AMERIQUEST MORTGAGE SECURITIES INC.

                                    Depositor




                           AMERIQUEST MORTGAGE COMPANY

                                 Master Servicer



                                       and

                      DEUTSCHE BANK NATIONAL TRUST COMPANY

                                     Trustee



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

                         POOLING AND SERVICING AGREEMENT
                            Dated as of March 1, 2005

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






                     ASSET-BACKED PASS-THROUGH CERTIFICATES

                                 SERIES 2005-R2



<PAGE>


                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
      SECTION                                                                                        PAGE
      -------                                                                                        ----

<S>                 <C>                                                                               <C>
ARTICLE I DEFINITIONS                                                                                  4

   SECTION 1.01.    Defined Terms......................................................................4
   SECTION 1.02.    Allocation of Certain Interest Shortfalls.........................................60
   SECTION 1.03.    Rights of the NIMS Insurer........................................................61

ARTICLE II CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES                            62

   SECTION 2.01.    Conveyance of Mortgage Loans......................................................62
   SECTION 2.02.    Acceptance of REMIC I by the Trustee..............................................64
   SECTION 2.03.    Repurchase or Substitution of Mortgage Loans by the Seller
                    or the Depositor; Payment of Prepayment Charge Payment Amounts....................66
   SECTION 2.04.    [Reserved]........................................................................69
   SECTION 2.05.    Representations, Warranties and Covenants of the Master Servicer..................69
   SECTION 2.06.    Issuance of the REMIC I Regular Interests and the Class R-I Interest..............72
   SECTION 2.07.    Conveyance of the REMIC I Regular Interests; Acceptance of REMIC
                    I by the Trustee; Issuance of Class R Certificates................................73

ARTICLE III ADMINISTRATION AND SERVICING OF THE MORTGAGE LOANS                                        73

   SECTION 3.01.    Master Servicer to Act as Master Servicer.........................................73
   SECTION 3.02.    Collection of Certain Mortgage Loan Payments......................................76
   SECTION 3.03.    [Reserved]........................................................................77
   SECTION 3.04.    Collection Account, Escrow Account and Distribution Account.......................77
   SECTION 3.05.    Permitted Withdrawals From the Collection Account,
                    Escrow Account and Distribution Account...........................................81
   SECTION 3.06.    Investment of Funds in the Collection Account, the Escrow
                    Account, the REO Account and the Distribution Account.............................84
   SECTION 3.07.    Payment of Taxes, Insurance and Other Charges.....................................85
   SECTION 3.08.    Maintenance of Hazard Insurance...................................................86
   SECTION 3.09.    Maintenance of Mortgage Blanket Insurance.........................................86
   SECTION 3.10.    Fidelity Bond; Errors and Omissions Insurance.....................................87
   SECTION 3.11.    Enforcement of Due-On-Sale Clauses; Assumption Agreements.........................87
   SECTION 3.12.    Realization Upon Defaulted Mortgage Loans.........................................88
   SECTION 3.13.    Title, Management and Disposition of REO Property.................................90
   SECTION 3.14.    [Reserved]........................................................................94
   SECTION 3.15.    Reports of Foreclosure and Abandonment of Mortgaged Properties....................94
   SECTION 3.16.    Optional Purchase of Defaulted Mortgage Loans.....................................94
   SECTION 3.17.    Trustee to Cooperate; Release of Mortgage Files...................................95
   SECTION 3.18.    Servicing Compensation............................................................96
   SECTION 3.19.    Statement as to Compliance........................................................97
   SECTION 3.20.    Independent Public Accountants' Servicing Report..................................97
</TABLE>


                                       i
<PAGE>

<TABLE>
<CAPTION>
<S>                 <C>                                                                              <C>
   SECTION 3.21.    Access to Certain Documentation...................................................98
   SECTION 3.22.    [Reserved]........................................................................98
   SECTION 3.23.    Advance Facility..................................................................98

ARTICLE IV PAYMENTS TO CERTIFICATEHOLDERS                                                            100

   SECTION 4.01.    Distributions....................................................................100
   SECTION 4.02.    Statements to Certificateholders.................................................112
   SECTION 4.03.    Remittance Reports and Other Reports to the Trustee; Advances;
                    Payments in Respect of Prepayment Interest Shortfalls............................115
   SECTION 4.04.    Allocation of Realized Losses....................................................117
   SECTION 4.05.    Compliance with Withholding Requirements.........................................120
   SECTION 4.06.    Commission Reporting.............................................................120
   SECTION 4.07.    [Reserved].......................................................................122
   SECTION 4.08.    [Reserved].......................................................................122
   SECTION 4.09.    [Reserved].......................................................................122
   SECTION 4.10.    [Reserved].......................................................................122
   SECTION 4.11.    Net WAC Rate Carryover Reserve Account...........................................122

ARTICLE V THE CERTIFICATES                                                                           124

   SECTION 5.01.    The Certificates.................................................................124
   SECTION 5.02.    Registration of Transfer and Exchange of Certificates............................126
   SECTION 5.03.    Mutilated, Destroyed, Lost or Stolen Certificates................................131
   SECTION 5.04.    Persons Deemed Owners............................................................132
   SECTION 5.05.    Certain Available Information....................................................132

ARTICLE VI THE DEPOSITOR AND THE MASTER SERVICER                                                     133

   SECTION 6.01.    Liability of the Depositor and the Master Servicer...............................133
   SECTION 6.02.    Merger or Consolidation of the Depositor or the Master Servicer..................133
   SECTION 6.03.    Limitation on Liability of the Depositor, the Master Servicer and Others.........133
   SECTION 6.04.    Limitation on Resignation of the Master Servicer.................................134
   SECTION 6.05.    Rights of the Depositor in Respect of the Master Servicer........................135
   SECTION 6.06.    Sub-Servicing Agreements Between the Master Servicer and Sub-Servicers...........136
   SECTION 6.07.    Successor Sub-Servicers..........................................................137
   SECTION 6.08.    Liability of the Master Servicer.................................................137
   SECTION 6.09.    No  Contractual  Relationship  Between  Sub-Servicers  and  the  NIMS  Insurer,  the
                    Trustee or Certificateholders....................................................137
   SECTION 6.10.    Assumption or Termination of Sub-Servicing Agreements by Trustee.................138
   SECTION 6.11.    Sub-Servicing Accounts...........................................................138

ARTICLE VII DEFAULT                                                                                  139

   SECTION 7.01.    Master Servicer Events of Default................................................139
</TABLE>


                                       ii
<PAGE>


<TABLE>
<CAPTION>
<S>                 <C>                                                                              <C>
   SECTION 7.02.    Trustee to Act; Appointment of Successor.........................................141
   SECTION 7.03.    Notification to Certificateholders...............................................143
   SECTION 7.04.    Waiver of Master Servicer Events of Default......................................144

ARTICLE VIII CONCERNING THE TRUSTEE                                                                  144

   SECTION 8.01.    Duties of Trustee................................................................144
   SECTION 8.02.    Certain Matters Affecting the Trustee............................................145
   SECTION 8.03.    The Trustee Not Liable for Certificates or Mortgage Loans........................147
   SECTION 8.04.    Trustee May Own Certificates.....................................................147
   SECTION 8.05.    Trustee's Fees and Expenses......................................................147
   SECTION 8.06.    Eligibility Requirements for Trustee.............................................148
   SECTION 8.07.    Resignation and Removal of the Trustee...........................................148
   SECTION 8.08.    Successor Trustee................................................................149
   SECTION 8.09.    Merger or Consolidation of Trustee...............................................150
   SECTION 8.10.    Appointment of Co-Trustee or Separate Trustee....................................150
   SECTION 8.11.    Appointment of Custodians........................................................151
   SECTION 8.12.    Appointment of Office or Agency..................................................151
   SECTION 8.13.    Representations and Warranties of the Trustee....................................152

ARTICLE IX TERMINATION                                                                               153

   SECTION 9.01.    Termination Upon Repurchase or Liquidation of All Mortgage Loans.................153
   SECTION 9.02.    Additional Termination Requirements..............................................155

ARTICLE X REMIC PROVISIONS                                                                           156

   SECTION 10.01.   REMIC Administration.............................................................156
   SECTION 10.02.   Prohibited Transactions and Activities...........................................158
   SECTION 10.03.   Master Servicer and Trustee Indemnification......................................159

ARTICLE XI MISCELLANEOUS PROVISIONS                                                                  159

   SECTION 11.01.   Amendment........................................................................159
   SECTION 11.02.   Recordation of Agreement; Counterparts...........................................161
   SECTION 11.03.   Limitation on Rights of Certificateholders.......................................161
   SECTION 11.04.   Governing Law....................................................................162
   SECTION 11.05.   Notices..........................................................................162
   SECTION 11.06.   Severability of Provisions.......................................................163
   SECTION 11.07.   Notice to Rating Agencies and the NIMS Insurer...................................163
   SECTION 11.08.   Article and Section References...................................................164
   SECTION 11.09.   Grant of Security Interest.......................................................164
   SECTION 11.10.   Third Party Rights...............................................................165
</TABLE>


                                       iii
<PAGE>


EXHIBITS

Exhibit A-1A    Form of Class A-1A Certificate
Exhibit A-1B    Form of Class A-1B Certificate
Exhibit A-2A    Form of Class A-2A Certificate
Exhibit A-2B    Form of Class A-2B Certificate
Exhibit A-3A    Form of Class A-3A Certificate
Exhibit A-3B    Form of Class A-3B Certificate
Exhibit A-3C    Form of Class A-3C Certificate
Exhibit A-3D    Form of Class A-3D Certificate
Exhibit A-M-1   Form of Class M-1 Certificate
Exhibit A-M-2   Form of Class M-2 Certificate
Exhibit A-M-3   Form of Class M-3 Certificate
Exhibit A-M-4   Form of Class M-4 Certificate
Exhibit A-M-5   Form of Class M-5 Certificate
Exhibit A-M-6   Form of Class M-6 Certificate
Exhibit A-M-7   Form of Class M-7 Certificate
Exhibit A-M-8   Form of Class M-8 Certificate
Exhibit A-M-9   Form of Class M-9 Certificate
Exhibit A-M-10  Form of Class M-10 Certificate
Exhibit A-M-11  Form of Class M-11 Certificate
Exhibit A-CE    Form of Class CE Certificate
Exhibit A-P     Form of Class P Certificate
Exhibit A-R     Form of Class R Certificate
Exhibit B       Form of Lost Note Affidavit
Exhibit C-1     Form of Trustee's Initial Certification
Exhibit C-2     Form of Trustee's Final Certification
Exhibit C-3     Form of Trustee's Receipt of Mortgage Note
Exhibit D       Form of Mortgage Loan Purchase Agreement
Exhibit E       Request for Release
Exhibit F-1     Form of Transferor Representation Letter and Form
                of Transferee Representation Letter in Connection
                with Transfer of Class CE and Class P Certificates
                Pursuant to Rule 144A Under the 1933 Act
Exhibit F-2     Form of Transfer Affidavit and Agreement and Form of Transferor
                Affidavit in Connection with Transfer of Residual Certificates
Exhibit G       Form of Certification with respect to ERISA and the Code
Exhibit H       Form of Cap Contracts
Exhibit I       Loss Mitigation Action Plan
Exhibit J-1     Form of Certification to Be Provided by the Depositor with Form
                10-K
Exhibit J-2     Form of Certification to Be Provided to Depositor by the Trustee
Exhibit K       [Reserved]
Exhibit L       [Reserved]
Exhibit M       Annual Statement of Compliance pursuant to Section 3.19
Schedule 1      Mortgage Loan Schedule
Schedule 2      Prepayment Charge Schedule


                                       iv
<PAGE>


                  This Pooling and Servicing Agreement, is dated and effective
as of March 1, 2005, among AMERIQUEST MORTGAGE SECURITIES INC., as Depositor,
AMERIQUEST MORTGAGE COMPANY, as Master Servicer and DEUTSCHE BANK NATIONAL TRUST
COMPANY, as 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 shall evidence the entire beneficial ownership interest
in each REMIC (as defined herein) created hereunder. The Trust Fund shall
consist of a segregated pool of assets consisting of the Mortgage Loans and
certain other related assets subject to this Agreement.



<PAGE>


                                     REMIC I

                  As provided herein, the Trustee shall elect to treat the
segregated pool of assets consisting of the Mortgage Loans and certain other
related assets (other than any Master Servicer Prepayment Charge Payment
Amounts, the Net WAC Rate Carryover Reserve Account and the Cap Contracts)
subject to this Agreement as a REMIC for federal income tax purposes, and such
segregated pool of assets shall be designated as "REMIC I." The Class R-I
Interest shall evidence the sole class of "residual interests" in REMIC I for
purposes of the REMIC Provisions under federal income tax law. The following
table irrevocably sets forth the designation, the REMIC I Remittance Rate, the
initial Uncertificated Balance and, for purposes of satisfying Treasury
regulation section 1.860G-1(a)(4)(iii), the "latest possible maturity date" for
each of the REMIC I Regular Interests (as defined herein). None of the REMIC I
Regular Interests shall be certificated.


<TABLE>
<CAPTION>
                               REMIC I Remittance          Initial Uncertificated       Latest Possible
     Designation                     Rate                       Balance ($)             Maturity Date(1)
 -------------------     ----------------------------     ------------------------    --------------------
<S>                              <C>                          <C>                        <C>
       I-LTAA                    Variable(2)                  588,000,165.18             April 25, 2035
       I-LTA1A                   Variable(2)                    1,290,445.00             April 25, 2035
       I-LTA1B                   Variable(2)                      322,615.00             April 25, 2035
       I-LTA2A                   Variable(2)                    1,290,240.00             April 25, 2035
       I-LTA2B                   Variable(2)                      322,555.00             April 25, 2035
       I-LTA3A                   Variable(2)                      623,225.00             April 25, 2035
       I-LTA3B                   Variable(2)                      696,845.00             April 25, 2035
       I-LTA3C                   Variable(2)                      131,760.00             April 25, 2035
       I-LTA3D                   Variable(2)                      161,315.00             April 25, 2035
       I-LTM1                    Variable(2)                      156,000.00             April 25, 2035
       I-LTM2                    Variable(2)                      249,000.00             April 25, 2035
       I-LTM3                    Variable(2)                       84,000.00             April 25, 2035
       I-LTM4                    Variable(2)                      144,000.00             April 25, 2035
       I-LTM5                    Variable(2)                       84,000.00             April 25, 2035
       I-LTM6                    Variable(2)                       60,000.00             April 25, 2035
       I-LTM7                    Variable(2)                       96,000.00             April 25, 2035
       I-LTM8                    Variable(2)                       45,000.00             April 25, 2035
       I-LTM9                    Variable(2)                       66,000.00             April 25, 2035
       I-LTM10                   Variable(2)                       39,000.00             April 25, 2035
       I-LTM11                   Variable(2)                       60,000.00             April 25, 2035
       I-LTZZ                    Variable(2)                    6,078,003.37             April 25, 2035
        I-LTP                    Variable(2)                          100.00             April 25, 2035
      I-LT1SUB                   Variable(2)                        7,740.36             April 25, 2035
      I-LT1GRP                   Variable(2)                       40,001.57             April 25, 2035
      I-LT2SUB                   Variable(2)                        7,739.02             April 25, 2035
      I-LT2GRP                   Variable(2)                       39,994.92             April 25, 2035
      I-LT3SUB                   Variable(2)                        7,740.66             April 25, 2035
      I-LT3GRP                   Variable(2)                       40,003.56             April 25, 2035
        I-XX                     Variable(2)                  599,856,948.47             April 25, 2035
</TABLE>


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

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

(2)      Calculated in accordance with the definition of "REMIC I Remittance
Rate" herein.



                                       2
<PAGE>


                                    REMIC II

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

<TABLE>
<CAPTION>
                                                Initial Aggregate
                                              Certificate Principal         Latest Possible
    Designation         Pass-Through Rate          Balance ($)              Maturity Date(1)
------------------   ----------------------  -----------------------   --------------------------
<S>                        <C>                    <C>                        <C>
     Class A-1A            Variable(2)            $ 258,089,000.00           April 25, 2035
     Class A-1B            Variable(2)            $  64,523,000.00           April 25, 2035
     Class A-2A            Variable(2)            $ 258,048,000.00           April 25, 2035
     Class A-2B            Variable(2)            $  64,511,000.00           April 25, 2035
     Class A-3A            Variable(2)            $ 124,645,000.00           April 25, 2035
     Class A-3B            Variable(2)            $ 139,369,000.00           April 25, 2035
     Class A-3C            Variable(2)            $  26,352,000.00           April 25, 2035
     Class A-3D            Variable(2)            $  32,263,000.00           April 25, 2035
     Class M-1             Variable(2)            $  31,200,000.00           April 25, 2035
     Class M-2             Variable(2)            $  49,800,000.00           April 25, 2035
     Class M-3             Variable(2)            $  16,800,000.00           April 25, 2035
     Class M-4             Variable(2)            $  28,800,000.00           April 25, 2035
     Class M-5             Variable(2)            $  16,800,000.00           April 25, 2035
     Class M-6             Variable(2)            $  12,000,000.00           April 25, 2035
     Class M-7             Variable(2)            $  19,200,000.00           April 25, 2035
     Class M-8             Variable(2)            $   9,000,000.00           April 25, 2035
     Class M-9             Variable(2)            $  13,200,000.00           April 25, 2035
     Class M-10            Variable(2)            $   7,800,000.00           April 25, 2035
     Class M-11             Variable              $  12,000,000.00           April 25, 2035
      Class CE           Variable(2)(3)           $  15,600,337.10           April 25, 2035
      Class P            Variable(2)(4)           $         100.00           April 25, 2035
</TABLE>


----------------
(1)  For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
     the Distribution Date immediately following the maturity date for the
     Mortgage Loan with the latest maturity date has been designated as the
     "latest possible maturity date" for each Class of Certificates.
(2)  Calculated in accordance with the definition of "Pass-Through Rate" herein.
(3)  The Class CE Certificates shall accrue interest at their variable
     Pass-Through Rate on the Notional Amount of the Class CE Certificates
     outstanding from time to time which shall equal the Uncertificated Balance
     of the REMIC I Regular Interests, other than REMIC I Regular Interest
     I-LTP. The Class CE Certificates shall not accrue interest on their
     Certificate Principal Balance.
(4)  The Class P Certificates shall not accrue interest.


                                       3
<PAGE>


                  As of the Cut-off Date, the Group I Mortgage Loans had an
aggregate Scheduled Principal Balance equal to $400,015,650.31, the Group II
Mortgage Loans had an aggregate Scheduled Principal Balance equal to
$399,949,167.75 and the Group III Mortgage Loans had an aggregate Scheduled
Principal Balance equal to $400,035,619.04.

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

                                   DEFINITIONS

                  SECTION 1.01.   Defined Terms.

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

                  "Accrued Certificate Interest": With respect to any Class of
Certificates (other than the Class P Certificates and the Residual Certificates)
and each Distribution Date, interest accrued during the related Interest Accrual
Period at the Pass-Through Rate for such Certificate for such Distribution Date
on the Certificate Principal Balance, in the case of the Adjustable-Rate
Certificates and the Fixed-Rate Certificates, or on the Notional Amount, in the
case of the Class CE Certificates, of such Certificate immediately prior to such
Distribution Date. The Class P Certificates are not entitled to distributions in
respect of interest and, accordingly, shall not accrue interest. All
distributions of interest on the Adjustable-Rate Certificates shall be
calculated on the basis of a 360-day year and the actual number of days in the
applicable Interest Accrual Period. All distributions of interest on the
Fixed-Rate Certificates and the Class CE Certificates shall be based on a
360-day year consisting of twelve 30-day months. Accrued Certificate Interest
with respect to each Distribution Date, as to any Class A Certificate or
Mezzanine Certificate, shall be reduced by an amount equal to the portion
allocable to such Certificate pursuant to Section 1.02 hereof of the sum of (a)
the aggregate Prepayment Interest Shortfall, if any, for such Distribution Date
to the extent not covered by payments pursuant to Section 4.03(e) or allocated
to the Class CE Certificates pursuant to Section 1.02 and (b) the aggregate
amount of any Relief Act Interest Shortfall, if any, for such Distribution Date
not allocated to the Class CE Certificates pursuant to Section 1.02. Accrued
Certificate Interest with respect to each Distribution Date and any Class CE
Certificate shall be reduced by (a) Prepayment Interest Shortfalls, if any,
allocated to such Class of Certificates pursuant to Section 1.02 hereof, (b)
Relief Act Interest Shortfalls, if any, allocated to such Class of Certificates
pursuant to Section 1.02 hereof and (c) an amount equal to the portion of
Realized Losses, if any, allocable to interest on the Class CE Certificate
pursuant to Section 4.04 hereof.



                                       4
<PAGE>

                  "Adjustable-Rate Certificates": The Class A Certificates and
the Mezzanine Certificates.

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

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

                  "Advance": As to any Mortgage Loan or REO Property, any
advance made by the Master Servicer or a successor Master Servicer in respect of
any Distribution Date representing the aggregate of all payments of principal
and interest, net of the Servicing Fee, that were due during the related Due
Period on the Mortgage Loans and that were delinquent on the related
Determination Date, plus certain amounts representing assumed payments not
covered by any current net income on the Mortgaged Properties acquired by
foreclosure or deed in lieu of foreclosure as determined pursuant to Section
4.03.

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

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

                  "Allocated Realized Loss Amount": With respect to any
Distribution Date and any Class of Mezzanine Certificates, the sum of (i) the
Realized Losses allocated to such Class of Certificates on such Distribution
Date and (ii) the amount of any Allocated Realized Loss Amount for such Class of
Certificates remaining undistributed from the previous Distribution Date,
reduced by the amount of the increase in the Certificate Principal Balance of
such Class of Certificates due to the receipt of Subsequent Recoveries as
provided in Section 4.01.

                  "Applicable Regulations": As to any Mortgage Loan, all
federal, state and local laws, statutes, rules and regulations applicable
thereto.

                  "Assignment": An assignment of Mortgage, notice of transfer or
equivalent instrument, in recordable form (excepting therefrom if applicable,
the mortgage recordation information which has not been returned by the
applicable recorder's office and/or the assignee's name), which is sufficient
under the laws of the jurisdiction wherein the related Mortgaged Property is
located to reflect of record the sale of the Mortgage.

                  "Available Funds": With respect to any Distribution Date, an
amount equal to (1) the sum of (a) the aggregate of the amounts on deposit in
the Collection Account and



                                       5
<PAGE>


Distribution Account as of the close of business on the related Determination
Date, including any Subsequent Recoveries, (b) the aggregate of any amounts
received in respect of an REO Property withdrawn from any REO Account and
deposited in the Distribution Account for such Distribution Date pursuant to
Section 3.13, (c) Compensating Interest, if any, deposited in the Distribution
Account by the Master Servicer in respect of Prepayment Interest Shortfalls for
such Distribution Date pursuant to Section 4.03(e), (d) the aggregate of any
Advances made by the Master Servicer for such Distribution Date pursuant to
Section 4.03 and (e) the aggregate of any Advances made by the successor Master
Servicer or the Trustee for such Distribution Date pursuant to Section 7.02(b),
reduced (to not less than zero) by (2) the sum of (x) the portion of the amount
described in clause (1)(a) above that represents (i) Monthly Payments on the
Mortgage Loans received from a Mortgagor on or prior to the Determination Date
but due during any Due Period subsequent to the related Due Period, (ii)
Principal Prepayments on the Mortgage Loans received after the related
Prepayment Period (together with any interest payments received with such
Principal Prepayments to the extent they represent the payment of interest
accrued on the Mortgage Loans during a period subsequent to the related
Prepayment Period), (iii) Liquidation Proceeds, Insurance Proceeds and
Subsequent Recoveries received in respect of the Mortgage Loans after the
related Prepayment Period, (iv) amounts reimbursable or payable to the
Depositor, the Master Servicer, the Trustee, the Seller or any Sub-Servicer
pursuant to Section 3.05 or Section 3.06 or otherwise payable in respect of
Extraordinary Trust Fund Expenses, (v) Stayed Funds, (vi) the Trustee Fee
payable from the Distribution Account pursuant to Section 8.05, (vii) amounts
deposited in the Collection Account or the Distribution Account in error and
(viii) the amount of any Prepayment Charges collected by the Master Servicer and
the amount of any Master Servicer Prepayment Charge Payment Amounts and (y)
amounts reimbursable to the Trustee for an advance made pursuant to Section
7.02(b) which advance the Trustee has determined to be nonrecoverable from the
Stayed Funds in respect of which it was made.

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

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

                  "Book-Entry Certificate": Any Certificate registered in the
name of the Depository or its nominee. Initially, the Book-Entry Certificates
shall be the Class A Certificates and the Mezzanine Certificates.

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

                  "Business Day": Any day other than a Saturday, a Sunday or a
day on which banking or savings and loan institutions in the State of
California, 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.

                  "Cap Amount": For each Class of Adjustable-Rate Certificates,
an amount equal to (i) the aggregate amount received by the Trust Fund from the
related Cap Contract, multiplied



                                       6
<PAGE>


by (ii) a fraction equal to (a) the Certificate Principal Balance of such Class
immediately prior to the applicable Distribution Date (minus an amount equal to
the Certificate Principal Balance of such Class beneficially owned by the Seller
or its Affiliates) divided by (b) the aggregate Certificate Principal Balance
immediately prior to the applicable Distribution Date of all Classes of
Adjustable-Rate Certificates, directly benefiting from such Cap Contract.

                  "Cap Contract Excess": With respect to any Cap Contract and
Distribution Date, the excess, if any, of the then applicable maximum rate set
forth in such Cap Contract over the then applicable strike rate set forth in
such Cap Contract.

                  "Cap Contracts": The interest rate corridors between Deutsche
Bank National Trust Company, as Trustee, and the counterparty thereunder, for
the benefit of the Holders of (i) the Group I Certificates, (ii) the Group II
Certificates, (iii) the Group III Certificates and (iv) the Mezzanine
Certificates, collectively, forms of which are attached hereto as Exhibit H.

                  "Certificate": Any one of the Depositor's Asset-Backed
Pass-Through Certificates, Series 2005-R2, Class A-1A, Class A-1B, Class A-2A,
Class A-2B, Class A-3A, Class A-3B, Class A-3C, Class A-3D, Class M-1, Class
M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class
M-9, Class M-10, Class M-11, Class CE, Class P and Class R, issued under this
Agreement.

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

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



                                       7
<PAGE>


                  "Certificate Margin": With respect to each Class of
Adjustable-Rate Certificates and, for purposes of the Marker Rate and the
Maximum I-LTZZ Uncertificated Interest Deferral Amount, the specified REMIC I
Regular Interest, as follows:

                                                         Certificate Margin
                          REMIC I Regular            --------------------------
     Class                   Interest                  (1) (%)      (2) (%)
 ------------   -----------------------------------  ------------ -------------
     A-1A        REMIC I Regular Interest I-LTA1A       0.315        0.630
     A-1B        REMIC I Regular Interest I-LTA1B       0.290        0.580
     A-2A        REMIC I Regular Interest I-LTA2A       0.250        0.500
     A-2B        REMIC I Regular Interest I-LTA2B       0.300        0.600
     A-3A        REMIC I Regular Interest I-LTA3A       0.100        0.200
     A-3B        REMIC I Regular Interest I-LTA3B       0.200        0.400
     A-3C        REMIC I Regular Interest I-LTA3C       0.340        0.680
     A-3D        REMIC I Regular Interest I-LTA3D       0.300        0.600
      M-1        REMIC I Regular Interest I-LTM1        0.450        0.675
      M-2        REMIC I Regular Interest I-LTM2        0.480        0.720
      M-3        REMIC I Regular Interest I-LTM3        0.520        0.780
      M-4        REMIC I Regular Interest I-LTM4        0.700        1.050
      M-5        REMIC I Regular Interest I-LTM5        0.730        1.095
      M-6        REMIC I Regular Interest I-LTM6        0.780        1.170
      M-7        REMIC I Regular Interest I-LTM7        1.270        1.905
      M-8        REMIC I Regular Interest I-LTM8        1.350        2.025
      M-9        REMIC I Regular Interest I-LTM9        2.000        3.000
     M-10        REMIC I Regular Interest I-LTM10       2.500        3.750
     M-11        REMIC I Regular Interest I-LTM11       2.500        3.750

         ----------
         (1)      For the Interest Accrual Period for each Distribution Date on
                  or prior to the Optional Termination Date.
         (2)      For the Interest Accrual Period for each Distribution Date
                  after the Optional Termination Date.

