgage Loan as of the end
         of the related Due Period, if applicable;

              (viii) the Stated Principal Balance of the Mortgage Loan
         immediately prior to the related Due Period;

              (ix) the Stated Principal Balance of the Mortgage Loan as of the
         end of the related Due Period;

              (x) [reserved];

              (xi) the aggregate of all interest received on the Mortgage Loan,
         including Advances;

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              (xii) [reserved];

              (xiii) the aggregate of all scheduled principal payments received
         on the Mortgage Loans, including Advances;

              (xiv) Principal Prepayments in part;

              (xv) Principal Prepayments in full;

              (xvi) the delinquency status of the Mortgage Loan (i.e., 0, 30,
         60, 90+ days Delinquent);

              (xvii) [reserved];

              (xviii) an indication as to whether the Mortgage Loan is in
         foreclosure;

              (xix) an indication as to whether the related Mortgaged Property
         has become an REO Property;

              (xx) the date of bankruptcy of the Mortgagor, if any;

              (xxi) the date of foreclosure, if any;

              (xxii) the date on which the related Mortgaged Property became an
         REO Property;

              (xxiii) for each Mortgage Loan for which a Liquidation Event has
         occurred, whether such Mortgage Loan (i) has been paid in full, (ii) is
         a Liquidated Mortgage Loan or (iii) has been repurchased or replaced;

              (xxiv) [reserved];

              (xxv) the Stated Principal Balance of the Mortgage Loan on the
         date on which a Liquidation Event occurs;

              (xxvi) Liquidation Proceeds;

              (xxvii) Net Liquidation Proceeds;

              (xxviii) Realized Losses;

              (xxix) Net Prepayment Interest Shortfalls;

              (xxx) Relief Act Reductions;

              (xxxi) the aggregate of all scheduled interest received on the
         Mortgage Loans, excluding Advances;

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              (xxxii) the aggregate of all scheduled principal received on the
         Mortgage Loans, excluding Advances;

              (xxxiii) the current amount of Advances outstanding;

              (xxxiv) the amount advanced by the related Servicer;

              (xxxv) the amount of principal advanced by the related Servicer;
         and

              (xxxvi) the amount of interest advanced by the related Servicer

         SECTION 4.05. Remittance Reports; Advances.

         (a) No later than the second Business Day following each Determination
Date, the Master Servicer shall deliver to the Trustee by telecopy or electronic
mail (or by such other means as the Master Servicer and the Trustee may agree
from time to time) the Remittance Report with respect to the related
Distribution Date. Not later than the Close of Business New York time three
Business Days prior to the related Distribution Date, the Master Servicer shall
deliver or cause to be delivered to the Trustee in addition to the information
provided on the Remittance Report, such other loan-level information reasonably
available to it with respect to the Mortgage Loans as the Trustee may reasonably
require to perform the calculations necessary to make the distributions
contemplated by Section 4.01.

         (b) The amount of Advances to be made by the Master Servicer for any
Distribution Date shall equal, subject to Section 4.05(d), the sum of (i) the
aggregate amount of Monthly Payments (net of the related Master Servicing Fee
and Servicing Fee), due during the related Due Period in respect of the Mortgage
Loans, which Monthly Payments were delinquent on a contractual basis as of the
Close of Business on the related Determination Date and (ii) with respect to
each REO Property, which REO Property was acquired during or prior to the
related Due Period and as to which REO Property an REO Disposition did not occur
during the related Due Period, an amount equal to the excess, if any, of the REO
Imputed Interest on such REO Property for the most recently ended calendar
month, over the net income from such REO Property transferred to the
Distribution Account pursuant to Section 3.23 for distribution on such
Distribution Date.

         On or before the Close of Business New York time on the Master Servicer
Remittance Date, the Master Servicer shall remit in immediately available funds
to the Trustee for deposit in the Distribution Account an amount equal to the
aggregate amount of Advances, if any, to be made in respect of the Mortgage
Loans and REO Properties for the related Distribution Date either (i) from its
own funds or (ii) from the Collection Account, to the extent of funds held
therein for future distribution (in which case it will cause to be made an
appropriate entry in the records of Collection Account that amounts held for
future distribution have been, as permitted by this Section 4.05, used by the
Master Servicer in discharge of any such Advance) or (iii) in the form of any
combination of (i) and (ii) aggregating the total amount of Advances to be made
by the Master Servicer with respect to the Mortgage Loans and REO Properties.
Any amounts held for future distribution and so used shall be appropriately
reflected in the Master Servicer's records and replaced by the Master Servicer
by deposit in the Collection Account on or before any future Master Servicer
Remittance Date to the extent that the Available Funds for the related

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Distribution Date (determined without regard to Advances to be made on the
Master Servicer Remittance Date) shall be less than the total amount that would
be distributed to the Classes of Certificateholders pursuant to Section 4.01 on
such Distribution Date if such amounts held for future distributions had not
been so used to make Advances. The Trustee will promptly provide notice to the
Master Servicer by telecopy in the event that the amount remitted by the Master
Servicer to the Trustee on such date is less than the Advances required to be
made by the Master Servicer for the related Distribution Date, as set forth in
the related Remittance Report.

         (c) The obligation of the Master Servicer to make such Advances is
mandatory, notwithstanding any other provision of this Agreement but subject to
(d) below, and, with respect to any Mortgage Loan, shall continue until the
Mortgage Loan is paid in full or until the recovery of all Liquidation Proceeds
thereon.

         (d) Notwithstanding anything herein to the contrary, no Advance or
Servicing Advance shall be required to be made hereunder by the Master Servicer
if such Advance or Servicing Advance would, if made, constitute a Nonrecoverable
Advance. The determination by the Master Servicer that it has made a
Nonrecoverable Advance or that any proposed Advance or Servicing Advance, if
made, would constitute a Nonrecoverable Advance, shall be evidenced by an
Officers' Certificate of the Master Servicer delivered to the Depositor and the
Trustee.

         SECTION 4.06. Purchase of Certain Loans.

         Thornburg shall have the option, but not the obligation, to repurchase
any (x) Converted Loans, and (y) Mortgage Loan as to which the Mortgagor has
requested a Significant Modification and such borrower has a satisfactory
payment history under such Mortgage Loan and meets the credit standards of the
Seller for the loan program selected (a "SIGNIFICANT MODIFICATION LOAN"). A
"SIGNIFICANT MODIFICATION" shall mean any modification to the interest rate of
the greater of (i) 0.25% added or subtracted from the existing rate and (ii) a
change equal to the product of (a) 5% and (b) the annual existing interest rate
thereon. The purchase price for any such repurchase pursuant to this Section
4.06 shall be 100% of the Principal Balance of such Mortgage Loan and accrued
and unpaid interest thereon. In order to exercise its repurchase rights
hereunder, Thornburg shall deliver to the Master Servicer a certificate
identifying the Mortgage Loan to be repurchased and certifying that (i) such
Mortgage Loan is either a Converted Loan or a Significant Modification Loan, and
(ii) in the case of a Mortgage Loan as to which is proposed to be the subject of
a Significant Modification, on the date of such repurchase, the Significant
Modification will be entered into.

                                    ARTICLE V

                                THE CERTIFICATES

         SECTION 5.01. The Certificates.

         The Certificates shall be substantially in the form annexed hereto as
Exhibit A through E. Each of the Certificates shall, on original issue, be
executed, authenticated and delivered by the Trustee upon the written order of
the Depositor concurrently with the sale and assignment to the

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Trustee of the Trust Fund. Each Class of the Regular Certificates shall be
initially evidenced by one or more Certificates representing a Percentage
Interest with a minimum dollar denomination of $25,000, in the case of the Class
A, Class B-1, Class B-2 and Class B-3 Certificates, and $100,000, in the case of
the Class B-4, Class B-5 and Class B-6 Certificates, in each case, integral
dollar multiples of $1 in excess thereof, except that one Certificate of each
such Class of Certificates may be in a different denomination so that the sum of
the denominations of all outstanding Certificates of such Class shall equal the
Class Certificate Principal Balance or Class Certificate Notional Balance of
such Class on the Closing Date. Each of the Class A-R and Class LTA-R
Certificates is issuable only in a Percentage Interest of 100%.

         The Certificates shall be executed on behalf of the Trust by manual or
facsimile signature on behalf of the Trustee by a Responsible Officer.
Certificates bearing the manual or facsimile signatures of individuals who were,
at the time when such signatures were affixed, authorized to sign on behalf of
the Trustee shall bind the Trust, notwithstanding that such individuals or any
of them have ceased to be so authorized prior to the authentication and delivery
of such Certificates or did not hold such offices at the date of such
Certificate. No Certificate shall be entitled to any benefit under this
Agreement or be valid for any purpose, unless such Certificate shall have been
manually authenticated by the Trustee substantially in the form provided for
herein, and such authentication upon any Certificate shall be conclusive
evidence, and the only evidence, that such Certificate has been duly
authenticated and delivered hereunder. All Certificates shall be dated the date
of their authentication. Subject to Section 5.02(c), the Senior Certificates
(other than the Residual Certificates) and the Class B-1, Class B-2 and Class
B-3 Certificates shall be Book-Entry Certificates. The Residual Certificates and
the Class B-4, Class B-5 and Class B-6 Certificates shall be Physical
Certificates.

         SECTION 5.02. Registration of Transfer and Exchange of Certificates.

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

         Upon surrender for registration of transfer of any Certificate at any
office or agency of the Certificate Registrar maintained for such purpose
pursuant to the foregoing paragraph (or, so long as the Trustee serves as
Certificate Registrar, the office of the Trustee's agent located at DTC Transfer
Agent Services, 55 Water Street, Jeanette Park Entrance, New York, New York,
10044, or such other office or agency that the Trustee shall designate), the
Trustee on behalf of the Trust shall execute, authenticate and deliver, in the
name of the designated transferee or transferees, one or more new Certificates
of the same aggregate Percentage Interest.

         At the option of the Certificateholders, Certificates may be exchanged
for other Certificates in authorized denominations and the same aggregate
Percentage Interests, upon surrender of the Certificates to be exchanged at any
such office or agency. Whenever any Certificates are so surrendered for
exchange, the Trustee shall execute on behalf of the Trust and authenticate and
deliver the Certificates which the Certificateholder making the exchange is

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entitled to receive. Every Certificate presented or surrendered for registration
of transfer or exchange shall (if so required by the Trustee or the Certificate
Registrar) be duly endorsed by, or be accompanied by a written instrument of
transfer satisfactory to the Trustee and the Certificate Registrar duly executed
by, the Holder thereof or his attorney duly authorized in writing.

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

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

         (c) If (i)(x) the Depository or the Depositor advises the Trustee in
writing that the Depository is no longer willing or able to discharge properly
its responsibilities as Depository and (y) the Trustee or the Depositor is
unable to locate a qualified successor or (ii) the Depositor, at its sole
option, with the consent of the Trustee, elects to terminate the book-entry
system through the Depository, upon surrender to the Certificate Registrar of
the Book-Entry Certificates by the Depository, accompanied by registration
instructions from the Depository for registration, the Trustee shall, at the
Depositor's expense, in the case of (ii) above, or the Seller's expense, in the
case of (i) above, execute on behalf of the Trust and authenticate definitive,
fully registered certificates (the "DEFINITIVE CERTIFICATES"). Neither the
Depositor 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,

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<PAGE>

the Trustee, the Certificate Registrar, any Paying Agent and the Depositor shall
recognize the Holders of the Definitive Certificates as Certificateholders
hereunder.

         (d) No transfer, sale, pledge or other disposition of any Private
Certificate shall be made unless such disposition is exempt from the
registration requirements of the 1933 Act, and any applicable state securities
laws or is made in accordance with the 1933 Act and laws. In the event of any
such transfer, (i) unless such transfer is made in reliance upon Rule 144A (as
evidenced by the investment letter delivered to the Trustee, in substantially
the form attached hereto as Exhibit J-2 under the 1933 Act and, if so required
by the Trustee and the Depositor, a written Opinion of Counsel (which may be
in-house counsel) acceptable to and in form and substance reasonably
satisfactory to the Trustee and the Depositor is delivered to the Trustee and
Depositor that such transfer may be made pursuant to an exemption, describing
the applicable exemption and the basis therefor, from the 1933 Act or is being
made pursuant to the 1933 Act, which Opinion of Counsel shall not be an expense
of the Trustee or the Depositor) or (ii) the Trustee shall require the
transferor to execute a transferor certificate and the transferee to execute an
investment letter acceptable to and in form and substance reasonably
satisfactory to the Depositor and the Trustee certifying to the Depositor and
the Trustee the facts surrounding such transfer, which investment letter shall
not be an expense of the Trustee or the Depositor. Each Holder of a Private
Certificate desiring to effect such transfer shall, and does hereby agree to,
indemnify the Trustee, the Seller and the Depositor against any liability that
may result if the transfer is not so exempt or is not made in accordance with
such federal and state laws.

         No transfer of an ERISA-Restricted Certificate that is also a Physical
Certificate shall be made unless the Trustee shall have received either (i) a
representation from the transferee of such Certificate, acceptable to and in
form and substance satisfactory to the Trustee and the Depositor (such
requirement is satisfied only by the Trustee's receipt of a representation
letter from the transferee substantially in the form of Exhibit I hereto), to
the effect that such transferee is not an employee benefit plan subject to
Section 406 of ERISA or a plan or arrangement subject to Section 4975 of the
Code, nor a person acting on behalf of any such plan or arrangement nor using
the assets of any such plan or arrangement to effect such transfer or (ii)
except in the case of a Class LTA-R Certificate, if the purchaser is an
insurance company, a representation that the purchaser is an insurance company
which is purchasing such Certificates with funds contained in an "insurance
company general account" (as such term is defined in Section V(e) of Prohibited
Transaction Class Exemption 95-60 ("PTCE 95-60") and that the purchase and
holding of such Certificates are covered under Sections I and III of PTCE 95-60
or (iii) an Opinion of Counsel satisfactory to the Trustee, which Opinion of
Counsel shall not be an expense of either the Trustee or the Trust, addressed to
the Trustee, to the effect that the purchase and holding of such
ERISA-Restricted Certificate that is also a Physical Certificate will not result
in the assets of the Trust being deemed to be "plan assets" and subject to the
prohibited transaction provisions of ERISA and the Code and will not subject the
Trustee or the Depositor to any obligation in addition to those expressly
undertaken in this Agreement or to any liability. Notwithstanding anything else
to the contrary herein, any purported transfer of an ERISA-Restricted
Certificate that is also a Physical Certificate to an employee benefit plan
subject to ERISA or Section 4975 of the Code without the delivery to the Trustee
of an Opinion of Counsel satisfactory to the Trustee as described above shall be
void and of no effect.

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<PAGE>

         In the case of an ERISA-Restricted Certificate that is also a
Book-Entry Certificate, for purposes of clauses (i) or (ii) of the first
sentence of the preceding paragraph, such representations shall be deemed to
have been made to the Trustee by the transferee's acceptance of such
ERISA-Restricted Certificate that is also a Book-Entry Certificate (or the
acceptance by a Certificate Owner of the beneficial interest in such
Certificate).

         To the extent permitted under applicable law (including, but not
limited to, ERISA), neither the Trustee nor the Certificate Registrar shall have
any liability to any Person for any registration of transfer of any
ERISA-Restricted Certificate that is in fact not permitted by this Section
5.02(d) or for making any payments due on such Certificate to the Holder thereof
or taking any other action with respect to such Holder under the provisions of
this Agreement so long as the transfer was registered by the Trustee or the
Certificate Registrar in accordance with the foregoing requirements. In
addition, neither the Trustee nor the Certificate Registrar shall be required to
monitor, determine or inquire as to compliance with the transfer restrictions
with respect to any ERISA-Restricted Certificate in the form of a Book-Entry
Certificate, and neither the Trustee nor the Certificate Registrar shall have
any liability for transfers of Book-Entry Certificates or any interests therein
made in violation of the restrictions on transfer described in the Prospectus
Supplement and this Agreement.

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

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

              (ii) No Ownership Interest in the Class A-R Certificate may be
         registered on the Closing Date and no Ownership Interest in a Residual
         Certificate may thereafter be transferred, and the Trustee shall not
         register the Transfer of a Residual Certificate unless, in addition to
         the certificates required to be delivered under subsection (b) above,
         the Trustee shall have been furnished with an affidavit ("TRANSFER
         AFFIDAVIT") of the initial owner of the Class A-R Certificate or
         proposed transferee of a Residual Certificate in the form attached
         hereto as Exhibit L.

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

                   A. a Transferor Certificate in the form of Exhibit K hereto
              from the proposed transferee to the effect that such transferee is
              a Permitted Transferee and that it is not acquiring an Ownership
              Interest in such Residual Certificate that is

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<PAGE>

              the subject of the proposed transfer as a nominee, trustee or
              agent for any Person who is not a Permitted Transferee; and

                   B. a covenant of the proposed transferee to the effect that
              the proposed transferee agrees to be bound by and to abide by the
              transfer restrictions applicable to such Residual Certificate.

              (iv) Any attempted or purported Transfer of any Ownership Interest
         in a Residual Certificate in violation of the provisions of this
         Section shall be absolutely null and void and shall vest no rights in
         the purported transferee. If any purported transferee shall, in
         violation of the provisions of this Section, become a Holder of such
         Residual Certificate, then the prior Holder of such Residual
         Certificate that is a Permitted Transferee shall, upon discovery that
         the registration of Transfer of such Residual Certificate was not in
         fact permitted by this Section, be restored to all rights as Holder
         thereof retroactive to the date of registration of transfer of such
         Residual Certificate. Neither the Trustee nor the Certificate Registrar
         shall have any liability to any Person for any registration of Transfer
         of a Residual Certificate that is in fact not permitted by this Section
         or for making any distributions due on a Residual Certificate to the
         Holder thereof or taking any other action with respect to such Holder
         under the provisions of this Agreement so long as the Trustee received
         the documents specified in clause (iii). The Trustee shall be entitled
         to recover from any Holder of such Residual Certificate that was in
         fact not a Permitted Transferee at the time such distributions were
         made all distributions made on such Residual Certificate. Any such
         distributions so recovered by the Trustee shall be distributed and
         delivered by the Trustee to the last Holder of such Residual
         Certificate that is a Permitted Transferee.

              (v) If any Person other than a Permitted Transferee acquires any
         Ownership Interest in a Residual Certificate in violation of the
         restrictions in this Section, then the Trustee shall have the right but
         not the obligation, without notice to the Holder of such Residual
         Certificate or any other Person having an Ownership Interest therein,
         to notify the Depositor to arrange for the sale of such Residual
         Certificate. The proceeds of such sale, net of commissions (which may
         include commissions payable to the Depositor or its affiliates in
         connection with such sale), expenses and taxes due, if any, will be
         remitted by the Trustee to the previous Holder of such Residual
         Certificate that is a Permitted Transferee, except that in the event
         that the Trustee determines that the Holder of such Residual
         Certificate may be liable for any amount due under this Section or any
         other provisions of this Agreement, the Trustee may withhold a
         corresponding amount from such remittance as security for such claim.
         The terms and conditions of any sale under this clause (v) shall be
         determined in the sole discretion of the Trustee and it shall not be
         liable to any Person having an Ownership Interest in such Residual
         Certificate as a result of its exercise of such discretion.

              (vi) If any Person other than a Permitted Transferee acquires any
         Ownership Interest in a Residual Certificate in violation of the
         restrictions in this Section, then the Trustee upon receipt of
         reasonable compensation will provide to the Internal Revenue Service,
         and to the persons specified in Sections 860E(e)(3) and (6) of the
         Code,

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         information needed to compute the tax imposed under Section 860E(e)(5)
         of the Code on transfers of residual interests to disqualified
         organizations.

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

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

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

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

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

         SECTION 5.04. Persons Deemed Owners.

         The Depositor, the Trustee, the Certificate Registrar, any Paying Agent
and any agent of the Depositor, the Certificate Registrar, any Paying Agent or
the Trustee may treat the Person, including a Depository, in whose name any
Certificate is registered as the owner of such Certificate for the purpose of
receiving distributions pursuant to Section 4.01 hereof and for all other
purposes whatsoever, and none of the Trust, the Trustee, the Certificate
Registrar, the Paying Agent or any agent of any of them shall be affected by
notice to the contrary.

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         SECTION 5.05. Appointment of Paying Agent.

         (a) The Paying Agent shall make distributions to Certificateholders
from the Distribution Account pursuant to Section 4.01 hereof and shall report
the amounts of such distributions to the Trustee. The duties of the Paying Agent
may include the obligation (i) to withdraw funds from the Collection Account
pursuant to Section 3.05(a) hereof and for the purpose of making the
distributions referred to above and (ii) to distribute statements and provide
information to Certificateholders as required hereunder. The Paying Agent
hereunder shall at all times be an entity duly incorporated and validly existing
under the laws of the United States of America or any state thereof, authorized
under such laws to exercise corporate trust powers and subject to supervision or
examination by federal or state authorities. The Paying Agent shall initially be
the Trustee. The Trustee may appoint a successor to act as Paying Agent, which
appointment shall be reasonably satisfactory to the Depositor.

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

                                   ARTICLE VI

             THE SELLER AND THE DEPOSITOR; RESIGNATION OF SERVICERS

         SECTION 6.01. Liability of the Seller and the Depositor.