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

                  "Certificate Principal Balance": With respect to each Class A
Certificate, Mezzanine Certificate or Class P Certificate as of any date of
determination, the Certificate Principal Balance of such Certificate on the
Distribution Date immediately prior to such date of determination plus, with
respect to each Mezzanine Certificate, any increase in the Certificate Principal
Balance of such Certificate pursuant to Section 4.01 due to the receipt of
Subsequent Recoveries, minus all distributions allocable to principal made
thereon on such Distribution Date and, in the case of a Mezzanine Certificate,
Realized Losses allocated thereto on such immediately prior Distribution Date
(or, in the case of any date of determination up to and including the first
Distribution Date, the initial Certificate Principal Balance of such
Certificate, as stated on the face thereof). With respect to each Class CE
Certificate as of any date of determination, an amount equal to the Percentage
Interest evidenced by such Certificate times the excess, if any, of (A) the then
aggregate Uncertificated Balance of the REMIC I Regular Interests over (B) the
then aggregate Certificate Principal Balance of the Class A Certificates, the
Mezzanine Certificates and the Class P Certificates then outstanding.

                  "Certificate Register" and "Certificate Registrar": The
register maintained and the registrar appointed pursuant to Section 5.02.



                                        8
<PAGE>

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

                  "Class A Certificate": Any one of the Class A-1A, Class A-1B,
Class A-2A, Class A-2B, Class A-3A, Class A-3B, Class A-3C or Class A-3D
Certificates.

                  "Class A Principal Distribution Amount": With respect to any
Distribution Date, an amount equal to the sum of (i) the Senior Group I
Principal Distribution Amount; (ii) the Senior Group II Principal Distribution
Amount and (iii) the Senior Group III Principal Distribution Amount.

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

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

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

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

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

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

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

                  "Class A-3D Certificate": Any one of the Class A-3D
Certificates executed by the Trustee, and authenticated and delivered by the
Certificate Registrar, substantially in the



                                       9
<PAGE>


form annexed hereto as Exhibit A-3D and evidencing a Regular Interest in REMIC
II for purposes of the REMIC Provisions.

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

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

                  "Class M-1 Principal Distribution Amount": With respect to any
Distribution Date, an amount, not less than zero, equal to the lesser of (I) the
Certificate Principal Balance of the Class M-1 Certificates immediately prior to
such Distribution Date and (II) the excess of (x) the sum of (i) the aggregate
Certificate Principal Balance of the Class A Certificates (after taking into
account the payment of the Class A Principal Distribution Amount on such
Distribution Date) and (ii) the Certificate Principal Balance of the Class M-1
Certificates immediately prior to such Distribution Date over (y) the lesser of
(A) the product of (i) 66.50% and (ii) the aggregate Stated Principal Balance of
the Mortgage Loans as of the last day of the related Due Period (after giving
effect to scheduled payments of principal due during the related Due Period, to
the extent received or advanced, and unscheduled collections of principal
received during the related Prepayment Period) and (B) the aggregate Stated
Principal Balance of the Mortgage Loans as of the last day of the related Due
Period (after giving effect to scheduled payments of principal due during the
related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period) minus
$6,000,002.19.

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

                  "Class M-2 Principal Distribution Amount": With respect to any
Distribution Date, an amount, not less than zero, equal to the lesser of (I) the
Certificate Principal Balance of the Class M-2 Certificates immediately prior to
such Distribution Date and (II) the excess of (x) the sum of (i) the aggregate
Certificate Principal Balance of the Class A Certificates (after taking into
account the payment of the Class A Principal Distribution Amount on such
Distribution Date), (ii) the Certificate Principal Balance of the Class M-1
Certificates (after taking into account the payment of the Class M-1 Principal
Distribution Amount on such Distribution Date) and (iii) the Certificate
Principal Balance of the Class M-2 Certificates immediately prior to such
Distribution Date over (y) the lesser of (A) the product of (i) 74.80% and (ii)
the aggregate Stated Principal Balance of the Mortgage Loans as of the last day
of the related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period) and (B) the aggregate Stated Principal Balance of the Mortgage Loans as
of



                                       10
<PAGE>


the last day of the related Due Period (after giving effect to scheduled
payments of principal due during the related Due Period, to the extent received
or advanced, and unscheduled collections of principal received during the
related Prepayment Period) minus $6,000,002.19.

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

                  "Class M-3 Principal Distribution Amount": With respect to any
Distribution Date, an amount, not less than zero, equal to the lesser of (I) the
Certificate Principal Balance of the Class M-3 Certificates immediately prior to
such Distribution Date and (II) the excess of (x) the sum of (i) the aggregate
Certificate Principal Balance of the Class A Certificates (after taking into
account the payment of the Class A Principal Distribution Amount on such
Distribution Date), (ii) the Certificate Principal Balance of the Class M-1
Certificates (after taking into account the payment of the Class M-1 Principal
Distribution Amount on such Distribution Date), (iii) the Certificate Principal
Balance of the Class M-2 Certificates (after taking into account the payment of
the Class M-2 Principal Distribution Amount on such Distribution Date) and (iv)
the Certificate Principal Balance of the Class M-3 Certificates immediately
prior to such Distribution Date over (y) the lesser of (A) the product of (i)
77.60% and (ii) the aggregate Stated Principal Balance of the Mortgage Loans as
of the last day of the related Due Period (after giving effect to scheduled
payments of principal due during the related Due Period, to the extent received
or advanced, and unscheduled collections of principal received during the
related Prepayment Period) and (B) the aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of the related Due Period (after giving effect
to scheduled payments of principal due during the related Due Period, to the
extent received or advanced, and unscheduled collections of principal received
during the related Prepayment Period) minus $6,000,002.19.

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

                  "Class M-4 Principal Distribution Amount": With respect to any
Distribution Date, an amount, not less than zero, equal to the lesser of (I) the
Certificate Principal Balance of the Class M-4 Certificates immediately prior to
such Distribution Date and (II) the excess of (x) the sum of (i) the aggregate
Certificate Principal Balance of the Class A Certificates (after taking into
account the payment of the Class A Principal Distribution Amount on such
Distribution Date), (ii) the Certificate Principal Balance of the Class M-1
Certificates (after taking into account the payment of the Class M-1 Principal
Distribution Amount on such Distribution Date), (iii) the Certificate Principal
Balance of the Class M-2 Certificates (after taking into account the payment of
the Class M-2 Principal Distribution Amount on such Distribution Date), (iv) the
Certificate Principal Balance of the Class M-3 Certificates (after taking into
account the payment of the Class M-3 Principal Distribution Amount on such
Distribution Date) and (v) the Certificate Principal Balance of the Class M-4
Certificates immediately prior to such Distribution Date over (y) the lesser of
(A) the product of (i) 82.40% and (ii) the aggregate Stated Principal



                                       11
<PAGE>


Balance of the Mortgage Loans as of the last day of the related Due Period
(after giving effect to scheduled payments of principal due during the related
Due Period, to the extent received or advanced, and unscheduled collections of
principal received during the related Prepayment Period) and (B) the aggregate
Stated Principal Balance of the Mortgage Loans as of the last day of the related
Due Period (after giving effect to scheduled payments of principal due during
the related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period) minus
$6,000,002.19.

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

                  "Class M-5 Principal Distribution Amount": With respect to any
Distribution Date, an amount, not less than zero, equal to the lesser of (I) the
Certificate Principal Balance of the Class M-5 Certificates immediately prior to
such Distribution Date and (II) the excess of (x) the sum of (i) the aggregate
Certificate Principal Balance of the Class A Certificates (after taking into
account the payment of the Class A Principal Distribution Amount on such
Distribution Date), (ii) the Certificate Principal Balance of the Class M-1
Certificates (after taking into account the payment of the Class M-1 Principal
Distribution Amount on such Distribution Date), (iii) the Certificate Principal
Balance of the Class M-2 Certificates (after taking into account the payment of
the Class M-2 Principal Distribution Amount on such Distribution Date), (iv) the
Certificate Principal Balance of the Class M-3 Certificates (after taking into
account the payment of the Class M-3 Principal Distribution Amount on such
Distribution Date), (v) the Certificate Principal Balance of the Class M-4
Certificates (after taking into account the payment of the Class M-4 Principal
Distribution Amount on such Distribution Date) and (vi) the Certificate
Principal Balance of the Class M-5 Certificates immediately prior to such
Distribution Date over (y) the lesser of (A) the product of (i) 85.20% and (ii)
the aggregate Stated Principal Balance of the Mortgage Loans as of the last day
of the related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period) and (B) the aggregate Stated Principal Balance of the Mortgage Loans as
of the last day of the related Due Period (after giving effect to scheduled
payments of principal due during the related Due Period, to the extent received
or advanced, and unscheduled collections of principal received during the
related Prepayment Period) minus $6,000,002.19.

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

                  "Class M-6 Principal Distribution Amount": With respect to any
Distribution Date, an amount, not less than zero, equal to the lesser of (I) the
Certificate Principal Balance of the Class M-6 Certificates immediately prior to
such Distribution Date and (II) the excess of (x) the sum of (i) the aggregate
Certificate Principal Balance of the Class A Certificates (after taking into
account the payment of the Class A Principal Distribution Amount on such
Distribution



                                       12
<PAGE>


Date), (ii) the Certificate Principal Balance of the Class M-1 Certificates
(after taking into account the payment of the Class M-1 Principal Distribution
Amount on such Distribution Date), (iii) the Certificate Principal Balance of
the Class M-2 Certificates (after taking into account the payment of the Class
M-2 Principal Distribution Amount on such Distribution Date), (iv) the
Certificate Principal Balance of the Class M-3 Certificates (after taking into
account the payment of the Class M-3 Principal Distribution Amount on such
Distribution Date), (v) the Certificate Principal Balance of the Class M-4
Certificates (after taking into account the payment of the Class M-4 Principal
Distribution Amount on such Distribution Date), (vi) the Certificate Principal
Balance of the Class M-5 Certificates (after taking into account the payment of
the Class M-5 Principal Distribution Amount on such Distribution Date) and (vii)
the Certificate Principal Balance of the Class M-6 Certificates immediately
prior to such Distribution Date over (y) the lesser of (A) the product of (i)
87.20% and (ii) the aggregate Stated Principal Balance of the Mortgage Loans as
of the last day of the related Due Period (after giving effect to scheduled
payments of principal due during the related Due Period, to the extent received
or advanced, and unscheduled collections of principal received during the
related Prepayment Period) and (B) the aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of the related Due Period (after giving effect
to scheduled payments of principal due during the related Due Period, to the
extent received or advanced, and unscheduled collections of principal received
during the related Prepayment Period) minus $6,000,002.19.

                  "Class M-7 Certificate": Any one of the Class M-7 Certificates
executed by the Trustee, and authenticated and delivered by the Certificate
Registrar, substantially in the form annexed hereto as Exhibit A-M-7 and
evidencing a Regular Interest in REMIC II for purposes of the REMIC Provisions.

                  "Class M-7 Principal Distribution Amount": With respect to any
Distribution Date, an amount, not less than zero, equal to the lesser of (I) the
Certificate Principal Balance of the Class M-7 Certificates immediately prior to
such Distribution Date and (II) the excess of (x) the sum of (i) the aggregate
Certificate Principal Balance of the Class A Certificates (after taking into
account the payment of the Class A Principal Distribution Amount on such
Distribution Date), (ii) the Certificate Principal Balance of the Class M-1
Certificates (after taking into account the payment of the Class M-1 Principal
Distribution Amount on such Distribution Date), (iii) the Certificate Principal
Balance of the Class M-2 Certificates (after taking into account the payment of
the Class M-2 Principal Distribution Amount on such Distribution Date), (iv) the
Certificate Principal Balance of the Class M-3 Certificates (after taking into
account the payment of the Class M-3 Principal Distribution Amount on such
Distribution Date), (v) the Certificate Principal Balance of the Class M-4
Certificates (after taking into account the payment of the Class M-4 Principal
Distribution Amount on such Distribution Date), (vi) the Certificate Principal
Balance of the Class M-5 Certificates (after taking into account the payment of
the Class M-5 Principal Distribution Amount on such Distribution Date), (vii)
the Certificate Principal Balance of the Class M-6 Certificates (after taking
into account the payment of the Class M-6 Principal Distribution Amount on such
Distribution Date) and (viii) the Certificate Principal Balance of the Class M-7
Certificates immediately prior to such Distribution Date over (y) the lesser of
(A) the product of (i) 90.40% and (ii) the aggregate Stated Principal Balance of
the Mortgage Loans as of the last day of the related Due Period (after giving
effect to scheduled payments of principal due during the related Due Period, to
the extent received or advanced, and



                                       13
<PAGE>


unscheduled collections of principal received during the related Prepayment
Period) and (B) the aggregate Stated Principal Balance of the Mortgage Loans as
of the last day of the related Due Period (after giving effect to scheduled
payments of principal due during the related Due Period, to the extent received
or advanced, and unscheduled collections of principal received during the
related Prepayment Period) minus $6,000,002.19.

                  "Class M-8 Certificate": Any one of the Class M-8 Certificates
executed by the Trustee, and authenticated and delivered by the Certificate
Registrar, substantially in the form annexed hereto as Exhibit A-M-8 and
evidencing a Regular Interest in REMIC II for purposes of the REMIC Provisions.

                  "Class M-8 Principal Distribution Amount": With respect to any
Distribution Date, an amount, not less than zero, equal to the lesser of (I) the
Certificate Principal Balance of the Class M-8 Certificates immediately prior to
such Distribution Date and (II) the excess of (x) the sum of (i) the aggregate
Certificate Principal Balance of the Class A Certificates (after taking into
account the payment of the Class A Principal Distribution Amount on such
Distribution Date), (ii) the Certificate Principal Balance of the Class M-1
Certificates (after taking into account the payment of the Class M-1 Principal
Distribution Amount on such Distribution Date), (iii) the Certificate Principal
Balance of the Class M-2 Certificates (after taking into account the payment of
the Class M-2 Principal Distribution Amount on such Distribution Date), (iv) the
Certificate Principal Balance of the Class M-3 Certificates (after taking into
account the payment of the Class M-3 Principal Distribution Amount on such
Distribution Date), (v) the Certificate Principal Balance of the Class M-4
Certificates (after taking into account the payment of the Class M-4 Principal
Distribution Amount on such Distribution Date), (vi) the Certificate Principal
Balance of the Class M-5 Certificates (after taking into account the payment of
the Class M-5 Principal Distribution Amount on such Distribution Date), (vii)
the Certificate Principal Balance of the Class M-6 Certificates (after taking
into account the payment of the Class M-6 Principal Distribution Amount on such
Distribution Date), (viii) the Certificate Principal Balance of the Class M-7
Certificates (after taking into account the payment of the Class M-7 Principal
Distribution Amount on such Distribution Date) and (ix) the Certificate
Principal Balance of the Class M-8 Certificates immediately prior to such
Distribution Date over (y) the lesser of (A) the product of (i) 91.90% and (ii)
the aggregate Stated Principal Balance of the Mortgage Loans as of the last day
of the related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period) and (B) the aggregate Stated Principal Balance of the Mortgage Loans as
of the last day of the related Due Period (after giving effect to scheduled
payments of principal due during the related Due Period, to the extent received
or advanced, and unscheduled collections of principal received during the
related Prepayment Period) minus $6,000,002.19.

                  "Class M-9 Certificate": Any one of the Class M-9 Certificates
executed by the Trustee, and authenticated and delivered by the Certificate
Registrar, substantially in the form annexed hereto as Exhibit A-M-9 and
evidencing a Regular Interest in REMIC II for purposes of the REMIC Provisions.



                                       14
<PAGE>


                  "Class M-9 Principal Distribution Amount": With respect to any
Distribution Date, an amount, not less than zero, equal to the lesser of (I) the
Certificate Principal Balance of the Class M-9 Certificates immediately prior to
such Distribution Date and (II) the excess of (x) the sum of (i) the aggregate
Certificate Principal Balance of the Class A Certificates (after taking into
account the payment of the Class A Principal Distribution Amount on such
Distribution Date), (ii) the Certificate Principal Balance of the Class M-1
Certificates (after taking into account the payment of the Class M-1 Principal
Distribution Amount on such Distribution Date), (iii) the Certificate Principal
Balance of the Class M-2 Certificates (after taking into account the payment of
the Class M-2 Principal Distribution Amount on such Distribution Date), (iv) the
Certificate Principal Balance of the Class M-3 Certificates (after taking into
account the payment of the Class M-3 Principal Distribution Amount on such
Distribution Date), (v) the Certificate Principal Balance of the Class M-4
Certificates (after taking into account the payment of the Class M-4 Principal
Distribution Amount on such Distribution Date), (vi) the Certificate Principal
Balance of the Class M-5 Certificates (after taking into account the payment of
the Class M-5 Principal Distribution Amount on such Distribution Date), (vii)
the Certificate Principal Balance of the Class M-6 Certificates (after taking
into account the payment of the Class M-6 Principal Distribution Amount on such
Distribution Date), (viii) the Certificate Principal Balance of the Class M-7
Certificates (after taking into account the payment of the Class M-7 Principal
Distribution Amount on such Distribution Date), (ix) and the Certificate
Principal Balance of the Class M-8 Certificates (after taking into account the
payment of the Class M-8 Principal Distribution Amount on such Distribution
Date) and (x) the Certificate Principal Balance of the Class M-9 Certificates
immediately prior to such Distribution Date over (y) the lesser of (A) the
product of (i) 94.10% and (ii) the aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of the related Due Period (after giving effect
to scheduled payments of principal due during the related Due Period, to the
extent received or advanced, and unscheduled collections of principal received
during the related Prepayment Period) and (B) the aggregate Stated Principal
Balance of the Mortgage Loans as of the last day of the related Due Period
(after giving effect to scheduled payments of principal due during the related
Due Period, to the extent received or advanced, and unscheduled collections of
principal received during the related Prepayment Period) minus $6,000,002.19.

                  "Class M-10 Certificate": Any one of the Class M-10
Certificates executed by the Trustee, and authenticated and delivered by the
Certificate Registrar, substantially in the form annexed hereto as Exhibit
A-M-10 and evidencing a Regular Interest in REMIC II for purposes of the REMIC
Provisions.

                  "Class M-10 Principal Distribution Amount": With respect to
any Distribution Date, an amount, not less than zero, equal to the lesser of (I)
the Certificate Principal Balance of the Class M-10 Certificates immediately
prior to such Distribution Date and (II) the excess of (x) the sum of (i) the
aggregate Certificate Principal Balance of the Class A Certificates (after
taking into account the payment of the Class A Principal Distribution Amount on
such Distribution Date), (ii) the Certificate Principal Balance of the Class M-1
Certificates (after taking into account the payment of the Class M-1 Principal
Distribution Amount on such Distribution Date), (iii) the Certificate Principal
Balance of the Class M-2 Certificates (after taking into account the payment of
the Class M-2 Principal Distribution Amount on such Distribution Date), (iv) the
Certificate Principal Balance of the Class M-3 Certificates (after



                                       15
<PAGE>


taking into account the payment of the Class M-3 Principal Distribution Amount
on such Distribution Date), (v) the Certificate Principal Balance of the Class
M-4 Certificates (after taking into account the payment of the Class M-4
Principal Distribution Amount on such Distribution Date), (vi) the Certificate
Principal Balance of the Class M-5 Certificates (after taking into account the
payment of the Class M-5 Principal Distribution Amount on such Distribution
Date), (vii) the Certificate Principal Balance of the Class M-6 Certificates
(after taking into account the payment of the Class M-6 Principal Distribution
Amount on such Distribution Date), (viii) the Certificate Principal Balance of
the Class M-7 Certificates (after taking into account the payment of the Class
M-7 Principal Distribution Amount on such Distribution Date), (ix) and the
Certificate Principal Balance of the Class M-8 Certificates (after taking into
account the payment of the Class M-8 Principal Distribution Amount on such
Distribution Date), (x) the Certificate Principal Balance of the Class M-9
Certificates immediately prior to such Distribution Date (after taking into
account the payment of the Class M-9 Principal Distribution Amount on such
Distribution Date) and (xi) the Certificate Principal Balance of the Class M-10
Certificates immediately prior to such Distribution Date over (y) the lesser of
(A) the product of (i) 95.40% and (ii) the aggregate Stated Principal Balance of
the Mortgage Loans as of the last day of the related Due Period (after giving
effect to scheduled payments of principal due during the related Due Period, to
the extent received or advanced, and unscheduled collections of principal
received during the related Prepayment Period) and (B) the aggregate Stated
Principal Balance of the Mortgage Loans as of the last day of the related Due
Period (after giving effect to scheduled payments of principal due during the
related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period) minus
$6,000,002.19.

                  "Class M-11 Certificate": Any one of the Class M-11
Certificates executed by the Trustee, and authenticated and delivered by the
Certificate Registrar, substantially in the form annexed hereto as Exhibit
A-M-11 and evidencing a Regular Interest in REMIC II for purposes of the REMIC
Provisions.

                  "Class M-11 Principal Distribution Amount": With respect to
any Distribution Date, an amount, not less than zero, equal to the lesser of (I)
the Certificate Principal Balance of the Class M-11 Certificates immediately
prior to such Distribution Date and (II) the excess of (x) the sum of (i) the
aggregate Certificate Principal Balance of the Class A Certificates (after
taking into account the payment of the Class A Principal Distribution Amount on
such Distribution Date), (ii) the Certificate Principal Balance of the Class M-1
Certificates (after taking into account the payment of the Class M-1 Principal
Distribution Amount on such Distribution Date), (iii) the Certificate Principal
Balance of the Class M-2 Certificates (after taking into account the payment of
the Class M-2 Principal Distribution Amount on such Distribution Date), (iv) the
Certificate Principal Balance of the Class M-3 Certificates (after taking into
account the payment of the Class M-3 Principal Distribution Amount on such
Distribution Date), (v) the Certificate Principal Balance of the Class M-4
Certificates (after taking into account the payment of the Class M-4 Principal
Distribution Amount on such Distribution Date), (vi) the Certificate Principal
Balance of the Class M-5 Certificates (after taking into account the payment of
the Class M-5 Principal Distribution Amount on such Distribution Date), (vii)
the Certificate Principal Balance of the Class M-6 Certificates (after taking
into account the payment of the Class M-6 Principal Distribution Amount on such



                                       16
<PAGE>


Distribution Date), (viii) the Certificate Principal Balance of the Class M-7
Certificates (after taking into account the payment of the Class M-7 Principal
Distribution Amount on such Distribution Date), (ix) and the Certificate
Principal Balance of the Class M-8 Certificates (after taking into account the
payment of the Class M-8 Principal Distribution Amount on such Distribution
Date), (x) the Certificate Principal Balance of the Class M-9 Certificates
immediately prior to such Distribution Date (after taking into account the
payment of the Class M-9 Principal Distribution Amount on such Distribution
Date), (xi) the Certificate Principal Balance of the Class M-10 Certificates
immediately prior to such Distribution Date (after taking into account the
payment of the Class M-10 Principal Distribution Amount on such Distribution
Date) and (xii) the Certificate Principal Balance of the Class M-11 Certificates
immediately prior to such Distribution Date over (y) the lesser of (A) the
product of (i) 97.40% and (ii) the aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of the related Due Period (after giving effect
to scheduled payments of principal due during the related Due Period, to the
extent received or advanced, and unscheduled collections of principal received
during the related Prepayment Period) and (B) the aggregate Stated Principal
Balance of the Mortgage Loans as of the last day of the related Due Period
(after giving effect to scheduled payments of principal due during the related
Due Period, to the extent received or advanced, and unscheduled collections of
principal received during the related Prepayment Period) minus $6,000,002.19.

                  "Class P Certificate": Any one of the Class P Certificates
executed by the Trustee, and authenticated and delivered by the Certificate
Registrar, substantially in the form annexed hereto as Exhibit A-P, representing
the right to distributions as set forth herein and therein and evidencing a
regular interest in REMIC II for purposes of the REMIC Provisions.

                  "Class R Certificate": Any one of the Class R Certificates
executed, authenticated and delivered by the Trustee, substantially in the form
annexed hereto as Exhibit A-R and evidencing the ownership of the Class R-I
Interest and the Class R-II Interest.

                  "Class R-I Interest": The uncertificated Residual Interest in
REMIC I.

                  "Class R-II Interest": The uncertificated Residual Interest in
REMIC II.

                  "Closing Date": March 24, 2005.

                  "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 3.04(a), which shall be
entitled "Ameriquest Mortgage Company, as Master Servicer for Deutsche Bank
National Trust Company, as Trustee, in trust for the registered holders of
Ameriquest Mortgage Securities Inc., Asset-Backed Pass-Through Certificates,
Series 2005-R2." The Collection Account must be an Eligible Account.

                  "Commission": The Securities and Exchange Commission.

                  "Compensating Interest": As defined in Section 4.03(e) hereof.



                                       17
<PAGE>


                  "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, California 92705-4934, or at such other address as the Trustee may
designate from time to time by notice to the Certificateholders, the Depositor
and the Master Servicer.

                  "Corresponding Certificate": With respect to each REMIC I
Regular Interest, as follows:

                REMIC I Regular Interest                   Class
            --------------------------------             ---------
           REMIC I Regular Interest I-LTA1A                 A-1A
           REMIC I Regular Interest I-LTA1B                 A-1B
           REMIC I Regular Interest I-LTA2A                 A-2A
           REMIC I Regular Interest I-LTA2B                 A-2B
           REMIC I Regular Interest I-LTA3A                 A-3A
           REMIC I Regular Interest I-LTA3B                 A-3B
           REMIC I Regular Interest I-LTA3C                 A-3C
           REMIC I Regular Interest I-LTA4C                 A-3D
           REMIC I Regular Interest I-LTM1                   M-1
           REMIC I Regular Interest I-LTM2                   M-2
           REMIC I Regular Interest I-LTM3                   M-3
           REMIC I Regular Interest I-LTM4                   M-4
           REMIC I Regular Interest I-LTM5                   M-5
           REMIC I Regular Interest I-LTM6                   M-6
           REMIC I Regular Interest I-LTM7                   M-7
           REMIC I Regular Interest I-LTM8                   M-8
           REMIC I Regular Interest I-LTM9                   M-9
           REMIC I Regular Interest I-LTM10                 M-10
           REMIC I Regular Interest I-LTM11                 M-11
           REMIC I Regular Interest I-LTP                     P

                  "Credit Enhancement Percentage": For any Distribution Date and
the Class A Certificates and any Class of Mezzanine Certificates, the percentage
equivalent of a fraction, calculated after taking into account distribution of
the Group I Principal Distribution Amount, the Group II Principal Distribution
Amount and the Group III Principal Distribution Amount to the Certificates then
entitled to distributions of principal on such Distribution Date, the numerator
of which is the sum of the aggregate Certificate Principal Balance of the
Classes of Certificates with a lower distribution priority than such Class, and
the denominator of which is the aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of the related Due Period (after giving effect
to scheduled payments of principal due during the related Due Period, to the
extent received or advanced, and unscheduled collections of principal received
during the related Prepayment Period).

                  "Cumulative Loss Percentage": With respect to any Distribution
Date, the percentage equivalent of a fraction, the numerator of which is the
aggregate amount of Realized Losses incurred from the Cut-off Date to the last
day of the preceding calendar month (reduced by the aggregate amount of
Subsequent Recoveries received from the Cut-off Date through the



                                       18
<PAGE>


last day of the related Due Period) and the denominator of which is the the
aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date.

                  "Custodian": A Custodian, which shall initially be Deutsche
Bank National Trust Company.

                  "Cut-off Date": With respect to any Mortgage Loan, the close
of business on March 1, 2005. With respect to all Qualified Substitute Mortgage
Loans, their respective dates of substitution. References herein to the "Cut-off
Date," when used with respect to more than one Mortgage Loan, shall be to the
respective Cut-off Dates for such Mortgage Loans.

                  "DBRS": Dominion Bond Rating Services, Inc. or its successor
in interest.

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

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

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

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

                  "Delinquency Percentage": With respect to any Distribution
Date, the percentage equivalent of a fraction, the numerator of which is the
aggregate Stated Principal Balance of all Mortgage Loans as of the last day of
the previous calendar month that, as of such last day of the previous calendar
month, are 60 or more days delinquent (measured under the OTS delinquency
calculation methodology and with respect to modifications, measured as set forth
below), are in foreclosure, have been converted to REO Properties or have been
discharged by reason of bankruptcy, and the denominator of which is the
aggregate Stated Principal Balance of the Mortgage Loans and REO Properties as
of the last day of the previous calendar month; provided, however, that any
Mortgage Loan purchased by the Master Servicer or the NIMS Insurer pursuant to
Section 3.16 shall not be included in either the numerator or the denominator
for purposes of calculating the Delinquency Percentage.

                  "Depositor": Ameriquest Mortgage Securities Inc., a Delaware
corporation, or its successor in interest.

                  "Depository": The Depository Trust Company, or any successor
Depository hereafter named. The nominee of the initial Depository, for purposes
of registering those Certificates that are to be Book-Entry Certificates, is
Cede & Co. The Depository shall at all times be a "clearing corporation" as
defined in Section 8-102(3) of the Uniform Commercial



                                       19
<PAGE>


Code of the State of New York and a "clearing agency" registered pursuant to the
provisions of Section 17A of the Securities Exchange Act of 1934, as amended.

                  "Depository Institution": Any depository institution or trust
company, including the Trustee, that (a) is incorporated under the laws of the
United States of America or any State thereof, (b) is subject to supervision and
examination by federal or state banking authorities and (c) has outstanding
unsecured commercial paper or other short-term unsecured debt obligations that
are rated "P-1" by Moody's, "F-1" by Fitch, "A-1" by S&P and "R-1 (highest)" by
DBRS, if rated by DBRS (or comparable ratings if Moody's, Fitch, S&P and DBRS
are not the Rating Agencies).

                  "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": With respect to each Distribution Date,
the 10th day of the calendar month in which such Distribution Date occurs or, if
such 10th day is not a Business Day, the Business Day immediately preceding such
10th day.

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



                                       20
<PAGE>


                  "Distribution Account": The trust account or accounts created
and maintained by the Trustee pursuant to Section 3.04(e), which shall be
entitled "Deutsche Bank National Trust Company, as Trustee, in trust for the
registered Holders of Ameriquest Mortgage Securities Inc., Asset-Backed
Pass-Through Certificates, Series 2005-R2." The Distribution Account must be an
Eligible Account.

                  "Distribution Date": The 25th day of any month, or if such
25th day is not a Business Day, the next succeeding Business Day, commencing in
April 2005.

                  "Due Date": With respect to each Distribution Date, the first
day of the calendar month in which such Distribution Date occurs, which is the
day of the month on which the Monthly Payment is due on a Mortgage Loan,
exclusive of any days of grace.

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

                  "Eligible Account": Any of (i) an account or accounts
maintained with a Depository Institution or trust company the short-term
unsecured debt obligations of which are rated "F-1" by Fitch, "P-1" by Moody's,
"R-1 (highest)" by DBRS and "A-1+" by S&P (or comparable ratings if Fitch,
Moody's, DBRS and S&P are not the Rating Agencies) 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 or (iii) a trust account or accounts maintained with
the corporate trust department of a federal or state chartered depository
institution or trust company acting in its fiduciary capacity. Eligible Accounts
may bear interest.

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

                  "Escrow Account": The account or accounts created and
maintained pursuant to Section 3.04(c).

                  "Escrow Payments": The amounts constituting taxes, and/or fire
and hazard insurance premiums escrowed by the Mortgagor with the mortgagee
pursuant to a voluntary escrow agreement related to any Mortgage Loan.

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

                  "Excess Overcollateralized Amount": With respect to the Class
A Certificates and the Mezzanine Certificates and any Distribution Date, the
excess, if any, of (i) the Overcollateralized Amount for such Distribution Date
(calculated for this purpose only after assuming that 100% of the Principal
Remittance Amount on such Distribution Date has been distributed) over (ii) the
Overcollateralization Target Amount for such Distribution Date.

                  "Expense Adjusted Net Maximum Mortgage Rate": With respect to
any Mortgage Loan (or the related REO Property), as of any date of
determination, a per annum rate of interest equal to the applicable Maximum
Mortgage Rate (or the Mortgage Rate for such


                                       21
<PAGE>


Mortgage Loan in the case of any Fixed-Rate Mortgage Loan) as of the first day
of the month preceding the month in which the Distribution Date occurs minus the
sum of (i) the Trustee Fee Rate and (ii) the Servicing Fee Rate.

                  "Expense Adjusted Net Mortgage Rate": With respect to any
Mortgage Loan (or the related REO Property), as of any date of determination, a
per annum rate of interest equal to the applicable Mortgage Rate thereon as of
the first day of the month preceding the month in which the Distribution Date
occurs minus the sum of (i) the Trustee Fee Rate and (ii) the Servicing Fee
Rate.

                   "Extraordinary Trust Fund Expense": Any amounts reimbursable
to the Trustee, or any director, officer, employee or agent of the Trustee, from
the Trust Fund pursuant to Section 8.05, any amounts payable from the
Distribution Account in respect of taxes pursuant to Section 10.01(g)(iii) and
any amounts payable by the Trustee for the recording of the Assignments pursuant
to Section 2.01.

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

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

                  "Final Recovery Determination": With respect to any defaulted
Mortgage Loan or any REO Property (other than a Mortgage Loan or REO Property
purchased by the Seller, the Depositor or the Master Servicer pursuant to or as
contemplated by Section 2.03, Section 3.16(a) or Section 9.01), a determination
made by the Master Servicer that all Insurance Proceeds, Liquidation Proceeds
and other payments or recoveries which the Master Servicer, in its reasonable
good faith judgment, expects to be finally recoverable in respect thereof have
been so recovered. The Master Servicer shall maintain records, prepared by a
Servicing Officer, of each Final Recovery Determination made thereby.

                  "Final Stated Maturity Date": The Distribution Date occurring
in April 2035.

                  "Fitch": Fitch Ratings, or its successor in interest.

                  "Fixed-Rate Certificates": None.

                  "Fixed-Rate Mortgage Loan": Each of the Mortgage Loans
identified on the Mortgage Loan Schedule as having a fixed Mortgage Rate.

                  "Formula Rate": For any Distribution Date and each Class of
Adjustable-Rate Certificates, the lesser of (i) One-Month LIBOR plus the related
Certificate Margin and (ii) the related Maximum Cap Rate.

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



                                       22
<PAGE>


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

                  "Group I Allocation Percentage": With respect to the Group I
Certificates and any Distribution Date, the percentage equivalent of a fraction,
the numerator of which is (x) the Group I Principal Remittance Amount for such
Distribution Date and the denominator of which is (y) the Principal Remittance
Amount for such Distribution Date.

                  "Group I Certificates": The Class A-1A and Class A-1B
Certificates.

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

                  "Group I Mortgage Loan": A Mortgage Loan assigned to Loan
Group I. All Group I Mortgage Loans have a principal balance at origination that
conforms to Fannie Mae and Freddie Mac loan limits.

                  "Group I Principal Distribution Amount": With respect to any
Distribution Date, the sum of (i) the principal portion of each Monthly Payment
on the Group I Mortgage Loans due during the related Due Period, to the extent
received on or prior to the related Determination Date or advanced prior to such
Distribution Date; (ii) the Stated Principal Balance of any Group I Mortgage
Loan that was purchased during the related Prepayment Period pursuant to or as
contemplated by Section 2.03, Section 3.16(a) or Section 9.01 and the amount of
any shortfall deposited in the Collection Account in connection with the
substitution of a Deleted Mortgage Loan in Loan Group I pursuant to Section 2.03
during the related Prepayment Period; (iii) the principal portion of all other
unscheduled collections (including, without limitation, Principal Prepayments,
Insurance Proceeds, Liquidation Proceeds, Subsequent Recoveries and REO
Principal Amortization) received during the related Prepayment Period on the
Group I Mortgage Loans, net of any portion thereof that represents a recovery of
principal for which an Advance was made by the Master Servicer pursuant to
Section 4.03 in respect of a preceding Distribution Date; and (iv) the Group I
Allocation Percentage of the amount of any Overcollateralization Increase Amount
for such Distribution Date; MINUS (v) the Group I Allocation Percentage of the
amount of any Overcollateralization Reduction Amount for such Distribution Date.
In no event shall the Group I Principal Distribution Amount with respect to any
Distribution Date be (x) less than zero or (y) greater than the then outstanding
aggregate Certificate Principal Balance of the Class A and Mezzanine
Certificates.

                  "Group I Principal Remittance Amount": With respect to any
Distribution Date, the sum of the amounts described in clauses (i) through (iii)
of the definition of Group I Principal Distribution Amount.

                  "Group II Allocation Percentage": With respect to the Group II
Certificates and any Distribution Date, the percentage equivalent of a fraction,
the numerator of which is (x) the



                                       23
<PAGE>


Group II Principal Remittance Amount for such Distribution Date and the
denominator of which is (y) the Principal Remittance Amount for such
Distribution Date.

                  "Group II Certificates": The Class A-2A and Class A-2B
Certificates.

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

                  "Group II Mortgage Loan": A Mortgage Loan assigned to Loan
Group II. All with a principal balance at origination that may or may not
conform to Fannie Mae or Freddie Mac loan limits.

                  "Group II Principal Distribution Amount": With respect to any
Distribution Date, the sum of (i) the principal portion of each Monthly Payment
on the Group II Mortgage Loans due during the related Due Period, to the extent
received on or prior to the related Determination Date or advanced prior to such
Distribution Date; (ii) the Stated Principal Balance of any Group II Mortgage
Loan that was purchased during the related Prepayment Period pursuant to or as
contemplated by Section 2.03, Section 3.16(a) or Section 9.01 and the amount of
any shortfall deposited in the Collection Account in connection with the
substitution of a Deleted Mortgage Loan in Loan Group II pursuant to Section
2.03 during the related Prepayment Period; (iii) the principal portion of all
other unscheduled collections (including, without limitation, Principal
Prepayments, Insurance Proceeds, Liquidation Proceeds, Subsequent Recoveries and
REO Principal Amortization) received during the related Prepayment Period on the
Group II Mortgage Loans, net of any portion thereof that represents a recovery
of principal for which an Advance was made by the Master Servicer pursuant to
Section 4.03 in respect of a preceding Distribution Date and (iv) the Group II
Allocation Percentage of the amount of any Overcollateralization Increase Amount
for such Distribution Date; MINUS (v) the Group II Allocation Percentage of the
amount of any Overcollateralization Reduction Amount for such Distribution Date.
In no event shall the Group II Principal Distribution Amount with respect to any
Distribution Date be (x) less than zero or (y) greater than the then outstanding
aggregate Certificate Principal Balance of the Class A and Mezzanine
Certificates.

                  "Group II Principal Remittance Amount": With respect to any
Distribution Date, the sum of the amounts described in clauses (i) through (iii)
of the definition of Group II Principal Distribution Amount.

                  "Group III Allocation Percentage": With respect to the Group
III Certificates and any Distribution Date, the percentage equivalent of a
fraction, the numerator of which is (x) the Group III Principal Remittance
Amount for such Distribution Date and the denominator of which is (y) the
Principal Remittance Amount for such Distribution Date.

                  "Group III Certificates": The Class A-3A, Class A-3B, Class
A-3C and Class A-3D Certificates.



                                       24
<PAGE>


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

                  "Group III Mortgage Loan": A Mortgage Loan assigned to Loan
Group III. All Group III Mortgage Loans have a principal balance at origination
that may or may not conform to Fannie Mae and Freddie Mac loan limits.

                  "Group III Principal Distribution Amount": With respect to any
Distribution Date, the sum of: (i) the principal portion of each Monthly Payment
on the Group III Mortgage Loans due during the related Due Period, to the extent
received on or prior to the related Determination Date or advanced prior to such
Distribution Date; (ii) the Stated Principal Balance of any Group III Mortgage
Loan that was purchased during the related Prepayment Period pursuant to or as
contemplated by Section 2.03, Section 3.16 or Section 9.01 and the amount of any
shortfall deposited in the Collection Account in connection with the
substitution of a Deleted Mortgage Loan in Loan Group III pursuant to Section
2.03 during the related Prepayment Period; (iii) the principal portion of all
other unscheduled collections (including, without limitation, Principal
Prepayments, Subsequent Recoveries, Insurance Proceeds, Liquidation Proceeds and
REO Principal Amortization) received during the related Prepayment Period on the
Group III Mortgage Loans, net of any portion thereof that represents a recovery
of principal for which an Advance was made by the Master Servicer pursuant to
Section 4.03 in respect of a preceding Distribution Date and (iv) the Group III
Allocation Percentage of the amount of any Overcollateralization Increase Amount
for such Distribution Date; MINUS (v) the Group III Allocation Percentage of the
amount of any Overcollateralization Reduction Amount for such Distribution Date.
In no event shall the Group III Principal Distribution Amount with respect to
any Distribution Date be (x) less than zero or (y) greater than the then
outstanding aggregate Certificate Principal Balance of the Class A and Mezzanine
Certificates.

                  "Group III Principal Remittance Amount": With respect to any
Distribution Date, the sum of the amounts described in clauses (i) through (iii)
of the definition of Group III Principal Distribution Amount.

                  "Highest Priority": As of any date of determination, the Class
of Mezzanine Certificates then outstanding with a Certificate Principal Balance
greater than zero, with the highest priority for payments pursuant to Section
4.01, in the following order of decreasing priority: the Class M-1 Certificates,
the Class M-2 Certificates, the Class M-3 Certificates, the Class M-4
Certificates, the Class M-5 Certificates, the Class M-6 Certificates, the Class
M-7 Certificates, the Class M-8 Certificates, the Class M-9 Certificates, the
Class M-10 Certificates and the Class M-11 Certificates.

                  "HOEPA": The Home Ownership and Equity Protection Act of 1994.

                  "Indenture": An indenture relating to the issuance of notes
secured by all or a portion of the Class CE Certificates, the Class P
Certificates and/or the Class R Certificates, which may or may not be guaranteed
by the NIMS Insurer.



                                       25
<PAGE>


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

                  "Independent Contractor": Either (i) any Person (other than
the Master Servicer) that would be an "independent contractor" with respect to
REMIC I within the meaning of Section 856(d)(3) of the Code if such 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 such REMIC
does not receive or derive any income from such Person and provided that the
relationship between such Person and such 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 shall 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 Adjustable-Rate Mortgage Loan
and each related Adjustment Date, the average of the interbank offered rates for
six-month United States dollar deposits in the London market as published in THE
WALL STREET JOURNAL and as most recently available as of the first business day
45 days or more prior to such Adjustment Date, as specified in the related
Mortgage Note.

                  "Insurance Proceeds": Proceeds of any title policy, hazard
policy or other insurance policy covering a Mortgage Loan, to the extent such
proceeds are not to be applied to the restoration of the related Mortgaged
Property or released to the Mortgagor in accordance with the 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 Accrual Period": With respect to any Distribution
Date and the Adjustable-Rate Certificates, the period commencing on the
Distribution Date in the month immediately preceding the month in which such
Distribution Date occurs (or, in the case of the first Distribution Date,
commencing on the Closing Date) and ending on the day preceding such
Distribution Date. With respect to any Distribution Date and the Class CE
Certificates and the REMIC I Regular Interests, the one-month period ending on
the last day of the calendar month preceding the month in which such
Distribution Date occurs.



                                       26
<PAGE>


                  "Interest Carry Forward Amount": With respect to any
Distribution Date and any Class of Class A Certificates or Mezzanine
Certificates, the sum of (i) the amount, if any, by which (a) the Interest
Distribution Amount for such Class of Certificates as of the immediately
preceding Distribution Date exceeded (b) the actual amount distributed on such
Class of Certificates in respect of interest on such immediately preceding
Distribution Date and (ii) the amount of any Interest Carry Forward Amount for
such Class of Certificates remaining undistributed from the previous
Distribution Date, plus accrued interest thereon calculated at the related
Pass-Through Rate for the most recently ended Interest Accrual Period.

                  "Interest Determination Date": With respect to the
Adjustable-Rate Certificates, and solely for purposes of calculating the Marker
Rate, REMIC I Regular Interest I-LTA1A, REMIC I Regular Interest I-LTA1B, REMIC
I Regular Interest I-LTA2A, REMIC I Regular Interest I-LTA2B, REMIC I Regular
Interest I-LTA3A, REMIC I Regular Interest I-LTA3B, REMIC I Regular Interest
I-LTA3C, REMIC I Regular Interest I-LTA3D, REMIC I Regular Interest I-LTM1,
REMIC I Regular Interest I-LTM2, REMIC I Regular Interest I-LTM3, REMIC I
Regular Interest I-LTM4, REMIC I Regular Interest I-LTM5, REMIC I Regular
Interest I-LTM6, REMIC I Regular Interest I-LTM7, REMIC I Regular Interest
I-LTM8, REMIC I Regular Interest I-LTM9, REMIC I Regular Interest I-LTM10 and
REMIC I Regular Interest I-LTM11 and any Interest Accrual Period therefore
(other than the first Interest Accrual Period), the second LIBOR Business Day
preceding the commencement of such Interest Accrual Period.

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

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

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

                  "Liquidation Event": With respect to any Mortgage Loan, any of
the following events: (i) such Mortgage Loan is paid in full; (ii) a Final
Recovery Determination is made as to such Mortgage Loan; or (iii) such Mortgage
Loan is removed from REMIC I by reason of its being purchased, sold or replaced
pursuant to or as contemplated by Section 2.03, Section 3.16(a) or Section 9.01.
With respect to any REO Property, either of the following events: (i) a Final
Recovery Determination is made as to such REO Property; or (ii) such REO
Property is removed from REMIC I by reason of its being purchased pursuant to
Section 9.01.



                                       27
<PAGE>


                  "Liquidation Proceeds": The amount (other than Insurance
Proceeds or amounts received in respect of the rental of any REO Property prior
to REO Disposition) received by the Master Servicer in connection with (i) the
taking of all or a part of a Mortgaged Property by exercise of the power of
eminent domain or condemnation, (ii) the liquidation of a defaulted Mortgage
Loan through a trustee's sale, foreclosure sale or otherwise or (iii) the
repurchase, substitution or sale of a Mortgage Loan or an REO Property pursuant
to or as contemplated by Section 2.03, Section 3.13, Section 3.16(a) or Section
9.01.

                  "Loan Group": Loan Group I, Loan Group II or Loan Group III,
as the context requires.

                  "Loan Group I": The group of Mortgage Loans identified in the
Mortgage Loan Schedule as having been assigned to Loan Group I.

                  "Loan Group II": The group of Mortgage Loans identified in the
Mortgage Loan Schedule as having been assigned to Loan Group II.

                  "Loan Group III": The group of Mortgage Loans identified in
the Mortgage Loan Schedule as having been assigned to Loan Group III.

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

                  "Loss Mitigation Action Plan": The policies and procedures set
forth in Exhibit I hereto relating to the realization on delinquent Mortgage
Loans, which are incorporated by reference into this Agreement and shall be
deemed a part hereof.

                  "Lost Note Affidavit": With respect to any Mortgage Loan as to
which the original Mortgage Note has been permanently lost, misplaced 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 Fund
against any loss, cost or liability resulting from the failure to deliver the
original Mortgage Note, in the form of Exhibit B hereto.

                  "Marker Rate": With respect to the Class CE Certificates and
any Distribution Date, a per annum rate equal to two (2) times the weighted
average of the REMIC I Remittance Rate for REMIC I Regular Interest I-LTA1A,
REMIC I Regular Interest I-LTA1B, REMIC I Regular Interest I-LTA2A, REMIC I
Regular Interest I-LTA2B, REMIC I Regular Interest I-LTA3A, REMIC I Regular
Interest I-LTA3B, REMIC I Regular Interest I-LTA3C, REMIC I Regular Interest
I-LTA3D, REMIC I Regular Interest I-LTM1, REMIC I Regular Interest I-LTM2, REMIC
I Regular Interest I-LTM3, REMIC I Regular Interest I-LTM4, REMIC I Regular
Interest I-LTM5, REMIC I Regular Interest I-LTM6, REMIC I Regular Interest
I-LTM7, REMIC I Regular Interest I-LTM8, REMIC I Regular Interest I-LTM9, REMIC
I Regular Interest I-LTM10, REMIC I Regular Interest I-LTM11 and REMIC I Regular
Interest I-LTZZ, with the rate on each such REMIC I Regular Interest (other than
REMIC I Regular



                                       28
<PAGE>


Interest I-LTZZ) subject to the lesser of (i) LIBOR plus the related Certificate
Margin and (ii) the related Net WAC Pass-Through Rate for the purpose of this
calculation for such Distribution Date and with the rate on REMIC I Regular
Interest I-LTZZ subject to a cap of zero for the purpose of this calculation;
provided, however, that solely for this purpose, calculations of the REMIC I
Remittance Rate and the related caps with respect to REMIC I Regular Interest
I-LTA1A, REMIC I Regular Interest I-LTA1B, REMIC I Regular Interest I-LTA2A,
REMIC I Regular Interest I-LTA2B, REMIC I Regular Interest I-LTA3A, REMIC I
Regular Interest I-LTA3B, REMIC I Regular Interest I-LTA3C, REMIC I Regular
Interest I-LTA3D, REMIC I Regular Interest I-LTM1, REMIC I Regular Interest
I-LTM2, REMIC I Regular Interest I-LTM3, REMIC I Regular Interest I-LTM4, REMIC
I Regular Interest I-LTM5, REMIC I Regular Interest I-LTM6, REMIC I Regular
Interest I-LTM7, REMIC I Regular Interest I-LTM8, REMIC I Regular Interest
I-LTM9, REMIC I Regular Interest I-LTM10 and REMIC I Regular Interest I-LTM11
shall be multiplied by a fraction, the numerator of which is the actual number
of days in the Interest Accrual Period and the denominator of which is 30.

                  "Master Servicer": Ameriquest Mortgage Company or any
successor master servicer appointed as herein provided, in its capacity as
Master Servicer hereunder.

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

                  "Master Servicer Prepayment Charge Payment Amount": The
amounts payable by the Master Servicer pursuant to Section 2.03(b) in respect of
any waived (or, with respect to subsequent changes of law, any unenforceable)
Prepayment Charges.

                  "Master Servicer Remittance Date": With respect to any
Distribution Date, 3:00 p.m. New York time on the last Business Day preceding
such Distribution Date.

                  "Master Servicer Reporting Date": With respect to any
Distribution Date, 3:00 p.m. New York time on the 18th day of the calendar month
in which such Distribution Date occurs or, if such 18th day is not a Business
Day, the Business Day immediately succeeding such 18th day.

                  "Master Servicer Termination Test": With respect to any
Distribution Date, the Master Servicer Termination Test shall be failed if the
Cumulative Loss Percentage exceeds 4.00%.

                  "Maximum Cap Rate": For any Distribution Date with respect to
the Group I Certificates, a per annum rate equal to the sum of (i) the product
of (x) the weighted average of the Expense Adjusted Net Maximum Mortgage Rates
of the Group I Mortgage Loans, weighted on the basis of the outstanding Stated
Principal Balances of the Group I Mortgage Loans as of the first day of the
month preceding the month of such Distribution Date (after giving effect to
scheduled payments of principal due during the related Due Period, to the extent
received or advanced, and unscheduled collections of principal received during
the related Prepayment Period) and (y) a fraction, the numerator of which is 30
and the denominator of which is the actual number of days elapsed in the related
Interest Accrual Period and (ii) the related Cap



                                       29
<PAGE>


Contract Excess. If the aggregate Certificate Principal Balance of the
applicable Certificates exceeds the applicable notional balance for such
Distribution Date, the Cap Contract Excess is to be adjusted by multiplying the
applicable Cap Contract Excess by a fraction, the numerator of which is the
applicable notional balance for such Distribution Date and the denominator of
which is the aggregate Certificate Principal Balance of the Group I Certificates
immediately prior to such Distribution Date.

         For any Distribution Date with respect to the Group II Certificates, a
per annum rate equal to the sum of (i) the product of (x) the weighted average
of the Expense Adjusted Net Maximum Mortgage Rates of the Group II Mortgage
Loans, weighted on the basis of the outstanding Stated Principal Balances of the
Group II Mortgage Loans as of the first day of the month preceding the month of
such Distribution Date (after giving effect to scheduled payments of principal
due during the related Due Period, to the extent received or advanced, and
unscheduled collections of principal received during the related Prepayment
Period) and (y) a fraction, the numerator of which is 30 and the denominator of
which is the actual number of days elapsed in the related Interest Accrual
Period and (ii) the related Cap Contract Excess. If the aggregate Certificate
Principal Balance of the applicable Certificates exceeds the applicable notional
balance for such Distribution Date, the Cap Contract Excess is to be adjusted by
multiplying the applicable Cap Contract Excess by a fraction, the numerator of
which is the applicable notional balance for such Distribution Date and the
denominator of which is the aggregate Certificate Principal Balance of the Group
II Certificates immediately prior to such Distribution Date.

         For any Distribution Date with respect to the Group III Certificates, a
per annum rate equal to the sum of (i) the product of (x) the weighted average
of the Expense Adjusted Net Maximum Mortgage Rates of the Group III Mortgage
Loans, weighted on the basis of the outstanding Stated Principal Balances of the
Group III Mortgage Loans as of the first day of the month preceding the month of
such Distribution Date (after giving effect to scheduled payments of principal
due during the related Due Period, to the extent received or advanced, and
unscheduled collections of principal received during the related Prepayment
Period) and (y) a fraction, the numerator of which is 30 and the denominator of
which is the actual number of days elapsed in the related Interest Accrual
Period and (ii) the related Cap Contract Excess. If the aggregate Certificate
Principal Balance of the applicable Certificates exceeds the applicable notional
balance for such Distribution Date, the Cap Contract Excess is to be adjusted by
multiplying the applicable Cap Contract Excess by a fraction, the numerator of
which is the applicable notional balance for such Distribution Date and the
denominator of which is the aggregate Certificate Principal Balance of the Group
III Certificates immediately prior to such Distribution Date.

         For any Distribution Date with respect to the Mezzanine Certificates, a
per annum rate equal to the sum of (i) the product of (x) the weighted average
(weighted on the basis of the results of subtracting from the aggregate Stated
Principal Balance of the applicable Loan Group, the current Certificate
Principal Balance of the related Class A Certificates) of the weighted average
of the Expense Adjusted Net Maximum Mortgage Rates of the Group I Mortgage
Loans, the Group II Mortgage Loans and the Group III Mortgage Loans, in each
case, weighted on the basis of the outstanding Stated Principal Balances of the
related Mortgage Loans as of the first



                                       30
<PAGE>


day of the month preceding the month of such Distribution Date (after giving
effect to scheduled payments of principal due during the related Due Period, to
the extent received or advanced, and unscheduled collections of principal
received during the related Prepayment Period) and (y) a fraction, the numerator
of which is 30 and the denominator of which is the actual number of days elapsed
in the related Interest Accrual Period and (ii) the related Cap Contract Excess.
If the aggregate Certificate Principal Balance of the applicable Certificates
exceeds the applicable notional balance for such Distribution Date, the Cap
Contract Excess is to be adjusted by multiplying the applicable Cap Contract
Excess by a fraction, the numerator of which is the applicable notional balance
for such Distribution Date and the denominator of which is the aggregate
Certificate Principal Balance of the Mezzanine Certificates immediately prior to
such Distribution Date.