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

         SECTION 6.02. Merger or Consolidation of, or Assumption of the
Obligations of, the Seller or the Depositor.

         Any entity into which the Seller or the Depositor may be merged or
consolidated, or any entity resulting from any merger, conversion or
consolidation to which the Seller or the Depositor shall be a party, or any
corporation succeeding to the business of the Seller or the Depositor, shall be
the successor of the Seller or the Depositor, as the case may be, hereunder,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto, anything herein to the contrary notwithstanding.

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         SECTION 6.03. [Reserved].

         SECTION 6.04. Resignation of Master Servicer, Servicers.

         In addition to any requirements imposed by the Servicing Agreements
with regard to the resignation of the Master Servicer and appointment of a
successor Master Servicer, as applicable, the Trustee shall not accept the
resignation of the Master Servicer unless and until the Rating Agency shall have
delivered a letter to the Trustee prior to the appointment of the successor
Master Servicer, stating that the proposed appointment of such successor Master
Servicer as a Master Servicer, hereunder will not result in the reduction or
withdrawal of the then current rating of the Regular Certificates unless its
duties are no longer permissible under applicable law.

                                   ARTICLE VII

                                     DEFAULT

         SECTION 7.01. Master Servicer Event of Termination.

         (a) If any one of the following events ("MASTER SERVICER EVENT OF
TERMINATION") shall occur and be continuing:

              (i) the failure by the Master Servicer to make any Advance or to
         deposit in the Collection Account or Distribution Account any deposit
         required to be made under the terms of this Agreement; or

              (ii) the failure by the Master Servicer to make any required
         Servicing Advance which failure continues unremedied for a period of 30
         days, or the failure by the Master Servicer duly to observe or perform,
         in any material respect, any other covenants, obligations or agreements
         of the Master Servicer as set forth in this Agreement, which failure
         continues unremedied for a period of 30 days, in each case after the
         date (A) on which written notice of such failure, requiring the same to
         be remedied, shall have been given to the Master Servicer by the
         Trustee or to the Master Servicer and the Trustee by Holders of Regular
         Certificates evidencing at least 25% of the Voting Rights or (B) on
         which a Servicing Officer of the Master Servicer has actual knowledge
         of such failure; or

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

              (iv) the Master Servicer shall voluntarily go into liquidation,
         consent to the appointment of a conservator or receiver or liquidator
         or similar person in any insolvency, readjustment of debt, marshalling
         of assets and liabilities or similar proceedings of or relating to the
         Master Servicer or of or relating to all or substantially all

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

         (b) then, and in each and every such case, so long as a Master Servicer
Event of Termination shall not have been remedied within the applicable grace
period, the Trustee shall, at the written direction of the Holders of
Certificates evidencing Percentage Interests aggregating not less than 51%, or
at its option may, by notice then given in writing to the Master Servicer,
terminate all of the rights and obligations of the Master Servicer as servicer
under this Agreement. Any such notice to the Master Servicer shall also be given
to the Rating Agency, the Depositor and the Seller. On or after the receipt by
the Master Servicer (and by the Trustee if such notice is given by the Holders)
of such written notice, all authority and power of the Master Servicer under
this Agreement, whether with respect to the Certificates or the Mortgage Loans
or otherwise, shall pass to and be vested in the Trustee; and, without
limitation, and the Trustee is hereby authorized and empowered to execute and
deliver, on behalf of the Master Servicer, as attorney-in-fact or otherwise, any
and all documents and other instruments, and to do or accomplish all other acts
or things necessary or appropriate to effect the purposes of such notice of
termination, whether to complete the transfer and endorsement of each Mortgage
Loan and related documents or otherwise. The Master Servicer agrees to cooperate
with the Trustee in effecting the termination of the responsibilities and rights
of the Master Servicer hereunder, including, without limitation, the delivery to
the Trustee of all documents and records requested by it to enable it to assume
the Master Servicer's functions under this Agreement within ten Business Days
subsequent to such notice, the transfer within one Business Day subsequent to
such notice to the Trustee for the administration by it of all cash amounts that
shall at the time be held by the Master Servicer and to be deposited by it in
the Collection Account, the Distribution Account, any REO Account or any
Servicing Account or that have been deposited by the Master Servicer in such
accounts or thereafter received by the Master Servicer with respect to the
Mortgage Loans or any REO Property received by the Master Servicer. All
reasonable costs and expenses (including attorneys' fees) incurred in connection
with transferring the Master Servicer's duties and the Mortgage Files to the
successor Master Servicer and amending this Agreement to reflect such succession
as Master Servicer pursuant to this Section shall be paid by the predecessor
Master Servicer (or if the predecessor Master Servicer is the Trustee, the
initial Master Servicer) upon presentation of reasonable documentation of such
costs and expenses.

         (c) Notwithstanding the foregoing, if a Master Servicer Event of
Termination described in clause (i) of Section 7.01(a) shall occur, the Trustee
shall, by notice in writing to the Master Servicer, which may be delivered by
telecopy, immediately suspend all of the rights and obligations of the Master
Servicer thereafter arising under this Agreement, but without prejudice to any
rights it may have as a Certificateholder or to reimbursement of Advances and
Servicing Advances of its own funds, and the Trustee shall act as provided in
Section 7.02 to carry out the

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duties of the Master Servicer, including the obligation to make any Advance the
nonpayment of which was a Master Servicer Event of Termination described in
clause (i) of Section 7.01(a). Any such action taken by the Trustee must be
prior to the distribution on the relevant Distribution Date. If the Master
Servicer shall within two Business Days following such suspension remit to the
Trustee the amount of any Advance the nonpayment of which by the Master Servicer
was a Master Servicer Event of Termination described in clause (i) of Section
7.01(a), the Trustee, subject to the last sentence of this paragraph, shall
permit the Master Servicer to resume its rights and obligations as Master
Servicer hereunder. The Master Servicer agrees that it will reimburse the
Trustee for actual, necessary and reasonable costs incurred by the Trustee
because of action taken pursuant to this subsection. The Master Servicer agrees
that if a Master Servicer Event of Termination as described in clause (i) of
Section 7.01(a) shall occur more than two times in any twelve month period, the
Trustee shall be under no obligation to permit the Master Servicer to resume its
rights and obligations as Master Servicer hereunder.

         In the event the Trustee Advances funds for any period as contemplated
in the preceding paragraph, it shall be entitled to the Master Servicing Fee for
such period.

         SECTION 7.02. Trustee to Act.

         (a) From and after the date the Master Servicer (and the Trustee, if
notice is sent by the Holders) receives a notice of termination pursuant to
Section 7.01 or 6.04, the Trustee shall be the successor in all respects to the
Master Servicer in its capacity as servicer under this Agreement and the
transactions set forth or provided for herein and shall be subject to all the
responsibilities, duties and liabilities relating thereto placed on the Master
Servicer by the terms and provisions hereof arising on and after its succession.
As compensation therefor, the Trustee shall be entitled to such compensation as
the Master Servicer would have been entitled to hereunder if no such notice of
termination had been given. Notwithstanding the above, (i) if the Trustee is
unwilling to act as successor Master Servicer or (ii) if the Trustee is legally
unable so to act, the Trustee shall appoint or petition a court of competent
jurisdiction to appoint, any established housing and home finance institution,
bank or other mortgage loan or home equity loan servicer having a net worth of
not less than $15,000,000 as the successor to the Master Servicer hereunder in
the assumption of all or any part of the responsibilities, duties or liabilities
of the Master Servicer hereunder; provided, that the appointment of any such
successor Master Servicer shall not result in the qualification, reduction or
withdrawal of the ratings assigned to the Certificates by the Rating Agency as
evidenced by a letter to such effect from the Rating Agency. Pending appointment
of a successor to the Master Servicer hereunder, unless the Trustee is
prohibited by law from so acting, the Trustee shall act in such capacity as
hereinabove provided. In connection with such appointment and assumption, the
successor shall be entitled to receive compensation out of payments on Mortgage
Loans in an amount equal to the compensation which the Master Servicer would
otherwise have received pursuant to Section 3.18. The appointment of a successor
Master Servicer shall not affect any liability of the predecessor Master
Servicer which may have arisen under this Agreement prior to its termination as
Master Servicer to pay any deductible under an insurance policy pursuant to
Section 3.14 or to indemnify the Trustee pursuant to Section 8.05), nor shall
any successor Master Servicer be liable for any acts or omissions of the
predecessor Master Servicer or for any breach by such Master Servicer of any of
its representations or warranties contained herein or in any related

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document or agreement. The Trustee and such successor shall take such action,
consistent with this Agreement, as shall be necessary to effectuate any such
succession.

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

         (c) Notwithstanding anything else herein to the contrary, in no event
shall the Trustee be liable for any servicing fee or for any differential in the
amount of the servicing fee paid hereunder and the amount necessary to induce
any successor Master Servicer to act as successor Master Servicer under this
Agreement and the transactions set forth or provided for herein.

         SECTION 7.03. Waiver of Master Servicer Event of Termination.

         The Majority Certificateholders may, on behalf of all
Certificateholders, by notice in writing to the Trustee, direct the Trustee to
waive any events permitting removal of any Master Servicer as a servicer
pursuant to the related Servicing Agreement, provided, however, that the
Majority Certificateholders may not waive an event that results in a failure to
make any required distribution on a Certificate without the consent of the
Holder of such Certificate. Upon any waiver of a Master Servicer Event of
Termination, such event shall cease to exist and any Master Servicer Event of
Termination arising therefrom shall be deemed to have been remedied for every
purpose of this Agreement. No such waiver shall extend to any subsequent or
other event or impair any right consequent thereto except to the extent
expressly so waived. Notice of any such waiver shall be given by the Trustee to
the Rating Agency.

         SECTION 7.04. Notification to Certificateholders.

         (a) Upon any termination or appointment of a successor to any Master
Servicer pursuant to this Article VII or Section 6.04, the Trustee shall give
prompt written notice thereof to the Certificateholders at their respective
addresses appearing in the Certificate Register and to the Rating Agency.

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

         SECTION 7.05. Consolidation or Merger of the Master Servicer.

         Any Person into which the Master Servicer may be merged or
consolidated, or any Person resulting from any merger, conversion or
consolidation to which the Master Servicer shall be a party, or any Person
succeeding to the business of the Master Servicer, shall be the

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successor of the Master 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.

                                  ARTICLE VIII

                                   THE TRUSTEE

         SECTION 8.01. Duties of Trustee.

         The Trustee, prior to the occurrence of a Master Servicer Event of
Termination and after the curing or waiver of all Master Servicer Events of
Termination which may have occurred, undertakes to perform such duties and only
such duties as are specifically set forth in this Agreement. If a Master
Servicer Event of Termination has occurred (which has not been cured or waived)
of which a Responsible Officer has actual knowledge, the Trustee shall exercise
such of the rights and powers vested in it by this Agreement, and use the same
degree of care and skill in their exercise, as a prudent man would exercise or
use under the circumstances in the conduct of his own affairs.

         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
conform to the requirements of this Agreement; provided, however, that the
Trustee will not be responsible for the accuracy or content of any such
resolutions, certificates, statements, opinions, reports, documents or other
instruments. If any such instrument is found not to conform to the requirements
of this Agreement in a material manner the Trustee shall take such action as it
deems appropriate to have the instrument corrected.

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

              (i) prior to the occurrence of a Master Servicer Event of
         Termination, and after the curing of all such Master Servicer Events of
         Termination 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 liable for an error of judgment made
         in good faith by a Responsible Officer of the Trustee, unless it shall
         be proved that the Trustee was negligent in ascertaining or
         investigating the facts related thereto;

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              (iii) 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 the consent or at the direction of Holders of
         Certificates as provided herein relating to the time, method and place
         of conducting any remedy pursuant to this Agreement, or exercising or
         omitting to exercise any trust or power conferred upon the Trustee,
         under this Agreement; and

              (iv) the Trustee shall not be charged with knowledge of any Master
         Servicer Event of Termination unless a Responsible Officer of the
         Trustee at the Corporate Trust Office obtains actual knowledge of such
         failure or the Trustee receives written notice of such Master Servicer
         Event of Termination from the related Servicer or the Majority
         Certificateholders.

         The Trustee shall not be required to expend or risk its own funds or
otherwise incur financial or other liability in the performance of any of its
duties hereunder, or in the exercise of any of its rights or powers, if there is
reasonable ground for believing that the repayment of such funds or indemnity
satisfactory to it against such risk or liability is not 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 Master 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 Master Servicer in accordance with
the terms of this Agreement.

         SECTION 8.02. Certain Matters Affecting the Trustee.

         Except as otherwise provided in Section 8.01 hereof:

              (i) the Trustee may request and conclusively rely upon, and shall
         be fully protected in acting or refraining from acting upon, any
         resolution, Officers' Certificate, certificate of auditors or any other
         certificate, statement, instrument, opinion, report, notice, request,
         consent, order, appraisal, bond or other paper or document reasonably
         believed by it to be genuine and to have been signed or presented by
         the proper party or parties, and the manner of obtaining consents and
         of evidencing the authorization of the execution thereof by
         Certificateholders shall be subject to such reasonable regulations as
         the Trustee may prescribe;

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

              (iii) the Trustee shall be under no obligation to exercise any of
         the rights or powers vested in it by this Agreement, or to institute,
         conduct or defend any litigation hereunder or in relation hereto, at
         the request, order or direction of any of the Certificateholders,
         pursuant to the provisions of this Agreement, unless such
         Certificateholders shall have offered to the Trustee reasonable
         security or indemnity satisfactory to it against the costs, expenses
         and liabilities which may be incurred therein or thereby; the right of
         the Trustee to perform any discretionary act enumerated in this

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         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 any such act;

              (iv) 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;

              (v) prior to the occurrence of a Master Servicer Event of
         Termination and after the curing or waiver of all Master Servicer
         Events of Termination which may have occurred, the Trustee shall not be
         bound to make any investigation into the facts or matters stated in any
         resolution, certificate, statement, instrument, opinion, report,
         notice, request, consent, order, approval, bond or other paper or
         documents, unless requested in writing to do so by the Majority
         Certificateholder; provided, however, that if the payment within a
         reasonable time to the Trustee of the costs, expenses or liabilities
         likely to be incurred by it in the making of such investigation is, in
         the opinion of the Trustee, not reasonably assured to the Trustee by
         the security afforded to it by the terms of this Agreement, the Trustee
         may require reasonable indemnity against such cost, expense or
         liability as a condition to such proceeding. If the Master Servicer
         fails to reimburse the Trustee in respect of the reasonable expense of
         every such examination relating to the Master Servicer, the Trustee
         shall be reimbursed by the Trust Fund;

              (vi) the Trustee shall not be accountable, shall have no liability
         and makes no representation as to any acts or omissions hereunder of
         the Master Servicer until such time as the Trustee may be required to
         act as the Master Servicer pursuant to Section 7.02 hereof and
         thereupon only for the acts or omissions of the Trustee as a successor
         Master Servicer;

              (vii) the Trustee may execute any of the trusts or powers
         hereunder or perform any duties hereunder either directly or by or
         through agents, nominees, attorneys or a custodian, and shall not be
         responsible for any willful misconduct or negligence on the part of any
         agent, nominee, attorney or custodian appointed by the Trustee in good
         faith; and

              (viii) 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.

         SECTION 8.03. Trustee Not Liable for Certificates, Mortgage Loans or
Additional Collateral.

         The recitals contained herein and in the Certificates (other than the
authentication and countersignature of the Trustee on the Certificates) shall be
taken as the statements of the Seller, 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 (other than the signature and countersignature of the Trustee on
the Certificates) or of any Mortgage Loan or related document or of MERS or the
MERS System. The Trustee shall not be accountable for the use or application by
the Master Servicer, or for the use or application

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of any funds paid to the Master Servicer in respect of related Mortgage Loans or
deposited in or withdrawn from the Collection Account by the Master Servicer.
The Trustee shall at no time have any responsibility or liability for or with
respect to the legality, validity and enforceability of any Mortgage or any
Mortgage Loan, or the perfection and priority of any Mortgage or the maintenance
of any such perfection and priority, or for or with respect to the sufficiency
of the Trust or its ability to generate the payments to be distributed to
Certificateholders under this Agreement, including, without limitation: the
existence, condition and ownership of any Mortgaged Property; the existence and
enforceability of any hazard insurance thereon (other than if the Trustee shall
assume the duties of the Master Servicer pursuant to Section 7.02 hereof); the
validity of the assignment of any Mortgage Loan to the Trustee or of any
intervening assignment; the completeness of any Mortgage Loan; the performance
or enforcement of any Mortgage Loan (other than if the Trustee shall assume the
duties of the Master Servicer pursuant to Section 7.02 hereof); the compliance
by the Depositor or the Seller with any warranty or representation made under
this Agreement or in any related document or the accuracy of any such warranty
or representation prior to the Trustee's receipt of notice or other discovery of
any non-compliance therewith or any breach thereof; any investment of monies by
or at the direction of the Master Servicer or any loss resulting therefrom, it
being understood that the Trustee shall remain responsible for any Trust
property that it may hold in its individual capacity; the acts or omissions of
the Master Servicer (other than if the Trustee shall assume the duties of the
Master Servicer pursuant to Section 7.02 hereof, and then only for the acts or
omissions of the Trustee as the successor Master Servicer), any Servicer or any
Mortgagor; any action of the Master Servicer (other than if the Trustee shall
assume the duties of the Master Servicer pursuant to Section 7.02 hereof), or
any Servicer taken in the name of the Trustee; the failure of the Master
Servicer or any Servicer to act or perform any duties required of it as agent of
the Trustee hereunder; or any action by the Trustee taken at the instruction of
the Master Servicer (other than if the Trustee shall assume the duties of the
Master Servicer pursuant to Section 7.02 hereof, and then only for the actions
of the Trustee as the successor Master Servicer); provided, however, that the
foregoing shall not relieve the Trustee of its obligation to perform its duties
under this Agreement, including, without limitation, the Trustee's duty to
review the Mortgage Files, if so required pursuant to Section 2.01 of this
Agreement. The Trustee shall have no responsibility for filing any financing or
continuation statement in any public office at any time or to otherwise perfect
or maintain the perfection of any security interest or lien granted to it
hereunder (unless the Trustee shall have become the successor Master Servicer).

         SECTION 8.04. Trustee May Own Certificates.

         The Trustee in its individual or any other capacity may become the
owner or pledgee of Certificates and may transact any banking and trust business
with the Seller, the Master Servicer, the Depositor or their Affiliates with the
same rights as it would have if it were not Trustee.

         SECTION 8.05. Trustee's Fees and Expenses.

         The Trustee, as compensation for all services rendered by the Trustee
in the exercise and performance of any of the powers and duties hereunder, shall
be entitled to withdraw from the Distribution Account on each Distribution Date
an amount equal to the Trustee Fee for such Distribution Date. The Trust Fund
shall pay or reimburse the Trustee upon request on any

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Distribution Date for all reasonable expenses, disbursements and advances
incurred or made by the Trustee in accordance with any of the provisions of this
Agreement during the related Due Period (including but not limited to Section
7.01 and Section 8.02(v) hereof and 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 or which is the responsibility of
Certificateholders or the Trustee hereunder. On each such Distribution Date, the
Trustee shall be entitled to withdraw from the Distribution Account the amount
of such payment or reimbursement for such Distribution Date. In addition, the
Trust Fund shall indemnify the Trustee and its officers, directors, employees
and agents from, and hold it harmless against, any and all losses, liabilities,
damages, claims or expenses incurred by reason of its participation in the
transactions contemplated hereby or in connection with any legal action relating
to this Agreement, the Trust Fund or the Certificates, including, without
limitation, all reasonable attorneys' and consultants' fees, expenses and court
costs, other than any loss, liability or expense incurred by reason of willful
misfeasance, bad faith or negligence of the Trustee in the performance of its
duties hereunder or by reason of the Trustee's reckless disregard of obligations
and duties hereunder. This section shall survive termination of this Agreement
and the resignation or removal of the Trustee hereunder.

         SECTION 8.06. Eligibility Requirements for Trustee.

         The Trustee hereunder shall at all times be an entity duly organized
and validly existing under the laws of the United States of America or any state
thereof, authorized under such laws to exercise corporate trust powers, having a
combined capital and surplus of at least $50,000,000 and a minimum long-term
debt rating in the third highest rating category by the Rating Agency and in the
Rating Agency's two highest short-term rating categories, and subject to
supervision or examination by federal or state authority. If such entity
publishes reports of condition at least annually, pursuant to law or to the
requirements of the aforesaid supervising or examining authority, then for the
purposes of this Section 8.06, the combined capital and surplus of such entity
shall be deemed to be its combined capital and surplus as set forth in its most
recent report of condition so published. The principal office of the Trustee
(other than the initial Trustee) shall be in a state with respect to which an
Opinion of Counsel has been delivered to such Trustee at the time such Trustee
is appointed Trustee to the effect that the Trust will not be a taxable entity
under the laws of such state. In case at any time the Trustee shall cease to be
eligible in accordance with the provisions of this Section 8.06, the Trustee
shall resign immediately in the manner and with the effect specified in Section
8.07 hereof.

         SECTION 8.07. Resignation or Removal of Trustee.