                  "Maximum I-LTZZ Uncertificated Interest Deferral Amount": With
respect to any Distribution Date, the excess of (i) accrued interest at the
REMIC I Remittance Rate applicable to REMIC I Regular Interest I-LTZZ for such
Distribution Date on a balance equal to the Uncertificated Balance of REMIC I
Regular Interest I-LTZZ minus the REMIC I Overcollateralization Amount, in each
case for such Distribution Date, over (ii) Uncertificated Interest on REMIC I
Regular Interest I-LTA1A, REMIC I Regular Interest I-LTA1B, REMIC I Regular
Interest I-LTA2A, REMIC I Regular Interest I-LTA2B, REMIC I Regular Interest
I-LTA3A, REMIC I Regular Interest I-LTA3B, REMIC I Regular Interest I-LTA3C,
REMIC I Regular Interest I-LTA3D, REMIC I Regular Interest I-LTM1, REMIC I
Regular Interest I-LTM2, REMIC I Regular Interest I-LTM3, REMIC I Regular
Interest I-LTM4, REMIC I Regular Interest I-LTM5, REMIC I Regular Interest
I-LTM6, REMIC I Regular Interest I-LTM7, REMIC I Regular Interest I-LTM8, REMIC
I Regular Interest I-LTM9, REMIC I Regular Interest I-LTM10 and REMIC I Regular
Interest I-LTM11 for such Distribution Date, with the rate on each such REMIC I
Regular Interest subject to a cap equal to the lesser of (i) LIBOR plus the
related Certificate Margin and (ii) the related Net WAC Pass-Through Rate;
provided, however, that solely for this purpose, calculations of the REMIC I
Remittance Rate and the related caps with respect to REMIC I Regular Interest
I-LTA1A, REMIC I Regular Interest I-LTA1B, REMIC I Regular Interest I-LTA2A,
REMIC I Regular Interest I-LTA2B, REMIC I Regular Interest I-LTA3A, REMIC I
Regular Interest I-LTA3B, REMIC I Regular Interest I-LTA3C, REMIC I Regular
Interest I-LTA3D, REMIC I Regular Interest I-LTM1, REMIC I Regular Interest
I-LTM2, REMIC I Regular Interest I-LTM3, REMIC I Regular Interest I-LTM4, REMIC
I Regular Interest I-LTM5, REMIC I Regular Interest I-LTM6, REMIC I Regular
Interest I-LTM7, REMIC I Regular Interest I-LTM8, REMIC I Regular Interest
I-LTM9, REMIC I Regular Interest I-LTM10 and REMIC I Regular Interest I-LTM11
shall be multiplied by a fraction, the numerator of which is the actual number
of days in the Interest Accrual Period and the denominator of which is 30.

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

                  "Mezzanine Cap Contract": The cap contract between Deutsche
Bank National Trust Company, as Trustee and the counterparty thereunder, which
is for the benefit of the Holders of the Mezzanine Certificates, a form of which
is attached hereto as Exhibit H.



                                       31
<PAGE>


                  "Mezzanine Certificate": Any one of the Class M-1
Certificates, Class M-2 Certificates, Class M-3 Certificates, Class M-4
Certificates, Class M-5 Certificates, Class M-6 Certificates, Class M-7
Certificates, Class M-8 Certificates, Class M-9 Certificates, Class M-10
Certificates and Class M-11 Certificates.

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

                  "Monthly Payment": With respect to any Mortgage Loan, the
scheduled monthly payment of principal and interest on such Mortgage Loan which
is payable by the related Mortgagor from time to time under the related Mortgage
Note, determined: (a) after giving effect to (i) any Deficient Valuation and/or
Debt Service Reduction with respect to such Mortgage Loan and (ii) any reduction
in the amount of interest collectible from the related Mortgagor pursuant to the
Relief Act; (b) without giving effect to any extension granted or agreed to by
the Master Servicer pursuant to Section 3.02; and (c) on the assumption that all
other amounts, if any, due under such Mortgage Loan are paid when due.

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

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

                  "Mortgage File": The mortgage documents listed in Section 2.01
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 loan transferred and assigned
to the Trustee pursuant to Section 2.01 or Section 2.03(d) of this Agreement, as
held from time to time as a part of REMIC I, the Mortgage Loans so held being
identified in the Mortgage Loan Schedule.

                   "Mortgage Loan Purchase Agreement": The agreement between the
Seller and the Depositor, regarding the transfer of the Mortgage Loans by the
Seller to or at the direction of the Depositor, substantially in the form of
Exhibit D annexed hereto.

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

                  (1)      the Seller's Mortgage Loan identifying number;

                  (2)      [Reserved];

                  (3)      the state and zip code of the Mortgaged Property;



                                       32
<PAGE>


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

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

                  (6)      the original months to maturity;

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

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

                  (9)      the date on which the first Monthly Payment was due
         on the Mortgage Loan;

                  (10)     the stated maturity date;

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

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

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

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

                  (15)     with respect to the Adjustable-Rate Mortgage Loans,
         the Gross Margin;

                  (16)     a code indicating the purpose of the Mortgage Loan
         (I.E., purchase, refinance debt consolidation cashout, or refinance
         debt consolidation no cashout);

                  (17)     with respect to the Adjustable-Rate Mortgage Loans,
         the Maximum Mortgage Rate;

                  (18)     with respect to the Adjustable-Rate Mortgage Loans,
         the Minimum Mortgage Rate;

                  (19)     the Mortgage Rate at origination;

                  (20)     with respect to the Adjustable-Rate Mortgage Loans,
         the Periodic Rate Cap and the maximum first Adjustment Date Mortgage
         Rate adjustment;

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

                  (22)     with respect to the Adjustable-Rate Mortgage Loans,
         the first Adjustment Date immediately following the Cut-off Date;



                                       33
<PAGE>


                  (23)     the risk grade;

                  (24)     the Value of the Mortgaged Property;

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

                  (26)     the FICO score of the primary Mortgagor; and

                  (27)     whether the Mortgage Loan is covered by Primary
         Mortgage Insurance.

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

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

                  "Mortgage Pool": The pool of Mortgage Loans, identified on
Schedule 1 from time to time, and any REO Properties acquired in respect
thereof.

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



                                       34
<PAGE>


                  "Mortgaged Property": The underlying property identified in
the related Mortgage as securing a Mortgage Loan, including any REO Property,
consisting of an Estate in Real Property improved by a Residential Dwelling
(excluding for purposes of construing the representations or warranties made in
the Mortgage Loan Purchase Agreement, any improvements thereupon not considered
by the appraiser in determining the Value of such Mortgaged Property).

                  "Mortgagor":  The obligor on a Mortgage Note.

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

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

                  "Net WAC Pass-Through Rate": For any Distribution Date with
respect to the Group I Certificates, a per annum rate equal to the product of
(x) the weighted average of the Expense Adjusted Net Mortgage Rates of the Group
I Mortgage Loans, weighted on the basis of the outstanding Stated Principal
Balances of the Group I Mortgage Loans as of the first day of the month
preceding the month of such Distribution Date (after giving effect to scheduled
payments of principal due during the related Due Period, to the extent received
or advanced, and unscheduled collections of principal received during the
related Prepayment Period) and (y) a fraction, the numerator of which is 30 and
the denominator of which is the actual number of days elapsed in the related
Interest Accrual Period. For federal income tax purposes, the economic
equivalent of such rate shall be expressed as the weighted average of the REMIC
I Remittance Rate on REMIC I Regular Interest I-LT1GRP, weighted on the basis of
the Uncertificated Balance of such REMIC I Regular Interest.

                  For any Distribution Date with respect to the Group II
Certificates, a per annum rate equal to the product of (x) the weighted average
of the Expense Adjusted Net Mortgage Rates of the Group II Mortgage Loans,
weighted on the basis of the outstanding Stated Principal Balances of the Group
II Mortgage Loans as of the first day of the month preceding the month of such
Distribution Date (after giving effect to scheduled payments of principal due
during the related Due Period, to the extent received or advanced, and
unscheduled collections of principal received during the related Prepayment
Period) and (y) a fraction, the numerator of which is 30 and the denominator of
which is the actual number of days elapsed in the related Interest Accrual
Period. For federal income tax purposes, the economic equivalent of such rate
shall be expressed as the weighted average of the REMIC I Remittance Rate on
REMIC I Regular Interest I-LT2GRP, weighted on the basis of the Uncertificated
Balance of such REMIC I Regular Interest.

                  For any Distribution Date with respect to the Group III
Certificates, a per annum rate equal to the product of (x) the weighted average
of the Expense Adjusted Net Mortgage



                                       35
<PAGE>


Rates of the Group III Mortgage Loans, weighted on the basis of the outstanding
Stated Principal Balances of the Group III Mortgage Loans as of the first day of
the month preceding the month of such Distribution Date (after giving effect to
scheduled payments of principal due during the related Due Period, to the extent
received or advanced, and unscheduled collections of principal received during
the related Prepayment Period) and (y) a fraction, the numerator of which is 30
and the denominator of which is the actual number of days elapsed in the related
Interest Accrual Period. For federal income tax purposes, the economic
equivalent of such rate shall be expressed as the weighted average of the REMIC
I Remittance Rate on REMIC I Regular Interest I-LT3GRP, weighted on the basis of
the Uncertificated Balance of such REMIC I Regular Interest.

                  For any Distribution Date with respect to the Mezzanine
Certificates, a per annum rate equal to the product of (x) the weighted average
(weighted on the basis of the results of subtracting from the aggregate Stated
Principal Balance of the applicable Loan Group, the Certificate Principal
Balance of the related Class A Certificates) of (i) the weighted average of the
Expense Adjusted Net Mortgage Rates of the Group I Mortgage Loans as of the
first day of the month preceding the month of such Distribution Date (after
giving effect to scheduled payments of principal due during the related Due
Period, to the extent received or advanced, and unscheduled collections of
principal received during the related Prepayment Period), (ii) the weighted
average of the Expense Adjusted Net Mortgage Rates of the Group II Mortgage
Loans as of the first day of the month preceding the month of such Distribution
Date (after giving effect to scheduled payments of principal due during the
related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period and (iii)
the weighted average of the Expense Adjusted Net Mortgage Rates of the Group III
Mortgage Loans as of the first day of the month preceding the month of such
Distribution Date (after giving effect to scheduled payments of principal due
during the related Due Period, to the extent received or advanced, and
unscheduled collections of principal received during the related Prepayment
Period) and (y) a fraction, the numerator of which is 30 and the denominator of
which is the actual number of days elapsed in the related Interest Accrual
Period. For federal income tax purposes, the economic equivalent of such rate
shall be expressed as the weighted average of the REMIC I Remittance Rates on
(a) REMIC I Regular Interest I-LT1SUB, subject to a cap and a floor equal to the
weighted average of the Expense Adjusted Net Mortgage Rates of the Group I
Mortgage Loans, (b) REMIC I Regular Interest I-LT2SUB, subject to a cap and a
floor equal to the weighted average of the Expense Adjusted Net Mortgage Rates
of the Group II Mortgage Loans and (c) REMIC I Regular Interest I-LT3SUB,
subject to a cap and a floor equal to the weigthed average of the Expense
Adjusted Net Mortgage Rates of the Group III Mortgage Loans, weighted on the
basis of the Uncertificated Balance of each such REMIC I Regular Interest.

                  "Net WAC Rate Carryover Amount": With respect to any Class of
Class A Certificates and the Mezzanine Certificates and any Distribution Date,
the sum of (A) the excess, if any, of (i) the amount of interest such
Certificates would have accrued for such Distribution Date had the applicable
Pass-Through Rate been calculated at the related Formula Rate, over (ii) the
amount of interest accrued on such Certificates at the related Net WAC
Pass-Through Rate for such Distribution Date and (B) the related Net WAC Rate
Carryover Amount for the previous Distribution Date not previously paid,
together with interest thereon at a rate equal to the related



                                       36
<PAGE>


Formula Rate applicable for such Class in each case for the Interest Accrual
Period for the current Distribution Date.

                  "Net WAC Rate Carryover Reserve Account": The Net WAC Rate
Carryover Reserve Account established and maintained pursuant to Section 4.11.

                  "New Lease": Any lease of REO Property entered into on behalf
of REMIC I, including any lease renewed or extended on behalf of REMIC I, if
REMIC I has the right to renegotiate the terms of such lease.

                  "NIMS Insurer": Any insurer that is guaranteeing certain
payments under notes secured by collateral which includes, among other things,
all or a portion of the Class CE Certificates, the Class P Certificates and/or
the Residual Certificates.

                  "Nonrecoverable Advance": Any Advance previously made or
proposed to be made in respect of a Mortgage Loan or REO Property that, in the
good faith business judgment of the Master Servicer, will not or, in the case of
a proposed Advance, would not be ultimately recoverable from related Late
Collections, Insurance Proceeds or Liquidation Proceeds on such Mortgage Loan or
REO Property as provided herein.

                  "Nonrecoverable Servicing Advance": Any Servicing Advance
previously made or proposed to be made in respect of a Mortgage Loan or REO
Property that, in the good faith business judgment of the Master Servicer, shall
not or, in the case of a proposed Servicing Advance, would not be ultimately
recoverable from related Late Collections, Insurance Proceeds or Liquidation
Proceeds on such Mortgage Loan or REO Property as provided herein.

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

                  "Notional Amount": With respect to the Class CE Certificates
and any Distribution Date, the aggregate Uncertificated Balance of the REMIC I
Regular Interests (other than REMIC I Regular Interest I-LTP), immediately prior
to such Distribution Date.

                  "Offered Certificate": Any one of the Class A Certificates and
the Mezzanine Certificates (other than the Class M-10, Class M-11 Certificates)
issued under this Agreement.

                  "Officers' Certificate": With respect to the Depositor, a
certificate signed by the Chairman of the Board, the Vice Chairman of the Board,
the President or a vice president (however denominated), and by the Treasurer,
the Secretary, or one of the assistant treasurers or assistant secretaries. With
respect to the Master Servicer, any officer who is authorized to act for the
Master Servicer in matters relating to this Agreement, and whose action is
binding upon the Master Servicer, initially including those individuals whose
names appear on the list of authorized officers delivered at the closing.

                  "One-Month LIBOR": With respect to the Adjustable-Rate
Certificates, REMIC I Regular Interest I-LTA1A, REMIC I Regular Interest
I-LTA1B, REMIC I Regular Interest I-LTA2A, REMIC I Regular Interest I-LTA2B,
REMIC I Regular Interest I-LTA3A, REMIC I Regular Interest I-LTA3B, REMIC I
Regular Interest I-LTA3C, REMIC I Regular Interest I-



                                       37
<PAGE>


LTA3D, REMIC I Regular Interest I-LTM1, REMIC I Regular Interest I-LTM2, REMIC I
Regular Interest I-LTM3, REMIC I Regular Interest I-LTM4, REMIC I Regular
Interest I-LTM5, REMIC I Regular Interest I-LTM6, REMIC I Regular Interest
I-LTM7, REMIC I Regular Interest I-LTM8, REMIC I Regular Interest I-LTM9, REMIC
I Regular Interest I-LTM10 and REMIC I Regular Interest I-LTM11 and any Interest
Accrual Period therefor, the rate determined by the Trustee on the related
Interest Determination Date on the basis of the offered rate for one-month U.S.
dollar deposits, as such rate appears on Telerate Page 3750 as of 11:00 a.m.
(London time) on such Interest Determination Date; provided that if such rate
does not appear on Telerate Page 3750, the rate for such date shall be
determined on the basis of the offered rates of the Reference Banks for
one-month U.S. dollar deposits, as of 11:00 a.m. (London time) on such Interest
Determination Date. In such event, the Trustee shall request the principal
London office of each of the Reference Banks to provide a quotation of its rate.
If on such Interest Determination Date, two or more Reference Banks provide such
offered quotations, One-Month LIBOR for the related Interest Accrual Period
shall be the arithmetic mean of such offered quotations (rounded upwards, if
necessary, to the nearest whole multiple of 1/16%). If on such Interest
Determination Date, fewer than two Reference Banks provide such offered
quotations, One-Month LIBOR for the related Interest Accrual Period shall be the
higher of (i) LIBOR as determined on the previous Interest Determination Date
and (ii) the Reserve Interest Rate. Notwithstanding the foregoing, if, under the
priorities described above, LIBOR for an Interest Determination Date would be
based on LIBOR for the previous Interest Determination Date for the third
consecutive Interest Determination Date, the Trustee shall select, after
consultation with the Depositor and the NIMS Insurer, an alternative comparable
index (over which the Trustee has no control), used for determining one-month
Eurodollar lending rates that is calculated and published (or otherwise made
available) by an independent party.

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

                  "Optional Termination Date": The first Distribution Date on
which the aggregate Stated Principal Balance of the Mortgage Loans (and
properties acquired in respect thereof) remaining in the Trust Fund is reduced
to an amount less than 10% of the aggregate Stated Principal Balance of the
Mortgage Loans as of the Cut-off Date.

                  "Originators": Collectively, Ameriquest Mortgage Company and
Town & Country Credit Corporation.

                  "Overcollateralization Deficiency Amount": With respect to any
Distribution Date, the excess, if any, of (a) the Overcollateralization Target
Amount applicable to such Distribution Date over (b) the Overcollateralized
Amount applicable to such Distribution Date (calculated for this purpose only,
after assuming that 100% of the Principal Remittance Amount on such Distribution
Date has been distributed).




                                       38
<PAGE>


                  "Overcollateralization Increase Amount": With respect to any
Distribution Date, the lesser of (a) the Overcollateralization Deficiency Amount
as of such Distribution Date and (b) the Net Monthly Excess Cashflow for such
Distribution Date.

                  "Overcollateralization Reduction Amount": With respect to any
Distribution Date, an amount equal to the lesser of (a) the Excess
Overcollateralized Amount and (b) the Principal Remittance Amount.

                  "Overcollateralization Target Amount": With respect to any
Distribution Date (i) prior to the Stepdown Date, 1.30% of the aggregate Stated
Principal Balance of the Mortgage Loans as of the Cut-off Date, (ii) on or after
the Stepdown Date provided a Trigger Event is not in effect, the greater of (x)
2.60% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
last day of the related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received or advanced
and unscheduled collections of principal received during the related Prepayment
Period) and (y) $6,000,002.19, or (iii) on or after the Stepdown Date and if a
Trigger Event is in effect, the Overcollateralization Target Amount for the
immediately preceding Distribution Date. Notwithstanding the foregoing, on and
after any Distribution Date following the reduction of the aggregate Certificate
Principal Balance of the Class A Certificates and the Mezzanine Certificates to
zero, the Overcollateralization Target Amount shall be zero.

                  "Overcollateralized Amount": With respect to any Distribution
Date, the excess, if any, of (a) the aggregate Stated Principal Balances of the
Mortgage Loans and REO Properties immediately following such Distribution Date
(after giving effect to scheduled payments of principal due during the related
Due Period, to the extent received or advanced, and unscheduled collections of
principal received during the related Prepayment Period), over (b) the sum of
the aggregate Certificate Principal Balances of the Class A Certificates, the
Mezzanine Certificates and the Class P Certificates as of such Distribution Date
(after giving effect to distributions to be made on such Distribution 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 any Class of
Adjustable-Rate Certificates and any Distribution Date, the lesser of (x) the
related Formula Rate for such Distribution Date and (y) the related Net WAC
Pass-Through Rate for such Distribution Date. For federal income tax purposes,
the Pass-Through Rate for the Adjustable-Rate Certificates shall be calculated
without respect to any Cap Contract Excess, which such amounts, if any, shall
have been paid in respect of Net WAC Rate Carryover Amounts and paid outside of
any REMIC created herein.

                  With respect to the Class CE Certificates and any Distribution
Date, a rate per annum equal to the percentage equivalent of a fraction, the
numerator of which is the sum of the amounts calculated pursuant to clauses (A)
through (V) below, and the denominator of which is the aggregate Uncertificated
Balance of REMIC I Regular Interests I-LTAA, I-LTA1A, I-LTA1B, I-LTA2A, I-LTA2B,
I-LTA3A, I-LTA3B, I-LTA3C, I-LTA3D, I-LTM1, I-LTM2, I-



                                       39
<PAGE>


LTM3, I-LTM4, I-LTM5, I-LTM6, I-LTM7, I-LTM8, I-LTM9, I-LTM10, I-LTM11 and
I-LTZZ. For purposes of calculating the Pass-Through Rate for the Class CE
Certificates, the numerator is equal to the sum of the following components:

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

                  (B)      the REMIC I Remittance Rate for REMIC I Regular
         Interest I-LTA1A minus the Marker Rate, applied to an amount equal to
         the Uncertificated Balance of REMIC I Regular Interest I-LTA1A;

                  (C)      the REMIC I Remittance Rate for REMIC I Regular
         Interest I-LTA1B minus the Marker Rate, applied to an amount equal to
         the Uncertificated Balance of REMIC I Regular Interest I-LTA1B;

                  (D)      the REMIC I Remittance Rate for REMIC I Regular
         Interest I-LTA2A minus the Marker Rate, applied to an amount equal to
         the Uncertificated Balance of REMIC I Regular Interest I-LTA2A;

                  (E)      the REMIC I Remittance Rate for REMIC I Regular
         Interest I-LTA2B minus the Marker Rate, applied to an amount equal to
         the Uncertificated Balance of REMIC I Regular Interest I-LTA2B;

                  (F)      the REMIC I Remittance Rate for REMIC I Regular
         Interest I-LTA3A minus the Marker Rate, applied to an amount equal to
         the Uncertificated Balance of REMIC I Regular Interest I-LTA3A;

                  (G)      the REMIC I Remittance Rate for REMIC I Regular
         Interest I-LTA3B minus the Marker Rate, applied to an amount equal to
         the Uncertificated Balance of REMIC I Regular Interest I-LTA3B;

                  (H)      the REMIC I Remittance Rate for REMIC I Regular
         Interest I-LTA3C minus the Marker Rate, applied to an amount equal to
         the Uncertificated Balance of REMIC I Regular Interest I-LTA3C;

                  (I)      the REMIC I Remittance Rate for REMIC I Regular
         Interest I-LTA3D minus the Marker Rate, applied to an amount equal to
         the Uncertificated Balance of REMIC I Regular Interest I-LTA3D;

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

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



                                       40
<PAGE>


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

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

                  (N)      the REMIC I Remittance Rate for REMIC I Regular
         Interest I-LTM5 minus the Marker Rate, applied to an amount equal to
         the Uncertificated Balance of REMIC I Regular Interest I-LTM5;

                  (O)      the REMIC I Remittance Rate for REMIC I Regular
         Interest I-LTM6 minus the Marker Rate, applied to an amount equal to
         the Uncertificated Balance of REMIC I Regular Interest I-LTM6;

                  (P)      the REMIC I Remittance Rate for REMIC I Regular
         Interest I-LTM7 minus the Marker Rate, applied to an amount equal to
         the Uncertificated Balance of REMIC I Regular Interest I-LTM7;

                  (Q)      the REMIC I Remittance Rate for REMIC I Regular
         Interest I-LTM8 minus the Marker Rate, applied to an amount equal to
         the Uncertificated Balance of REMIC I Regular Interest I-LTM8;

                  (R)      the REMIC I Remittance Rate for REMIC I Regular
         Interest I-LTM9 minus the Marker Rate, applied to an amount equal to
         the Uncertificated Balance of REMIC I Regular Interest I-LTM9;

                  (S)      the REMIC I Remittance Rate for REMIC I Regular
         Interest I-LTM10 minus the Marker Rate, applied to an amount equal to
         the Uncertificated Balance of REMIC I Regular Interest I-LTM10;

                  (T)      the REMIC I Remittance Rate for REMIC I Regular
         Interest I-LTM11 minus the Marker Rate, applied to an amount equal to
         the Uncertificated Balance of REMIC I Regular Interest I-LTM11;

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

                  (V)      100% of the interest on REMIC I Regular Interest
         I-LTP.

                  "Percentage Interest": With respect to any Class of
Certificates (other than the Residual Certificates), the undivided percentage
ownership in such Class evidenced by such Certificate, expressed as a
percentage, the numerator of which is the initial Certificate Principal Balance
or Notional Amount represented by such Certificate and the denominator of which
is the aggregate initial Certificate Principal Balance or Notional Amount of all
of the Certificates of



                                       41
<PAGE>


such Class. The Class A Certificates and the Mezzanine Certificates (other than
the Class M-10 and Class M-11 Certificates) are issuable only in minimum
Percentage Interests corresponding to minimum initial Certificate Principal
Balances of $25,000 and integral multiples of $1.00 in excess thereof. The Class
M-10 and Class M-11 Certificates are issuable only in minimum Percentage
Interests corresponding to minimum initial Certificate Principal Balances of
$50,000 and integral multiples of $1.00 in excess thereof. The Class P
Certificates are issuable only in minimum Percentage Interests corresponding to
minimum initial Certificate Principal Balances of $20 and integral multiples
thereof. The Class CE Certificates are issuable only in minimum Percentage
Interests corresponding to minimum initial Notional Amount of $10,000 and
integral multiples of $1.00 in excess thereof; provided, however, that a single
Certificate of such Class of Certificates may be issued having a Percentage
Interest corresponding to the remainder of the aggregate initial Certificate
Principal Balance or Notional Amount of such Class or to an otherwise authorized
denomination for such Class plus such remainder. With respect to any Residual
Certificate, the undivided percentage ownership in such Class evidenced by such
Certificate, as set forth on the face of such Certificate. The Residual
Certificates are issuable in Percentage Interests of 20% and multiples thereof.

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

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

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

                  (ii)     demand and time deposits in, certificates of deposit
         of, or bankers' acceptances (which shall each have an original maturity
         of not more than 90 days and, in the case of bankers' acceptances,
         shall in no event have an original maturity of more than 365 days or a
         remaining maturity of more than 30 days) denominated in United States
         dollars and issued by, any Depository Institution;

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

                  (iv)     securities bearing interest or sold at a discount
         that are issued by any corporation incorporated under the laws of the
         United States of America or any state thereof and that are rated by
         each Rating Agency that rates such securities in its highest



                                       42
<PAGE>


         long-term unsecured rating categories at the time of such investment or
         contractual commitment providing for such investment;

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

                  (vi)     units of money market funds, including money market
         funds advised by the Trustee or an Affiliate thereof, that have been
         rated "Aaa" by Moody's, "AAA" by Fitch and "AAAm" by S&P; and

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

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

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

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

                  "Prepayment Assumption": As defined in the Prospectus
Supplement.

                  "Prepayment Charge": With respect to any Prepayment Period,
any prepayment premium, fee or charge payable by a Mortgagor in connection with
any Principal Prepayment pursuant to the terms of the related Mortgage Note as
from time to time held as a part of the Trust Fund, the Prepayment Charges so
held being identified in the Prepayment Charge Schedule (other than any Master
Servicer Prepayment Charge Payment Amount).



                                       43
<PAGE>


                  "Prepayment Charge Schedule": As of any date, the list of
Prepayment Charges included in the Trust Fund on such date, attached hereto as
Schedule 2 (including the prepayment charge summary attached thereto). The
Prepayment Charge Schedule shall set forth the following information with
respect to each Prepayment Charge:

                  (i)      the Master Servicer's Mortgage Loan identifying
         number;

                  (ii)     a code indicating the type of Prepayment Charge;

                  (iii)    the date on which the first Monthly Payment was due
         on the related Mortgage Loan;

                  (iv)     the term of the related Prepayment Charge;

                  (v)      the original Stated Principal Balance of the related
         Mortgage Loan; and

                  (vi)     the Stated Principal Balance of the related Mortgage
         Loan as of the Cut-off Date.

                  The Prepayment Charge Schedule shall be amended from time to
time by the Master Servicer in accordance with the provisions of this Agreement
and a copy of such amended Prepayment Charge Schedule shall be furnished by the
Master Servicer to the NIMS Insurer, if any.