         The Trustee may at any time resign and be discharged from the trusts
hereby created by giving written notice thereof to the Depositor, the Seller,
the Master Servicer and the Rating Agency. Upon receiving such notice of
resignation, the Depositor 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 having 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.

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         If at any time the Trustee shall cease to be eligible in accordance
with the provisions of Section 8.06 hereof or if at any time the Trustee shall
be legally unable to act, or shall be adjudged a 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 the
Depositor may remove the Trustee. If the Depositor removes the Trustee under the
authority of the immediately preceding sentence, the Depositor shall promptly
appoint a successor Trustee by written instrument, in triplicate, one copy of
which instrument shall be delivered to the Trustee so removed, one copy to the
successor trustee and one copy to the Master Servicer.

         The Majority Certificateholders may at any time remove the Trustee by
written instrument or instruments delivered to the Depositor and the Trustee;
the Depositor shall thereupon use its best efforts to appoint a successor
trustee in accordance with this Section.

         Any resignation or removal of the Trustee and appointment of a
successor Trustee pursuant to any of the provisions of this Section 8.07 shall
not become effective until acceptance of appointment by the successor Trustee as
provided in Section 8.08 hereof.

         SECTION 8.08. Successor Trustee.

         Any successor Trustee appointed as provided in Section 8.07 hereof
shall execute, acknowledge and deliver to the Depositor, the Seller and the
Master 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. The Depositor, the Seller, the Master
Servicer and the predecessor Trustee shall execute and deliver such instruments
and do such other things as may reasonably be required for fully and certainly
vesting and confirming in the successor Trustee all such rights, powers, duties
and obligations.

         No successor Trustee shall accept appointment as provided in this
Section 8.08 unless at the time of such acceptance such successor Trustee shall
be eligible under the provisions of Section 8.06 hereof and the appointment of
such successor Trustee shall not result in a downgrading of the Senior
Certificates by the Rating Agency, as evidenced by a letter from the Rating
Agency.

         Upon acceptance of appointment by a successor Trustee as provided in
this Section 8.08, the successor Trustee shall mail notice of the appointment of
a successor Trustee hereunder to all Holders of Certificates at their addresses
as shown in the Certificate Register and to the Rating Agency.

         SECTION 8.09. Merger or Consolidation of Trustee.

         Any entity into which the Trustee may be merged or converted or with
which it may be consolidated, or any entity resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any entity
succeeding to the business of the Trustee, shall be the

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successor of the Trustee hereunder, provided such entity shall be eligible under
the provisions of Section 8.06 and 8.08 hereof, without the execution or filing
of any paper or any further act on the part of any of the parties hereto,
anything herein to the contrary notwithstanding.

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

         Notwithstanding any other provisions of this Agreement, at any time,
for the purpose of meeting any legal requirements of any jurisdiction in which
any part of the Trust or any Mortgaged Property may at the time be located, the
Master Servicer and the Trustee acting jointly shall have the power, and the
Trustee shall, and shall instruct the Master Servicer to, execute and deliver
all instruments to appoint one or more Persons, with the consent of the
Depositor, which consent shall not be unreasonably withheld, approved by the
Trustee to act as co-trustee or co-trustees, jointly with the Trustee, or
separate trustee or separate trustees, of all or any part of the Trust, and to
vest in such Person or Persons, in such capacity and for the benefit of the
Certificateholders, such title to the Trust, or any part thereof, and, subject
to the other provisions of this Section 8.10, such powers, duties, obligations,
rights and trusts as the Master Servicer and the Trustee may consider necessary
or desirable. Any such co-trustee or separate trustee shall be subject to the
written approval of the Master Servicer. If a Master Servicer Event of
Termination shall have occurred and be continuing, the Trustee alone--shall have
the power to make such appointment. No co-trustee or separate trustee hereunder
shall be required to meet the terms of eligibility as a successor trustee under
Section 8.06 hereof, and no notice to Certificateholders of the appointment of
any co-trustee or separate trustee shall be required under Section 8.08 hereof.

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

              (i) all rights, powers, duties and obligations conferred or
         imposed upon the Trustee shall be conferred or imposed upon and
         exercised or performed by the Trustee and such separate trustee or
         co-trustee jointly (it being understood that such separate trustee or
         co-trustee is not authorized to act separately without the Trustee
         joining in such act), except to the extent that under any law of any
         jurisdiction in which any particular act or acts are to be performed
         (whether as Trustee hereunder or as successor to the Master Servicer
         hereunder), the Trustee shall be incompetent or unqualified to perform
         such act or acts, in which event such rights, powers, duties and
         obligations (including the holding of title to the Trust or any portion
         thereof in any such jurisdiction) shall be exercised and performed
         singly by such separate trustee or co-trustee, but solely at the
         direction of the Trustee;

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

              (iii) the Master Servicer and the Trustee, acting jointly may at
         any time accept the resignation of or remove any separate trustee or
         co-trustee except that if a Master Servicer Event of Termination shall
         have occurred and be continuing, the Trustee alone--may accept the
         resignation or remove any separate trustee or co-trustee.

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         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 and a copy thereof given to the
Depositor and the Master Servicer.

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

         SECTION 8.11. Limitation of Liability.

         The Certificates are executed by the Trustee, not in its individual
capacity but solely as Trustee of the Trust, in the exercise of the powers and
authority conferred and vested in it by this Agreement. Each of the undertakings
and agreements made on the part of the Trustee in the Certificates is made and
intended not as a personal undertaking or agreement by the Trustee but is made
and intended for the purpose of binding only the Trust.

         SECTION 8.12. Trustee May Enforce Claims Without Possession of
Certificates.

         (a) All rights of action and claims under this Agreement or the
Certificates may be prosecuted and enforced by the Trustee without the
possession of any of the Certificates or the production thereof in any
proceeding relating thereto, and such proceeding instituted by the Trustee shall
be brought in its own name or in its capacity as Trustee for the benefit of all
Holders of such Certificates, subject to the provisions of this Agreement. Any
recovery of judgment shall, after provision for the payment of the reasonable
compensation, expenses, disbursement and advances of the Trustee, its agents and
counsel, be for the ratable benefit or the Certificateholders in respect of
which such judgment has been recovered.

         (b) The Trustee shall afford the Seller, the Depositor and each
Certificateholder upon reasonable notice during normal business hours at its
Corporate Trust Office or other office designated by the Trustee, access to all
records maintained by the Trustee in respect of its duties hereunder and access
to officers of the Trustee responsible for performing such duties. Upon request,
the Trustee shall furnish the Depositor and any requesting Certificateholder
with its most recent audited financial statements. The Trustee shall cooperate
fully with the Seller, the Depositor and such Certificateholder and shall,
subject to the first sentence of this Section 8.12(b), make available to the
Seller, the Depositor and such Certificateholder for review and copying such
books, documents or records as may be requested with respect to the Trustee's

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duties hereunder. The Seller, the Depositor and the Certificateholders shall not
have any responsibility or liability for any action or failure to act by the
Trustee and are not obligated to supervise the performance of the Trustee under
this Agreement or otherwise.

         SECTION 8.13. Suits for Enforcement.

         In case a Master Servicer Event of Termination or a default by the
Depositor hereunder shall occur and be continuing, the Trustee may proceed to
protect and enforce its rights and the rights of the Certificateholders under
this Agreement, as the case may be, by a suit, action or proceeding in equity or
at law or otherwise, whether for the specific performance of any covenant or
agreement contained in this Agreement or in aid of the execution of any power
granted in this Agreement or for the enforcement of any other legal, equitable
or other remedy, as the Trustee, being advised by counsel, and subject to the
foregoing, shall deem most effectual to protect and enforce any of the rights of
the Trustee and the Certificateholders.

         SECTION 8.14. Waiver of Bond Requirement.

         The Trustee shall be relieved of, and each Certificateholder hereby
waives, any requirement of any jurisdiction in which the Trust, or any part
thereof, may be located that the Trustee post a bond or other surety with any
court, agency or body whatsoever.

         SECTION 8.15. Waiver of Inventory, Accounting and Appraisal
Requirement.

         The Trustee shall be relieved of, and each Certificateholder hereby
waives, any requirement of any jurisdiction in which the Trust, or any part
thereof, may be located that the Trustee file any inventory, accounting or
appraisal of the Trust with any court, agency or body at any time or in any
manner whatsoever.

         SECTION 8.16. Appointment of Custodians.

         The Trustee may appoint one or more custodians to hold all or a portion
of the related Mortgage Files as agent for the Trustee, by entering into a
custodial agreement. The custodian may at any time be terminated and a
substitute custodian appointed therefor by the Trustee. Subject to this Article
VIII, the Trustee agrees to comply with the terms of each custodial agreement
and to enforce the terms and provisions thereof against the custodian for the
benefit of the Certificateholders having an interest in any Mortgage File held
by such custodian. Each custodian shall be a depository institution or trust
company subject to supervision by federal or state authority, shall have
combined capital and surplus of at least $15,000,000 and shall be qualified to
do business in the jurisdiction in which it holds any Mortgage File. The Master
Servicer shall pay from its own funds, without any right to reimbursement, the
fees, costs and expenses of each custodian (including the costs of custodian's
counsel).

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         SECTION 8.17. Delaware Trustee.

         (a) The Delaware Trustee has been appointed solely for the purpose of
complying with the requirement of the DBTA that the Trust have one trustee,
which, in the case of a natural person, is a resident of the State of Delaware,
or which in all other cases, has its principal place of business in the State of
Delaware. The duties and responsibilities of the Delaware Trustee shall be
limited solely to (a) accepting legal process served on the Trust in the State
of Delaware and (b) the execution and delivery of all documents, and the
maintenance of all records, necessary to form and maintain the existence of the
Trust under the DBTA. Except for the purpose of the foregoing sentence, the
Delaware Trustee shall not be deemed a trustee and shall have no management
responsibilities or owe any fiduciary duties to the Trust or the Certificates.

         (b) By its execution hereof, the Delaware Trustee accepts the Trust
created herein. Except as otherwise expressly required by clause (a) above, the
Delaware Trustee shall not have any duty or liability with respect to the
administration of the Trust, the investment of the Trust property or the payment
of interest or principal on the Certificates.

         (c) The Delaware Trustee shall not be liable for the acts or omissions
of the Trustee, nor shall the Delaware Trustee be liable for supervising or
monitoring the performance and the duties and obligations of the Trustee or the
Trust under this Agreement or any related document, except as expressly required
by Section 8.17(a). The Delaware Trustee shall not be personally liable under
any circumstances, except for its own willful misconduct, bad faith or gross
negligence. In particular, but not by way of limitation:

              (i) the Delaware Trustee shall not be personally liable for any
         error of judgment made in good faith;

              (ii) no provision of this Agreement shall require the Delaware
         Trustee to expend or risk its personal funds or otherwise incur any
         financial liability in the performance of its rights or powers
         hereunder, if the Delaware Trustee shall have reasonable grounds for
         believing that the payment of such funds or adequate indemnity against
         such risk or liability is not reasonably assured or provided to it;

              (iii) under no circumstances shall the Delaware Trustee be
         personally liable for any representation, warranty, covenant,
         agreement, or indebtedness of the Trust;

              (iv) the Delaware Trustee shall not be personally responsible for
         or in respect of the validity or sufficiency of this Agreement or for
         the due execution hereof by any other party hereto;

              (v) the Delaware Trustee shall incur no liability to anyone in
         acting upon any signature, instrument, notice, resolution, request,
         consent, order, certificate, report, opinion, bond or other document or
         paper reasonably believed by it to be genuine and reasonably believed
         by it to be signed by the proper party or parties. The Delaware Trustee
         may accept a certified copy of a resolution of the board of directors
         or other governing body of any corporate party as conclusive evidence
         that such resolution has been duly adopted by such body and that the
         same is in full force and effect. As to any

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         fact or matter the manner of ascertainment of which is not specifically
         prescribed herein, the Delaware Trustee may for all purposes hereof
         rely on a certificate, signed by the Trustee, as to such fact or
         matter, and such certificate shall constitute full protection to the
         Delaware Trustee for any action taken or omitted to be taken by it in
         good faith in reliance thereon;

              (vi) in the exercise or administration of the trust hereunder, the
         Delaware Trustee (a) may act directly or through agents or attorneys
         pursuant to agreements entered into with any of them, and the Delaware
         Trustee shall not be liable for the default or misconduct of such
         agents or attorneys if such agents or attorneys shall have been
         selected by the Delaware Trustee in good faith and with due care and
         (b) may consult with counsel, accountants and other skilled persons to
         be selected by it in good faith and with due care and employed by it,
         and it shall not be liable for anything done, suffered or omitted in
         good faith by it in accordance with the advice or opinion of any such
         counsel, accountants or other skilled persons; and

              (vii) except as expressly provided in this Section 8.17(c), in
         accepting and performing the trust hereby created the Delaware Trustee
         acts solely as trustee hereunder and not in its individual capacity,
         and all persons having any claim against the Delaware Trustee by reason
         of the transactions contemplated by this Agreement shall look only to
         the Trust's property for payment or satisfaction thereof.

         (d) The Delaware Trustee may consult with counsel (who may be counsel
for the Co-Trustee). The reasonable legal fees incurred in connection with such
consultation shall be reimbursed to the Delaware Trustee, provided that (i) the
Delaware Trustee shall have notified the Seller in advance of incurring such
fees, of the name of counsel and the extent of its representation, and (ii) no
such fees shall be payable to the extent that they are incurred as a result of
the Delaware Trustee's gross negligence, bad faith or willful misconduct.

         (e) The Delaware Trustee shall serve for the duration of the Trust and
until the earlier of (i) the effective date of the Delaware Trustee's
resignation, or (ii) the effective date of the removal of the Delaware Trustee.
The Delaware Trustee may resign at any time by giving thirty (30) days written
notice to the Seller and Depositor; provided, however, said resignation shall
not be effective until such time as a successor Delaware Trustee has accepted
such appointment. The Delaware Trustee may be removed at any time by the
Depositor by providing thirty (30) days written notice to the Delaware Trustee;
provided, however, such removal shall not be effective until such time as a
successor Delaware Trustee has accepted such appointment. Upon the resignation
or removal of the Delaware Trustee, the Depositor shall appoint a successor
Delaware Trustee. If no successor Delaware Trustee shall have been appointed and
shall have accepted such appointment within forty-five (45) days after the
giving of such notice of resignation or removal, the Delaware Trustee may
petition any court of competent jurisdiction for the appointment of a successor
Delaware Trustee. Any successor Delaware Trustee appointed pursuant to this
section shall be eligible to act in such capacity in accordance with this
Agreement and, following compliance with this Section, shall become fully vested
with the rights, powers, duties and obligations of its predecessor under this
Agreement, with like effect as if originally named as Delaware Trustee.

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<PAGE>

         (f) The Delaware Trustee or any officer, affiliate, director, employee,
or agent of the Delaware Trustee each an "INDEMNIFIED PERSON") shall be entitled
to indemnification from the Trust Fund, to the fullest extent permitted by law,
from and against any and all losses, claims, taxes, damages, reasonable
expenses, and liabilities (including liabilities under state or federal
securities laws) of any kind and nature whatsoever (collectively, "EXPENSES"),
to the extent that such Expenses arise out of or are imposed upon or asserted
against such Indemnified Persons with respect to the creation, operation or
termination of the Trust, the execution, delivery or performance of this
Agreement or the transactions contemplated hereby; provided, however, that the
Trust Fund shall not be required to indemnify any Indemnified Person for any
Expenses which are a result of the willful misconduct, bad faith or gross
negligence of such Indemnified Person. The obligations of the Trust Fund to
indemnify the Indemnified Persons as provided herein shall survive the
termination of this Agreement.

         (g) The Delaware Trustee shall not be obligated to give any bond or
other security for the performance of any of its duties hereunder.

         (h) The Delaware Trustee shall be entitled to all of the benefits and
protections provided to the Trustee under this Agreement including all rights to
indemnification. The Trustee shall compensate the Delaware Trustee for its
services hereunder pursuant to separate agreement between such parties.

                                   ARTICLE IX

                              REMIC ADMINISTRATION

         SECTION 9.01. REMIC Administration.

         (a) As set forth in the Preliminary Statement to this Agreement, two
REMIC elections shall be made by the Trustee on Form 1066 or other appropriate
federal tax or information return for the taxable year ending on the last day of
the calendar year in which the Certificates are issued. The regular interests in
each REMIC and the related residual interest shall be as designated in the
Preliminary Statement. Following the Closing Date, the Trustee shall apply to
the IRS for an employer identification number for each REMIC created hereunder
by means of a Form SS-4 or other acceptable method.

         (b) The Closing Date is hereby designated as the "Startup Day" of each
REMIC created hereunder within the meaning of section 86OG(a)(9) of the Code.

         (c) Except as provided in subsection (d) of this Section 9.01, the
Seller shall pay any and all tax related expenses (not including taxes) of each
REMIC created hereunder, including but not limited to any professional fees or
expenses related to audits or any administrative or judicial proceedings with
respect to such REMIC that involve the Internal Revenue Service or state tax
authorities, but only to the extent that (i) such expenses are ordinary or
routine expenses, including expenses of a routine audit but not expenses of
litigation (except as described in (ii)); or (ii) such expenses or liabilities
(including taxes and penalties) are attributable to the negligence or willful
misconduct of the Trustee in fulfilling its duties hereunder (including its

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duties as tax return preparer). The Trustee shall be entitled to reimbursement
of expenses referred to in clause (i) above from the Distribution Account.

         (d) The Trustee shall prepare, sign and file, all of the federal and
state tax and information returns of each REMIC created hereunder (collectively,
the "TAX RETURNS") as the direct representative. The expenses of preparing and
filing such Tax Returns shall be borne by the Trustee. Notwithstanding the
foregoing, the Trustee shall have no obligation to prepare, file or otherwise
deal with partnership tax information or returns. In the event that partnership
tax information or returns are required by the Internal Revenue Service, the
Seller, at its own cost and expense, will prepare and file all necessary
returns.

         (e) The Trustee shall perform on behalf of each REMIC created hereunder
all reporting and other tax compliance duties that are the responsibility of
each such REMIC under the Code, the REMIC Provisions or other compliance
guidance issued by the Internal Revenue Service or any state or local taxing
authority. Among its other duties, if required by the Code, the REMIC Provisions
or other such guidance, the Trustee, shall provide (i) to the Treasury or other
governmental authority such information as is necessary for the application of
any tax relating to the Transfer of the Class A-R Certificate or the Class LTA-R
Certificate to any disqualified organization and (ii) to the Certificateholders
such information or reports as are required by the Code or REMIC Provisions.

         (f) The Trustee (to the extent that the affairs of the REMICs are
within its control and the scope of its specific responsibilities under the
Agreement) and the Holders of Certificates shall take any action or cause any
REMIC created hereunder to take any action necessary to create or maintain the
status of each REMIC created hereunder as a REMIC under the REMIC Provisions and
shall assist each other as necessary to create or maintain such status. Neither
the Trustee nor the Holder a Residual Certificate shall take any action, cause
any REMIC created hereunder to take any action or fail to take (or fail to cause
to be taken) any action that, under the REMIC Provisions, if taken or not taken,
as the case may be, could (i) endanger the status of any REMIC created hereunder
as a REMIC or (ii) result in the imposition of a tax upon any REMIC created
hereunder (including but not limited to the tax on prohibited transactions as
defined in Code Section 860F(a)(2) and the tax on prohibited contributions set
forth on Section 860G(d) of the Code) (either such event, an "ADVERSE REMIC
EVENT") unless the Trustee has received an Opinion of Counsel (at the expense of
the party seeking to take such action) to the effect that the contemplated
action will not endanger such status or result in the imposition of such a tax.
In addition, prior to taking any action with respect to any REMIC created
hereunder or the assets therein, or causing any such REMIC to take any action
which is not expressly permitted under the terms of this Agreement, any Holder
of the Class A-R Certificate and any holder of the Class LTA-R Certificate will
consult with the Trustee or its designees, in writing, with respect to whether
such action could cause an Adverse REMIC Event to occur with respect to any such
REMIC, and no such Person shall take any such action or cause any REMIC created
hereunder to take any such action as to which the Trustee has advised it in
writing that an Adverse REMIC Event could occur. Should the Trustee choose to
consult tax counsel as permitted under Section 8.02(a)(ii) in advising any
Holder of the Class A-R Certificate and any holder of the Class LTA-R
Certificate that a proposed action may result in an Adverse REMIC Event, fees
and expenses related to such consultation with tax counsel shall be paid from
the Distribution Account.

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

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

         (i) No additional contributions of assets shall be made to any REMIC
created hereunder, except as expressly provided in this Agreement with respect
to eligible substitute mortgage loans.

         (j) The Trustee shall not enter into any arrangement by which any REMIC
created hereunder will receive a fee or other compensation for services.

         SECTION 9.02. Prohibited Transactions and Activities.