                  "Prepayment Interest Excess": With respect to any Distribution
Date, for each Mortgage Loan that was the subject of a Principal Prepayment in
full during the portion of the related Prepayment Period occurring between the
first day of the calendar month in which such Distribution Date occurs and the
Determination Date of the calendar month in which such Distribution Date occurs,
an amount equal to interest (to the extent received) at the applicable Net
Mortgage Rate on the amount of such Principal Prepayment for the number of days
commencing on the first day of the calendar month in which such Distribution
Date occurs and ending on the last date through which interest is collected from
the related Mortgagor. The Master Servicer may withdraw such Prepayment Interest
Excess from the Collection Account in accordance with Section 3.05(a)(iv).

                  "Prepayment Interest Shortfall": With respect to any
Distribution Date, for each Mortgage Loan that was the subject of a Principal
Prepayment in full during the portion of the related Prepayment Period occurring
between the first day of the related Prepayment Period and the last day of the
calendar month preceding the month in which such Distribution Date occurs, an
amount equal to interest at the applicable Net Mortgage Rate on the amount of
such Principal Prepayment for the number of days commencing on the day after the
last date on which interest is collected from the related Mortgagor and ending
on the last day of the calendar month preceding such Distribution Date. The
obligations of the Master Servicer in respect of any Prepayment Interest
Shortfall are set forth in Section 4.03(e).

                  "Prepayment Period": With respect to any Distribution Date,
the period commencing on the day after the Determination Date in the calendar
month preceding the



                                       44
<PAGE>


calendar month in which such Distribution Date occurs (or, in the case of the
first Distribution Date, commencing on March 1, 2005) and ending on the
Determination Date of the calendar month in which such Distribution Date occurs.

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

                  "Principal Remittance Amount": With respect to any
Distribution Date, the sum of the (i) the Group I Principal Remittance Amount,
(ii) the Group II Principal Remittance Amount and (iii) the Group III Principal
Remittance Amount.

                  "Prospectus Supplement": The Prospectus Supplement, dated
March 18, 2005, relating to the public offering of the Offered Certificates.

                  "PTCE": A Prohibited Transaction Class Exemption.

                  "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(a) or Section 9.01, and as confirmed by an Officers' Certificate from the
Master Servicer to the Trustee, an amount equal to the sum of (i) 100% of the
Stated Principal Balance thereof as of the date of purchase (or such other price
as provided in Section 9.01), (ii) in the case of (x) a Mortgage Loan, accrued
interest on such Stated Principal Balance at the applicable Net Mortgage Rate in
effect from time to time from the Due Date as to which interest was last covered
by a payment by the Mortgagor or an Advance by the Master Servicer, which
payment or Advance had as of the date of purchase been distributed pursuant to
Section 4.01, through the end of the calendar month in which the purchase is to
be effected and (y) an REO Property, the sum of (1) accrued interest on such
Stated Principal Balance at the applicable Net Mortgage Rate in effect from time
to time from the Due Date as to which interest was last covered by a payment by
the Mortgagor or an advance by the Master Servicer through the end of the
calendar month immediately preceding the calendar month in which such REO
Property was acquired plus (2) REO Imputed Interest for such REO Property for
each calendar month commencing with the calendar month in which such REO
Property was acquired and ending with the calendar month in which such purchase
is to be effected, net of the total of all net rental income, Insurance
Proceeds, Liquidation Proceeds and Advances that as of the date of purchase had
been distributed as or to cover REO Imputed Interest pursuant to Section 4.01,
(iii) any unreimbursed Servicing Advances and Advances and any unpaid Servicing
Fees allocable to such Mortgage Loan or REO Property, (iv) any amounts
previously withdrawn from the Collection Account in respect of such Mortgage
Loan or REO Property pursuant to Sections 3.05(a)(v) and 3.16(a) and (v) in the
case of a Mortgage Loan required to be purchased pursuant to Section 2.03,
expenses reasonably incurred or to be incurred by the Master Servicer, the NIMS
Insurer or the Trustee in respect of the breach or defect giving rise to the
purchase obligation, as well as any costs and damages incurred by the Trust Fund
in connection with any violation by such loan of any predatory or abusive
lending law.



                                       45
<PAGE>


                  "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 Stated
Principal Balance, after application of all scheduled payments of principal and
interest due during or prior to the month of substitution, not in excess of the
Scheduled Principal Balance of the Deleted Mortgage Loan as of the Due Date in
the calendar month during which the substitution occurs, (ii) have a Mortgage
Rate not less than (and not more than one percentage point in excess of) the
Mortgage Rate of the Deleted Mortgage Loan, (iii) with respect to any
Adjustable-Rate Mortgage Loan, have a Maximum Mortgage Rate not less than the
Maximum Mortgage Rate on the Deleted Mortgage Loan, (iv) with respect to any
Adjustable-Rate Mortgage Loan, have a Minimum Mortgage Rate not less than the
Minimum Mortgage Rate of the Deleted Mortgage Loan, (v) with respect to
Adjustable-Rate Mortgage Loan, have a Gross Margin equal to the Gross Margin of
the Deleted Mortgage Loan, (vi) with respect to any Adjustable-Rate Mortgage
Loan, have a next Adjustment Date not more than two months later than the next
Adjustment Date on the Deleted Mortgage Loan, (vii) have a remaining term to
maturity not greater than (and not more than one year less than) that of the
Deleted Mortgage Loan, (viii) have the same Due Date as the Due Date on the
Deleted Mortgage Loan, (ix) have a Loan-to-Value Ratio as of the date of
substitution equal to or lower than the Loan-to-Value Ratio of the Deleted
Mortgage Loan as of such date, (x) have a risk grading determined by the Seller
at least equal to the risk grading assigned on the Deleted Mortgage Loan, (xi)
have been underwritten or reunderwritten by the Seller or an Affiliate of the
Seller in accordance with the same underwriting criteria and guidelines as the
Deleted Mortgage Loan, (xii) have a Prepayment Charge provision at least equal
to the Prepayment Charge provision of the Deleted Mortgage Loan, (xiii) not be
more than 59 or more days delinquent or any additional days delinquent than the
Deleted Mortgage Loan and (xiv) conform to each representation and warranty set
forth in Section 6 of the Mortgage Loan Purchase Agreement applicable to the
Deleted Mortgage Loan. In the event that one or more mortgage loans are
substituted for one or more Deleted Mortgage Loans, the amounts described in
clause (i) hereof shall be determined on the basis of aggregate Stated Principal
Balances, the Mortgage Rates described in clause (ii) hereof shall be determined
on the basis of weighted average Mortgage Rates, the terms described in clause
(vii) hereof shall be determined on the basis of weighted average remaining
terms to maturity, the Loan-to-Value Ratios described in clause (ix) hereof
shall be satisfied as to each such mortgage loan, the risk gradings described in
clause (x) hereof shall be satisfied as to each such mortgage loan and, except
to the extent otherwise provided in this sentence, the representations and
warranties described in clause (xiv) hereof must be satisfied as to each
Qualified Substitute Mortgage Loan or in the aggregate, as the case may be.

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

                  "Realized Loss": With respect to each Mortgage Loan as to
which a Final Recovery Determination has been made, an amount (not less than
zero) equal to (i) the unpaid Stated Principal Balance of such Mortgage Loan as
of the commencement of the calendar month in which the Final Recovery
Determination was made, plus (ii) accrued interest from the Due



                                       46
<PAGE>


Date as to which interest was last paid by the Mortgagor through the end of the
calendar month in which such Final Recovery Determination was made, calculated
in the case of each calendar month during such period (A) at an annual rate
equal to the annual rate at which interest was then accruing on such Mortgage
Loan and (B) on a principal amount equal to the Stated Principal Balance of such
Mortgage Loan as of the close of business on the Distribution Date during such
calendar month, plus (iii) any amounts previously withdrawn from the Collection
Account in respect of such Mortgage Loan pursuant to Section 3.05(a)(v) and
Section 3.12(c), minus (iv) the proceeds, if any, received in respect of such
Mortgage Loan during the calendar month in which such Final Recovery
Determination was made, net of amounts that are payable therefrom to the Master
Servicer with respect to such Mortgage Loan pursuant to Section 3.05(a)(ii). If
the Master Servicer receives Subsequent Recoveries with respect to any Mortgage
Loan, the amount of Realized Losses with respect to that Mortgage Loan shall be
reduced to the extent such recoveries are applied to principal distributions on
any Distribution Date.

                  With respect to any REO Property as to which a Final Recovery
Determination has been made, an amount (not less than zero) equal to (i) the
unpaid Stated Principal Balance of the related Mortgage Loan as of the date of
acquisition of such REO Property on behalf of REMIC I, plus (ii) accrued
interest from the Due Date as to which interest was last paid by the Mortgagor
in respect of the related Mortgage Loan through the end of the calendar month
immediately preceding the calendar month in which such REO Property was
acquired, calculated in the case of each calendar month during such period (A)
at an annual rate equal to the annual rate at which interest was then accruing
on the related Mortgage Loan and (B) on a principal amount equal to the Stated
Principal Balance of the related Mortgage Loan as of the close of business on
the Distribution Date during such calendar month, plus (iii) REO Imputed
Interest for such REO Property for each calendar month commencing with the
calendar month in which such REO Property was acquired and ending with the
calendar month in which such Final Recovery Determination was made, plus (iv)
any amounts previously withdrawn from the Collection Account in respect of the
related Mortgage Loan pursuant to Section 3.05(a)(v) and Section 3.12(c), minus
(v) the aggregate of all Advances made by the Master Servicer in respect of such
REO Property or the related Mortgage Loan for which the Master Servicer has been
or, in connection with such Final Recovery Determination, shall be reimbursed
pursuant to Section 3.13 out of rental income, Insurance Proceeds and
Liquidation Proceeds received in respect of such REO Property, minus (vi) the
total of all net rental income, Insurance Proceeds and Liquidation Proceeds
received in respect of such REO Property that has been, or in connection with
such Final Recovery Determination, shall be transferred to the Distribution
Account pursuant to Section 3.13.

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

                  With respect to each Mortgage Loan which has become the
subject of a Debt Service Reduction, the portion, if any, of the reduction in
each affected Monthly Payment attributable to a reduction in the Mortgage Rate
imposed by a court of competent jurisdiction.



                                       47
<PAGE>


Each such Realized Loss shall be deemed to have been incurred on the Due Date
for each affected Monthly Payment.

                  If the Master Servicer receives Subsequent Recoveries with
respect to any Mortgage Loan, the amount of the Realized Loss with respect to
that Mortgage Loan shall be reduced to the extent such recoveries are applied to
principal distributions on any Distribution Date.

                  "Record Date": With respect to each Distribution Date and any
Adjustable-Rate Certificate that is a Book-Entry Certificate, the Business Day
immediately preceding such Distribution Date. With respect to each Distribution
Date and any other Class of Certificates, including any Definitive Certificates,
the last Business Day of the month immediately preceding the month in which such
Distribution Date occurs.

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

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

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

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

                  "Relief Act": The Servicemembers Civil Relief Act or any
applicable state law providing similar relief.

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

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

                  "REMIC I": The segregated pool of assets subject hereto,
constituting the primary trust created hereby and to be administered hereunder,
with respect to which a REMIC election is to be made, consisting of: (i) such
Mortgage Loans and Prepayment Charges as from time to time are subject to this
Agreement, together with the Mortgage Files relating thereto, and together with
all collections thereon and proceeds thereof, (ii) any REO Property, together
with



                                       48
<PAGE>


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) to the extent conveyed pursuant to Section
2.01 and (v) the Collection Account (other than any amounts representing any
Master Servicer Prepayment Charge Payment Amounts), the Distribution Account
(other than any amounts representing any Master Servicer Prepayment Charge
Payment Amounts) and 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. Notwithstanding the foregoing,
however, REMIC I specifically excludes any Master Servicer Prepayment Charge
Payment Amounts, the Net WAC Rate Carryover Reserve Account, the Cap Contracts,
all payments and other collections of principal and interest due on the Mortgage
Loans on or before the Cut-off Date and all Prepayment Charges payable in
connection with Principal Prepayments made before the Cut-off Date.

                  "REMIC I Interest Loss Allocation Amount": With respect to any
Distribution Date, an amount (subject to adjustment based on the actual number
of days elapsed in the respective Interest Accrual Periods for the indicated
Regular Interests for such Distribution Date) equal to (a) the product of (i)
50% of the aggregate Stated Principal Balance of the Mortgage Loans and REO
Properties then outstanding and (ii) the REMIC I Remittance Rate for REMIC I
Regular Interest I-LTAA minus the Marker Rate, divided by (b) 12.

                  "REMIC I Marker Allocation Percentage": 50% of any amount
payable or loss attributable from the Mortgage Loans, which shall be allocated
to REMIC I Regular Interest I-LTAA, REMIC I Regular Interest I-LTA1A, REMIC I
Regular Interest I-LTA1B, REMIC I Regular Interest I-LTA2A, REMIC I Regular
Interest I-LTA2B, REMIC I Regular Interest I-LTA3A, REMIC I Regular Interest
I-LTA3B, REMIC I Regular Interest I-LTA3C, REMIC I Regular Interest I-LTA3D,
REMIC I Regular Interest I-LTM1, REMIC I Regular Interest I-LTM2, REMIC I
Regular Interest I-LTM3, REMIC I Regular Interest I-LTM4, REMIC I Regular
Interest I-LTM5, REMIC I Regular Interest I-LTM6, REMIC I Regular Interest
I-LTM7, REMIC I Regular Interest I-LTM8, REMIC I Regular Interest I-LTM9, REMIC
I Regular Interest I-LTM10, REMIC I Regular Interest I-LTM11, REMIC I Regular
Interest I-LTZZ and REMIC I Regular Interest I-LTP.

                  "REMIC I Overcollateralization Target Amount": 0.50% of the
Overcollateralization Target Amount.

                  "REMIC I Overcollateralized Amount": With respect to any date
of determination, (i) 0.50% of the aggregate Uncertificated Balances of the
REMIC I Regular Interests minus (ii) the aggregate of the Uncertificated Balance
of REMIC I Regular Interest I-LTA1A, REMIC I Regular Interest I-LTA1B, REMIC I
Regular Interest I-LTA2A, REMIC I Regular Interest I-LTA2B, REMIC I Regular
Interest I-LTA3A, REMIC I Regular Interest I-LTA3B, REMIC I Regular Interest
I-LTA3C, REMIC I Regular Interest I-LTA3D, REMIC I Regular Interest I-LTM1,
REMIC I Regular Interest I-LTM2, REMIC I Regular Interest I-LTM3, REMIC I
Regular Interest I-LTM4, REMIC I Regular Interest I-LTM5, REMIC I Regular
Interest I-LTM6, REMIC I Regular Interest I-LTM7, REMIC I Regular Interest
I-



                                       49
<PAGE>


LTM8, REMIC I Regular Interest I-LTM9, REMIC I Regular Interest I-LTM10, REMIC I
Regular Interest I-LTM11 and REMIC I Regular Interest I-LTP, in each case as of
such date of determination.

                  "REMIC I Principal Loss Allocation Amount": With respect to
any Distribution Date, an amount equal to the product of (i) 50% of the
aggregate Stated Principal Balance of the Mortgage Loans and REO Properties then
outstanding and (ii) one minus a fraction, the numerator of which is two times
the aggregate Uncertificated Balance of REMIC I Regular Interest I-LTA1A, REMIC
I Regular Interest I-LTA1B, REMIC I Regular Interest I-LTA2A, REMIC I Regular
Interest I-LTA2B, REMIC I Regular Interest I-LTA3A, REMIC I Regular Interest
I-LTA3B, REMIC I Regular Interest I-LTA3C, REMIC I Regular Interest I-LTA3D,
REMIC I Regular Interest I-LTM1, REMIC I Regular Interest I-LTM2, REMIC I
Regular Interest I-LTM3, REMIC I Regular Interest I-LTM4, REMIC I Regular
Interest I-LTM5, REMIC I Regular Interest I-LTM6, REMIC I Regular Interest
I-LTM7, REMIC I Regular Interest I-LTM8, REMIC I Regular Interest I-LTM9, REMIC
I Regular Interest I-LTM10 and REMIC I Regular Interest I-LTM11 and the
denominator of which is the aggregate Uncertificated Balance of REMIC I Regular
Interest I-LTA1A, REMIC I Regular Interest I-LTA1B, REMIC I Regular Interest
I-LTA2A, REMIC I Regular Interest I-LTA2B, REMIC I Regular Interest I-LTA3A,
REMIC I Regular Interest I-LTA3B, REMIC I Regular Interest I-LTA3C, REMIC I
Regular Interest I-LTA3D, REMIC I Regular Interest I-LTM1, REMIC I Regular
Interest I-LTM2, REMIC I Regular Interest I-LTM3, REMIC I Regular Interest
I-LTM4, REMIC I Regular Interest I-LTM5, REMIC I Regular Interest I-LTM6, REMIC
I Regular Interest I-LTM7, REMIC I Regular Interest I-LTM8, REMIC I Regular
Interest I-LTM9, REMIC I Regular Interest I-LTM10, REMIC I Regular Interest
I-LTM11 and REMIC I Regular Interest I-LTZZ.

                  "REMIC I Regular Interest": Any of the separate
non-certificated beneficial ownership interests in REMIC I issued hereunder and
designated as a "regular interest" in REMIC I. Each REMIC I Regular Interest
shall accrue interest at the related REMIC I Remittance Rate in effect from time
to time, and shall be entitled to distributions of principal, subject to the
terms and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Balance as set forth in the Preliminary Statement hereto. The
following is a list of the REMIC I Regular Interests: REMIC I Regular Interest
I-LTAA, REMIC I Regular Interest I-LTA1A, REMIC I Regular Interest I-LTA1B,
REMIC I Regular Interest I-LTA2A, REMIC I Regular Interest I-LTA2B, REMIC I
Regular Interest I-LTA3A, REMIC I Regular Interest I-LTA3B, REMIC I Regular
Interest I-LTA3C, REMIC I Regular Interest I-LTA3D, REMIC I Regular Interest
I-LTM1, REMIC I Regular Interest I-LTM2, REMIC I Regular Interest I-LTM3, REMIC
I Regular Interest I-LTM4, REMIC I Regular Interest I-LTM5, REMIC I Regular
Interest I-LTM6, REMIC I Regular Interest I-LTM7, REMIC I Regular Interest
I-LTM8, REMIC I Regular Interest I-LTM9, REMIC I Regular Interest I-LTM10, REMIC
I Regular Interest I-LTM11, REMIC I Regular Interest I-LTXX, REMIC I Regular
Interest I-LTZZ, REMIC I Regular Interest I-LTP, REMIC I Regular Interest
I-LT1GRP, REMIC I Regular Interest I-LT1SUB, REMIC I Regular Interest I-LT2GRP,
REMIC I Regular Interest I-LT2SUB, REMIC I Regular Interest I-LT3GRP and REMIC I
Regular Interest I-LT3SUB.



                                       50
<PAGE>


                  "REMIC I Remittance Rate": With respect to REMIC I Regular
Interest I-LTAA, REMIC I Regular Interest I-LTA1A, REMIC I Regular Interest
I-LTA1B, REMIC I Regular Interest I-LTA2A, REMIC I Regular Interest I-LTA2B,
REMIC I Regular Interest I-LTA3A, REMIC I Regular Interest I-LTA3B, REMIC I
Regular Interest I-LTA3C, REMIC I Regular Interest I-LTA3D, REMIC I Regular
Interest I-LTM1, REMIC I Regular Interest I-LTM2, REMIC I Regular Interest
I-LTM3, REMIC I Regular Interest I-LTM4, REMIC I Regular Interest I-LTM5, REMIC
I Regular Interest I-LTM6, REMIC I Regular Interest I-LTM7, REMIC I Regular
Interest I-LTM8, REMIC I Regular Interest I-LTM9, REMIC I Regular Interest
I-LTM10, REMIC I Regular Interest I-LTM11, REMIC I Regular Interest I-LTZZ,
REMIC I Regular Interest I-LTP, REMIC I Regular Interest I-LT1SUB, REMIC I
Regular Interest I-LT2SUB, REMIC I Regular Interest I-LT3SUB and REMIC I Regular
Interest I-LTXX, the weighted average of the Expense Adjusted Net Mortgage Rates
of the Mortgage Loans. With respect to REMIC I Regular Interest I-LT1GRP, the
weighted average of the Expense Adjusted Net Mortgage Rates of the Group I
Mortgage Loans, with respect REMIC I Regular Interest I-LT2GRP, the weighted
average of the Expense Adjusted Net Mortgage Rates of the Group II Mortgage
Loans and with respect to REMIC Regular Interst I-LT3GRP, the weighted average
of the Expense Adjusted Net Mortgage Rates of the Group III Mortgage Loans.

                   "REMIC I Sub WAC Allocation Percentage": 50% of any amount
payable from or loss attributable to the Mortgage Loans, which shall be
allocated to REMIC I Regular Interest I-LT1SUB, REMIC I Regular Interest
I-LT1GRP, REMIC I Regular Interest I-LT2SUB, REMIC I Regular Interest I-LT2GRP,
REMIC I Regular Interest I-LT3SUB, REMIC I Regular Interest I-LT3GRP and REMIC I
Regular Interest I-LTXX.

                  "REMIC I Subordinated Balance Ratio": The ratio between the
Uncertificated Balances of each REMIC I Regular Interest ending with the
designation "SUB,", equal to the ratio between, with respect to each such REMIC
I Regular Interest, the excess of (x) the aggregate Stated Principal Balance of
the Mortgage Loans in the related Loan Group over (y) the current Certificate
Principal Balance of Class A Certificates in the related Loan Group.

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

                  "REMIC II Certificate": Any Regular Certificate or Class R
Certificate.

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

                  "REMIC Regular Interest": Any REMIC I Regular Interest.



                                       51
<PAGE>


                  "REMIC Remittance Rate": The REMIC I Remittance Rate.

                   "Remittance Report": A report in form and substance that is
acceptable to the Trustee and the NIMS Insurer on a magnetic disk or tape
prepared by the Master Servicer pursuant to Section 4.03 with such additions,
deletions and modifications as agreed to by the Trustee and the Master Servicer.

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

                  "REO Account": Each of the accounts maintained by the Master
Servicer in respect of an REO Property pursuant to Section 3.13, which account
may be the Collection Account subject to Section 3.13.

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

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

                  "REO Principal Amortization": With respect to any REO
Property, for any calendar month, the excess, if any, of (a) the aggregate of
all amounts received in respect of such REO Property during such calendar month,
whether in the form of rental income, sale proceeds (including, without
limitation, that portion of the Termination Price paid in connection with a
purchase of all of the Mortgage Loans and REO Properties pursuant to Section
9.01 that is allocable to such REO Property) or otherwise, net of any portion of
such amounts (i) payable pursuant to Section 3.13(c) in respect of the proper
operation, management and maintenance of such REO Property or (ii) payable or
reimbursable to the Master Servicer pursuant to Section 3.13(d) for unpaid
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 Master
Servicer on behalf of REMIC I through foreclosure or deed-in-lieu of
foreclosure, as described in Section 3.13.

                  "Representative": UBS Securities LLC.

                  "Request for Release": A release signed by a Servicing
Officer, in the form of Exhibit E attached hereto.



                                       52
<PAGE>


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

                  "Residential Dwelling": Any one of the following: (i) an
attached or detached one-family dwelling, (ii) a detached two- to four-family
dwelling, (iii) a one-family dwelling unit in a condominium project or (iv) a
detached or attached one-family dwelling in a planned unit development, none of
which is a co-operative, mobile or manufactured home (unless such mobile or
manufactured home is defined as real property under applicable state law).

                  "Residual Certificate": Any one of the Class R Certificates.

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

                  "Responsible Officer": When used with respect to the Trustee,
any director, any vice president, any assistant vice president, any associate,
any assistant secretary, any trust officer or any other officer of the Trustee,
customarily performing functions similar to those performed by any of the above
designated officers and, 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.

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



                                       53
<PAGE>


the Trust Fund up to and including the Due Date in the calendar month in which a
Liquidation Event occurs with respect to such REO Property, an amount (not less
than zero) equal to the Scheduled Principal Balance of the related Mortgage Loan
as of the Due Date in the calendar month in which such REO Property was
acquired, minus the aggregate amount of REO Principal Amortization, if any, in
respect of such REO Property for all previously ended calendar months; and (b)
as of any Due Date subsequent to the occurrence of a Liquidation Event with
respect to such REO Property, zero.

                  "Seller": Ameriquest Mortgage Company, or its successor in
interest, in its capacity as seller under the Mortgage Loan Purchase Agreement.

                  "Senior Group I Principal Distribution Amount" With respect to
any Distribution Date, an amount, not less than zero, equal to the excess of (x)
the aggregate Certificate Principal Balance of the Group I Certificates
immediately prior to such Distribution Date over (y) the lesser of (A) the
product of (i) 61.30% and (ii) the aggregate Stated Principal Balance of the
Group I Mortgage Loans as of the last day of the related Due Period (after
giving effect to scheduled payments of principal due during the related Due
Period, to the extent received or advanced, and unscheduled collections of
principal received during the related Prepayment Period) and (B) the aggregate
Stated Principal Balance of the Group I Mortgage Loans as of the last day of the
related Due Period (after giving effect to scheduled payments of principal due
during the related Due Period, to the extent received or advanced, and
unscheduled collections of principal received during the related Prepayment
Period) minus $2,000,078.28.

                  "Senior Group II Principal Distribution Amount" With respect
to any Distribution Date, an amount, not less than zero, equal to the excess of
(x) the aggregate Certificate Principal Balance of the Group II Certificates
immediately prior to such Distribution Date over (y) the lesser of (A) the
product of (i) 61.30% and (ii) the aggregate Stated Principal Balance of the
Group II Mortgage Loans as of the last day of the related Due Period (after
giving effect to scheduled payments of principal due during the related Due
Period, to the extent received or advanced, and unscheduled collections of
principal received during the related Prepayment Period) and (B) the aggregate
Stated Principal Balance of the Group II Mortgage Loans as of the last day of
the related Due Period (after giving effect to scheduled payments of principal
due during the related Due Period, to the extent received or advanced, and
unscheduled collections of principal received during the related Prepayment
Period) minus $1,999,745.84.

                  "Senior Group III Principal Distribution Amount" With respect
to any Distribution Date, an amount, not less than zero, equal to the excess of
(x) the aggregate Certificate Principal Balance of the Group III Certificates
immediately prior to such Distribution Date over (y) the lesser of (A) the
product of (i) 61.30% and (ii) the aggregate Stated Principal Balance of the
Group II Mortgage Loans as of the last day of the related Due Period (after
giving effect to scheduled payments of principal due during the related Due
Period, to the extent received or advanced, and unscheduled collections of
principal received during the related Prepayment Period) and (B) the aggregate
Stated Principal Balance of the Group III Mortgage Loans as of the last day of
the related Due Period (after giving effect to scheduled payments of principal
due during the related Due Period, to the extent received or advanced, and
unscheduled collections of principal received during the related Prepayment
Period) minus $2,000,178.10.



                                       54
<PAGE>


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

                  "Sequential Trigger Event": A Sequential Trigger Event will be
in effect if, with respect to any Distribution Date before the 37th Distribution
Date, the aggregate amount of Realized Losses incurred since the Cut-off Date
through the last day of the related Due Period (reduced by Subsequent Recoveries
received through the last day of such Due Period) divided by the aggregate
Stated Principal Balance of the Mortgage Loans as of the Cut-off Date exceeds
2.50%, or if, on or after the 37th Distribution Date, a Trigger Event is in
effect.