         Neither the Depositor nor the Trustee shall sell, dispose of, or
substitute for any of the Mortgage Loans, except in a disposition pursuant to
(i) the foreclosure of a Mortgage Loan, (ii) the bankruptcy of the Trust Fund,
(iii) the termination of any REMIC created hereunder pursuant to Article X of
this Agreement, (iv) a substitution pursuant to Article II hereof or (v) a
repurchase of Mortgage Loans as contemplated hereunder, nor acquire any assets
for any REMIC created hereunder, nor sell or dispose of any investments in the
Distribution Account for gain, nor accept any contributions to any REMIC created
hereunder after the Closing Date, unless it has received an Opinion of Counsel
(at the expense of the party causing such sale, disposition, or substitution)
that such disposition, acquisition, substitution, or acceptance will not (a)
affect adversely the status of any REMIC created hereunder as a REMIC or of the
interests therein other than the Class A-R Certificate as the "residual
interest" therein, (b) affect the distribution of interest or principal on the
Certificates, (c) result in the encumbrance of the assets transferred or
assigned to the Trust Fund (except pursuant to the provisions of this Agreement)
or (d) cause any REMIC created hereunder to be subject to a tax on prohibited
transactions or prohibited contributions pursuant to the REMIC Provisions.

                                    ARTICLE X

                                   TERMINATION

         SECTION 10.01. Termination.

         (a) The respective obligations and responsibilities of the Seller, the
Depositor, the Master Servicer and the Trustee created hereby (other than the
obligation of the Trustee to make certain payments to Certificateholders after
the final Distribution Date and the obligation of the Master Servicer to send
certain notices as hereinafter set forth) shall terminate upon notice to the
Trustee

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upon the earliest of (i) the Distribution Date on which the Class Certificate
Principal Balance of each Class of Certificates has been reduced to zero, (ii)
the final payment or other liquidation of the last Mortgage Loan, (iii) the
optional purchase of the Mortgage Loans as described in the following paragraph
and (iv) the Latest Possible Maturity Date. Notwithstanding the foregoing, in no
event shall the trust created hereby continue beyond the expiration of 21 years
from the death of the last survivor of the descendants of Joseph P. Kennedy, the
late ambassador of the United States to the Court of St. James's, living on the
date hereof.

         Thornburg (solely in its capacity as a Servicer of the Mortgage Loans)
may, at its option, terminate this Agreement on any Distribution Date on which
the aggregate of the Stated Principal Balances of the Mortgage Loans immediately
after such date is equal to or less than 10% of the Cut-Off Date Aggregate
Principal Balance, by purchasing, on such Distribution Date, all of the
outstanding Mortgage Loans and REO Properties at a price equal to the sum of (i)
the outstanding Stated Principal Balances of the Mortgage Loans (other than in
respect of REO Properties), (ii) the lesser of (x) the appraised value of any
REO Property as determined by the higher of two appraisals completed by two
independent appraisers selected by the Depositor at the expense of the Depositor
and (y) the Principal Balance of each Mortgage Loan related to any REO Property
and (iii) in all cases, accrued and unpaid interest thereon at the Net WAC
through the end of the Due Period preceding the final Distribution Date, plus
unreimbursed Servicing Advances and Advances and any unpaid Master Servicing
Fees and Servicing Fees allocable to such Mortgage Loans and REO Properties,
plus all amounts, if any, then due and owing to the Trustee under this Agreement
(the "TERMINATION PRICE").

         In the event that Thornburg has not exercised its purchase right as
described above, on any Distribution Date on which the aggregate of the Stated
Principal Balances of the Mortgage Loans immediately after such date is less
than or equal to 5% of the Cut-Off Date Aggregate Principal Balance, the Master
Servicer shall have the option to purchase the Mortgage Loans and REO Properties
on such Distribution Date at the Termination Price.

         (b) Notice of any termination pursuant to the second paragraph of
Section 10.01(a), specifying the Distribution Date (which shall be a date that
would otherwise be a Distribution Date) upon which the Certificateholders may
surrender their Certificates to the Trustee for payment of the final
distribution and cancellation, shall be given promptly by the Trustee upon the
Trustee receiving notice of such date from the Master Servicer by letter to the
Certificateholders mailed not earlier than the 10th day and not later than the
19th day of the month of such final distribution specifying (1) the Distribution
Date upon which final distribution of the Certificates will be made upon
presentation and surrender of such Certificates at the office or agency of the
Trustee therein designated, (2) the amount of any such final distribution and
(3) that the Record Date otherwise applicable to such Distribution Date is not
applicable, distributions being made only upon presentation and surrender of the
Certificates at the office or agency of the Trustee therein specified.

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

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<PAGE>

         (d) In the event that all Certificateholders shall not surrender their
Certificates for final payment and cancellation on or before such final
Distribution Date, the Trustee shall promptly following such date cause all
funds in the Distribution Account not distributed in final distribution to
Certificateholders to be withdrawn therefrom and credited to the remaining
Certificateholders by depositing such funds in a separate account for the
benefit of such Certificateholders, and the Trustee shall give a second written
notice to the remaining Certificateholders to surrender their Certificates for
cancellation and receive the final distribution with respect thereto. If within
nine months after the second notice all the Certificates shall not have been
surrendered for cancellation, the Master Servicer shall be entitled to all
unclaimed funds and other assets which remain subject hereto, and the Trustee
upon transfer of such funds shall be discharged of any responsibility for such
funds, and the Certificateholders shall look to the Master Servicer for payment.

         SECTION 10.02. Additional Termination Requirements.

         (a) In the event the purchase option provided in Section 10.01 is
exercised, the Trust shall be terminated in accordance with the following
additional requirements:

              (i) The Trustee shall sell all of the assets of the Trust Fund for
         cash and, within 90 days of such sale, shall distribute to (or credit
         to the account of) the Certificateholders the proceeds of such sale
         together with any cash on hand (less amounts retained to meet claims)
         in complete liquidation of the Trust Fund, the Lower Tier REMIC, and
         the Upper Tier REMIC; and

              (ii) The Trustee shall attach a statement to the final federal
         income tax return for each of the Lower Tier REMIC and the Upper Tier
         REMIC stating that pursuant to Treasury Regulation ss. 1.860F-1, the
         first day of the 90-day liquidation period for each such REMIC was the
         date on which the Trustee sold the assets of the Trust Fund.

         (b) By their acceptance of Certificates, the Holders thereof hereby
agree to appoint the Trustee as their attorney in fact to undertake the
foregoing steps.

                                   ARTICLE XI

                           DISPOSITION OF TRUST ASSETS

         SECTION 11.01. Disposition of Trust Assets. Neither the Trust, nor this
Agreement, may be terminated or voided, or any disposition of the assets of the
Trustee effected, other than in accordance with the terms hereof, except to the
extent that Holders representing no less than the entire beneficial ownership
interest of the Certificates, have so asserted.

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<PAGE>

                                   ARTICLE XII

                            MISCELLANEOUS PROVISIONS

         SECTION 12.01. Amendment.

         This Agreement may be amended from time to time by Seller, the
Depositor, the Master Servicer and the Trustee without the consent of the Loss
Mitigation Advisor except to the extent that the rights or obligations of the
Loss Mitigation Advisor hereunder are directly affected thereby, and without the
consent of the Certificateholders, (i) to cure any ambiguity, (ii) to correct or
supplement any provisions herein which may be defective or inconsistent with any
other provisions herein, (iii) to make any other provisions with respect to
matters or questions arising under this Agreement, which shall not be
inconsistent with the provisions of this Agreement, or (iv) to conform the terms
hereof to the description thereof provided in the Prospectus; provided, however,
that any such action listed in clause (i) through (iii) above shall be deemed
not to adversely affect in any material respect the interests of any
Certificateholder, if evidenced by (i) written notice to the Depositor, the
Seller, the Master Servicer and the Trustee from the Rating Agency that such
action will not result in the reduction or withdrawal of the rating of any
outstanding Class of Certificates with respect to which it is a Rating Agency or
(ii) an Opinion of Counsel stating that such amendment shall not adversely
affect in any material respect the interests of any Certificateholder, is
permitted by the Agreement and all the conditions precedent, if any have been
complied with, delivered to the Master Servicer and the Trustee.

         In addition, this Agreement may be amended from time to time by Seller,
the Depositor, the Master Servicer and the Trustee (but without the consent of
the Loss Mitigation Advisor unless its right are otherwise affected) and with
the consent of the Majority Certificateholders for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
this Agreement or of modifying in any manner the rights of the Holders of
Certificates; provided, however, that no such amendment or waiver shall (x)
reduce in any manner the amount of, or delay the timing of, payments on the
Certificates that are required to be made on any Certificate without the consent
of the Holder of such Certificate, (y) adversely affect in any material respect
the interests of the Holders of any Class of Certificates in a manner other than
as described in clause (x) above, without the consent of the Holders of
Certificates of such Class evidencing at least a 66% Percentage Interest in such
Class, or (z) reduce the percentage of Voting Rights required by clause (y)
above without the consent of the Holders of all Certificates of such Class then
outstanding. Upon approval of an amendment, a copy of such amendment shall be
sent to the Rating Agency.

         Notwithstanding any provision of this Agreement to the contrary, the
Trustee shall not consent to any amendment to this Agreement unless it shall
have first received an Opinion of Counsel, delivered by and at the expense of
the Person seeking such Amendment (unless such Person is the Trustee, in which
case the Trustee shall be entitled to be reimbursed for such expenses by the
Trust pursuant to Section 8.05 hereof), to the effect that such amendment will
not result in the imposition of a tax on any REMIC created hereunder pursuant to
the REMIC Provisions or cause any REMIC created hereunder to fail to qualify as
a REMIC at any time that

                                      112
<PAGE>

any Certificates are outstanding and that the amendment is being made in
accordance with the terms hereof, such amendment is permitted by this Agreement
and all conditions precedent, if any, have been complied with.

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

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

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

         SECTION 12.02. Recordation of Agreement; Counterparts.

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

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

         SECTION 12.03. Limitation on Rights of Certificateholders.

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

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

                                      113
<PAGE>

person by reason of any action taken by the parties to this Agreement pursuant
to any provision hereof.

         No Certificateholder shall have any right by virtue of any provision of
this Agreement to institute any suit, action or proceeding in equity or at law
upon or under or with respect to this Agreement, unless such Holder previously
shall have given to the Trustee a written notice of default and of the
continuance thereof, as hereinbefore provided, and unless also the Holders of
Certificates entitled to at least 25% of the Voting Rights shall have made
written request upon the Trustee to institute such action, suit or proceeding in
its own name as Trustee hereunder and shall have offered to the Trustee such
reasonable indemnity as it may require against the costs, expenses and
liabilities to be incurred therein or thereby, and the Trustee for 15 days after
its receipt of such notice, request and offer of indemnity, shall have neglected
or refused to institute any such action, suit or proceeding. It is understood
and intended, and expressly covenanted by each Certificateholder with every
other Certificateholder and the Trustee, that no one or more Holders of
Certificates shall have any right in any manner whatever by virtue of any
provision of this Agreement to affect, disturb or prejudice the rights of the
Holders of any other of such Certificates, or to obtain or seek to obtain
priority over or preference to any other such Holder, which priority or
preference is not otherwise provided for herein, or to enforce any right under
this Agreement, except in the manner herein provided and for the equal, ratable
and common benefit of all Certificateholders. For the protection and enforcement
of the provisions of this Section 12.03, each and every Certificateholder and
the Trustee shall be entitled to such relief as can be given either at law or in
equity.

         SECTION 12.04. Governing Law; Jurisdiction.

         This Agreement shall be construed in accordance with the laws of the
State of Delaware, and the obligations, rights and remedies of the parties
hereunder shall be determined in accordance with such laws.

         SECTION 12.05. Notices.

         All directions, demands and notices hereunder shall be in writing and
shall be deemed to have been duly given if personally delivered at or mailed by
first class mail, postage prepaid, or by express delivery service, to (a) in the
case of the Seller, to Thornburg Mortgage Home Loans, Inc., 119 East Marcy
Street, Santa Fe, New Mexico 87501, Attention: Deborah Burns (telecopy number
(505) 989-8156), or such other address or telecopy number as may hereafter be
furnished to the Depositor, the Master Servicer, the Loss Mitigation Advisor,
and the Trustee in writing by the Seller, (b) in the case of the Trustee, to
Bankers Trust Company of California, N.A., 1761 East St. Andrew Place, Santa
Ana, CA 92705-4934, Attention: Thornburg 2001-2 (telecopy number (714)
247-6285), with a copy to the Corporate Trust Office or such other address or
telecopy number as may hereafter be furnished to the Depositor, the Master
Servicer, the Loss Mitigation Advisor, and the Seller in writing by the Trustee,
(c) in the case of the Depositor, to Greenwich Capital Acceptance, Inc., 600
Steamboat Road, Greenwich, Connecticut 06830, Attention: Legal (telecopy number
(203) 618-2132), or such other address or telecopy number as may be furnished to
the Seller, the Master Servicer, the Loss Mitigation Advisor, and the Trustee in
writing by the Depositor, (d) in the case of the Master Servicer, to Washington
Mutual

                                      114
<PAGE>

Mortgage Securities Corp., 1201 Third Avenue, WMT 1706, Seattle, Washington
98101, Attention: WMMSC/Thornburg 2001-2 (telecopy number (206) 377-6244), or
such other address or telecopy number as may be furnished to the Depositor, the
Seller, the Loss Mitigation Advisor, and the Trustee in writing by the Master
Servicer, (e) in the case of the Loss Mitigation Advisor, The Murrayhill
Company, 1670 Broadway, Suite 3450, Denver, Colorado 80202, or such other
address or telecopy number as may be furnished to the Depositor, the Seller, the
Master Servicer and the Trustee in writing by the Loss Mitigation Advisor. 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. Notice of any Master Servicer Event of Termination
shall be given by telecopy and by certified mail. Any notice so mailed within
the time prescribed in this Agreement shall be conclusively presumed to have
duly been given when mailed, whether or not the Certificateholder receives such
notice. A copy of any notice required to be telecopied hereunder shall also be
mailed to the appropriate party in the manner set forth above.

         SECTION 12.06. Severability of Provisions.

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

         SECTION 12.07. Article and Section References.

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

         SECTION 12.08. Notice to the Rating Agency.

         (a) The Trustee shall be obligated to use its best reasonable efforts
promptly to provide notice to the Rating Agency with respect to each of the
following of which a Responsible Officer of the Trustee has actual knowledge:

              (i) any material change or amendment to this Agreement;

              (ii) the occurrence of any Master Servicer Event of Termination
         that has not been cured or waived;

              (iii) the resignation or termination of the Master Servicer or the
         Trustee;

              (iv) the final payment to Holders of the Certificates of any
         Class;

              (v) any change in the location of any Account; and

              (vi) if the Trustee is acting as a successor Master Servicer
         pursuant to Section 7.02 hereof, any event that would result in the
         inability of the Trustee to make Advances.

                                      115
<PAGE>

         (b) In addition, the Trustee shall promptly furnish to the Rating
Agency copies of each Statement to Certificateholders described in Section 4.04
hereof; and

              (i) the Master Servicer shall promptly furnish to the Rating
         Agency copies of the following:

                   (A) each annual statement as to compliance described in
              Section 3.20 hereof;

                   (B) each annual independent public accountants' servicing
              report described in Section 3.21 hereof; and

                   (C) each notice delivered pursuant to Section 7.01(a) hereof
              which relates to the fact that the Master Servicer has not made an
              Advance.

         SECTION 12.09. Further Assurances.

         Notwithstanding any other provision of this Agreement, neither the
Regular Certificateholders nor the Trustee shall have any obligation to consent
to any amendment or modification of this Agreement unless they have been
provided reasonable security or indemnity against their out-of-pocket expenses
(including reasonable attorneys' fees) to be incurred in connection therewith.

         SECTION 12.10. Benefits of Agreement.

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

         SECTION 12.11. Acts of Certificateholders.

         (a) Any request, demand, authorization, direction, notice, consent,
waiver or other action provided by this Agreement to be given or taken by the
Certificateholders may be embodied in and evidenced by one or more instruments
of substantially similar tenor signed by such Certificateholders in person or by
agent duly appointed in writing, and such action shall become effective when
such instrument or instruments are delivered to the Trustee and the Seller. Such
instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "act" of the Certificateholders
signing such instrument or instruments. Proof of execution of any such
instrument or of a writing appointing any such agent shall be sufficient for any
purpose of this Agreement and conclusive in favor of the Trustee and the Trust,
if made in the manner provided in this Section 12.11.

         (b) The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such
execution or by the certificate of a notary public or other officer authorized
by law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to him the execution thereof.

                                      116
<PAGE>

Whenever such execution is by a signer acting in a capacity other than his or
her individual capacity, such certificate or affidavit shall also constitute
sufficient proof of his authority.

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

                                      117
<PAGE>

         IN WITNESS WHEREOF, the parties hereto 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.

                                       GREENWICH CAPITAL ACCEPTANCE, INC.,
                                         as Depositor

                                       By: /s/ Prue Larocca
                                           ----------------------------------
                                           Name:  Prue Larocca
                                           Title: Senior Vice President

                                       THORNBURG MORTGAGE HOME LOANS, INC.,
                                         as Seller

                                       By: /s/ Deborah J. Burns
                                           ----------------------------------
                                           Name:  Deborah J. Burns
                                           Title: Vice President

                                       WASHINGTON MUTUAL MORTGAGE SECURITIES
                                         CORP., as Master Servicer

                                       By: /s/ Michael A. Aaknes
                                           ----------------------------------
                                           Name:  Michael A. Aaknes
                                           Title: Vice President

                                       THE MURRAYHILL COMPANY, as Loss
                                         Mitigation Advisor

                                       By: /s/ Ann F. Gibbons
                                           ----------------------------------
                                           Name:  Ann F. Gibbons
                                           Title: Chief Operating Officer

<PAGE>

                                       BANKERS TRUST (Delaware),
                                         as Delaware Trustee

                                       By: /s/ Elizabeth B. Ferry
                                           ----------------------------------
                                           Name:  Elizabeth B. Ferry
                                           Title: Assistant Vice President

                                       BANKERS TRUST COMPANY OF CALIFORNIA,
                                         N.A., as Trustee and Custodian

                                       By: /s/ Ronaldo Reyes
                                           ----------------------------------
                                           Name:  Ronaldo Reyes
                                           Title: Associate

<PAGE>

Solely for the purposes of Section 10.01,
accepted and agreed to by:


THORNBURG MORTGAGE HOME LOANS, INC.,
as a Servicer


By: /s/ Deborah J. Burns
    ----------------------------------
    Name:  Deborah J. Burns
    Title: Vice President

<PAGE>

STATE OF CONNECTICUT    )
                        ) ss.:
COUNTY OF Fairfield     )

         On the 10th day of December 2001, before me, a notary public in and for
said State, personally appeared Prue Larocca known to me to be a SV President of
Greenwich Capital Acceptance, Inc., a Delaware corporation 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.

                                       /s/ Deborah McMahon
                                       ------------------------------
                                       Notary Public

<PAGE>

STATE OF NEW MEXICO     )
                        ) ss.:
COUNTY OF SANTA FE      )

         On the 13the day of December 2001, before me, a notary public in and
for said State, personally appeared Deborah J. Burns known to me to be a Vice
President of Thornburg Mortgage Home Loans, Inc., a Delaware corporation 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.

                                       /s/ Susan S. Williams
                                       ------------------------------
                                       Notary Public

                                       My Commission Expires:  August 9, 2004

<PAGE>

                         ACKNOWLEDGEMENT OF CORPORATION

STATE OF WASHINGTON     )
                        ) SS.:
COUNTY OF KING          )


         I certify that I know or have satisfactory evidence that Michael A.
Aaknes is the person who appeared before me, and said person acknowledged that
he signed this instrument, on oath stated that. he was authorized to execute the
instrument and acknowledged it as the Vice President of WASHINGTON MUTUAL
MORTGAGE SECURITIES CORP., to be the free and voluntary act of such party for
the uses and purposes mentioned therein.

         Dated this 19th day of December, 2001.

                                       /s/ Ellen E. Butler
                                       ------------------------------
                                       Notary Public in and for the State of
                                       Washington, residing at Seattle.
                                       My Commission expires:  4-1-2003.

<PAGE>

STATE OF COLORADO       )
                        ) ss.:
COUNTY OF DENVER        )

         On the 11th day of December 2001, before me, a notary public in and for
said State, personally appeared Ann F. Gibbons known to me to be a COO of The
Murrayhill Company, a Colorado corporation 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.

                                       /s/ Vicki Hedrick
                                       ------------------------------
                                       Notary Public

                                       Comm. Exp. 6/7/03

<PAGE>

STATE OF                )
                        ) ss.:
COUNTY OF               )

         On the 10th day of December 2001, before me, a notary public in and for
said State, personally appeared Elizabeth Ferry known to me to be a Asst. V.P.
of Bankers Trust Company of California, N.A., a national banking association
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.

                                       /s/ Loretta K. Reynolds
                                       ------------------------------
                                       Notary Public

                                       State of Delaware

                                       My Commission Expires Feb. 1, 2003

<PAGE>

STATE OF California     )
                        ) ss.:
COUNTY OF Orange        )

         On the 11th day of December 2001, before me, a notary public in and for
said State, personally appeared Ronaldo Reyes known to me to be a Associate of
Bankers Trust (Delaware), 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.

                                       /s/ Helen Wei
                                       ------------------------------
                                       Notary Public
                                       Commission #1299817
                                       My Commission Expires Apr 6, 2005


<PAGE>

                                    EXHIBIT A

                           FORM OF SENIOR CERTIFICATE

                               CLASS A 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 IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT", AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").

Certificate No.:                                     [        ]

Cut-Off Date:                                        December 1, 2001

First Distribution Date:                             January 25, 2002

Initial Certificate Principal
Balance of this Certificate
("Denomination"):                                    $[       ]

Original Class Certificate
Principal Balance of this
Class:                                               $[       ]

Percentage Interest:                                 [        ]%

Pass-Through Rate:                                   Weighted Average

CUSIP:                                               [        ]

Class:                                               A

Assumed Final Distribution Date:                     [        ]

                                      A-1
<PAGE>

                   Thornburg Mortgage Securities Trust 2001-2,
                    Mortgage Loan Pass-Through Certificates,
                                  Series 2001-2
                                     Class A

         evidencing the Percentage Interest in the distributions allocable to
         the Certificates of the above-referenced Class with respect to the
         Trust consisting primarily of hybrid and adjustable rate, first lien
         mortgage loans (the "Mortgage Loans") purchased from others by

                GREENWICH CAPITAL ACCEPTANCE, INC., as Depositor.

         Principal in respect of this Certificate is distributable monthly as
set forth herein. Accordingly, the Certificate Principal Balance of this
Certificate at any time may be less than the Initial Certificate Principal
Balance set forth on the face hereof, as described herein. This Certificate does
not evidence an obligation of, or an interest in, and is not guaranteed by the
Depositor, the Seller, the Master Servicer, the Delaware Trustee or the Trustee
referred to below or any of their respective affiliates.

         This certifies that CEDE & CO. is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
Denomination of this Certificate by the Original Class Certificate Principal
Balance) in certain monthly distributions with respect to a Trust consisting
primarily of the Mortgage Loans deposited by Greenwich Capital Acceptance, Inc.
(the "Depositor"). The Trust was created pursuant to a Pooling and Servicing
Agreement dated as of December 1, 2001 (the "Agreement") among the Depositor,
Thornburg Mortgage Home Loans, Inc. ("TMHL"), as seller (the "Seller"),
Washington Mutual Mortgage Securities Corp., as master servicer (the "Master
Servicer"), The Murrayhill Company, as loss mitigation advisor, Bankers Trust
(Delaware), as Delaware trustee (the "Delaware Trustee") and Bankers Trust
Company of California, N.A., as trustee (the "Trustee"). To the extent not
defined herein, the capitalized terms used herein have the meanings assigned in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.

         Reference is hereby made to the further provisions of this Certificate
set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.

         This Certificate shall not be entitled to any benefit under the
Agreement or be valid for any purpose unless manually countersigned by an
authorized signatory of the Trustee.

                                       A-2
<PAGE>

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

Dated:  December ___, 2001

                                  THORNBURG MORTGAGE SECURITIES TRUST 2001-2

                                  By: BANKERS TRUST COMPANY OF CALIFORNIA, N.A.,
                                      not in its individual capacity,
                                      but solely as Trustee



                                  By
                                     -------------------------------------------

This is one of the Certificates
referenced in the within-mentioned Agreement

By
   -------------------------------------------
   Authorized Signatory of
   Bankers Trust Company of California, N.A.,
   as Trustee

                                      A-3
<PAGE>

                                   EXHIBIT B-1

                          FORM OF CLASS A-R CERTIFICATE

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT", AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").

NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE
PROPOSED TRANSFEREE DELIVERS TO THE TRUSTEE A TRANSFER AFFIDAVIT IN ACCORDANCE
WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.

NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE
TRANSFEREE DELIVERS TO THE TRUSTEE EITHER (A) A REPRESENTATION LETTER TO THE
EFFECT THAT SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR A PLAN
OR ARRANGEMENT SUBJECT TO SECTION 4975 OF THE CODE OR A PERSON ACTING ON BEHALF
OF ANY SUCH PLAN OR ARRANGEMENT OR USING PLAN ASSETS OF ANY SUCH PLAN OR
ARRANGEMENT TO EFFECT THE TRANSFER, OR (B) A REPRESENTATION THAT THE PURCHASER
IS AN INSURANCE COMPANY PURCHASING THIS CERTIFICATE WITH FUNDS CONTAINED IN AN
"INSURANCE COMPANY GENERAL ACCOUNT" AS DEFINE IN SECTION V(e) OF PROHIBITED
TRANSACTION CLASS EXEMPTION 95-60 ("PTCE 95-60") AND THAT THE PURCHASE AND
HOLDING OF THIS CERTIFICATE ARE COVERED UNDER SECTIONS I AND III OF PTCE-95-60,
OR (C) AN OPINION OF COUNSEL IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT
REFERRED TO HEREIN. NOTWITHSTANDING ANYTHING ELSE TO THE CONTRARY HEREIN, ANY
PURPORTED TRANSFER OF THIS CERTIFICATE TO OR ON BEHALF OF AN EMPLOYEE BENEFIT
PLAN SUBJECT TO ERISA OR TO THE CODE WITHOUT THE OPINION OF COUNSEL SATISFACTORY
TO THE TRUSTEE AS DESCRIBED ABOVE SHALL BE VOID AND OF NO EFFECT.

Certificate No.:                      1

Cut-Off Date:                         December 1, 2001

First Distribution Date:              January 25, 2002

Initial Certificate Principal
Balance of this Certificate:          $100

Original Class Certificate
Principal Balance of this
Class:                                $100

                                      B-1-1
<PAGE>

Percentage Interest:                  100%

Pass-Through Rate:                    Weighted Average

CUSIP:                                [        ]

Class:                                A-R

Assumed Final Distribution Date:      [        ]

                                     B-1-2
<PAGE>

                   Thornburg Mortgage Securities Trust 2001-2
                    Mortgage Loan Pass-Through Certificates,
                                  Series 2001-2
                                    Class A-R

         evidencing the Percentage Interest in the distributions allocable to
         the Certificates of the above-referenced Class with respect to the
         Trust consisting primarily of hybrid and adjustable rate, first lien
         mortgage loans (the "Mortgage Loans") purchased from others by

                GREENWICH CAPITAL ACCEPTANCE, INC., as Depositor.

         This Certificate does not evidence an obligation of, or an interest in,
and is not guaranteed by the Depositor, the Seller, the Master Servicer, the
Delaware Trustee or the Trustee referred to below or any of their respective
affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or
insured by any governmental agency or instrumentality.

         This certifies that _________________________ is the registered owner
of the Percentage Interest evidenced by this Certificate specified above in the
interest represented by all Certificates of the Class to which this Certificate
belongs in a Trust consisting primarily of the Mortgage Loans deposited by
Greenwich Capital Acceptance, Inc. (the "Depositor"). The Trust was created
pursuant to a Pooling and Servicing Agreement dated as of December 1, 2001 (the
"Agreement") among the Depositor, Thornburg Mortgage Home Loans, Inc. ("TMHL"),
as seller (the "Seller"), Washington Mutual Mortgage Securities Corp., as master
servicer (the "Master Servicer"), The Murrayhill Company, as loss mitigation
advisor, Bankers Trust (Delaware), as Delaware trustee (the "Delaware Trustee")
and Bankers Trust Company of California, N.A., as trustee (the "Trustee"). To
the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.

         Any distribution of the proceeds of any remaining assets of the Trust
will be made only upon presentment and surrender of this Certificate at the
Corporate Trust Office or the office or agency maintained by the Trustee.

         No transfer of this Certificate shall be made unless the Trustee shall
have received either (i) a representation letter from the transferee of such
Certificate, acceptable to the Trustee and in substantially the form attached to
the Agreement, to the effect that such transferee is not an employee benefit or
other plan or arrangement subject to Section 406 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"), nor a person acting on
behalf or investing plan assets of any such plan or arrangement, which
representation letter shall not be an expense of the Trustee, or (ii) if the
purchaser is an insurance company, a representation that the purchaser is an
insurance company which is purchasing such Certificate with funds contained in
an "insurance company general account" (as such term is defined in Section V(e)
of Prohibited Transaction Class Exemption 95-60 ("PTCE 95-60")) and that the
purchase and holding of such Certificate

                                     B-1-3
<PAGE>

are covered under Sections I and III of PTCE 95-60, or (iii) an Opinion of
Counsel in accordance with the provisions of the Agreement. Notwithstanding
anything else to the contrary herein, any purported transfer of this Certificate
to or on behalf of an employee benefit plan subject to ERISA or to the Code
without the opinion of counsel satisfactory to the Trustee as described above
shall be void and of no effect.

         Each Holder of this Certificate will be deemed to have agreed to be
bound by the restrictions of the Agreement, including but not limited to the
restrictions that (i) each person holding or acquiring any Ownership Interest in
this Certificate must be a Permitted Transferee, (ii) no Ownership Interest in
this Certificate may be transferred without delivery to the Trustee of (a) a
transfer affidavit of the proposed transferee and (b) a transfer certificate of
the transferor, each of such documents to be in the form described in the
Agreement, (iii) each person holding or acquiring any Ownership Interest in this
Certificate must agree to require a transfer affidavit and to deliver a transfer
certificate to the Trustee as required pursuant to the Agreement, (iv) each
person holding or acquiring an Ownership Interest in this Certificate must agree
not to transfer an Ownership Interest in this Certificate if it has actual
knowledge that the proposed transferee is not a Permitted Transferee and (v) any
attempted or purported transfer of any Ownership Interest in this Certificate in
violation of such restrictions will be absolutely null and void and will vest no
rights in the purported transferee. The Trustee will provide the Internal
Revenue Service and any pertinent persons with the information needed to compute
the tax imposed under the applicable tax laws on transfers of residual interests
to disqualified organizations, if any person other than a Permitted Transferee
acquires an Ownership Interest on a Class A-R Certificate in violation of the
restrictions mentioned above.

         Reference is hereby made to the further provisions of this Certificate
set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.

         This Certificate shall not be entitled to any benefit under the
Agreement or be valid for any purpose unless manually countersigned by an
authorized officer of the Trustee.

                                     B-1-4
<PAGE>

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

Dated:  December ___, 2001

                                  THORNBURG MORTGAGE SECURITIES TRUST 2001-2

                                  By: BANKERS TRUST COMPANY OF CALIFORNIA, N.A.,
                                      not in its individual capacity,
                                      but solely as Trustee

                                  By
                                      -----------------------------------------



This is the A-R Certificate
referenced in the within-mentioned Agreement

By
   -----------------------------------------
   Authorized Signatory of
   Bankers Trust Company of California, N.A.,
   as Trustee

                                     B-1-5
<PAGE>

                                   EXHIBIT B-2

                         FORM OF CLASS LTA-R CERTIFICATE

NEITHER THIS CERTIFICATE NOR ANY INTEREST IN THIS CERTIFICATE MAY BE OWNED BY A
NON-U.S. PERSON.

THIS CERTIFICATE DOES NOT ACCRUE INTEREST AND IS NOT ENTITLED TO ANY
DISTRIBUTIONS OF INTEREST.

THIS CERTIFICATE IS ENTITLED SOLELY TO DISTRIBUTIONS OF RESIDUAL FUNDS, AS
DESCRIBED IN THE AGREEMENT (AS DEFINED HEREIN) AND TO ANY REMAINING AMOUNTS IN
THE LOWER TIER REMIC AFTER THE LOWER TIER REMIC REGULAR INTERESTS HAVE BEEN PAID
IN FULL.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT", AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").

NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE
TRANSFEREE DELIVERS TO THE TRUSTEE EITHER (A) A REPRESENTATION LETTER TO THE
EFFECT THAT SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR A PLAN
OR ARRANGEMENT SUBJECT TO SECTION 4975 OF THE CODE OR A PERSON ACTING ON BEHALF
OF ANY SUCH PLAN OR ARRANGEMENT OR USING PLAN ASSETS OF ANY SUCH PLAN OR
ARRANGEMENT TO EFFECT THE TRANSFER, OR (B) AN OPINION OF COUNSEL IN ACCORDANCE
WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN. NOTWITHSTANDING
ANYTHING ELSE TO THE CONTRARY HEREIN, ANY PURPORTED TRANSFER OF THIS CERTIFICATE
TO OR ON BEHALF OF AN EMPLOYEE BENEFIT PLAN SUBJECT TO ERISA OR TO THE CODE
WITHOUT THE OPINION OF COUNSEL SATISFACTORY TO THE TRUSTEE AS DESCRIBED ABOVE
SHALL BE VOID AND OF NO EFFECT.

Certificate No.:                       1

Cut-Off Date:                          December 1, 2001

First Distribution Date:               January 25, 2002

Percentage Interest:                   100%

Class:                                 LTA-R

Assumed Final Distribution Date:       [        ]

                                     B-2-1
<PAGE>

                   Thornburg Mortgage Securities Trust 2001-2
                    Mortgage Loan Pass-Through Certificates,
                                  Series 2001-2
                                   Class LTA-R

         evidencing the Percentage Interest in the distributions allocable to
         the Certificates of the above-referenced Class with respect to the
         Trust consisting primarily of hybrid and adjustable rate, first lien
         mortgage loans (the "Mortgage Loans") purchased from others by

                GREENWICH CAPITAL ACCEPTANCE, INC., as Depositor.

         This Certificate does not evidence an obligation of, or an interest in,
and is not guaranteed by the Depositor, the Seller, the Master Servicer, the
Delaware Trustee or the Trustee referred to below or any of their respective
affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or
insured by any governmental agency or instrumentality.

         This certifies that __________________________ is the registered owner
of the Percentage Interest evidenced by this Certificate specified above in the
interest represented by all Certificates of the Class to which this Certificate
belongs in a Trust consisting primarily of the Mortgage Loans deposited by
Greenwich Capital Acceptance, Inc. (the "Depositor"). The Trust was created
pursuant to a Pooling and Servicing Agreement dated as of December 1, 2001 (the
"Agreement") among the Depositor, Thornburg Mortgage Home Loans, Inc. ("TMHL"),
as seller (the "Seller"), Washington Mutual Mortgage Securities Corp., as master
servicer (the "Master Servicer"), The Murrayhill Company, as loss mitigation
advisor, Bankers Trust (Delaware), as Delaware trustee (the "Delaware Trustee")
and Bankers Trust Company of California, N.A., as trustee (the "Trustee"). To
the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.

         Any distribution of the proceeds of any remaining assets of the Trust
will be made only upon presentment and surrender of this Certificate at the
Corporate Trust Office or the office or agency maintained by the Trustee.

         No transfer of this Certificate shall be made unless the Trustee shall
have received either (i) a representation letter from the transferee of such
Certificate, acceptable to the Trustee and in substantially the form attached to
the Agreement, to the effect that such transferee is not an employee benefit or
other plan or arrangement subject to Section 406 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"), nor a person acting on
behalf or investing plan assets of any such plan or arrangement, which
representation letter shall not be an expense of the Trustee, or (ii) an Opinion
of Counsel in accordance with the provisions of the Agreement. Notwithstanding
anything else to the contrary herein, any purported transfer of this Certificate
to or on behalf of an employee benefit plan subject to ERISA or to the Code
without the opinion of counsel satisfactory to the Trustee as described above
shall be void and of no effect.

                                     B-2-2
<PAGE>

         Each Holder of this Certificate will be deemed to have agreed to be
bound by the restrictions of the Agreement, including but not limited to the
restrictions that (i) each person holding or acquiring any Ownership Interest in
this Certificate must be a Permitted Transferee, (ii) no Ownership Interest in
this Certificate may be transferred without delivery to the Trustee of (a) a
transfer affidavit of the proposed transferee and (b) a transfer certificate of
the transferor, each of such documents to be in the form described in the
Agreement, (iii) each person holding or acquiring any Ownership Interest in this
Certificate must agree to require a transfer affidavit and to deliver a transfer
certificate to the Trustee as required pursuant to the Agreement, (iv) each
person holding or acquiring an Ownership Interest in this Certificate must agree
not to transfer an Ownership Interest in this Certificate if it has actual
knowledge that the proposed transferee is not a Permitted Transferee and (v) any
attempted or purported transfer of any Ownership Interest in this Certificate in
violation of such restrictions will be absolutely null and void and will vest no
rights in the purported transferee. The Trustee will provide the Internal
Revenue Service and any pertinent persons with the information needed to compute
the tax imposed under the applicable tax laws on transfers of residual interests
to disqualified organizations, if any person other than a Permitted Transferee
acquires an Ownership Interest on a Class A-R Certificate in violation of the
restrictions mentioned above.

         Reference is hereby made to the further provisions of this Certificate
set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.

         This Certificate shall not be entitled to any benefit under the
Agreement or be valid for any purpose unless manually countersigned by an
authorized officer of the Trustee.

                                     B-2-3
<PAGE>

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

Dated:  December ___, 2001

                                  THORNBURG MORTGAGE SECURITIES TRUST 2001-2

                                  By: BANKERS TRUST COMPANY OF CALIFORNIA, N.A.,
                                      not in its individual capacity,
                                      but solely as Trustee



                                  By
                                     ----------------------------------------



This is the LTA-R Certificate
referenced in the within-mentioned Agreement



By
   ----------------------------------------
   Authorized Signatory of
   Bankers Trust Company of California, N.A.,
   as Trustee

                                     B-2-4
<PAGE>

                                    EXHIBIT C

                         FORM OF SUBORDINATE CERTIFICATE

                             CLASS B-[ ] 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 IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] [APPLICABLE TO CLASS B-1, CLASS B-2
AND CLASS B-3 CERTIFICATES ONLY; DELETE FOR CLASS B-4, CLASS B-5 AND CLASS B-6
CERTIFICATES]

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT", AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").

[NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED (A) UNLESS
such transfer is made in reliance upon Rule 144A OF THE SECURITIES ACT OF 1933,
AS AMENDED (as evidenced by the investment letter delivered to the Trustee, in
substantially the form attached to the Pooling and Servicing Agreement AND, IF
SO REQUIRED BY the Trustee and the Depositor, a written Opinion of Counsel
(which may be in-house counsel) acceptable to and in form and substance
reasonably satisfactory to the Trustee and the Depositor, that such transfer may
be made pursuant to an exemption, describing the applicable exemption and the
basis therefor, from the 1933 Act or is being made pursuant to the 1933 Act,
which Opinion of Counsel shall not be an expense of the Trustee or the
Depositor) or (B) the transferor SHALL HAVE executeD a transferor certificate
(in substantially the form attached to the Pooling and Servicing Agreement) and
the transferee SHALL HAVE executeD an investment letter (in substantially the
form attached to the Pooling and Servicing Agreement) acceptable to and in form
and substance reasonably satisfactory to the Depositor and the Trustee
certifying to the Depositor and the Trustee the facts surrounding such transfer,
which investment letter shall not be an expense of the Trustee or the
Depositor.] [APPLICABLE TO CLASS B-4, CLASS B-5 AND CLASS B-6 CERTIFICATES ONLY;
DELETE FOR CLASS B-1, CLASS B-2 AND CLASS B-3 CERTIFICATES]

                                      C-1
<PAGE>

[NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE
TRANSFEREE DELIVERS TO THE TRUSTEE EITHER (A) A REPRESENTATION LETTER TO THE
EFFECT THAT SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR A PLAN
OR ARRANGEMENT SUBJECT TO SECTION 4975 OF THE CODE OR A PERSON ACTING ON BEHALF
OF ANY SUCH PLAN OR ARRANGEMENT OR USING PLAN ASSETS OF ANY SUCH PLAN OR
ARRANGEMENT TO EFFECT THE TRANSFER, OR (B) A REPRESENTATION THAT THE PURCHASER
IS AN INSURANCE COMPANY PURCHASING THIS CERTIFICATE WITH FUNDS CONTAINED IN AN
"INSURANCE COMPANY GENERAL ACCOUNT" AS DEFINED IN SECTION V(e) OF PROHIBITED
TRANSACTION CLASS EXEMPTION ("PTCE") 95-60 AND THAT THE PURCHASE AND HOLDING OF
THIS CERTIFICATE ARE COVERED UNDER SECTIONS I AND III OF PTCE 95-60, OR (C) AN
OPINION OF COUNSEL IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT REFERRED
TO HEREIN. NOTWITHSTANDING ANYTHING ELSE TO THE CONTRARY HEREIN, ANY PURPORTED
TRANSFER OF THIS CERTIFICATE TO OR ON BEHALF OF AN EMPLOYEE BENEFIT PLAN SUBJECT
TO ERISA OR TO THE CODE WITHOUT THE OPINION OF COUNSEL SATISFACTORY TO THE
TRUSTEE AS DESCRIBED ABOVE SHALL BE VOID AND OF NO EFFECT.] [APPLICABLE TO CLASS
B-3, CLASS B-4, CLASS B-5 AND CLASS B-6 CERTIFICATES ONLY; DELETE FOR CLASS B-1
AND CLASS B-2 CERTIFICATES]

THIS CERTIFICATE IS SUBORDINATE IN RIGHT AND PAYMENT AS DESCRIBED IN THE
AGREEMENT REFERRED TO HEREIN.