                  "Servicing Advances": The reasonable "out-of-pocket" costs and
expenses incurred by the Master Servicer in connection with a default,
delinquency or other unanticipated event by the Master Servicer in the
performance of its servicing obligations, including, but not limited to, the
cost of (i) the preservation, restoration and protection of a Mortgaged
Property, (ii) any enforcement or judicial proceedings, including foreclosures,
in respect of a particular Mortgage Loan, (iii) the management (including
reasonable fees in connection therewith) and liquidation of any REO Property and
(iv) the performance of its obligations under Section 3.01, Section 3.04(d),
Section 3.08, Section 3.12 and Section 3.13. The Master Servicer shall not be
required to make any Servicing Advance in respect of a Mortgage Loan or REO
Property that, in the good faith business judgment of the Master Servicer, would
not be ultimately recoverable from related Insurance Proceeds or Liquidation
Proceeds on such Mortgage Loan or REO Property as provided herein.

                  "Servicing Fee": With respect to each Mortgage Loan and for
any calendar month, an amount equal to one month's interest (or in the event of
any payment of interest which accompanies a Principal Prepayment in full made by
the Mortgagor during such calendar month, interest for the number of days
covered by such payment of interest) at the applicable Servicing Fee Rate on the
same principal amount on which interest on such Mortgage Loan accrues for such
calendar month. A portion of such Servicing Fee may be retained by any
Sub-Servicer as its servicing compensation.

                  "Servicing Fee Rate": 0.50% per annum.

                  "Servicing Officer": Any employee of the Master Servicer
involved in, or responsible for, the administration and servicing of the
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.

                  "Servicing Standard": The standards set forth in the first
paragraph of Section 3.01.

                  "Single Certificate": With respect to any Class of
Certificates (other than the Class P Certificates and the Residual
Certificates), a hypothetical Certificate of such Class evidencing a Percentage
Interest for such Class corresponding to an initial Certificate Principal



                                       55
<PAGE>


Balance or Notional Amount of $1,000. With respect to the Class P Certificates
and the Residual Certificates, a hypothetical Certificate of such Class
evidencing a 20% Percentage Interest in such Class.

                  "S&P": Standard & Poor's Ratings Services, a division of The
McGraw-Hill Companies, Inc., or its successor in interest.

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

                  "Stated Principal Balance": With respect to any Mortgage Loan:
(a) as of any date of determination up to but not including the Distribution
Date on which the proceeds, if any, of a Liquidation Event with respect to such
Mortgage Loan would be distributed, the outstanding principal balance of such
Mortgage Loan as of the Cut-off Date, as shown in the Mortgage Loan Schedule,
minus the sum of (i) the principal portion of each Monthly Payment due on a Due
Date subsequent to the Cut-off Date, to the extent received from the Mortgagor
or advanced by the Master Servicer and distributed pursuant to Section 4.01 on
or before such date of determination, (ii) all Principal Prepayments received
after the Cut-off Date, to the extent distributed pursuant to Section 4.01 on or
before such date of determination, (iii) all Liquidation Proceeds and Insurance
Proceeds applied by the Master Servicer as recoveries of principal in accordance
with the provisions of Section 3.12, to the extent distributed pursuant to
Section 4.01 on or before such date of determination and (iv) any Realized Loss
incurred with respect thereto as a result of a Deficient Valuation made during
or prior to the Prepayment Period for the most recent Distribution Date
coinciding with or preceding such date of determination; and (b) as of any date
of determination coinciding with or subsequent to the Distribution Date on which
the proceeds, if any, of a Liquidation Event with respect to such Mortgage Loan
would be distributed, zero. With respect to any REO Property: (a) as of any date
of determination up to but not including the Distribution Date on which the
proceeds, if any, of a Liquidation Event with respect to such REO Property would
be distributed, an amount (not less than zero) equal to the Stated Principal
Balance of the related Mortgage Loan as of the date on which such REO Property
was acquired on behalf of REMIC I, minus the sum of (i) if such REO Property was
acquired before the Distribution Date in any calendar month, the principal
portion of the Monthly Payment due on the Due Date in the calendar month of
acquisition, to the extent advanced by the Master Servicer and distributed
pursuant to Section 4.01 on or before such date of determination, and (ii) the
aggregate amount of REO Principal Amortization in respect of such REO Property
for all previously ended calendar months, to the extent distributed pursuant to
Section 4.01 on or before such date of determination; and (b) as of any date of
determination coinciding with or subsequent to the Distribution Date on which
the proceeds, if any, of a Liquidation Event with respect to such REO Property
would be distributed, zero.

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



                                       56
<PAGE>


                  "Stepdown Date": The earlier to occur of (i) the first
Distribution Date on which the aggregate Certificate Principal Balance of the
Class A Certificates has been reduced to zero and (ii) the later to occur of (a)
the Distribution Date occurring in April 2008 and (b) the first Distribution
Date on which the Credit Enhancement Percentage for the Class A Certificates
(calculated for this purpose only after taking into account distributions of
principal on the Mortgage Loans but prior to any distribution of the Group I
Principal Distribution Amount, the Group II Principal Distribution Amount and
the Group III Principal Distribution Amount to the Certificates then entitled to
distributions of principal on such Distribution Date) is equal to or greater
than 38.70%.

                  "Sub-Servicer": Any Person with which the Master Servicer has
entered into a Sub-Servicing Agreement and which meets the qualifications of a
Sub-Servicer pursuant to Section 6.06.

                  "Sub-Servicing Account": An account established by a
Sub-Servicer which meets the requirements set forth in Section 6.11 and is
otherwise acceptable to the Master Servicer.

                  "Sub-Servicing Agreement": The written contract between the
Master Servicer and a Sub-Servicer relating to servicing and administration of
certain Mortgage Loans as provided in Section 6.06.

                  "Subsequent Recoveries": As of any Distribution Date,
unexpected amounts received by the Master Servicer (net of any related expenses
permitted to be reimbursed pursuant to Section 3.04) specifically related to a
Mortgage Loan that was the subject of a liquidation or an REO Disposition prior
to the related Prepayment Period that resulted in a Realized Loss.

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

                  "Tax Returns": The federal income tax return on Internal
Revenue Service Form 1066, U.S. Real Estate Mortgage Investment Conduit Income
Tax Return, including Schedule Q thereto, Quarterly Notice to Residual Interest
Holders of REMIC Taxable Income or Net Loss Allocation, or any successor forms,
to be filed on behalf of each REMIC in the Trust Fund due to its classification
as a 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.

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

                  "Termination Price": As defined in Section 9.01.

                  "Terminator": As defined in Section 9.01.

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



                                       57
<PAGE>


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

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

                  "Trigger Event": A Trigger Event is in effect with respect to
a Distribution Date on and after the Stepdown Date if:

                  (a)      the Delinquency Percentage for the Mortgage Loans
exceeds the applicable percentages of the Credit Enhancement Percentage for the
prior Distribution Date as set forth below for the most senior Class of
Certificates then outstanding:

                        CLASS                  PERCENTAGE
                        -----                  ----------
                          A                     41.34%
                         M-1                    47.76%
                         M-2                    63.49%
                         M-3                    71.43%
                         M-4                    90.91%
                         M-5                    108.11%
                         M-6                    125.00%
                         M-7                    166.67%
                         M-8                    197.53%
                         M-9                    271.19%
                         M-10                   347.82%
                         M-11                   615.38%

or

                  (b)      the Cumulative Loss Percentage exceeds the applicable
percentages set forth below with respect to such Distribution Date:

             DISTRIBUTION DATE OCCURRING IN             PERCENTAGE
             ------------------------------             ----------
             April 2008 through March 2009                2.50%
             April 2009 through March 2010                3.75%
             April 2010 through March 2011                5.00%
               April 2011 and thereafter                  5.50%

                  "Trust Fund": Collectively, all of the assets of each Trust
REMIC, any Master Servicer Prepayment Charge Payment Amounts and the Net WAC
Rate Carryover Reserve Account (including any payments made under the Cap
Contracts deposited therein).

                  "Trust REMIC": Each of REMIC I and REMIC II.

                  "Trustee": Deutsche Bank National Trust Company, a national
banking association, or its successor in interest, or any successor Trustee
appointed as herein provided.

                  "Trustee Fee": The amount payable to the Trustee on each
Distribution Date pursuant to Section 8.05 as compensation for all services
rendered by it and in the exercise and



                                       58
<PAGE>


performance of any of the powers and duties of the Trustee hereunder, which
amount shall equal the Trustee Fee Rate accrued for one month multiplied by the
aggregate Scheduled Principal Balance of the Mortgage Loans and any REO
Properties as of the Due Date in the prior month (or, in the case of the initial
Distribution Date, as of the Cut-off Date), calculated on the basis of a 360-day
year consisting of twelve 30-day months.

                  "Trustee Fee Rate": 0.0019% per annum.

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

                  "Uncertificated Interest": With respect to any REMIC Regular
Interest for any Distribution Date, one month's interest at the REMIC Remittance
Rate applicable to such REMIC Regular Interest for such Distribution Date,
accrued on the Uncertificated Balance thereof immediately prior to such
Distribution Date. Uncertificated Interest in respect of any REMIC Regular
Interest shall accrue on the basis of a 360-day year consisting of twelve 30-day
months. Uncertificated Interest with respect to each Distribution Date, as to
any REMIC Regular Interest, shall be reduced by an amount equal to the sum of
(a) the aggregate Prepayment Interest Shortfall, if any, for such Distribution
Date to the extent not covered by payments pursuant to Section 4.03(e) and (b)
the aggregate amount of any Relief Act Interest Shortfall, if any allocated, in
each case, to such REMIC Regular Interest pursuant to Section 1.02. In addition,
Uncertificated Interest with respect to each Distribution Date, as to any REMIC
Regular Interest shall be reduced by Realized Losses, if any, allocated to such
REMIC Regular Interest pursuant to Section 1.02 and Section 4.04.

                  "Underwriters": Each of the Representative, Greenwich Capital
Markets, Inc., Morgan Stanley & Co. Incorporated and Wachovia Capital Markets,
LLC.

                  "Underwriters' Exemption": As defined in the Prospectus
Supplement.

                  "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
3.08.

                  "United States Person": A citizen or resident of the United
States, a corporation, partnership or other entity created or organized in, or
under the laws of, the United States, any state thereof or the District of
Columbia (except, in the case of a partnership, to the extent provided in
regulations); provided that, solely for purposes of the restrictions on the
transfer of



                                       59
<PAGE>


Residual Certificates, no partnership or other entity treated as a partnership
for United States federal income tax purposes shall be treated as a United
States Person unless all persons that own an interest in such partnership either
directly or through any entity that is not a corporation for United States
federal income tax purposes are required by the applicable operative agreement
to be United States Persons, or an estate whose income is subject to United
States federal income tax regardless of its source, or a trust if a court within
the United States is able to exercise primary supervision over the
administration of the trust and one or more United States persons have the
authority to control all substantial decisions of the trust. To the extent
prescribed in regulations by the Secretary of the Treasury, which have not yet
been issued, a trust which was in existence on August 20, 1996 (other than a
trust treated as owned by the grantor under subpart E of part I of subchapter J
of chapter 1 of the Code), and which was treated as a United States person on
August 20, 1996 may elect to continue to be treated as a United States person
notwithstanding the previous sentence. The term "United States" shall have the
meaning set forth in Section 7701 of the Code.

                  "Value": With respect to any Mortgaged Property, the lesser of
(i) the value thereof as determined by an appraisal made for the originator of
the Mortgage Loan at the time of origination of the Mortgage Loan by an
appraiser who met the minimum requirements of the Financial Institutions Reform,
Recovery and Enforcement Act of 1989, and (ii) the purchase price paid for the
related Mortgaged Property by the Mortgagor with the proceeds of the Mortgage
Loan, provided, however, in the case of a Refinanced Mortgage Loan, such value
of the Mortgaged Property is based solely upon the value determined by an
appraisal made for the originator of such Refinanced Mortgage Loan at the time
of origination of such Refinanced Mortgage Loan by an appraiser who met the
minimum requirements of the Financial Institutions Reform, Recovery and
Enforcement Act of 1989 or, subject to the applicable Originator's underwriting
guidelines, an insured automated valuation model.

                  "Voting Rights": The portion of the voting rights of all of
the Certificates which is allocated to any Certificate. With respect to any date
of determination, 98% of all Voting Rights shall be allocated among the Holders
of the Class A Certificates, the Mezzanine Certificates and the Class CE
Certificates in proportion to the then outstanding Certificate Principal
Balances of their respective Certificates, 1% of all Voting Rights shall be
allocated to the Holders of the Class P Certificates and 1% of all Voting Rights
shall be allocated among the Holders of the Residual Certificates. The Voting
Rights allocated to each Class of Certificate shall be allocated among Holders
of each such Class in accordance with their respective Percentage Interests as
of the most recent Record Date.

                  SECTION 1.02.   Allocation of Certain Interest Shortfalls.

                  For purposes of calculating the amount of Accrued Certificate
Interest and the amount of the Interest Distribution Amount for the Class A
Certificates, the Mezzanine Certificates and the Class CE Certificates for any
Distribution Date, the aggregate amount of any Prepayment Interest Shortfalls
(to the extent not covered by payments by the Master Servicer pursuant to
Section 4.03(e)) and any Relief Act Interest Shortfalls incurred in respect of
the Mortgage Loans for any Distribution Date shall be allocated first, to reduce
the interest accrued on the Class CE Certificates to the extent of one month's
interest at the applicable Pass-Through



                                       60
<PAGE>


Rate on the Notional Amount of such Certificate and thereafter, among the Class
A Certificates and the Mezzanine Certificates on a PRO RATA basis based on, and
to the extent of, one month's interest at the then applicable respective
Pass-Through Rate on the respective Certificate Principal Balance of each such
Certificate.

                  For purposes of calculating the amount of Uncertificated
Interest for the REMIC I Regular Interests for any Distribution Date:

                  (I)      (A) The REMIC I Marker Allocation Percentage of the
         aggregate amount of any Prepayment Interest Shortfalls (to the extent
         not covered by payments by the Master Servicer pursuant to Section
         4.03(e)) and the REMIC I Marker Allocation Percentage of any Relief Act
         Interest Shortfalls incurred in respect of the Mortgage Loans for any
         Distribution Date shall be allocated among REMIC Regular Interest
         I-LTAA, REMIC I Regular Interest I-LTA1A, REMIC I Regular Interest
         I-LTA1B, REMIC I Regular Interest I-LTA2A, REMIC I Regular Interest
         I-LTA2B, REMIC I Regular Interest I-LTA3A, REMIC I Regular Interest
         I-LTA3B, REMIC I Regular Interest I-LTA3C, REMIC I Regular Interest
         I-LTA3D, REMIC I Regular Interest I-LTM1, REMIC I Regular Interest
         I-LTM2, REMIC I Regular Interest I-LTM3, REMIC I Regular Interest
         I-LTM4, REMIC I Regular Interest I-LTM5, REMIC I Regular Interest
         I-LTM6, REMIC I Regular Interest I-LTM7, REMIC I Regular Interest
         I-LTM8, REMIC I Regular Interest I-LTM9, REMIC I Regular Interest
         I-LTM10, REMIC I Regular Interest I-LTM11 and REMIC I Regular Interest
         I-LTZZ, on a PRO RATA basis based on, and to the extent of, one month's
         interest at the then applicable respective REMIC I Remittance Rate on
         the respective Uncertificated Balance of each such REMIC I Regular
         Interest; and

                  (II)     (B) The REMIC I Sub WAC Allocation Percentage of the
         aggregate amount of any Prepayment Interest Shortfalls (to the extent
         not covered by payments by the Master Servicer pursuant to Section
         4.03(e)) and the REMIC I Sub WAC Allocation Percentage of any Relief
         Act Interest Shortfalls incurred in respect of the Mortgage Loans for
         any Distribution Date shall be allocated to Uncertificated Interest
         payable to REMIC I Regular Interest I-LT1SUB, REMIC I Regular Interest
         I-LT1GRP, REMIC I Regular Interest I-LT2SUB, REMIC I Regular Interest
         I-LT2GRP, Regular Interest I-LT3SUB, REMIC I Regular Interest I-LT3GRP
         and REMIC I Regular Interest I-LTXX, on a PRO RATA basis based on, and
         to the extent of, one month's interest at the then applicable
         respective REMIC I Remittance Rate on the respective Uncertificated
         Balance of each such REMIC I Regular Interest.

                  SECTION 1.03.   Rights of the NIMS Insurer.

                  Each of the rights of the NIMS Insurer set forth in this
Agreement shall exist so long as (i) the NIMS Insurer has undertaken to
guarantee certain payments of notes issued pursuant to an Indenture and (ii) any
series of notes issued pursuant to one or more Indentures remain outstanding or
the NIMS Insurer is owed amounts in respect of its guarantee of payment on such
notes; provided, however, the NIMS Insurer shall not have any rights hereunder
(except pursuant to Section 11.01 in the case of clause (ii) below) during the
period of time, if any, that



                                       61
<PAGE>


(i) the NIMS Insurer has not undertaken to guarantee certain payments of notes
issued pursuant to the Indenture or (ii) any default has occurred and is
continuing under the insurance policy issued by the NIMS Insurer with respect to
such notes.

                                   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 the Mortgage Loans
identified on the Mortgage Loan Schedule, the rights of the Depositor under the
Mortgage Loan Purchase Agreement, all other assets included or to be included in
REMIC I (including any payments made under the Cap Contracts). Such assignment
includes all interest and principal received by the Depositor or the Master
Servicer on or with respect to the Mortgage Loans (other than payments of
principal and interest due on such Mortgage Loans on or before the Cut-off
Date). The Depositor herewith delivers to the Trustee an executed copy of the
Mortgage Loan Purchase Agreement and the Trustee, on behalf of the
Certificateholders, acknowledges receipt of the same.

                  In connection with such transfer and assignment, the Depositor
does hereby deliver to, and deposit with, the Trustee the following documents or
instruments with respect to each Mortgage Loan so transferred and assigned (a
"Mortgage File"):

                  (i)      the original Mortgage Note, endorsed in blank,
         without recourse, or in the following form: "Pay to the order of
         Deutsche Bank National Trust Company, as Trustee under the applicable
         agreement, without recourse," with all prior and intervening
         endorsements showing a complete chain of endorsement from the
         originator to the Person so endorsing to the Trustee, or with respect
         to any lost Mortgage Note, an original Lost Note Affidavit; 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 2.00% of the Pool Balance as of the Cut-off Date;

                  (ii)     the original Mortgage, with evidence of recording
         thereon, and a copy, certified by the appropriate recording office, of
         the recorded power of attorney, if the Mortgage was executed pursuant
         to a power of attorney, with evidence of recording thereon;

                  (iii)    an original Assignment assigned in blank, without
         recourse;



                                       62
<PAGE>


                  (iv)     the original recorded intervening Assignment or
         Assignments showing a complete chain of assignment from the originator
         to the Person assigning the Mortgage to the Trustee as contemplated by
         the immediately preceding clause (iii) or the original unrecorded
         intervening Assignments;

                  (v)      the original or copies of each assumption,
         modification, written assurance or substitution agreement, if any; and

                  (vi)     the original lender's title insurance policy or an
         attorney's opinion of title or similar guarantee of title acceptable to
         mortgage lenders generally in the jurisdiction where the Mortgaged
         Property is located, together with all endorsements or riders which
         were issued with or subsequent to the issuance of such policy, or in
         the event such original title policy is unavailable, a written
         commitment or uniform binder or preliminary report of title issued by
         the title insurance or escrow company.

                  If any of the documents referred to in Sections 2.01(ii),
(iii) or (iv) above has as of the Closing Date 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 Depositor to deliver such documents shall
be deemed to be satisfied upon (1) delivery to the Trustee, or to the
appropriate Custodian on behalf of the Trustee, of a copy of each such document
certified by the applicable Originator 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 applicable Originator, delivery to the Trustee, or to
the appropriate Custodian on behalf of 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 was not delivered
pursuant to Section 2.01(vi) above, the Depositor shall deliver or cause to be
delivered to the Trustee, or to the appropriate Custodian on behalf of the
Trustee, promptly after receipt thereof, the original lender's title insurance
policy. The Depositor shall deliver or cause to be delivered to the Trustee, or
to the appropriate Custodian on behalf of the Trustee, promptly upon receipt
thereof any other original documents constituting a part of a Mortgage File
received with respect to any Mortgage Loan, including, but not limited to, any
original documents evidencing an assumption or modification of any Mortgage
Loan.

                  The Master Servicer (in its capacity as Seller) shall promptly
(and in no event later than thirty (30) Business Days, subject to extension upon
a mutual agreement between the Master Servicer and the Trustee, following the
later of (i) the Closing Date, (ii) the date on which the Seller receives the
Assignment from the Custodian and (iii) the date of receipt by the Master
Servicer of the recording information for a Mortgage) submit or cause to be
submitted for recording, at no expense to the Trust Fund or the Trustee, in the
appropriate public office for real property records, each Assignment referred to
in Sections 2.01(iii) and (iv) above and shall execute each original Assignment
referred to in section 2.01(iii) above in the following form: "Deutsche Bank
National Trust Company, as Trustee under the applicable agreement." In the event
that any such Assignment is lost or returned unrecorded because of a defect
therein, the Master Servicer (in its capacity as Seller) shall promptly prepare
or cause to be prepared a



                                       63
<PAGE>


substitute Assignment or cure or cause to be cured such defect, as the case may
be, and thereafter cause each such Assignment to be duly recorded.

                  Notwithstanding the foregoing, however, for administrative
convenience and facilitation of servicing and to reduce closing costs, the
Assignments shall not be required to be submitted for recording (except with
respect to any Mortgage Loan located in Maryland) unless such failure to record
would result in a withdrawal or a downgrading by any Rating Agency of the rating
on any Class of Certificates; provided further, however, each Assignment shall
be submitted for recording by the Seller in the manner described above, at no
expense to the Trust Fund or the Trustee, upon the earliest to occur of: (i)
reasonable direction by Holders of Certificates entitled to at least 25% of the
Voting Rights or the NIMS Insurer, (ii) failure of the Master Servicer
Termination Test, (iii) the occurrence of a bankruptcy or insolvency relating to
the Seller, (iv) the occurrence of a servicing transfer as described in Section
7.02 hereof and (v) if the Seller is not the Master Servicer and with respect to
any one Assignment or Mortgage, the occurrence of a bankruptcy, insolvency or
foreclosure relating to the Mortgagor under the related Mortgage.
Notwithstanding the foregoing, if the Master Servicer is unable to pay the cost
of recording the Assignments, such expense shall be paid by the Trustee and
shall be reimbursable to the Trustee as an Extraordinary Trust Fund Expense.

                  All original documents relating to the Mortgage Loans that are
not delivered to the Trustee, or to the appropriate Custodian on behalf of the
Trustee, are and shall be held by or on behalf of the Seller, the Depositor or
the Master Servicer, as the case may be, in trust for the benefit of the Trustee
on behalf of the Certificateholders. In the event that any such original
document is required pursuant to the terms of this Section to be a part of a
Mortgage File, such document shall be delivered promptly to the Trustee, or to
the appropriate Custodian on behalf of the Trustee. Any such original document
delivered to or held by the Depositor that is not required pursuant to the terms
of this Section to be a part of a Mortgage File, shall be delivered promptly to
the Master Servicer.

                  The parties hereto understand and agree that it is not
intended that any mortgage loan be included in the Trust that is a "High-Cost
Home Loan" as defined by HOEPA or any other applicable predatory or abusive
lending laws.

                  SECTION 2.02.   Acceptance of REMIC I by the Trustee.

                  Subject to the provisions of Section 2.01 and subject to any
exceptions noted on the exception report described in the next paragraph below,
the Trustee acknowledges receipt (or, with respect to Mortgage Loans subject to
a Custodial Agreement, receipt by the respective Custodian as the duly appointed
agent of the Trustee) of the documents referred to in Section 2.01 (other than
such documents described in Section 2.01(v)) above and all interests and all
other assets included in the definition of "REMIC I" under clauses (i), (iii),
(iv) and (v) (to the extent of amounts deposited into the Distribution Account)
and declares that it, or such Custodian as its agent, holds and shall hold such
documents and the other documents delivered to it constituting a Mortgage File,
and that it holds or shall hold all such assets and such other assets included
in the definition of "REMIC I" in trust for the exclusive use and benefit of all
present and future Certificateholders.



                                       64
<PAGE>


                  On or prior to the Closing Date, the Trustee agrees, for the
benefit of the Certificateholders, to execute and deliver (or cause the
Custodian to execute and deliver) to the Depositor and the NIMS Insurer an
acknowledgment of receipt of the Mortgage Note (with any exceptions noted),
substantially in the form attached as Exhibit C-3 hereto.

                  The Trustee agrees, for the benefit of the Certificateholders,
to review (or cause a Custodian on its behalf to review) each Mortgage Note
within 45 days of the Closing Date and to certify in substantially the form
attached hereto as Exhibit C-1 (or cause the Custodian to certify in the form of
the Initial Certification attached to the Custodial Agreement) 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 constituting part of such Mortgage File (other than such documents
described in Section 2.01(v)) required to be delivered to it pursuant to this
Agreement are in its possession, (ii) such documents have been reviewed by it or
such Custodian and are not mutilated, torn or defaced unless initialed by the
related borrower and relate to such Mortgage Loan, (iii) based on its or the
Custodian's examination and only as to the foregoing, the information set forth
in the Mortgage Loan Schedule that corresponds to items (1) through (3), (6),
(9), (10), (13), (15) and (19) of the definition of "Mortgage Loan Schedule"
accurately reflects information set forth in the Mortgage File. It is herein
acknowledged that, in conducting such review, the Trustee or such Custodian was
under no duty or obligation (i) to inspect, review or examine any such
documents, instruments, certificates or other papers to determine whether they
are genuine, enforceable, or appropriate for the represented purpose or whether
they have actually been recorded or that they are other than what they purport
to be on their face or (ii) to determine whether any Mortgage File should
include any of the documents specified in clause (v) of Section 2.01.

                  Prior to the first anniversary date of this Agreement the
Trustee shall deliver to the Depositor, the Master Servicer and the NIMS Insurer
a final certification in the form annexed hereto as Exhibit C-2 (or shall cause
the Custodian to deliver to the Trustee, the Depositor, the Master Servicer and
the NIMS Insurer a final certification in the form attached to the Custodial
Agreement) evidencing the completeness of the Mortgage Files, with any
applicable exceptions noted thereon, with respect to all of the Mortgage Loans.
Upon the request of the Master Servicer, any exception report related to the
final certification shall be provided in an electronic computer readable format
as mutually agreed upon by the Master Servicer and the Trustee.

                  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 or any Custodian finds any document or documents constituting a part of
a Mortgage File to be missing, mutilated, torn or defaced or does not conform to
the requirements identified above, at the conclusion of its review the Trustee
(or a Custodian on behalf of the Trustee) shall so notify the Depositor, the
NIMS Insurer and the Master Servicer. In addition, upon the discovery by the
Depositor, the NIMS Insurer, the Master Servicer or the Trustee 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 which 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.



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<PAGE>


                  The Trustee (or a Custodian on behalf of the Trustee) shall,
at the written request and expense of any Certificateholder, Certificate Owner,
provide a written report to such Certificateholder, Certificate Owner, of all
Mortgage Files released to the Master Servicer for servicing purposes.

                  SECTION 2.03.   Repurchase or Substitution of Mortgage Loans
                                  by the Seller or the Depositor; Payment of
                                  Prepayment Charge Payment Amounts.