Certificate No.:                                     [        ]

Cut-Off Date:                                        December 1, 2001

First Distribution Date:                             January 25, 2002

Initial Certificate Principal
Balance of this Certificate
("Denomination"):                                    $[       ]

Original Class Certificate
Principal Balance of this
Class:                                               $[       ]

Percentage Interest:                                 [        ]%

Pass-Through Rate:                                   Weighted Average

CUSIP:                                               [        ]

Class:                                               [        ]

Assumed Final Distribution Date:                     [        ]

                                      C-2
<PAGE>

                   Thornburg Mortgage Securities Trust 2001-2,
                    Mortgage Loan Pass-Through Certificates,
                                  Series 2001-2
                                   Class B-[ ]

         evidencing the Percentage Interest in the distributions allocable to
         the Certificates of the above-referenced Class with respect to the
         Trust consisting primarily of hybrid and adjustable rate, first lien
         mortgage loans (the "Mortgage Loans") purchased from others by

                GREENWICH CAPITAL ACCEPTANCE INC., as Depositor.

         Principal in respect of this Certificate is distributable monthly as
set forth herein. Accordingly, the Certificate Principal Balance of this
Certificate at any time may be less than the Initial Certificate Principal
Balance set forth on the face hereof, as described herein. This Certificate does
not evidence an obligation of, or an interest in, and is not guaranteed by the
Depositor, the Seller, the Master Servicer, the Delaware Trustee or the Trustee
referred to below or any of their respective affiliates.

         This certifies that [CEDE & CO.] [APPLICABLE TO CLASS B-1, B-2 AND B-3
CERTIFICATES ONLY] [_________________________] [APPLICABLE TO CLASS B-4, B-5 AND
B-6 CERTIFICATES ONLY]is the registered owner of the Percentage Interest
evidenced by this Certificate (obtained by dividing the Denomination of this
Certificate by the Original Class Certificate Principal Balance) in certain
monthly distributions with respect to a Trust consisting primarily of the
Mortgage Loans deposited by Greenwich Capital Acceptance, Inc. (the
"Depositor"). The Trust was created pursuant to a Pooling and Servicing
Agreement dated as of December 1, 2001 (the "Agreement") among the Depositor,
Thornburg Mortgage Home Loans, Inc. ("TMHL"), as seller (the "Seller"),
Washington Mutual Mortgage Securities Corp., as master servicer (the "Master
Servicer"), The Murrayhill Company, as loss mitigation advisor, Bankers Trust
(Delaware), as Delaware trustee (the "Delaware Trustee") and Bankers Trust
Company of California, N.A., as trustee (the "Trustee"). To the extent not
defined herein, the capitalized terms used herein have the meanings assigned in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.

         [No transfer of this Certificate shall be made unless such disposition
is exempt from the registration requirements of the Securities Act of 1933, as
amended (the "1933 Act"), and any applicable state securities laws or is made in
accordance with the 1933 Act and such laws. In the event of any such transfer,
(i) unless such transfer is made in reliance upon Rule 144A (as evidenced by the
investment letter delivered to the Trustee, in substantially the form attached
to the Pooling and Servicing Agreement, the Trustee and the Depositor shall
require a written Opinion of Counsel (which may be in-house counsel) acceptable
to and in form and substance reasonably satisfactory to the Trustee and the
Depositor that such transfer may be made pursuant to an exemption, describing
the applicable exemption and the basis therefor, from the 1933 Act or is being
made pursuant to the 1933 Act, which Opinion of Counsel shall not be an expense
of the Trustee or the Depositor or (ii) the Trustee shall require the transferor
to execute a transferor

                                      C-3
<PAGE>

certificate (in substantially the form attached to the Pooling and Servicing
Agreement) and the transferee to execute an investment letter (in substantially
the form attached to the Pooling and Servicing Agreement) acceptable to and in
form and substance reasonably satisfactory to the Depositor and the Trustee
certifying to the Depositor and the Trustee the facts surrounding such transfer,
which investment letter shall not be an expense of the Trustee or the
Depositor.] [APPLICABLE TO CLASS B-4, CLASS B-5 AND CLASS B-6 CERTIFICATES ONLY;
DELETE FOR CLASS B-1, CLASS B-2 AND CLASS B-3 CERTIFICATES]

         [No transfer of this Certificate shall be made unless the Trustee shall
have received either (i) a representation letter from the transferee of such
Certificate, acceptable to the Trustee and in substantially the form attached to
the Agreement, to the effect that such transferee is not an employee benefit or
other plan or arrangement subject to Section 406 of the Employee Retirement
Income Security Act of 1974, as amended ("ERISA") or Section 4975 of the
Internal Revenue Code of 1986 (the "Code"), nor a person acting on behalf of or
investing plan assets of any such plan or arrangement, which representation
letter shall not be an expense of the Trustee, or (ii) if the purchaser is an
insurance company, a representation that the purchaser is an insurance company
which is purchasing such Certificate with funds contained in an "insurance
company general account" (as such term is defined in Section V(e) of Prohibited
Transaction Class Exemption 95-60 ("PTCE 95-60")) and that the purchase and
holding of such Certificate are covered under Sections I and III of PTCE 95-60
or (iii) an Opinion of Counsel in accordance with the provisions of the
Agreement. Notwithstanding anything else to the contrary herein, any purported
transfer of this Certificate to or on behalf of an employee benefit plan subject
to ERISA or to the Code without the opinion of counsel satisfactory to the
Trustee as described above shall be void and of no effect.] [APPLICABLE TO CLASS
B-3, CLASS B-4, CLASS B-5 AND CLASS B-6 CERTIFICATES ONLY; DELETE FOR CLASS B-1
AND CLASS B-2]

         Reference is hereby made to the further provisions of this Certificate
set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.

         This Certificate shall not be entitled to any benefit under the
Agreement or be valid for any purpose unless manually countersigned by an
authorized signatory of the Trustee.

                                      C-4
<PAGE>

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

Dated:  December ___, 2001

                                  THORNBURG MORTGAGE SECURITIES TRUST 2001-2

                                  By: BANKERS TRUST COMPANY OF CALIFORNIA, N.A.,
                                      not in its individual capacity,
                                      but solely as Trustee



                                  By
                                     ----------------------------------------



This is one of the Certificates
referenced in the within-mentioned Agreement



By
    ----------------------------------------
    Authorized Signatory of
    Bankers Trust Company of California, N.A.,
    as Trustee

                                      C-5
<PAGE>

                                    EXHIBIT D

                                   [RESERVED]























                                      D-1
<PAGE>


                                    EXHIBIT E

                       FORM OF REVERSE OF THE CERTIFICATES

                   THORNBURG MORTGAGE SECURITIES TRUST 2001-2
             Mortgage Loan Pass-Through Certificates, Series 2001-2
                               Reverse Certificate

         This Certificate is one of a duly authorized issue of Certificates
designated as Thornburg Mortgage Securities Trust 2001-2, Mortgage Loan
Pass-Through Certificates, Series 2001-2 (herein collectively called the
"Certificates"), and representing a beneficial ownership interest in the Trust
created by the Agreement.

         The Certificateholder, by its acceptance of this Certificate, agrees
that it will look solely to the funds on deposit in the Distribution Account for
payment hereunder and that the Trustee is not liable to the Certificateholders
for any amount payable under this Certificate or the Agreement or, except as
expressly provided in the Agreement, subject to any liability under the
Agreement.

         This Certificate does not purport to summarize the Agreement and
reference is made to the Agreement for the interests, rights and limitations of
rights, benefits, obligations and duties evidenced thereby, and the rights,
duties and immunities of the Trustee.

         Pursuant to the terms of the Agreement, a distribution will be made on
the first Business Day after the Master Servicer Remittance Date (the
"Distribution Date"), commencing on the first Distribution Date specified on the
face hereof, to the Person in whose name this Certificate is registered at the
close of business on the applicable Record Date in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the amount
required to be distributed to Holders of Certificates of the Class to which this
Certificate belongs on such Distribution Date pursuant to the Agreement.

         Distributions on this Certificate shall be made, (i) in the case of a
Physical Certificate, by check or money order mailed to the address of the
person entitled thereto as it appears on the Certificate Register or, upon the
request of a Certificateholder, by wire transfer as set forth in the Agreement
and (ii) in the case of a Book-Entry Certificate, to the Depository, which shall
credit the amounts of such distributions to the accounts of its Depository
Participants in accordance with its normal procedures. The final distribution on
each Certificate will be made in like manner, but only upon presentment and
surrender of such Certificate at the office or agency of the Trustee specified
in the notice to Certificateholders of such final distribution.

         The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Trustee and the rights of the Certificateholders under the Agreement at any
time, by the Depositor, the Seller, the Master Servicer, the Trustee and Holders
of the requisite percentage of the Percentage Interests of each Class of
Certificates affected by such amendment, as specified in the Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange therefor or in lieu
hereof whether or not notation of such consent is made upon

                                      E-1
<PAGE>

this Certificate. The Agreement also permits the amendment thereof, in certain
limited circumstances, without the consent of the Holders of any of the
Certificates.

         As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register of the Trustee upon surrender of this Certificate for registration of
transfer at the office or agency maintained by the Trustee accompanied by a
written instrument of transfer in form satisfactory to the Trustee and the
Certificate Registrar duly executed by the holder hereof or such holder's
attorney duly authorized in writing, and thereupon one or more new Certificates
of the same Class in authorized denominations and evidencing the same aggregate
Percentage Interest in the Trust will be issued to the designated transferee or
transferees.

         [Subject to the terms of the Agreement, each Class of Book-Entry
Certificates will be registered as being held by the Depository or its nominee
and beneficial interests will be held by Certificate Owners through the
book-entry facilities of the Depository or its nominee in minimum denominations
of $25,000 and integral multiples of $1 in excess thereof.] [APPLICABLE TO
BOOK-ENTRY CERTIFICATES ONLY; DELETE FOR PHYSICAL CERTIFICATES.]

         [The Certificates are issuable only as registered Certificates without
coupons in denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, Certificates are
exchangeable for new Certificates of the same Class in authorized denominations
and evidencing the same aggregate Percentage Interest, as requested by the
Holder surrendering the same.] [APPLICABLE TO PHYSICAL CERTIFICATES ONLY; DELETE
FOR BOOK-ENTRY CERTIFICATES.]

         No service charge will be made for any such registration of transfer or
exchange, but the Trustee may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.

         The Depositor, the Seller, the Master Servicer and the Trustee and any
agent of the Depositor or the Trustee may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and neither the
Depositor, the Trustee nor any such agent shall be affected by any notice to the
contrary.

         On any date on which the aggregate of the Stated Principal Balances of
the Mortgage Loans on such date is equal to or less than 10% of the Cut-Off Date
Aggregate Principal Balance, Thornburg Mortgage Home Loans, Inc., in its
capacity as a Servicer (hereinafter "TMHL"), may purchase, on the related
Distribution Date, all of the outstanding Mortgage Loans and REO Properties at a
price equal to the sum of (i) the outstanding Stated Principal Balances of the
Mortgage Loans (other than in respect of REO Properties), (ii) the lesser of (x)
the appraised value of any REO Property as determined by the higher of two
appraisals completed by two independent appraisers selected by the Depositor at
the expense of the Depositor and (y) the Stated Principal Balance of each
Mortgage Loan related to any REO Property and (iii) in all cases, accrued and
unpaid interest thereon at the Net WAC through the end of the Due Period
preceding the final Distribution Date, plus unreimbursed Servicing Advances and
Advances and any unpaid Master Servicing Fees and Servicing Fees allocable to
such Mortgage Loans and REO Properties, plus all amounts, if any, then due and
owing to the

                                      E-2
<PAGE>

Trustee under the Agreement (the "Termination Price"). In the event that TMHL
does not exercise its purchase right as described above, on any date on which
the aggregate of the Stated Principal Balance of the Mortgage Loans is less than
or equal to 5% of the Cut-Off Date Aggregate Principal Balance, the Master
Servicer may purchase, on the related Distribution Date, all of the outstanding
Mortgage Loans and REO Properties at the Termination Price. In the event that
neither TMHL nor the Master Purchaser exercises its right of optional
termination, the obligations and responsibilities created by the Agreement will
terminate upon notice to the Trustee upon the earliest of (i) the Distribution
Date on which the Class Certificate Principal Balance of each Class of
Certificates has been reduced to zero, (ii) the final payment or other
liquidation of the last Mortgage Loan and (iii) the Latest Possible Maturity
Date. In no event, however, will the trust created by the Agreement continue
beyond the expiration of 21 years from the death of the last survivor of the
descendants living at the date of the Agreement of a certain person named in the
Agreement.

         Capitalized terms used herein that are defined in the Agreement shall
have the meanings ascribed to them in the Agreement, and nothing herein shall be
deemed inconsistent with that meaning.

                                      E-3
<PAGE>

         ASSIGNMENT


         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto

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

--------------------------------------------------------------------------------
              (Please print or typewrite name and address including
                          postal zip code of assignee)

the Percentage Interest evidenced by the within Certificate and hereby
authorizes the transfer of registration of such Percentage Interest to assignee
on the Certificate Register of the Trust.

         I (We) further direct the Trustee to issue a new Certificate of a like
denomination and Class, to the above named assignee and deliver such Certificate
to the following address:
                                                                               .
-------------------------------------------------------------------------------

Dated:
      --------------------------


                                       -----------------------------------------
                                       Signature by or on behalf of assignor

                                      E-4
<PAGE>

                            DISTRIBUTION INSTRUCTIONS

         The assignee should include the following for purposes of distribution:

         Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to_______________________________________________for
the account of_______________________________________________________________,
account number _____________________________________, or, if mailed by check, to
________________________________________________________________________________
Applicable statements should be mailed to ______________________________________
_______________________________________________________________________________.

         This information is provided by ______________________________________,
the assignee named above, or __________________________________________________,
as its agent.

                                       E-5
<PAGE>

                                    EXHIBIT F

                               REQUEST FOR RELEASE


                                                    ------------------------
                                                              Date


[Addressed to Trustee
or, if applicable, custodian]



In connection with the administration of the mortgages held by you as Trustee
under a certain Pooling and Servicing Agreement dated as of December 1, 2001
among Greenwich Capital Acceptance, Inc., as Depositor, Thornburg Mortgage Home
Loans, Inc., as Seller, Washington Mutual Mortgage Securities Corp., as Master
Servicer, The Murrayhill Company, as Loss Mitigation Advisor, Bankers Trust
(Delaware), as Delaware Trustee and you, as Trustee and Custodian (the "Pooling
and Servicing Agreement"), the undersigned [Master Servicer] [Servicer] hereby
requests a release of the Mortgage File held by you as Trustee with respect to
the following described Mortgage Loan for the reason indicated below.

         Mortgagor's Name:

         Address:

         Loan No.:

         Reason for requesting file:

         1. Mortgage Loan paid in full. (The [Master Servicer] [Servicer] hereby
certifies that all amounts received in connection with the loan have been or
will be credited to the Collection Account or the Distribution Account
(whichever is applicable) pursuant to the Pooling and Servicing Agreement.)

         2. The Mortgage Loan is being foreclosed.

         3. Mortgage Loan substituted. (The [Master Servicer] [Servicer] hereby
certifies that a Qualified Substitute Mortgage Loan has been assigned and
delivered to you along with the related Mortgage File pursuant to the Pooling
and Servicing Agreement.)

         4. Mortgage Loan repurchased. (The [Master Servicer] [Servicer] hereby
certifies that the Purchase Price has been credited to the Collection Account or
the Distribution Account (whichever is applicable) pursuant to the Pooling and
Servicing Agreement.)

         5. Other. (Describe)

                                      F-1
<PAGE>

The undersigned acknowledges that the above Mortgage File will be held by the
undersigned in accordance with the provisions of the Pooling and Servicing
Agreement and will be returned to you within ten (10) days of our receipt of the
Mortgage File, except if the Mortgage Loan has been paid in full, or repurchased
or substituted for a Qualified Substitute Mortgage Loan (in which case the
Mortgage File will be retained by us without obligation to return to you).

Capitalized terms used herein shall have the meanings ascribed to them in the
Pooling and Servicing Agreement.

                                       --------------------------------------
                                       [Name of [Master Servicer] [Servicer]]



                                       By:
                                          -----------------------------------
                                          Name:
                                          Title: Servicing Officer

                                       F-2
<PAGE>

                                   EXHIBIT G-1

                    FORM OF INITIAL CERTIFICATION OF TRUSTEE

                        INITIAL CERTIFICATION OF TRUSTEE

                                                                          [date]


Greenwich Capital Acceptance, Inc.
600 Steamboat Road
Greenwich, Connecticut 06830

Thornburg Mortgage Home Loans, Inc.
119 East Marcy Street
Santa Fe, New Mexico 87501

Washington Mutual Mortgage Securities Corp.
1201 Third Avenue, WMT 170
Seattle, Washington 98101
Attention: WMMSC/Thornburg 2001-2

        Re:     Pooling and Servicing Agreement among Greenwich Capital
                Acceptance, Inc., as Depositor, Thornburg Mortgage Home Loans,
                Inc., as Seller, Washington Mutual Mortgage Securities Corp., as
                Master Servicer, The Murrayhill Company, as Loss Mitigation
                Advisor, Bankers Trust (Delaware), as Delaware Trustee and
                Bankers Trust Company of California, N.A., as Trustee, Thornburg
                Mortgage Loan Pass-Through Certificates, Series 2001-2

Ladies and Gentlemen:

         In accordance with Section 2.02 of the above-captioned Pooling and
Servicing Agreement (the "Pooling and Servicing Agreement"), the undersigned, as
Trustee, hereby certifies that, as to each Mortgage Loan listed in the Mortgage
Loan Schedule (other than any Mortgage Loan paid in full or listed on the
attached schedule) it has received:

         (i)      all documents required to be delivered to the Trustee pursuant
                  to Section 2.01 of the Pooling and Servicing Agreement are in
                  its possession;

         (ii)     such documents have been reviewed by the Trustee and have not
                  been mutilated, damaged or torn and relate to such Mortgage
                  Loan; and

         (iii)    based on the Trustee's examination and only as to the
                  foregoing, the information set forth in the Mortgage Loan
                  Schedule that corresponds to items (i), (ii), (iii), (xiii),

                                     G-1-1
<PAGE>

                  (xiv) and (xviii) of the Mortgage Loan Schedule accurately
                  reflects information set forth in the Mortgage File

         Based on its review and examination and only as to the foregoing
documents, such documents appear regular on their face and related to such
Mortgage Loan.

         The Trustee has made no independent examination of any documents
contained in each Mortgage File beyond the review specifically required in the
Pooling and Servicing Agreement. 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 of any of the Mortgage Loans
identified on the Mortgage Loan Schedule, or (ii) the collectibility,
insurability, effectiveness or suitability of any such Mortgage Loan.

         Capitalized words and phrases used herein shall have the respective
meanings assigned to them in the Pooling and Servicing Agreement.


                                       BANKERS TRUST COMPANY OF
                                       CALIFORNIA, N.A., as Trustee

                                       By:___________________________________

                                          Name:______________________________

                                          Title:_____________________________

                                      G-1-2
<PAGE>

                                   EXHIBIT G-2

                     FORM OF FINAL CERTIFICATION OF TRUSTEE

                         FINAL CERTIFICATION OF TRUSTEE

                                                                          [date]


Greenwich Capital Acceptance, Inc.
600 Steamboat Road
Greenwich, Connecticut 06830

Thornburg Mortgage Home Loans, Inc.
119 East Marcy Street
Santa Fe, New Mexico 87501

Washington Mutual Mortgage Securities Corp.
1201 Third Avenue, WMT 170
Seattle, Washington 98101
Attention: WMMSC/Thornburg 2001-2

        Re:     Pooling and Servicing Agreement among Greenwich Capital
                Acceptance, Inc., as Depositor, Thornburg Mortgage Home Loans,
                Inc., as Seller, Washington Mutual Mortgage Securities Corp., as
                Master Servicer, The Murrayhill Company, as Loss Mitigation
                Advisor, Bankers Trust (Delaware), as Delaware Trustee and
                Bankers Trust Company of California, N.A., as Trustee, Thornburg
                Mortgage Loan Pass-Through Certificates, Series 2001-2

Ladies and Gentlemen:

         In accordance with Section 2.02 of the above-captioned Pooling and
Servicing Agreement (the "Pooling and Servicing Agreement"), the undersigned, as
Trustee, hereby certifies that as to each Mortgage Loan listed in the Mortgage
Loan Schedule (other than any Mortgage Loan paid in full or listed on the
attached Document Exception Report) it has received:

         (i)    The original Mortgage Note, endorsed either on its face or by
                allonge attached thereto in the following form: "Pay to the
                order of Bankers Trust Company of California, N.A., as Trustee
                under the Pooling and Servicing Agreement, dated as of December
                1, 2001, Thornburg Mortgage Securities Trust 2001-2, Mortgage
                Loan Pass-Through Certificates, Series 2001-2, without
                recourse", or with respect to any lost Mortgage Note, an
                original Lost Note Affidavit stating that the original mortgage
                note was lost, misplaced or destroyed, together with a copy of
                the related mortgage note;

         (ii)   except as provided below, the original Mortgage with evidence of
                recording thereon, and the original recorded power of attorney,
                if the Mortgage was

                                     G-2-1
<PAGE>

                executed pursuant to a power of attorney, with evidence of
                recording thereon or, if such Mortgage or power of attorney has
                been submitted for recording but has not been returned from the
                applicable public recording office, has been lost or is not
                otherwise available, a copy of such Mortgage or power of
                attorney, as the case may be, certified to be a true and
                complete copy of the original submitted for recording;

         (iii)  an original Assignment of Mortgage, in form and substance
                acceptable for recording. The Mortgage shall be assigned to
                "Bankers Trust Company of California, N.A., as Trustee;

         (iv)   an original copy of any intervening Assignment of Mortgage
                showing a complete chain of assignments;

         (v)    the original or a certified copy of lender's title insurance
                policy; and

         (vi)   the original or copies of each assumption, modification, written
                assurance or substitution agreement, if any.