                  (a)      Upon discovery or receipt of notice (including notice
under Section 2.02) of any materially defective document in, or that a document
is missing from, the Mortgage File or of the breach by the Seller of any
representation, warranty or covenant under the Mortgage Loan Purchase Agreement
in respect of any Mortgage Loan which materially adversely affects the value of
such Mortgage Loan or the interest therein of the Certificateholders, the
Trustee shall promptly notify the Seller, the NIMS Insurer and the Master
Servicer 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 the Seller had knowledge or 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
Master Servicer (or, in accordance with Section 6.06(b), the Trustee) shall
enforce the obligations of the Seller under the Mortgage Loan Purchase Agreement
to repurchase such Mortgage Loan from REMIC I at the Purchase Price within 90
days after the date on which the Seller was notified (subject to Section
2.03(d)) of such missing document, defect or breach, if and to the extent that
the Seller is obligated to do so under the Mortgage Loan Purchase Agreement. The
Purchase Price for the repurchased Mortgage Loan shall be deposited in the
Collection Account, and the Trustee, upon receipt of written certification from
the Master Servicer of such deposit, 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 not have any further responsibility with regard to
such Mortgage File. In lieu of repurchasing any such Mortgage Loan as provided
above, if so provided in the Mortgage Loan Purchase Agreement, the Seller may
cause such Mortgage Loan to be removed from REMIC I (in which case it shall
become a Deleted Mortgage Loan) and substitute one or more Qualified Substitute
Mortgage Loans in the manner and subject to the limitations set forth in Section
2.03(c). 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 document exists or as to which such a breach
has occurred and is continuing shall constitute the sole remedy respecting such
omission, defect or breach available to the Trustee on behalf of the
Certificateholders.

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



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<PAGE>


                           (ii)     Notwithstanding the provisions of Section
         2.03(b)(i) above,

                           (A)      on the later of (x) the Master Servicer
                  Remittance Date next following the earlier of discovery by the
                  Master Servicer or receipt of notice by the Master Servicer of
                  the breach of the representation made by the Master Servicer
                  in Section 2.05(vii), which breach materially and adversely
                  affects the interests of the Holders of the Class P
                  Certificates to any Prepayment Charge and (y) the Master
                  Servicer Remittance Date next following the Prepayment Period
                  relating to such a breach, the Master Servicer shall deposit
                  into the Collection Account the amount of the scheduled
                  Prepayment Charge, less any amount collected and deposited by
                  the Master Servicer into the Collection Account in respect of
                  such Prepayment Charge; and

                           (B)      on the later of (x) the Master Servicer
                  Remittance Date next following the earlier of discovery by the
                  Master Servicer or receipt of notice by the Master Servicer of
                  the breach of the covenant made by the Master Servicer in
                  Section 2.05(viii), which breach materially and adversely
                  affects the interests of the Holders of the Class P
                  Certificates to any Prepayment Charge and (y) the Master
                  Servicer Remittance Date next following the Prepayment Period
                  relating to such a breach, the Master Servicer shall deposit
                  into the Collection Account, as a Master Servicer Prepayment
                  Charge Payment Amount, the amount of the waived Prepayment
                  Charge, but only to the extent required under Section
                  2.03(b)(iii) below.

                           (iii)    If with respect to any Prepayment Period,

                           (A)      the dollar amount of Prepayment Charges that
                  are the subject of breaches by the Master Servicer of the
                  covenant made by the Master Servicer in Section 2.05(viii),
                  which breaches materially and adversely affect the interests
                  of the Holders of the Class P Certificates to such Prepayment
                  Charges, exceeds

                           (B)      5% of the total dollar amount of Prepayment
                  Charges payable by Mortgagors in connection with Principal
                  Prepayments on the related Mortgage Loans that occurred during
                  such Prepayment Period,

then the amount required to be paid by the Master Servicer pursuant to Section
2.03(b)(ii)(B) above shall be limited to an amount, that when added to the
amount of Prepayment Charges actually collected by the Master Servicer in
respect of Prepayment Charges relating to Principal Prepayments on the related
Mortgage Loans that occurred during such Prepayment Period, shall yield a sum
equal to 95% of the total dollar amount of Prepayment Charges (exclusive of (A)
Prepayment Charges not enforced or collected upon because (i) the enforceability
thereof shall have been limited by bankruptcy, insolvency, moratorium,
receivership and other similar laws relating to creditors' rights generally or
(ii) the collectability thereof shall have been limited due to acceleration in
connection with a foreclosure or other involuntary payment and (B) Prepayment
Charges waived by the Master Servicer when such waiver does not breach the
covenant set forth in Section 2.05(viii)) payable by Mortgagors in connection
with Principal Prepayments on the related Mortgage Loans that occurred during
such Prepayment Period.



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<PAGE>


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

                  As to any Deleted Mortgage Loan for which the Seller or the
Depositor substitutes a Qualified Substitute Mortgage Loan or Loans, such
substitution shall be effected by the Seller or the Depositor, as the case may
be, delivering to the Trustee (or a Custodian on behalf of the Trustee), for
such Qualified Substitute Mortgage Loan or Loans, the Mortgage Note, the
Mortgage, the Assignment to the Trustee, and such other documents and
agreements, with all necessary endorsements thereon, as are required by Section
2.01, together with an Officers' Certificate providing that each such Qualified
Substitute Mortgage Loan satisfies the definition thereof and specifying the
Substitution Shortfall Amount (as described below), if any, in connection with
such substitution. The Trustee (or a Custodian on behalf of the Trustee) shall
acknowledge receipt for such Qualified Substitute Mortgage Loan or Loans and,
within ten Business Days thereafter, review such documents as specified in
Section 2.02 and deliver to the Depositor, the NIMS Insurer, the Trustee and the
Master Servicer, with respect to such Qualified Substitute Mortgage Loan or
Loans, a certification substantially in the form attached hereto as Exhibit C-1,
with any applicable exceptions noted thereon. Within one year of the date of
substitution, the Trustee shall deliver to the Depositor, the NIMS Insurer and
the Master Servicer a certification substantially in the form of Exhibit C-2
hereto with respect to such Qualified Substitute Mortgage Loan or Loans, with
any applicable exceptions noted thereon. Monthly Payments due with respect to
Qualified Substitute Mortgage Loans in the month of substitution are not part of
REMIC I and shall be retained by the Depositor or the Seller, as the case may
be. For the month of substitution, distributions to Certificateholders shall
reflect the Monthly Payment due on such Deleted Mortgage Loan on or before the
Due Date in 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 Depositor shall give or
cause to be given written notice to the Certificateholders, the NIMS Insurer
that such substitution has taken place, shall amend the Mortgage Loan Schedule
and, if applicable, the Prepayment Charge Schedule, to reflect the removal of
such Deleted Mortgage Loan from the terms of this Agreement and the substitution
of the Qualified Substitute Mortgage Loan or Loans and shall deliver a copy of
such amended Mortgage Loan Schedule to the Trustee and the NIMS Insurer. Upon
such substitution, such Qualified Substitute Mortgage Loan or Loans shall
constitute part of the Mortgage Pool and shall be subject in all respects to the
terms of this Agreement and, in the case of a substitution effected by the
Seller, the Mortgage Loan Purchase Agreement, including all applicable
representations and warranties thereof.

                  For any month in which the Depositor or the Seller substitutes
one or more Qualified Substitute Mortgage Loans for one or more Deleted Mortgage
Loans, the Master Servicer shall determine the amount (the "Substitution
Shortfall Amount"), if any, by which the aggregate Purchase Price of all such
Deleted Mortgage Loans exceeds the aggregate of, as to each such Qualified
Substitute Mortgage Loan, the Scheduled Principal Balance thereof as of the date
of substitution, together with one month's interest on such Scheduled Principal
Balance at the applicable Net Mortgage Rate. On the date of such substitution,
the Depositor or the Seller, as the case may be, shall deliver or cause to be
delivered to the Master Servicer for deposit in the



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<PAGE>


Collection Account an amount equal to the Substitution Shortfall Amount, if any,
and the Trustee, upon receipt of the related Qualified Substitute Mortgage Loan
or Loans and certification by the Master Servicer of such deposit, shall release
to the Depositor or the Seller, as the case may be, the related Mortgage File or
Files and shall execute and deliver such instruments of transfer or assignment,
in each case without recourse, as the Depositor or the Seller, as the case may
be, shall deliver to it and as shall be necessary to vest therein any Deleted
Mortgage Loan released pursuant hereto.

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

                  (d)      Upon discovery by the Depositor, the NIMS Insurer,
the Seller, the Master Servicer or the Trustee that any Mortgage Loan does not
constitute a "qualified mortgage" within the meaning of Section 860G(a)(3) of
the Code, the party discovering such fact shall within two Business Days give
written notice thereof to the other parties. In connection therewith, the Seller
or the Depositor shall repurchase or, subject to the limitations set forth in
Section 2.03(c), substitute one or more Qualified Substitute Mortgage Loans for
the affected Mortgage Loan within 90 days of the earlier of discovery or receipt
of such notice with respect to such affected Mortgage Loan. Such repurchase or
substitution shall be made by the Seller. Any such repurchase or substitution
shall be made in the same manner as set forth in Section 2.03(a). The Trustee
shall reconvey to the Depositor or the Seller, as the case may be, 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.   [Reserved].

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

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

                  (i)      The Master Servicer is a corporation duly organized,
         validly existing and in good standing under the laws of the State of
         Delaware and is duly authorized and qualified to transact any and all
         business contemplated by this Agreement to be conducted by the Master
         Servicer in any state in which a Mortgaged Property is located or is
         otherwise not required under applicable law to effect such
         qualification and, in any event, is in compliance with the doing
         business laws of any such State, to the extent necessary to ensure its
         ability to enforce each Mortgage Loan and to service the Mortgage Loans
         in accordance with the terms of this Agreement;



                                       69
<PAGE>


                  (ii)     The Master Servicer has the full corporate power and
         authority to service each Mortgage Loan, and to execute, deliver and
         perform, and to enter into and consummate the transactions contemplated
         by this Agreement and has duly authorized by all necessary corporate
         action on the part of the Master Servicer the execution, delivery and
         performance of this Agreement; and this Agreement, assuming the due
         authorization, execution and delivery thereof by the Depositor and the
         Trustee, constitutes a legal, valid and binding obligation of the
         Master Servicer, enforceable against the Master Servicer in accordance
         with its terms, except to the extent that (a) the enforceability
         thereof may be limited by bankruptcy, insolvency, moratorium,
         receivership and other similar laws relating to creditors' rights
         generally and (b) the remedy of specific performance and injunctive and
         other forms of equitable relief may be subject to the equitable
         defenses and to the discretion of the court before which any proceeding
         therefor may be brought;

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

                  (iv)     The Master Servicer is an approved seller/servicer
         for Fannie Mae or Freddie Mac in good standing and is a HUD approved
         mortgagee pursuant to Section 203 and Section 211 of the National
         Housing Act;

                  (v)      Except as disclosed in the Prospectus Supplement, no
         litigation is pending against the Master Servicer that would materially
         and adversely affect the execution, delivery or enforceability of this
         Agreement or the ability of the Master Servicer to service the Mortgage
         Loans or to perform any of its other obligations hereunder in
         accordance with the terms hereof;

                  (vi)     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



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<PAGE>


         consents, approvals, authorizations or orders, if any, that have been
         obtained prior to the Closing Date;

                  (vii)    The information set forth in the Prepayment Charge
         Schedule attached hereto as Schedule 2 (including the prepayment charge
         summary attached thereto) is complete, true and correct in all material
         respects at the date or dates respecting which such information is
         furnished and each Prepayment Charge is permissible and enforceable in
         accordance with its terms (except to the extent that (i) the
         enforceability thereof may be limited by bankruptcy, insolvency,
         moratorium, receivership and other similar laws relating to creditors'
         rights generally and (ii) the collectability thereof may be limited due
         to acceleration in connection with a foreclosure or other involuntary
         payment;

                  (viii)   The Master Servicer shall not waive any Prepayment
         Charge or part of a Prepayment Charge unless, (i) the enforceability
         thereof shall have been limited by bankruptcy, insolvency, moratorium,
         receivership and other similar laws relating to creditors' rights
         generally or (ii) the collectability thereof shall have been limited
         due to acceleration in connection with a foreclosure or other
         involuntary payment or (iii) in the Master Servicer's reasonable
         judgment as described in Section 3.01 hereof, (x) such waiver relates
         to a default or a reasonably foreseeable default, (y) such waiver would
         maximize recovery of total proceeds taking into account the value of
         such Prepayment Charge and related Mortgage Loan and (z) doing so is
         standard and customary in servicing similar Mortgage Loans (including
         any waiver of a Prepayment Charge in connection with a refinancing of a
         Mortgage Loan that is related to a default or a reasonably foreseeable
         default). In no event shall the Master Servicer waive a Prepayment
         Charge in connection with a refinancing of a Mortgage Loan that is not
         related to a default or a reasonably foreseeable default;

                  (ix)     The information set forth in the "monthly tape"
         provided to the Trustee or any of its affiliates is true and correct in
         all material respects;

                  (x)      With respect to each Mortgage Loan, the Assignment is
         in recordable form; (except that the name of the assignee and the
         recording information with respect to such Mortgage Loan is blank) and
         each Mortgage Loan was originated in the name of the Master Servicer or
         an affiliate thereof;

                  (xi)     The Master Servicer has fully furnished and shall
         continue to fully furnish, in accordance with the Fair Credit Reporting
         Act and its implementing regulations, accurate and complete information
         (e.g., favorable and unfavorable) on its borrower credit files to
         Equifax, Experian and Trans Union Credit Information Company or their
         successors on a monthly basis; and

                  (xii)    The Master Servicer shall transmit full-file credit
         reporting data for each Mortgage Loan pursuant to Fannie Mae Guide
         Announcement 95-19 and for each Mortgage Loan, the Master Servicer
         shall report one of the following statuses each



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<PAGE>


         month as follows: new origination, current, delinquent (30-, 60-,
         90-days, etc.), foreclosed, or charged-off.

                  It is understood and agreed that the representations,
warranties and covenants set forth in this Section 2.05 shall survive delivery
of the Mortgage Files to the Trustee or to a Custodian, as the case may be, and
shall inure to the benefit of the Trustee, the Depositor and the
Certificateholders. Upon discovery by any of the Depositor, the NIMS Insurer,
the Master Servicer or the Trustee of a breach of any of the foregoing
representations, warranties and covenants which materially and adversely affects
the value of any Mortgage Loan, Prepayment Charge or the interests therein of
the Certificateholders, the party discovering such breach shall give prompt
written notice (but in no event later than two Business Days following such
discovery) to the NIMS Insurer and the Trustee. Subject to Section 7.01, the
obligation of the Master Servicer set forth in Section 2.03(b) to cure breaches
(or in the case of the representations, warranties and covenants set forth in
Section 2.05(vii) and Section 2.05(viii) above, to otherwise remedy such
breaches pursuant to Section 2.03(b)) shall constitute the sole remedies against
the Master Servicer available to the Certificateholders, the Depositor or the
Trustee on behalf of the Certificateholders respecting a breach of the
representations, warranties and covenants contained in this Section 2.05. The
preceding sentence shall not, however, limit any remedies available to the
Certificateholders, the Depositor or the Trustee on behalf of the
Certificateholders (other than in the case of the representations, warranties
and covenants set forth in Section 2.05(vii) and Section 2.05(viii) above)
pursuant to the Mortgage Loan Purchase Agreement signed by the Master Servicer
in its capacity as Seller, respecting a breach of the representations,
warranties and covenants of the Master Servicer in its capacity as Seller
contained in the Mortgage Loan Purchase Agreement.

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

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



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<PAGE>


                  SECTION 2.07.   Conveyance of the REMIC I Regular Interests;
                                  Acceptance of REMIC I by the Trustee; Issuance
                                  of Class R Certificates.

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

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



                                  ARTICLE III

                          ADMINISTRATION AND SERVICING
                              OF THE MORTGAGE LOANS

                  SECTION 3.01.   Master Servicer to Act as Master Servicer.

                  The Master Servicer shall 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 (i) the terms of the respective Mortgage
Loans and any insurance policies related thereto, (ii) all Applicable
Regulations, (iii) the terms of this Agreement, (iv) the Loss Mitigation Action
Plan, if applicable, and (v) to the extent consistent with the preceding
requirements, 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 prudent mortgage lenders and loan servicers
administering similar mortgage loans but without regard to:

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



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<PAGE>


                  (ii)     the 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 Sub-Servicer's right to
         receive compensation for its services hereunder or with respect to any
         particular transaction (the "Servicing Standard").

                  Subject only to the above-described servicing standards and
the terms of this Agreement and of the respective Mortgage Loans, the Master
Servicer shall have full power and authority, acting alone or through
Sub-Servicers as provided in Section 6.06, 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 Sub-Servicer is hereby
authorized and empowered by the Trustee, in accordance with the servicing
standards set forth above, (i) to execute and deliver, on behalf of the
Certificateholders and the Trustee, any and all instruments of satisfaction or
cancellation, or of partial or full release or discharge, or of forbearance, or
of modification and all other comparable instruments, with respect to the
Mortgage Loans and the Mortgaged Properties, (ii) to institute foreclosure
proceedings or obtain a deed-in-lieu of foreclosure to convert the ownership of
such properties, and to hold or cause to be held title to such properties, in
the name of the Trust Fund, on behalf of the Trustee and the Certificateholders,
(iii) to market, sell and transfer title of REO Properties held in the name of
the Trust Fund to third party purchasers upon terms and conditions the Master
Servicer deems reasonable under the Servicing Standard, (iv) to bring or respond
to civil actions or complaints (in its own name or that of the Trust Fund or the
Trustee on behalf of the Trust Fund) related to any Mortgage Loan, Mortgaged
Property or REO Property held by the Trust Fund and (v) to execute any other
document necessary or appropriate to enable the Master Servicer to carry out its
servicing and administrative duties hereunder consistent with the Servicing
Standard.

                  At the written request of the Master Servicer, the Trustee
shall execute and furnish to the Master Servicer such documents as are necessary
or appropriate to enable the Master Servicer to carry out its servicing and
administrative duties hereunder. By execution of this Agreement, the Trustee, on
behalf of the Trust Fund, hereby grants to the Master Servicer a power of
attorney to execute any and all documents necessary to carry out any and all
servicing duties described in this Agreement (including the taking of and
transferring title of REO Properties to third parties held in the name of the
Trustee for the benefit of the Trust) and expressly confirms that this paragraph
along with the face page and a copy of the signature page (duly executed) to
this Agreement shall constitute the power of attorney for evidentiary and/or
recording purposes. The Trustee shall not be liable for the actions of the
Master Servicer or any Sub-Servicers under such powers of attorney.

                  Subject to Section 3.04(d) hereof, in accordance with the
Servicing Standard, 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



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advances shall be Servicing Advances reimbursable in the first instance from
related collections from the Mortgagors pursuant to Section 3.04(d), and further
as provided in Section 3.05(a). Any cost incurred by the Master Servicer or by
Sub-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 Stated Principal Balance of the
related Mortgage Loan, notwithstanding that the terms of such Mortgage Loan so
permit.

                  Consistent with the terms of this Agreement, the Master
Servicer may waive, modify or vary any term of any Mortgage Loan or consent to
the postponement of strict compliance with any such term or in any manner grant
indulgence to any Mortgagor if such waiver, modification, postponement or
indulgence is in conformity with the Servicing Standard; provided, however,
that:

                  (A)      the Master Servicer shall not make future advances
         (except as provided in Section 4.03);

                  (B)      the Master Servicer shall not permit any modification
         with respect to any Mortgage Loan that would change the Mortgage Rate,
         defer or forgive the payment of any principal or interest payments,
         reduce the outstanding Stated Principal Balance (except for reductions
         resulting from actual payments of principal) or extend the final
         maturity date on such Mortgage Loan (unless as provided in Section
         3.02, (i) the Mortgagor is in default with respect to the Mortgage Loan
         or (ii) such default is, in the judgment of the Master Servicer,
         reasonably foreseeable); and

                  (C)      the Master Servicer shall not consent to (i) partial
         releases of Mortgages, (ii) alterations, (iii) removal, demolition or
         division of properties subject to Mortgages, (iv) modification or (v)
         second mortgage subordination agreements with respect to any Mortgage
         Loan that would: (i) affect adversely the status of any Trust REMIC as
         a REMIC, (ii) cause any Trust REMIC to be subject to a tax on
         "prohibited transactions" or "contributions" pursuant to the REMIC
         Provisions, or (iii) both (x) effect an exchange or reissuance of such
         Mortgage Loan under Section 1001 of the Code (or Treasury regulations
         promulgated thereunder) and (y) cause any Trust REMIC constituting part
         of the Trust Fund to fail to qualify as a REMIC under the Code or the
         imposition of any tax on "prohibited transactions" or "contributions"
         after the Startup Day under the REMIC Provisions.

                  To the extent consistent with the terms of this Agreement,
including Section 2.03 and Section 2.05, the Master Servicer may waive (or
permit a Sub-Servicer to waive) a Prepayment Charge only under the following
circumstances: (i) such waiver is standard and customary in servicing similar
Mortgage Loans and (ii) such waiver relates to a default or a reasonably
foreseeable default and would, in the reasonable judgment of the Master
Servicer, maximize recovery of total proceeds taking into account the value of
such Prepayment Charge and the related Mortgage Loan.

                  The Master Servicer may delegate its responsibilities under
this Agreement; provided, however, that no such delegation shall release the
Master Servicer from the



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responsibilities or liabilities arising under this Agreement. All references to
Master Servicer in this Agreement shall be deemed to include any Sub-Servicer
duly appointed by the Master Servicer pursuant to this Agreement.

                  SECTION 3.02.   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 Servicer may in its discretion (i) waive any late
payment charge or, if applicable, penalty interest, (ii) waive any provision of
any Mortgage Loan requiring the related Mortgagor to submit to mandatory
arbitration with respect to disputes arising thereunder or (iii) extend the due
dates for the Monthly Payments due on a Mortgage Note for a period of not
greater than 180 days; provided that any extension pursuant to clause (iii)
above shall not affect the amortization schedule of any Mortgage Loan for
purposes of any computation hereunder. The NIMS Insurer's prior written consent
shall be required for any modification, waiver or amendment if the aggregate
number of outstanding Mortgage Loans which have been modified, waived or amended
exceeds 5% of the number of Mortgage Loans as of the Cut-off Date. In the event
of any such arrangement pursuant to clause (iii) above, the Master Servicer
shall make timely advances on such Mortgage Loan during such extension pursuant
to Section 4.03 and in accordance with the amortization schedule of such
Mortgage Loan without modification thereof by reason of such arrangements.

                  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 Servicing
Standard, 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 Stated 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"), provided, however, that in
determining which course of action permitted by this sentence it shall pursue,
the Master Servicer shall adhere to the Loss Mitigation Action Plan. The Master
Servicer's analysis supporting any forbearance and the conclusion that any
forbearance meets the standards of Section 3.01 and the Loss Mitigation Action
Plan shall be reflected in writing in the Mortgage File.

                  In the event that a shortfall in any collection on or
liability with respect to any Mortgage Loan results from or is attributable to
adjustments to Mortgage Rates, Monthly Payments or Stated Principal Balances
that were made by the Master Servicer in a manner not consistent with the terms
of the related Mortgage Note and this Agreement, the Master Servicer, upon
discovery or receipt of notice thereof, immediately shall deliver to the Trustee
for deposit in the Distribution Account from its own funds the amount of any
such shortfall and shall



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indemnify and hold harmless the Trust Fund, the Trustee, the Depositor and any
successor master servicer in respect of any such liability. Such indemnities
shall survive the termination or discharge of this Agreement.

                  SECTION 3.03.   [Reserved].

                  SECTION 3.04.   Collection Account, Escrow Account and
                                  Distribution Account.

                  (a)      COLLECTION ACCOUNT. On behalf of the Trust Fund, the
Master Servicer shall segregate and hold all funds collected and received
pursuant to each Mortgage Loan separate and apart from any of its own funds and
general assets and shall establish and maintain in the name of the Trustee one
or more accounts (such account or accounts, the "Collection Account") in
accordance with this Section 3.04, held in trust for the benefit of the Trustee
and the Certificateholders.

                  (b)      DEPOSITS TO THE COLLECTION ACCOUNT. On behalf of the
Trust Fund, the Master Servicer shall deposit or cause to be deposited in the
clearing account (which account must be an Eligible 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 Collection Account, in no event more than two
Business Days after the deposit of such funds into the clearing account, as and
when received or as otherwise required hereunder, and retain therein, the
following payments and collections received or made by it subsequent to the
Cut-off Date with respect to the Mortgage Loans, 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 and REO Properties;

                  (ii)     all payments on account of interest on the Mortgage
         Loans and REO Properties adjusted to the Net Mortgage Rate;

                  (iii)    all Insurance Proceeds and Liquidation Proceeds
         (other than proceeds to be held in the Escrow Account and applied to
         the restoration or repair of the Mortgaged Property or released to the
         Mortgagor in accordance with the Servicing Standard), Subsequent
         Recoveries and any amounts received in respect of the rental of any REO
         Property prior to REO Disposition;

                  (iv)     all proceeds related to the purchase, substitution or
         repurchase of any Mortgage Loan or REO Property in accordance with
         Section 2.03;

                  (v)      any amounts required to be deposited by the Master
         Servicer pursuant to Section 3.09 in connection with the deductible
         clause in any blanket hazard insurance policy, such deposit being made
         from the Master Servicer's own funds, without reimbursement therefor;



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<PAGE>


                  (vi)     any amounts required to be deposited by the Master
         Servicer pursuant to Section 3.06 in connection with any losses
         realized on Permitted Investments with respect to funds held in the
         Collection Account;

                  (vii)    all amounts required to be deposited in connection
         with shortfalls in principal amount of Qualified Substitute Mortgage
         Loans pursuant to Section 2.03 (for purposes of this clause (vii), the
         Cut-off Date with respect to any Qualified Substitute Mortgage Loan
         shall be deemed to be the date of substitution);

                  (viii)   any amounts required to be deposited by the Master
         Servicer pursuant to Section 4.03(b); and

                  (ix)     all Prepayment Charges collected by the Master
         Servicer, all Prepayment Charges payable by the Master Servicer
         pursuant to Section 2.03(b)(ii)(A) and all Master Servicer Prepayment
         Charge Payment Amounts payable by the Master Servicer pursuant to
         Section 2.03(b)(ii)(B) as limited by Section 2.03(b)(iii).

                  The foregoing requirements for deposit to 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, assumption fees, insufficient funds charges, modification fees and
other ancillary fees (but not Prepayment Charges) need not be deposited by the
Master Servicer in the Collection Account and shall upon collection, belong to
the Master Servicer as additional compensation for its servicing activities. 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.

                  (c)      ESCROW ACCOUNT. The Master Servicer shall segregate
and hold all funds collected and received pursuant to each Mortgage Loan which
constitute Escrow Payments separate and apart from any of its own funds and
general assets and shall establish and maintain in the name of the Trustee one
or more accounts (such account or accounts, the "Escrow Account") held in trust
for the benefit of the Certificateholders and the Trustee. (d) DEPOSITS TO THE
ESCROW ACCOUNT. The Master Servicer shall deposit or cause to be deposited in
the clearing account (which account must be an Eligible 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 Escrow Account, in no event more than two
Business Days after the deposit of such funds into the clearing account, as and
when received or as otherwise required hereunder, and retain therein:

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



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<PAGE>


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

                  (e)      DISTRIBUTION ACCOUNT. On behalf of the Trust Fund,
the Trustee shall segregate and hold all funds collected and received pursuant
to this Agreement separate and apart from any of its own funds and general
assets and shall establish and maintain in the name of the Trust Fund one or
more segregated accounts (such account or accounts, the "Distribution Account"),
held in trust for the benefit of the Certificateholders.

                  (f)      TRUSTEE DEPOSITS TO THE DISTRIBUTION ACCOUNT. Upon
receipt, the Trustee shall deposit or cause to be deposited into the
Distribution Account all payments of any nature received from the Master
Servicer in accordance with this Agreement. The Trustee shall deposit in the
Distribution Account any amounts required to be deposited pursuant to Section
3.06 in connection with losses realized on Permitted Investments with respect to
funds held in the Distribution Account. Furthermore, promptly upon receipt of
any Stayed Funds, whether from the Master Servicer, a trustee in bankruptcy, or
federal bankruptcy court or other source, the Trustee shall deposit such funds
in the Distribution Account, subject to withdrawal thereof pursuant to Section
7.02(b) or as otherwise permitted hereunder.