         Based on its review and examination and only as to the foregoing
documents, (a) such documents appear regular on their face and related to such
Mortgage Loan, and (b) the information set forth in items (i), (ii), (iii),
(xiii), (xiv) and (xviii) of the definition of the "Mortgage Loan Schedule" in
Section 1.01 of the Pooling and Servicing Agreement accurately reflects
information set forth in the Mortgage File.

         The Trustee has made no independent examination of any documents
contained in each Mortgage File beyond the review specifically required in the
Pooling and Servicing Agreement. 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 of any of the Mortgage Loans
identified on the Mortgage Loan Schedule, or (ii) the collectibility,
insurability, effectiveness or suitability of any such Mortgage Loan.

         Capitalized words and phrases used herein shall have the respective
meanings assigned to them in the Pooling and Servicing Agreement.

                                       BANKERS TRUST COMPANY OF
                                       CALIFORNIA, N.A., as Trustee

                                       By:___________________________________

                                          Name:______________________________

                                          Title:_____________________________

                                     G-2-2
<PAGE>

                                   EXHIBIT G-3

                        FORM OF RECEIPT OF MORTGAGE NOTE

                            RECEIPT OF MORTGAGE NOTE


Greenwich Capital Acceptance, Inc.
600 Steamboat Road
Greenwich, Connecticut 06830

         Re:    Thornburg Mortgage Securities Trust 2001-2, Mortgage Loan
                Pass-Through Certificates, Series 2001-2


Ladies and Gentlemen:

         Pursuant to Section 2.01 of the Pooling and Servicing Agreement, dated
as of December 1, 2001, among Greenwich Capital Acceptance, Inc., as Depositor,
Thornburg Mortgage Home Loans, Inc., as Seller, Washington Mutual Mortgage
Securities Corp., as Master Servicer, The Murrayhill Company, as Loss Mitigation
Advisor, Bankers Trust (Delaware), as Delaware Trustee and Bankers Trust Company
of California, N.A., as Trustee, we hereby acknowledge the receipt of the
original Mortgage Note with respect to each Mortgage Loan listed on Exhibit 1,
with any exceptions thereto listed on Exhibit 2.


                                       BANKERS TRUST COMPANY OF
                                       CALIFORNIA, N.A., as Trustee

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



Dated:


                                     G-3-1
<PAGE>

                                    EXHIBIT 1

                             MORTGAGE LOAN SCHEDULE














                                      G-3-2
<PAGE>

                                    EXHIBIT 2

                                EXCEPTION REPORT

















                                     G-3-3

<PAGE>

                                    EXHIBIT H

                           FORM OF LOST NOTE AFFIDAVIT

         Personally appeared before me the undersigned authority to administer
oaths, ______________________ who first being duly sworn deposes and says:
Deponent is ______________________ of Thornburg Mortgage Home Loans, Inc. (the
"Seller") and who has personal knowledge of the facts set out in this affidavit.

         On ___________________, _________________________ did execute and
deliver a promissory note in the principal amount of $__________.

         That said note has been misplaced or lost through causes unknown and is
currently lost and unavailable after diligent search has been made. The Seller's
records show that an amount of principal and interest on said note is still
presently outstanding, due, and unpaid, and such Seller is still owner and
holder in due course of said lost note.

         The Seller executes this Affidavit for the purpose of inducing Bankers
Trust Company of California, N.A., as trustee on behalf of Thornburg Mortgage
Securities Trust 2001-2, Mortgage Loan Pass-Through Certificates, Series 2001-2,
to accept the transfer of the above described loan from the Seller.

         The Seller agrees to indemnify Bankers Trust Company of California,
N.A. and Greenwich Capital Acceptance, Inc. and hold them harmless for any
losses incurred by such parties resulting from the fact that the above described
Note has been lost or misplaced.


By:
    ----------------------------------

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


STATE OF                )
                        )   ss:
COUNTY OF               )


On this ____ day of ___________ 20__, before me, a Notary Public, in and for
said County and State, appeared ________________________, who acknowledged the
extension of the foregoing and who, having been duly sworn, states that any
representations therein contained are true.

Witness my hand and Notarial Seal this ____ day of _______ 20__.

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

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

My commission expires _______________.

                                      H-1
<PAGE>

                                   EXHIBIT I-1

                          FORM OF ERISA REPRESENTATION

                                                                          [date]

Greenwich Capital Acceptance, Inc.
600 Steamboat Road
Greenwich, Connecticut  06830

Bankers Trust Company of California, N.A.
1761 E. St. Andrew Place
Santa Ana, California 92705

         Re:      Thornburg Mortgage Securities Trust 2001-2, Mortgage Loan
                  Pass-Through Certificates, Series 2001-2, Class [LTA-R], [A-R]

Ladies and Gentlemen:

         1. The undersigned is the ______________________ of _________________
(the "Transferee"), a [corporation duly organized] and existing under the laws
of __________, on behalf of which she makes this affidavit.

         2. The Transferee either (x) is not an employee benefit plan subject to
Section 406 or Section 407 of the Employee Retirement Income Security Act of
1974, as amended ("ERISA"), or a plan defined in Section 4975 of the Internal
Revenue Code of 1986, as amended (the "Code"), the Trustee of any such plan or a
person acting on behalf of any such plan or using the assets of any such plan;
or (y) shall deliver to the Trustee and the Depositor an opinion of counsel (a
"Benefit Plan Opinion") satisfactory to the Trustee and the Depositor, and upon
which the Trustee and the Depositor shall be entitled to rely, to the effect
that the purchase or holding of such Certificate by the Transferee will not
constitute or result in a prohibited transaction under Section 406 of ERISA or
Section 4975 of the Code, will not result in the assets of the Trust Fund being
deemed to be plan assets and subject to the prohibited transaction provisions of
ERISA or the Code and will not subject the Trustee, the Servicer or the
Depositor to any obligation in addition to those undertaken by such entities in
the Pooling and Servicing Agreement, which opinion of counsel shall not be an
expense of the Trustee or the Depositor.

         3. The Transferee hereby acknowledges that under the terms of the
Pooling and Servicing Agreement dated as of December 1, 2001 (the "Agreement")
among Greenwich Capital Acceptance, Inc., as Depositor, Thornburg Mortgage Home
Loans, Inc., as Seller, Washington Mutual Mortgage Securities Corp., as Master
Servicer, The Murrayhill Company, as Loss Mitigation Advisor, Bankers Trust
(Delaware), as Delaware Trustee and Bankers Trust Company of California, N.A.,
as Trustee, no transfer of the ERISA-Restricted Certificates shall be permitted
to be made to any person unless the Depositor and Trustee have received a
certificate from such transferee in the form hereof.

                                     I-1-1
<PAGE>

         IN WITNESS WHEREOF, the Transferee has executed this certificate.



                                       ---------------------------------
                                       [Transferee]


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

                                     I-1-2
<PAGE>

                                   EXHIBIT I-2

                          FORM OF ERISA REPRESENTATION

                                                                          [date]

Greenwich Capital Acceptance, Inc.
600 Steamboat Road
Greenwich, Connecticut  06830

Bankers Trust Company of California, N.A.
1761 E. St. Andrew Place
Santa Ana, California 92705

         Re:      Thornburg Mortgage Securities Trust 2001-2, Mortgage Loan
                  Pass-Through Certificates, Series 2001-2, Class [B-4], [B-5],
                  [B-6]

Ladies and Gentlemen:

         1. The undersigned is the ______________________ of _________________
(the "Transferee"), a [corporation duly organized] and existing under the laws
of __________, on behalf of which s/he makes this affidavit.

         2. The Transferee either (x)(1) is not an employee benefit plan subject
to Section 406 or Section 407 of the Employee Retirement Income Security Act of
1974, as amended ("ERISA"), or a plan defined in Section 4975 of the Internal
Revenue Code of 1986, as amended (the "Code"), the Trustee of any such plan or a
person acting on behalf of any such plan or using the assets of any such plan or
(2) if the Transferee is an insurance company, such Transferee is purchasing
such Certificates with funds contained in an "Insurance Company General Account"
(as such term is defined in Section V(e) of the Prohibited Transaction Class
Exemption 95-60 ("PTCE 95-60")) and the purchase and holding of such
Certificates are covered under Sections I and III of PTCE 95-60; or (y) shall
deliver to the Trustee and the Depositor an opinion of counsel (a "Benefit Plan
Opinion") satisfactory to the Trustee and the Depositor, and upon which the
Trustee and the Depositor shall be entitled to rely, to the effect that the
purchase or holding of such Certificate by the Transferee will not constitute or
result in a prohibited transaction under Section 406 of ERISA or Section 4975 of
the Code, will not result in the assets of the Trust Fund being deemed to be
plan assets and subject to the prohibited transaction provisions of ERISA or the
Code and will not subject the Trustee, the Servicer or the Depositor to any
obligation in addition to those undertaken by such entities in the Pooling and
Servicing Agreement, which opinion of counsel shall not be an expense of the
Trustee or the Depositor.

         3. The Transferee hereby acknowledges that under the terms of the
Pooling and Servicing Agreement dated as of December 1, 2001 (the "Agreement")
among Greenwich Capital Acceptance, Inc., as Depositor, Thornburg Mortgage Home
Loans, Inc., as Seller, Washington Mutual Mortgage Securities Corp., as Master
Servicer, The Murrayhill Company, as

                                     I-2-1
<PAGE>

Loss Mitigation Advisor, Bankers Trust (Delaware), as Delaware Trustee and
Bankers Trust Company of California, N.A., as Trustee, no transfer of the
ERISA-Restricted Certificates shall be permitted to be made to any person unless
the Depositor and Trustee have received a certificate from such transferee in
the form hereof.

                                     I-2-2
<PAGE>

         IN WITNESS WHEREOF, the Transferee has executed this certificate.

                                       ---------------------------------
                                       [Transferee]


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

                                      I-2-3
<PAGE>

                                   EXHIBIT J-1

                    FORM OF INVESTMENT LETTER [NON-RULE 144A]

                                                                          [date]


Greenwich Capital Acceptance, Inc.
600 Steamboat Road
Greenwich, Connecticut  06830

Bankers Trust Company of California, N.A.
1761 E. St. Andrew Place
Santa Ana, California 92705

         Re:      Thornburg Mortgage Securities Trust 2001-2, Mortgage Loan
                  Pass-Through Certificates, Series 2001-2

Ladies and Gentlemen:

         In connection with our acquisition of the above-captioned Certificates,
we certify that (a) we understand that the Certificates are not being registered
under the Securities Act of 1933, as amended (the "Act"), or any state
securities laws and are being transferred to us in a transaction that is exempt
from the registration requirements of the Act and any such laws, (b) we are an
"accredited investor", as defined in Regulation D under the Act, and have such
knowledge and experience in financial and business matters that we are capable
of evaluating the merits and risks of investments in the Certificates, (c) we
have had the opportunity to ask questions of and receive answers from the
Depositor concerning the purchase of the Certificates and all matters relating
thereto or any additional information deemed necessary to our decision to
purchase the Certificates, (d) we are not an employee benefit plan that is
subject to the Employee Retirement Income Security Act of 1974, as amended, or a
plan that is subject to Section 4975 of the Internal Revenue Code of 1986, as
amended, nor are we acting on behalf of any such plan, (e) we are acquiring the
Certificates for investment for our own account and not with a view to any
distribution of such Certificates (but without prejudice to our right at all
times to sell or otherwise dispose of the Certificates in accordance with clause
(g) below), (f) 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, and (g) we will not sell,
transfer or otherwise dispose of any Certificates unless (1) such sale, transfer
or other disposition is made pursuant to an effective registration statement
under the Act or is exempt from such registration requirements, and if
requested, we will at our expense provide an opinion of counsel satisfactory to
the addressees of this Certificate that such sale, transfer or other disposition
may be made

                                     J-1-1
<PAGE>

pursuant to an exemption from the Act, (2) the purchaser or transferee of such
Certificate has executed and delivered to you a certificate to substantially the
same effect as this certificate, and (3) the purchaser or transferee has
otherwise complied with any conditions for transfer set forth in the Pooling and
Servicing Agreement.

                                       Very truly yours,

                                       [NAME OF TRANSFEREE]


                                       By:
                                          ------------------------------
                                          Authorized Officer

                                     J-1-2

<PAGE>

                                   EXHIBIT J-2

                       FORM OF RULE 144A INVESTMENT LETTER

                                                                          [date]

Greenwich Capital Acceptance, Inc.
600 Steamboat Road
Greenwich, Connecticut  06830

Bankers Trust Company of California, N.A.
1761 E. St. Andrew Place
Santa Ana, California 92705

         Re:      Thornburg Mortgage Securities Trust 2001-2, Mortgage Loan
                  Pass-Through Certificates, Series 2001-2

Ladies and Gentlemen:

         In connection with our acquisition of the above Certificates we certify
that (a) we understand that the Certificates are not being registered under the
Securities Act of 1933, as amended (the "Act"), or any state securities laws and
are being transferred to us in a transaction that is exempt from the
registration requirements of the Act and any such laws, (b) we have had the
opportunity to ask questions of and receive answers from the Depositor
concerning the purchase of the Certificates and all matters relating thereto or
any additional information deemed necessary to our decision to purchase the
Certificates, (c) we are not an employee benefit plan that is subject to the
Employee Retirement Income Security Act of 1974, as amended, or a plan that is
subject to Section 4975 of the Internal Revenue Code of 1986, as amended, nor
are we acting on behalf of any such plan, (d) we have not, nor has anyone acting
on our behalf offered, transferred, pledged, sold or otherwise disposed of the
Certificates, any interest in the Certificates or any other similar security to,
or solicited any offer to buy or accept a transfer, pledge or other disposition
of the Certificates, any interest in the Certificates or any other similar
security from, or otherwise approached or negotiated with respect to the
Certificates, any interest in the Certificates or any other similar security
with, any person in any manner, or made any general solicitation by means of
general advertising or in any other manner, or taken any other action, that
would constitute a distribution of the Certificates under the Securities Act or
that would render the disposition of the Certificates a violation of Section 5
of the Securities Act or require registration pursuant thereto, nor will act,
nor has authorized or will authorize any person to act, in such manner with
respect to the Certificates, (e) we are a "qualified institutional buyer" as
that term is defined in Rule 144A under the Securities Act and have completed
either of the forms of certification to that effect attached hereto as Annex 1
or Annex 2. We are aware that the sale to us is being made in reliance on Rule
144A. We are acquiring the Certificates for our own account or for resale
pursuant to Rule 144A and further, understand that such Certificates may be
resold, pledged or transferred only (i) to a person reasonably believed to be a
qualified

                                     J-2-1
<PAGE>

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 Securities Act.

                                       Very truly yours,

                                       [NAME OF TRANSFEREE]


                                       By:
                                          ----------------------------------
                                          Authorized Officer

                                     J-2-2

<PAGE>

                                                            ANNEX 1 TO EXHIBIT J

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

          [For Transferees Other Than Registered Investment Companies]

         The undersigned (the "Buyer") hereby certifies as follows to the
parties listed in the Rule 144A Transferee Certificate to which this
certification relates with respect to the Certificates described therein:

         i. As indicated below, the undersigned is the President, Chief
Financial Officer, Senior Vice President or other executive officer of the
Buyer.

         ii. In connection with purchases by the Buyer, the Buyer is a
"qualified institutional buyer" as that term is defined in Rule 144A under the
Securities Act of 1933, as amended ("Rule 144A") because (i) the Buyer owned
and/or invested on a discretionary basis $_____(1) in securities (except for the
excluded securities referred to below) as of the end of the Buyer's most recent
fiscal year (such amount being calculated in accordance with Rule 144A and (ii)
the Buyer satisfies the criteria in the category marked below.

         ___ Corporation, etc. The Buyer is a corporation (other than a bank,
         savings and loan association or similar institution), Massachusetts or
         similar business trust, partnership, or charitable organization
         described in Section 501(c)(3) of the Internal Revenue Code of 1986, as
         amended.

         ___ Bank. The Buyer (a) is a national bank or banking institution
         organized under the laws of any State, territory or the District of
         Columbia, the business of which is substantially confined to banking
         and is supervised by the State or territorial banking commission or
         similar official or is a foreign bank or equivalent institution, and
         (b) has an audited net worth of at least $25,000,000 as demonstrated in
         its latest annual financial statements, a copy of which is attached
         hereto.

         ___ Savings and Loan. The Buyer (a) is a savings and loan association,
         building and loan association, cooperative bank, homestead association
         or similar institution, which is supervised and examined by a State or
         Federal authority having supervision over any such institutions or is a
         foreign savings and loan association or equivalent institution and (b)
         has an audited net worth of at least $25,000,000 as demonstrated in its
         latest annual financial statements, a copy of which is attached hereto.

         ___ Broker-dealer. The Buyer is a dealer registered pursuant to Section
         15 of the Securities Exchange Act of 1934.

--------------
(1)   Buyer must own and/or invest on a discretionary basis at least
      $100,000,000 in securities unless Buyer is a dealer, and, in that case,
      Buyer must own and/or invest on a discretionary basis at least $10,000,000
      in securities.

                                     J-2-3
<PAGE>

         ___ Insurance Company. The Buyer is an insurance company whose primary
         and predominant business activity is the writing of insurance or the
         reinsuring of risks underwritten by insurance companies and which is
         subject to supervision by the insurance commissioner or a similar
         official or agency of a State, territory or the District of Columbia.

         ___ State or Local Plan. The Buyer is a plan established and maintained
         by a State, its political subdivisions, or any agency or
         instrumentality of the State or its political subdivisions, for the
         benefit of its employees.

         ___ ERISA Plan. The Buyer is an employee benefit plan within the
         meaning of Title I of the Employee Retirement Income Security Act of
         1974.

         ___ Investment Advisor. The Buyer is an investment advisor registered
         under the Investment Advisors Act of 1940.

         ___ Small Business Investment Company. Buyer is a small business
         investment company licensed by the U.S. Small Business Administration
         under Section 301(c) or (d) of the Small Business Investment Act of
         1958.

         ___ Business Development Company. Buyer is a business development
         company as defined in Section 202(a)(22) of the Investment Advisors Act
         of 1940.

         iii. The term "securities" as used herein does not include (i)
securities of issuers that are affiliated with the Buyer, (ii) securities that
are part of an unsold allotment to or subscription by the Buyer, if the Buyer is
a dealer, (iii) securities issued or guaranteed by the U.S. or any
instrumentality thereof, (iv) bank deposit notes and certificates of deposit,
(v) loan participations, (vi) repurchase agreements, (vii) securities owned but
subject to a repurchase agreement and (viii) currency, interest rate and
commodity swaps.

         iv. For purposes of determining the aggregate amount of securities
owned and/or invested on a discretionary basis by the Buyer, the Buyer used the
cost of such securities to the Buyer and did not include any of the securities
referred to in the preceding paragraph, except (i) where the Buyer reports its
securities holdings in its financial statements on the basis of their market
value, and (ii) no current information with respect to the cost of those
securities has been published. If clause (ii) in the preceding sentence applies,
the securities may be valued at market. Further, in determining such aggregate
amount, the Buyer may have included securities owned by subsidiaries of the
Buyer, but only if such subsidiaries are consolidated with the Buyer in its
financial statements prepared in accordance with generally accepted accounting
principles and if the investments of such subsidiaries are managed under the
Buyer's direction. However, such securities were not included if the Buyer is a
majority-owned, consolidated subsidiary of another enterprise and the Buyer is
not itself a reporting company under the Securities Exchange Act of 1934, as
amended.

         v. 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.

         vi. Until the date of purchase of the Rule 144A Securities, the Buyer
will notify each of the parties to which this certification is made of any
changes in the information

                                     J-2-4
<PAGE>

and conclusions herein. Until such notice is given, the Buyer's purchase of the
Certificates will constitute a reaffirmation of this certification as of the
date of such purchase. In addition, if the Buyer is a bank or savings and loan
is provided above, the Buyer agrees that it will furnish to such parties updated
annual financial statements promptly after they become available.


                                       -----------------------------------
                                               Print Name of Buyer


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

                                       Date:
                                            ------------------------------


                                     J-2-5
<PAGE>

                                                            ANNEX 2 TO EXHIBIT J

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

           [For Transferees That are Registered Investment Companies]

         The undersigned (the "Buyer") hereby certifies as follows to the
parties listed in the Rule 144A Transferee Certificate to which this
certification relates with respect to the Certificates described therein:

         1. As indicated below, the undersigned is the President, Chief
Financial Officer or Senior Vice President of the Buyer or, if the Buyer is a
"qualified institutional buyer" as that term is defined in Rule 144A under the
Securities Act of 1933, as amended ("Rule 144A") because Buyer is part of a
Family of Investment Companies (as defined below), is such an officer of the
Adviser.

         2. In connection with purchases by Buyer, the Buyer is a "qualified
institutional buyer" as defined in SEC Rule 144A because (i) the Buyer is an
investment company registered under the Investment Company Act of 1940, as
amended and (ii) as marked below, the Buyer alone, or the Buyer's Family of
Investment Companies, owned at least $100,000,000 in securities (other than the
excluded securities referred to below) as of the end of the Buyer's most recent
fiscal year. For purposes of determining the amount of securities owned by the
Buyer or the Buyer's Family of Investment Companies, the cost of such securities
was used, except (i) where the Buyer or the Buyer's Family of Investment
Companies reports its securities holdings in its financial statements on the
basis of their market value, and (ii) no current information with respect to the
cost of those securities has been published. If clause (ii) in the preceding
sentence applies, the securities may be valued at market.

         ___ The Buyer owned $ in securities (other than the excluded securities
         referred to below) as of the end of the Buyer's most recent fiscal year
         (such amount being calculated in accordance with Rule 144A).

         ___ The Buyer is part of a Family of Investment Companies which owned
         in the aggregate $ in securities (other than the excluded securities
         referred to below) as of the end of the Buyer's most recent fiscal year
         (such amount being calculated in accordance with Rule 144A).

         3. The term "Family of Investment Companies" as used herein means two
or more registered investment companies (or series thereof) that have the same
investment adviser or investment advisers that are affiliated (by virtue of
being majority owned subsidiaries of the same parent or because one investment
adviser is a majority owned subsidiary of the other).

         4. The term "securities" as used herein does not include (i) securities
of issuers that are affiliated with the Buyer or are part of the Buyer's Family
of Investment Companies, (ii) securities issued or guaranteed by the U.S. or any
instrumentality thereof, (iii) bank deposit notes and certificates of deposit,
(iv) loan participations, (v) repurchase agreements, (vi) securities owned but
subject to a repurchase agreement and (vii) currency, interest rate and
commodity swaps.

                                     J-2-6
<PAGE>

         5. The Buyer is familiar with Rule 144A and understands that the
parties listed in the Rule 144A Transferee Certificate to which this
certification relates are relying and will continue to rely on the statements
made herein because one or more sales to the Buyer will be in reliance on Rule
144A. In addition, the Buyer will only purchase for the Buyer's own account.

         6. Until the date of purchase of the Certificates, the undersigned will
notify the parties listed in the Rule 144A Transferee Certificate to which this
certification relates of any changes in the information and conclusions herein.
Until such notice is given, the Buyer's purchase of the Certificates will
constitute a reaffirmation of this certification by the undersigned as of the
date of such purchase.

                                       -----------------------------------------
                                       Print Name of Buyer or Adviser


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

                                       IF AN ADVISER:



                                       -----------------------------------------
                                       Print Name of Buyer


                                       Date:
                                            ------------------------------------

                                     J-2-7
<PAGE>

                                    EXHIBIT K

                         FORM OF TRANSFEROR CERTIFICATE

                                                                          [date]

Greenwich Capital Acceptance, Inc.
600 Steamboat Road
Greenwich, Connecticut  06830

Bankers Trust Company of California, N.A.
1761 E. St. Andrews Place
Santa Ana, California 92705

         Re:     Thornburg Mortgage Securities Trust 2001-2,
                 Mortgage Loan Pass-Through Certificates, Series 2001-2

Ladies and Gentlemen:

         In connection with our disposition of the above Certificates we certify
that (a) we have not offered or sold any Certificates to, or solicited offers to
buy any Certificates from, any person, or otherwise approached or negotiated
with any person with respect thereto, in a manner that would be deemed, or taken
any other action which would result in, a violation of Section 5 of the Act, (b)
to the extent we are disposing of a Class [A-R] [LTA-R] Certificate, we have no
knowledge the Transferee is not a Permitted Transferee and (c) no purpose of the
proposed disposition of a Class [A-R] [LTA-R] Certificate is to impede the
assessment or collection of tax.

                                       Very truly yours,


                                       [---------------------]


                                       By:
                                          ------------------------------

                                       K-1
<PAGE>

                                    EXHIBIT L

          AFFIDAVIT OF TRANSFER OF CLASS [[A-R]] [[LTA-R]] CERTIFICATE
                           PURSUANT TO SECTION 5.02(d)

                   THORNBURG MORTGAGE SECURITIES TRUST 2001-2,
             MORTGAGE LOAN PASS-THROUGH CERTIFICATES, SERIES 2001-2


STATE OF                )
                        )   ss:
COUNTY OF               )

The undersigned, being first duly sworn, deposes and says as follows:

1.       The undersigned is an officer of ______________________, the proposed
         Transferee of a 100% Ownership Interest in the Class [A-R] [LTA-R]
         Certificate (the "Certificate") issued pursuant to the Pooling and
         Servicing Agreement, (the "Agreement"), dated as of December 1, 2001,
         relating to the above-referenced Certificates, among Greenwich Capital
         Acceptance, Inc., as Depositor, Thornburg Mortgage Home Loans, Inc., as
         Seller, Washington Mutual Mortgage Securities Corp., as Master
         Servicer, The Murrayhill Company, as Loss Mitigation Advisor, Bankers
         Trust (Delaware), as Delaware Trustee and Bankers Trust Company of
         California, N.A., as Trustee. Capitalized terms used, but not defined
         herein or in Exhibit 1 hereto, shall have the meanings ascribed to such
         terms in the Agreement. The Transferee has authorized the undersigned
         to make this affidavit on behalf of the Transferee.

2.       The Transferee is, as of the date hereof, and will be, as of the date
         of the Transfer, a Permitted Transferee. The Transferee is acquiring
         its Ownership Interest for its own account.

3.       The Transferee has been advised of, and understands that (i) a tax will
         be imposed on Transfers of the Certificate to Persons that are not
         Permitted Transferees; (ii) such tax will be imposed on the transferor,
         or, if such Transfer is through an agent (which includes a broker,
         nominee or middleman) for a Person that is not a Permitted Transferee,
         on the agent; and (iii) the Person otherwise liable for the tax shall
         be relieved of liability for the tax if the subsequent Transferee
         furnished to such Person an affidavit that such subsequent Transferee
         is a Permitted Transferee and, at the time of Transfer, such Person
         does not have actual knowledge that the affidavit is false. The
         Transferee has provided financial statements or other financial
         information requested by the Transferor in connection with the transfer
         of the Certificate to permit the Transferor to assess the financial
         capability of the Transferee to pay such taxes.

4.       The Transferee has been advised of, and understands that a tax will be
         imposed on a "pass-through entity" holding the Certificate if at any
         time during the taxable year of the pass-through entity a Person that
         is not a Permitted Transferee is the record holder of an interest in
         such entity. The Transferee understands that such tax will not be
         imposed for any period with respect to which the record holder
         furnishes to the pass-through entity an affidavit that such record
         holder is a Permitted Transferee and the pass-through entity does not
         have actual knowledge that such affidavit is false. (For this purpose,
         a "pass-

                                      L-1
<PAGE>

         through entity" includes a regulated investment company, a real estate
         investment trust or common trust fund, a partnership, trust or estate,
         and certain cooperatives and, except as may be provided in Treasury
         Regulations, persons holding interests in pass-through entities as a
         nominee for another Person.)

5.       The Transferee has reviewed the provisions of Section 5.02(d) of the
         Agreement (attached hereto as Exhibit 2 and incorporated herein by
         reference) and understands the legal consequences of the acquisition of
         an Ownership Interest in the Certificate including, without limitation,
         the restrictions on subsequent Transfers and the provisions regarding
         voiding the Transfer and mandatory sales. The Transferee expressly
         agrees to be bound by and to abide by the provisions of Section 5.02(d)
         of the Agreement and the restrictions noted on the face of the
         Certificate. The Transferee understands and agrees that any breach of
         any of the representations included herein shall render the Transfer to
         the Transferee contemplated hereby null and void.

6.       The Transferee agrees to require a Transfer Affidavit from any Person
         to whom the Transferee attempts to Transfer its Ownership Interest in
         the Certificate, and in connection with any Transfer by a Person for
         whom the Transferee is acting as nominee, trustee or agent, and the
         Transferee will not Transfer its Ownership Interest or cause any
         Ownership Interest to be Transferred to any Person that the Transferee
         knows is not a Permitted Transferee. In connection with any such
         Transfer by the Transferee, the Transferee agrees to deliver to the
         Trustee a certificate substantially in the form set forth as Exhibit L
         to the Agreement (a "Transferor Certificate") to the effect that such
         Transferee has no actual knowledge that the Person to which the
         Transfer is to be made is not a Permitted Transferee.

7.       The Transferee does not have the intention to impede the assessment or
         collection of any tax legally required to be paid with respect to the
         Certificate.

8.       The Transferee's taxpayer identification number is             .
                                                            ------------

9.       The Transferee is a U.S. Person as defined in Code Section 7701(a)(30).

10.      The Transferee is aware that the Certificate may be a "noneconomic
         residual interest" within the meaning of proposed Treasury regulations
         promulgated pursuant to the Code and that the transferor of a
         noneconomic residual interest will remain liable for any taxes due with
         respect to the income on such residual interest, unless no significant
         purpose of the transfer was to impede the assessment or collection of
         tax.

11.      The Transferee either (x) is not an employee benefit plan that is
         subject to ERISA or a plan that is subject to Section 4975 of the Code,
         nor is the Transferee acting on behalf of or investing plan assets of
         such a plan, or (y) if the Transferee is an insurance company, such
         Transferee is purchasing such Certificates with funds contained in an
         "Insurance Company General Account" (as such term is defined in Section
         V(e) of PTCE 95-60) and the purchase and holding of such Certificates
         are covered under Sections I and III of PTCE 95-60.

                                      L-2
<PAGE>

IN WITNESS WHEREOF, the Transferee has caused this instrument to be executed on
its behalf, pursuant to authority of its Board of Directors, by its duly
authorized officer and its corporate seal to be hereunto affixed, duly attested,
this ___ day of ___________________, 20__.

                                       [NAME OF TRANSFEREE]


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

[Corporate Seal]

ATTEST:

[Assistant] Secretary

Personally appeared before me the above-named ______, known or proved to me to
be the same person who executed the foregoing instrument and to be the of the
Transferee, and acknowledged that he executed the same as his free act and deed
and the free act and deed of the Transferee.

Subscribed and sworn before me this __ day of __________, 20__.

                                       ------------------------------------
                                       NOTARY PUBLIC


                                       My Commission expires the ____ day of
                                       ____________, 20__.

                                      L-3

<PAGE>

                                                          EXHIBIT 1 to EXHIBIT L

                               Certain Definitions

"Disqualified Organization": A "disqualified organization" under Section 860E of
the Code, which as of the Closing Date is any of:

         (1) 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,

         (2) 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,

         (3) any organization described in Section 1381(a)(2)(C) of the Code,

         (4) an "electing large partnership" within the meaning of Section 775
         of the Code or

         (5) any other Person so designated by the Trustee based upon an Opinion
         of Counsel provided to the Trustee by nationally recognized counsel
         acceptable to the Trustee that the holding of an ownership interest in
         the Class [A-R] [LTA-R] Certificate by such Person may cause the Trust
         Fund or any Person having an ownership interest in any Class of
         Certificates (other than such Person) to incur liability for any
         federal tax imposed under the Code that would not otherwise be imposed
         but for the transfer of an ownership interest in the Class [A-R]
         [LTA-R] Certificate to such Person.

A corporation will 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, a majority of its board of directors is not selected by a
governmental unit. The term "United States", "state" and "international
organizations" shall have the meanings set forth in Section 7701 of the Code.

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

"Permitted Transferee": Any Transferee of the Class [A-R] [LTA-R] Certificate
(other than a Disqualified Organization or a non-U.S. Person) that is an
"Eligible Corporation," as such term is defined in Section 860L(a)(2) of the
Code, and has assets with a fair market value of at least $100 million
(excluding from consideration obligations of related persons and any asset if a
principal purpose for acquiring such asset was to permit the Purchaser to meet
this $100 million asset test) or is a "United States person" (as defined in the
Internal Revenue Code of 1986) and that, if for Federal income tax purposes it
is treated as a division or partnership, all of its members are United States
persons, and, if any member is a partnership or division for U.S. tax purposes,
that this representation applies to all such members.

                                      L-4
<PAGE>

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

"Transfer": Any direct or indirect transfer or sale of any Ownership Interest in
the Class [A-R] [LTA-R] Certificate.

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

                                      L-5
<PAGE>

                                                          EXHIBIT 2 to EXHIBIT L

                    Sections 5.02(d) and (e) of the Agreement

         (d) No transfer, sale, pledge or other disposition of any Private
Certificate shall be made unless such disposition is exempt from the
registration requirements of the 1933 Act, and any applicable state securities
laws or is made in accordance with the 1933 Act and laws. In the event of any
such transfer, (i) unless such transfer is made in reliance upon Rule 144A (as
evidenced by the investment letter delivered to the Trustee, in substantially
the form attached hereto as Exhibit J under the 1933 Act and, if so required by
the Trustee and the Depositor, a written Opinion of Counsel (which may be
in-house counsel) acceptable to and in form and substance reasonably
satisfactory to the Trustee and the Depositor is delivered to the Trustee and
Depositor that such transfer may be made pursuant to an exemption, describing
the applicable exemption and the basis therefor, from the 1933 Act or is being
made pursuant to the 1933 Act, which Opinion of Counsel shall not be an expense
of the Trustee or the Depositor) or (ii) the Trustee shall require the
transferor to execute a transferor certificate and the transferee to execute an
investment letter acceptable to and in form and substance reasonably
satisfactory to the Depositor and the Trustee certifying to the Depositor and
the Trustee the facts surrounding such transfer, which investment letter shall
not be an expense of the Trustee or the Depositor. Each Holder of a Private
Certificate desiring to effect such transfer shall, and does hereby agree to,
indemnify the Trustee, the Seller and the Depositor against any liability that
may result if the transfer is not so exempt or is not made in accordance with
such federal and state laws.

         No transfer of an ERISA-Restricted Certificate that is also a Physical
Certificate shall be made unless the Trustee shall have received either (i) a
representation from the transferee of such Certificate, acceptable to and in
form and substance satisfactory to the Trustee and the Depositor (such
requirement is satisfied only by the Trustee's receipt of a representation
letter from the transferee substantially in the form of Exhibit I hereto), to
the effect that such transferee is not an employee benefit plan subject to
Section 406 of ERISA or a plan or arrangement subject to Section 4975 of the
Code, nor a person acting on behalf of any such plan or arrangement nor using
the assets of any such plan or arrangement to effect such transfer or (ii)
except in the case of a Class LTA-R Certificate, if the purchaser is an
insurance company, a representation that the purchaser is an insurance company
which is purchasing such Certificates with funds contained in an "insurance
company general account" (as such term is defined in Section V(e) of Prohibited
Transaction Class Exemption 95-60 ("PTCE 95-60") and that the purchase and
holding of such Certificates are covered under Sections I and III of PTCE 95-60
or (iii) an Opinion of Counsel satisfactory to the Trustee, which Opinion of
Counsel shall not be an expense of either the Trustee or the Trust, addressed to
the Trustee, to the effect that the purchase and holding of such
ERISA-Restricted Certificate that is also a Physical Certificate will not result
in the assets of the Trust being deemed to be "plan assets" and subject to the
prohibited transaction provisions of ERISA and the Code and will not subject the
Trustee or the Depositor to any obligation in addition to those expressly
undertaken in this Agreement or to any liability. Notwithstanding anything else
to the contrary herein, any purported transfer of an ERISA-Restricted
Certificate that is also a Physical Certificate to an employee benefit plan
subject to ERISA or Section 4975 of the Code without the delivery to the Trustee
of an Opinion of Counsel satisfactory to the Trustee as described above shall be
void and of no effect.

                                      L-6
<PAGE>

         In the case of an ERISA-Restricted Certificate that is also a
Book-Entry Certificate, for purposes of clauses (i) or (ii) of the first
sentence of the preceding paragraph, such representations shall be deemed to
have been made to the Trustee by the transferee's acceptance of such
ERISA-Restricted Certificate that is also a Book-Entry Certificate (or the
acceptance by a Certificate Owner of the beneficial interest in such
Certificate).

         To the extent permitted under applicable law (including, but not
limited to, ERISA), neither the Trustee nor the Certificate Registrar shall have
any liability to any Person for any registration of transfer of any
ERISA-Restricted Certificate that is in fact not permitted by this Section
5.02(d) or for making any payments due on such Certificate to the Holder thereof
or taking any other action with respect to such Holder under the provisions of
this Agreement so long as the transfer was registered by the Trustee or the
Certificate Registrar in accordance with the foregoing requirements. In
addition, neither the Trustee nor the Certificate Registrar shall be required to
monitor, determine or inquire as to compliance with the transfer restrictions
with respect to any ERISA-Restricted Certificate in the form of a Book-Entry
Certificate, and neither the Trustee nor the Certificate Registrar shall have
any liability for transfers of Book-Entry Certificates or any interests therein
made in violation of the restrictions on transfer described in the Prospectus
Supplement and this Agreement.

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

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

              (ii) No Ownership Interest in the Class A-R Certificate may be
         registered on the Closing Date and no Ownership Interest in a Residual
         Certificate may thereafter transferred, and the Trustee shall not
         register the Transfer of a Residual Certificate unless, in addition to
         the certificates required to be delivered under subsection (b) above,
         the Trustee shall have been furnished with an affidavit ("TRANSFER
         AFFIDAVIT") of the initial owner of the Class A-R Certificate or
         proposed transferee of a Residual Certificate in the form attached
         hereto as Exhibit L.

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

                   A. a Transferor Certificate in the form of Exhibit K hereto
              from the proposed transferee to the effect that such transferee is
              a Permitted Transferee and that it is not acquiring an Ownership
              Interest in such Residual Certificate that is

                                      L-7
<PAGE>

              the subject of the proposed transfer as a nominee, trustee or
              agent for any Person who is not a Permitted Transferee; and

                   B. a covenant of the proposed transferee to the effect that
              the proposed transferee agrees to be bound by and to abide by the
              transfer restrictions applicable to such Residual Certificate.

              (iv) Any attempted or purported Transfer of any Ownership Interest
         in a Residual Certificate in violation of the provisions of this
         Section shall be absolutely null and void and shall vest no rights in
         the purported transferee. If any purported transferee shall, in
         violation of the provisions of this Section, become a Holder of such
         Residual Certificate, then the prior Holder of such Residual
         Certificate that is a Permitted Transferee shall, upon discovery that
         the registration of Transfer of such Residual Certificate was not in
         fact permitted by this Section, be restored to all rights as Holder
         thereof retroactive to the date of registration of transfer of such
         Residual Certificate. Neither the Trustee nor the Certificate Registrar
         shall have any liability to any Person for any registration of Transfer
         of a Residual Certificate that is in fact not permitted by this Section
         or for making any distributions due on a Residual Certificate to the
         Holder thereof or taking any other action with respect to such Holder
         under the provisions of this Agreement so long as the Trustee received
         the documents specified in clause (iii). The Trustee shall be entitled
         to recover from any Holder of such Residual Certificate that was in
         fact not a Permitted Transferee at the time such distributions were
         made all distributions made on such Residual Certificate. Any such
         distributions so recovered by the Trustee shall be distributed and
         delivered by the Trustee to the last Holder of such Residual
         Certificate that is a Permitted Transferee.

              (v) If any Person other than a Permitted Transferee acquires any
         Ownership Interest in a Residual Certificate in violation of the
         restrictions in this Section, then the Trustee shall have the right but
         not the obligation, without notice to the Holder of such Residual
         Certificate or any other Person having an Ownership Interest therein,
         to notify the Depositor to arrange for the sale of such Residual
         Certificate. The proceeds of such sale, net of commissions (which may
         include commissions payable to the Depositor or its affiliates in
         connection with such sale), expenses and taxes due, if any, will be
         remitted by the Trustee to the previous Holder of such Residual
         Certificate that is a Permitted Transferee, except that in the event
         that the Trustee determines that the Holder of such Residual
         Certificate may be liable for any amount due under this Section or any
         other provisions of this Agreement, the Trustee may withhold a
         corresponding amount from such remittance as security for such claim.
         The terms and conditions of any sale under this clause (v) shall be
         determined in the sole discretion of the Trustee and it shall not be
         liable to any Person having an Ownership Interest in such Residual
         Certificate as a result of its exercise of such discretion.

              (vi) If any Person other than a Permitted Transferee acquires any
         Ownership Interest in a Residual Certificate in violation of the
         restrictions in this Section, then the Trustee upon receipt of
         reasonable compensation will provide to the Internal Revenue Service,
         and to the persons specified in Sections 860E(e)(3) and (6) of the
         Code,

                                      L-8
<PAGE>

         information needed to compute the tax imposed under Section 860E(e)(5)
         of the Code on transfers of residual interests to disqualified
         organizations.

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

                                      L-9
<PAGE>

                                   SCHEDULE I

                             MORTGAGE LOAN SCHEDULE

              [To be Retained in a Separate Closing Binder Entitled
         "Thornburg 2001-2 Mortgage Loan Schedules" at McKee Nelson LLP]