                  (g)      MASTER SERVICER TRANSFER OF FUNDS TO THE DISTRIBUTION
ACCOUNT. On behalf of the Trust Fund, the Master Servicer shall deliver to the
Trustee in immediately available funds for deposit in the Distribution Account
by 3:00 p.m. (New York time) on the Master Servicer Remittance Date, (i) that
portion of Available Funds (calculated without regard to the references in
clause (2) of the definition thereof to amounts that may be withdrawn from the
Distribution Account) for the related Distribution Date then on deposit in the
Collection Account, (ii) without duplication, the amount of all Prepayment
Charges collected by the Master Servicer, all Prepayment Charges payable by the
Master Servicer pursuant to Section 2.03(b)(ii)(A) and all Master Servicer
Prepayment Charge Payment Amounts payable by the Master Servicer pursuant to
Section 2.03(b)(ii)(B), subject to Section 2.03(b)(iii) (in each case to the
extent not related to Principal Prepayments occurring after the related
Prepayment Period) and (iii) any amounts reimbursable to an Advancing Person
pursuant to Section 3.23 and the terms of the related Advance Facility.

                  In addition, the Master Servicer shall deliver to the Trustee
from time to time as required by this Agreement, for deposit and the Trustee
shall so deposit, in the Distribution Account:

                  (i)      any Advances, as required pursuant to Section 4.03;

                  (ii)     any amounts required to be deposited pursuant to
         Section 3.13 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 3.16 and
         Section 9.01;

                  (iv)     any Compensating Interest as required pursuant to
         Section 4.03(e);



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<PAGE>


                  (v)      any Stayed Funds, as soon as permitted by the federal
         bankruptcy court having jurisdiction in such matters;

                  (vi)     any amounts required to be paid by the Master
         Servicer pursuant to Section 3.06 in connection with any losses
         realized on Permitted Investments with respect to funds held in the
         Collection Account; and

                  (vii)    any amounts required to be paid to the Trustee from
         the assets of the Trust Fund on deposit in the Collection Account
         pursuant to this Agreement, including but not limited to amounts
         required to be paid to the Trustee pursuant to Section 7.02 and Section
         8.05.

                  Funds held in the Collection Account pursuant to Section
3.04(b) may at any time be delivered by the Master Servicer to the Trustee for
deposit into the Distribution Account and for all purposes of this Agreement
shall be deemed to be a part of the Collection Account until the Business Day
prior to the Distribution Date; provided, however, that the Trustee shall have
the sole authority to withdraw any funds held pursuant to this paragraph. In the
event the Master Servicer shall deliver to the Trustee for deposit in the
Distribution Account any amount not required to be 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.

                  (h)      INVESTMENT OF ACCOUNT FUNDS. Funds on deposit in the
Collection Account, the Distribution Account, any REO Account and any Escrow
Account may be invested in Permitted Investments in accordance with the
provisions set forth in Section 3.06. Any investment earnings or interest paid
on funds deposited in the Collection Account, any REO Account and any Escrow
Account (subject to Section 3.05(b)) shall accrue to the benefit of the Master
Servicer and the Master Servicer shall be entitled to retain and withdraw such
interest from each such account on a daily basis. Any investment earnings or
interest paid on funds deposited in the Distribution Account, shall accrue to
the benefit of the Trustee and the Trustee shall be entitled to retain and
withdraw such interest from each such account on a daily basis.

                  (i)      CREATION, LOCATION AND SUBSEQUENT TRANSFERS OF
ACCOUNTS. Each account created pursuant to this Agreement must be an Eligible
Account. On or prior to the Closing Date, the Master Servicer and the Trustee
shall give notice, to each other, the NIMS Insurer and the Depositor of the
location of any account created by it pursuant to this Agreement. From time to
time, the Master Servicer and the Trustee may each transfer any account created
by it to a different depository institution provided that upon such transfer the
written notice is provided to all other parties listed in the preceding
sentence.

                  (j)      In order to comply with its duties under the U.S.A.
Patriot Act of 2001, the Trustee shall obtain and verify certain information and
documentation from the other parties to this Agreement including, but not
limited to, each such party's name, address, and other identifying information.




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                  SECTION 3.05.   Permitted Withdrawals From the Collection
                                  Account, Escrow Account and Distribution
                                  Account.

                  (a)      COLLECTION ACCOUNT. The Master Servicer may, from
time to time, withdraw from the Collection Account for the following purposes or
as described in Section 4.03:

                  (i)      to remit to the Trustee for deposit in the
         Distribution Account the amounts required to be so remitted pursuant to
         Section 3.04(g) or permitted to be so remitted pursuant to the last
         paragraph of Section 3.04(g);

                  (ii)     subject to Section 3.12(c), to reimburse itself for
         (a) any unpaid Servicing Fees, (b) any unreimbursed Servicing Advances
         and (c) any unreimbursed Advances, the Master Servicer's right to
         reimburse itself pursuant to this subclause (ii) being limited to any
         Late Collections, Liquidation Proceeds, Subsequent Recoveries and
         Insurance Proceeds received on the related Mortgage Loan and any
         amounts received in respect of the rental of the related REO Property
         prior to an REO Disposition that represent payments of principal and/or
         interest respecting which any such advance was made;

                  (iii)    to reimburse itself for (a) any unpaid Servicing Fees
         to the extent not recoverable under Section 3.05(a)(ii) and (b) any
         unpaid Advances or Servicing Advances that have been deemed
         Nonrecoverable Advances or Nonrecoverable Servicing Advances;

                  (iv)     to pay to itself any Prepayment Interest Excess;

                  (v)      to reimburse itself for any amounts paid pursuant to
         Section 3.12(b) (and not otherwise previously reimbursed);

                  (vi)     to pay to itself as servicing compensation any
         interest earned on funds in the Collection Account;

                  (vii)    subject to Section 4.03(b), to reimburse the Master
         Servicer in respect of any unreimbursed Advances to the extent of funds
         held in the Collection Account for future distribution that were not
         included in Available Funds for the preceding Distribution Date;

                  (viii)   to reimburse the Master Servicer or the Depositor for
         expenses incurred by or reimbursable to the Master Servicer or the
         Depositor, as the case may be, pursuant to Section 6.03;

                  (ix)     to remit to the Trustee any amounts that the Trustee
         is permitted to be paid or reimbursed from the assets of the Trust Fund
         pursuant to the terms of this Agreement, including the terms of Section
         7.02(a) and Section 8.05 of this Agreement;

                  (x)      to reimburse the NIMS Insurer, the Master Servicer
         (if the Master Servicer is not an Affiliate of the Seller) or the
         Trustee, as the case may be, for enforcement



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<PAGE>


         expenses reasonably incurred in respect of the breach or defect giving
         rise to the purchase obligation under Section 2.03 of this Agreement
         that were included in the Purchase Price of the Mortgage Loan,
         including any expenses arising out of the enforcement of the purchase
         obligation;

                  (xi)     to pay to the Master Servicer, the Depositor or the
         Seller, as the case may be, with respect to each Mortgage Loan that has
         previously been purchased or replaced pursuant to Section 2.03 or
         Section 3.16(a) all amounts received thereon subsequent to the date of
         purchase or substitution, as the case may be;

                  (xii)    to transfer funds in the Collection Account
         maintained at a particular depository to the Collection Account
         maintained at a different depository, pursuant to Section 3.04(i); and

                  (xiii)   to clear and terminate the Collection Account upon
         the termination of this Agreement.

                  On each Business Day as of the commencement of which the
balance on deposit in the Collection Account exceeds $75,000 following any
withdrawals pursuant to the next succeeding sentence, the amount of such excess
shall be remitted to the Trustee, but only if the Collection Account constitutes
an Eligible Account solely pursuant to clause (ii) of the definition of
"Eligible Account." If the balance on deposit in the Collection Account exceeds
$75,000 as of the commencement of business on any Business Day and the
Collection Account constitutes an Eligible Account solely pursuant to clause
(ii) of the definition of "Eligible Account," the Master Servicer shall, on or
before 3:00 p.m. New York time on such Business Day, withdraw from the
Collection Account any and all amounts payable or reimbursable to the Depositor,
the Master Servicer, the Trustee or any Sub-Servicer pursuant to Section 3.05
and shall pay such amounts to the Persons entitled thereto.

                  The foregoing requirements for withdrawal from the Collection
Account shall be exclusive. 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.

                  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),
(viii) and (xi) above. The Master Servicer shall provide written notification to
the Trustee and the NIMS Insurer on or prior to the next succeeding Master
Servicer Reporting Date, upon making any withdrawals from the Collection Account
pursuant to subclause (viii) above.

                  (b)      ESCROW ACCOUNT. The Master Servicer may, from time to
time, withdraw from the Escrow Account for the following purposes:

                  (i)      to effect payments of ground rents, taxes,
         assessments, water rates, hazard insurance premiums and comparable
         items;



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<PAGE>


                  (ii)     to reimburse the Master Servicer for any Servicing
         Advance made by the Master Servicer with respect to a related Mortgage
         Loan but only from amounts received on the related Mortgage Loan which
         represent late payments or Late Collections of Escrow Payments
         thereunder;

                  (iii)    to refund to the Mortgagor any funds as may be
         determined to be overages;

                  (iv)     for transfer to the Collection Account in accordance
         with the terms of this Agreement;

                  (v)      for application to restoration or repair of the
         Mortgaged Property;

                  (vi)     to pay to the Master Servicer, or to the Mortgagor to
         the extent required by the related Mortgage Loan or Applicable
         Regulations, any interest paid on the funds deposited in the Escrow
         Account;

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

                  (viii)   to transfer to the Collection Account any Insurance
         Proceeds.

                  In the event the Master Servicer shall deposit in an Escrow
Account any amount not required to be deposited therein, it may at any time
withdraw such amount from such Escrow Account, any provision herein to the
contrary notwithstanding. As part of its servicing duties, the Master Servicer
shall pay to the Mortgagor interest on funds in the Escrow Account, to the
extent required by the related Mortgage Loan or Applicable Regulations, and to
the extent that interest earned on funds in the Escrow Account is insufficient,
shall pay such interest from its own funds, without any reimbursement therefor.
The Master Servicer may pay to itself any excess interest on funds in the Escrow
Account, to the extent such action is in conformity with the Servicing Standard,
is permitted by law and such amounts are not required to be paid to Mortgagors
or used for any of the other purposes set forth above.

                  (c)      DISTRIBUTION ACCOUNT. The Trustee shall, from time to
time, make withdrawals from the Distribution Account, for any of the following
purposes:

                  (i)      to make distributions to Certificateholders in
         accordance with Section 4.01;

                  (ii)     to pay to itself amounts to which it is entitled
         pursuant to Section 8.05;

                  (iii)    to pay itself any interest income earned on funds
         deposited in the Distribution Account pursuant to Section 3.06;

                  (iv)     to reimburse itself pursuant to Section 7.01 and
         Section 7.02(b);

                  (v)      to pay any amounts in respect of taxes pursuant to
         Section 10.01(g)(iii);



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<PAGE>


                  (vi)     [reserved]; and

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

                  SECTION 3.06.   Investment of Funds in the Collection Account,
                                  the Escrow Account, the REO Account and the
                                  Distribution Account.

                  (a)      The Master Servicer may direct any depository
institution maintaining the Collection Account, the Escrow Account (subject to
Section 3.05(b)), and the REO Account and the Trustee may direct any depository
institution maintaining the Distribution Account (for purposes of this Section
3.06, each 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, (i) no later than the Business
Day immediately preceding the date on which such funds are required to be
withdrawn from such account pursuant to this Agreement, if a Person other than
the Trustee is the obligor thereon, and (ii) no later than the date on which
such funds are required to be withdrawn from such Investment Account pursuant to
this Agreement, if the Trustee is the obligor thereon. 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 (except with respect to investment
direction of funds held in the Collection Account, the Escrow Account, and the
REO Account) over each such investment and (except with respect to the income on
funds held in the Collection Account, the Escrow Account and the REO Account)
the income thereon, and any certificate 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:

                  (i)      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

                  (ii)     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)      All income in the nature of interest from the
investment of funds in the Collection Account, the Escrow Account (subject to
Section 3.05(b)) and the REO Account shall be for the benefit of the Master
Servicer as compensation for the Master Servicer's services pursuant to this
Agreement. The Master Servicer shall deposit in the Collection Account, the
Escrow Account, and the REO Account , as applicable, from its own funds the
amount of any loss incurred in respect of any such Permitted Investment made
with funds in such account immediately upon realization of such loss.



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                  (c)      All income in the nature of interest or earnings from
the investment of funds in the Distribution Account shall be for the benefit of
the Trustee as compensation for the Trustee's services pursuant to this
Agreement. The Trustee shall deposit in the Distribution Account from its own
funds the amount of any loss incurred on Permitted Investments in the
Distribution Account.

                  (d)      Funds on deposit in the Net WAC Rate Carryover
Reserve Account may be invested in Permitted Investments in accordance with
Section 4.11 and any investment earnings or interest paid shall accrue to the
benefit of the party designated in such section and the party so designated
shall deposit in the related account from its own funds the amount of any loss
incurred on Permitted Investments in such account.

                  (e)      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 NIMS Insurer or the Holders of
Certificates representing more than 50% of the Voting Rights allocated to any
Class of Certificates, shall take such action as may be appropriate to enforce
such payment or performance, including the institution and prosecution of
appropriate proceedings.

                  (f)      The Trustee or its Affiliates are permitted to
receive compensation that could be deemed to be in the Trustee's economic
self-interest for (i) serving as investment adviser, administrator, shareholder,
servicing agent, custodian or sub-custodian with respect to certain of the
Permitted Investments, (ii) using Affiliates to effect transactions in certain
Permitted Investments and (iii) effecting transactions in certain Permitted
Investments. Such compensation shall not be considered an amount that is
reimbursable or payable pursuant to Section 3.05.

                  SECTION 3.07.   Payment of Taxes, Insurance and Other Charges.

                  With respect to each Mortgage Loan, the Master Servicer shall
maintain accurate records reflecting the status of ground rents, taxes,
assessments, water rates and other charges which are or may become a lien upon
the Mortgaged Property and the status of fire and hazard insurance coverage and,
as to those Mortgage Loans subject to a voluntary escrow agreement, shall
obtain, from time to time, all bills for the payment of such charges (including
renewal premiums) and shall effect payment thereof prior to the applicable
penalty or termination date and at a time appropriate for securing maximum
discounts allowable, employing for such purpose deposits of the Mortgagor in the
Escrow Account which shall have been estimated and accumulated by the Master
Servicer in amounts sufficient for such purposes, as allowed under the terms of
the Mortgage or Applicable Regulations. The Master Servicer assumes full
responsibility for the timely payment of all such bills and shall effect timely
payments of all such bills irrespective of the Mortgagor's faithful performance
in the payment of same or the making of the Escrow Payments and shall make
Servicing Advances from its own funds to effect such payments. To the extent
that the Mortgage does not provide for Escrow Payments, the Master Servicer
shall use reasonable efforts consistent with the Servicing Standard to determine
that any such payments are made by the Mortgagor at the time they first become
due and shall ensure that



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the Mortgaged Property is not lost to a tax lien as a result of nonpayment and
that such Mortgaged Property is not left uninsured.

                  SECTION 3.08.   Maintenance of Hazard Insurance.

                  The Master Servicer shall cause to be maintained for each
Mortgage Loan fire insurance with extended coverage on the related Mortgaged
Property in an amount which is at least equal to the least of (i) the current
Stated Principal Balance of such Mortgage Loan, (ii) 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 and (iii) the maximum insurable value
of the improvements which are a part of such Mortgaged Property, 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 Stated Principal Balance of the related
Mortgage Loan, plus accrued interest at the Mortgage Rate and related Servicing
Advances (each measured at the time it became an REO Property). The Master
Servicer shall 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 3.05, if received in respect of a
Mortgage Loan, or in the REO Account, subject to withdrawal pursuant to Section
3.13, 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 Stated
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 any time in an area identified in the Federal Register by
the Federal Emergency Management Agency as having special flood hazards, the
Master Servicer shall 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 Stated Principal Balance of the related Mortgage Loan; (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); and (iii) the
maximum insurable value of the improvements which are part of the related
Mortgaged Property.

                  SECTION 3.09.   Maintenance of Mortgage Blanket Insurance.

                  In the event that the Master Servicer shall obtain and
maintain a blanket policy with an insurer having a General Policy Rating of
"A:V" or better in Best's Key Rating Guide



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(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 sentences of Section
3.08, 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 Section 3.08, 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.

                  SECTION 3.10.   Fidelity Bond; Errors and Omissions Insurance.

                  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
provide the Trustee and the NIMS Insurer (upon reasonable request) with copies
of any such insurance policies and fidelity bond. 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 shall also cause each
Sub-Servicer to maintain a policy of insurance covering errors and omissions and
a fidelity bond which would meet such requirements.

                  SECTION 3.11.   Enforcement of Due-On-Sale Clauses; Assumption
                                  Agreements.

                  The Master Servicer shall, 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 its rights 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 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 is authorized to enter into an assumption and
modification agreement from or with the person to whom such property has been
conveyed or is



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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. 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, or a new policy meeting the requirements of this Section is obtained.
Any fee collected by the Master Servicer in respect of an assumption 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 or otherwise
permitted under Section 3.01. The Master Servicer shall notify the Trustee and
any respective Custodian that any such substitution or assumption agreement has
been completed by forwarding to the Trustee or to such Custodian, as the case
may be, the executed original of such substitution 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 3.11,
the term "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 3.12.   Realization Upon Defaulted Mortgage Loans.

                  (a)      The Master Servicer shall, consistent with the
Servicing Standard and the Loss Mitigation Action Plan, foreclose upon or
otherwise comparably convert the ownership of properties securing such of the
Mortgage Loans as come into and continue in default and as to which no
satisfactory arrangements can be made for collection of delinquent payments
pursuant to Section 3.02. 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 shall be recoverable as Servicing Advances by the Master
Servicer as contemplated in Section 3.05 and Section 3.13. 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



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discretion that such restoration shall 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 3.12 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.

                  Notwithstanding the foregoing, if such environmental audit
reveals, or if the Master Servicer has actual knowledge or notice, that such
Mortgaged Property contains such toxic or hazardous wastes or substances, the
Master Servicer shall not foreclose or accept a deed in lieu of foreclosure
without the prior written consent of the NIMS Insurer.

                  The cost of the environmental audit report contemplated by
this Section 3.12 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 3.05(a)(v), 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



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Property, then the Master Servicer shall take such action as it deems to be in
the best economic interest of the Trust Fund; provided, however, that the Master
Servicer shall not proceed with foreclosure or acceptance of a deed in lieu of
foreclosure if the estimated costs of the environmental clean up, as estimated
in the environmental audit report, together with the Advances made by the Master
Servicer and the estimated costs of foreclosure or acceptance of a deed in lieu
of foreclosure exceeds the estimated value of the Mortgaged Property. 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 3.05(a)(v), 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)      Proceeds received in connection with any Final
Recovery Determination, as well as any recovery resulting from a partial
collection of Insurance Proceeds, Subsequent Recoveries or Liquidation Proceeds,
in respect of any Mortgage Loan, shall be applied in the following order of
priority: FIRST, to reimburse the Master Servicer or any Sub-Servicer for any
related unreimbursed Servicing Advances and Advances, pursuant to Section
3.05(a)(ii); 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 shall be allocated by the Master
Servicer as follows: FIRST, to unpaid Servicing Fees; and SECOND, to the balance
of the interest then due and owing. The portion of the recovery so allocated to
unpaid Servicing Fees shall be reimbursed to the Master Servicer or any
Sub-Servicer pursuant to Section 3.05(a)(ii).

                  SECTION 3.13.   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. Pursuant to the power of attorney granted in
Section 3.01, the Master Servicer is hereby authorized to transfer the title of
any REO Property taken in the name of the Trustee to a third party purchaser
pursuant to this Section 3.13 without further documentation of its authority as
attorney-in-fact for the Trustee on behalf of the Trust. The Master Servicer, on
behalf of the Trust Fund (and on behalf of the Trustee for the benefit of the
Certificateholders), shall either sell any REO Property before the close of the
third taxable year after the year the Trust Fund acquires ownership of such REO
Property for purposes of Section 860G(a)(8) of the Code or request from the
Internal Revenue Service, no later than 60 days before the day on which the
three-year grace period would otherwise expire, an extension of the three-year
grace period, unless the Master Servicer shall have delivered to the Trustee,
the NIMS Insurer and the Depositor an Opinion of Counsel, addressed to the
Trustee, the NIMS Insurer and the Depositor, to the effect that the holding by
the Trust Fund of such REO Property subsequent to three years after its
acquisition shall not result in the imposition on any Trust REMIC of taxes on
"prohibited transactions" thereof, as defined in Section 860F of the Code, or
cause any Trust REMIC to fail to qualify as a REMIC under Federal law at any
time that any Certificates are outstanding. The Master Servicer shall



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manage, conserve, protect and operate each REO Property for the benefit of the
Certificateholders and 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 any Trust 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 segregate and hold all
funds collected and received in connection with the operation of any REO
Property separate and apart from its own funds and general assets and shall
establish and maintain 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 (including the Loss Mitigation Action Plan), 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 and
appropriate to effect the prompt disposition and sale of the REO Property. In
connection therewith, the Master Servicer shall deposit, or cause to be
deposited in the clearing account (which account must be an Eligible 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 deposit of such funds into the clearing account, 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 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



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judgment, the payment of such amounts shall be recoverable from the rental or
sale of the REO Property.

                  Notwithstanding the Master Servicer's obligation to the
Certificateholders to manage and operate (including the collection of rents from
existing tenants and management of any leases acquired with the REO property to
the extent applicable) the REO Property from the date of acquisition until the
date of sale, neither the Master Servicer nor the Trustee shall knowingly:

                  (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 shall 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 shall 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 and the NIMS Insurer, to the effect that such
action shall 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 Trust Fund, and (B) the Master Servicer has received written
notice from the Trustee that it has received written consent from the NIMS
Insurer (which consent shall not be unreasonably withheld) that the specific
action may be taken.

                  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 3.13(c)
         relating to any such contract or to actions taken through any such
         Independent Contractor shall be deemed to relieve



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         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.

                  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. The Master Servicer shall not engage an Independent
Contractor to engage in any activities that the Master Servicer would not be
permitted to engage in itself in accordance with the other provisions of this
Agreement (including the Loss Mitigation Action Plan).

                  (d)      In addition to the withdrawals permitted under
Section 3.13(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 Sub-Servicer
unpaid Servicing Fees in respect of the related Mortgage Loan; and (ii) to
reimburse itself or any Sub-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 3.04(g)(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 3.13(c) or this Section 3.13(d).

                  (e)      Subject to the time constraints set forth in Section
3.13(a) (including the constraint that the Master Servicer hold and manage each
REO Property "solely for the purpose of its prompt disposition") each REO
disposition shall be carried out by the Master Servicer at such price and upon
such terms and conditions as shall be in conformity with the requirements of the
Loss Mitigation Action Plan and as shall be normal and usual in its general
servicing activities for similar properties.

                  (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 Sub-Servicer as provided above, shall be deposited in the Distribution
Account in accordance with Section 3.04(g)(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).



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                  SECTION 3.14.   [Reserved].

                  SECTION 3.15.   Reports of Foreclosure and Abandonment of
                                  Mortgaged Properties.

                  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 3.16.   Optional Purchase of Defaulted Mortgage Loans.

                           (a)      (i) The NIMS Insurer may, at its option,
         purchase a Mortgage Loan which has become 90 or more days delinquent or
         for which the Master Servicer has accepted a deed in lieu of
         foreclosure. Prior to purchase pursuant to this Section 3.16(a)(i), the
         Master Servicer shall be required to continue to make Advances pursuant
         to Section 4.03. The NIMS Insurer shall not use any procedure in
         selecting Mortgage Loans to be repurchased which is materially adverse
         to the interests of the Certificateholders. The NIMS Insurer shall
         purchase such delinquent Mortgage Loan at a price equal to the Purchase
         Price of such Mortgage Loan. Any such purchase of a Mortgage Loan
         pursuant to this Section 3.16(a)(i) shall be accomplished by remittance
         to the Master Servicer for deposit in the Collection Account of the
         amount of the Purchase Price. The Trustee shall effectuate the
         conveyance of such delinquent Mortgage Loan to the NIMS Insurer to the
         extent necessary, as requested, and the Trustee shall promptly deliver
         all documentation to the NIMS Insurer.

                  (i)      During the first full calendar month (but excluding
         the last Business Day thereof) following a Mortgage Loan or related REO
         Property becoming 90 days or more delinquent, the Master Servicer shall
         have the option, but not the obligation to purchase from the Trust Fund
         any such Mortgage Loan or related REO Property that is then still 90
         days or more delinquent, which the Master Servicer determines in good
         faith shall 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 Collection Account, and the
         Trustee, upon written certification of such deposit, shall release or
         cause to be released to the Master Servicer the related Mortgage File
         and the Trustee 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 the Master Servicer
         title to any Mortgage Loan or related REO Property released pursuant
         hereto.

                  (b)      If with respect to any delinquent Mortgage Loan or
related REO Property, the option of the Master Servicer set forth in the
preceding paragraph shall have arisen but the Master Servicer shall have failed
to exercise such option on or before the Business Day



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preceding the last Business Day of the calendar month following the calendar
month during which such Mortgage Loan or related REO Property first became 90
days or more delinquent, then such option shall automatically expire; provided,
however, that if any such Mortgage Loan or related REO Property shall cease to
be 90 days or more delinquent but then subsequently shall again become 90 days
or more delinquent, then the Master Servicer shall be entitled to another
repurchase option with respect to such Mortgage Loan or REO Property as provided
in the preceding paragraph.

                  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
promptly notify the Trustee and any related Custodian by a certification in the
form of Exhibit E or such other form supplied by the Master Servicer provided
that it does not differ from the substantive content of Exhibit E (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 3.04(b) have been or
shall be so deposited) of a Servicing Officer and shall request delivery to it
of the Mortgage File. Upon receipt of such certification and request, the
Trustee or such Custodian, as the case may be, shall promptly release (and in no
event more than three (3) Business Days thereafter) the related Mortgage File to
the Master Servicer. 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 and any related Custodian shall, upon request of the Master Servicer and
delivery to the Trustee or such Custodian, as the case may be, of a Request for
Release in the form of Exhibit E or such other form supplied by the Master
Servicer provided that it does not differ from the substantive content of
Exhibit E, release the related Mortgage File to the Master Servicer, and the
Trustee shall, at the direction of the Master Servicer, execute such documents
as shall be necessary to the prosecution of any such proceedings and the Master
Servicer shall retain such Mortgage File in trust for the benefit of the
Certificateholders. Such Request for Release shall obligate the Master Servicer
to return each and every document previously requested from the Mortgage File to
the Trustee or to such Custodian when the need therefor by the Master 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 has delivered to the Trustee a certificate of a Servicing
Officer certifying as to 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



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become an REO Property, upon request, a copy of the Request for Release shall be
released by the Trustee or such Custodian to the Master Servicer.

                  (c)      Upon written certification of a Servicing Officer,
the Trustee shall execute and deliver to the Master Servicer any court
pleadings, requests for trustee's sale or other documents reasonably 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 shall 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.

                  (d)      The Trustee and the Master Servicer may mutually
agree on policies and procedures (commercially reasonable in nature) to allow
the submission of any and all requests for the release of a Mortgage File
electronically with a digital signature or other identifier to designate the
Servicing Officer of the Master Servicer requesting such collateral.

                  SECTION 3.18.   Servicing Compensation.

                  As compensation for the activities of the Master Servicer
hereunder, the Master Servicer shall be entitled to the Servicing Fee with
respect to each Mortgage Loan payable solely from payments of interest in
respect of such Mortgage Loan, subject to Section 4.03(e). In addition, the
Master Servicer shall be entitled to recover unpaid Servicing Fees out of
Insurance Proceeds, Subsequent Recoveries or Liquidation Proceeds to the extent
permitted by Section 3.05(a)(ii), out of general funds in the Collection Account
to the extent permitted by Section 3.05(a) and out of amounts derived from the
operation and sale of an REO Property to the extent permitted by Section 3.13.
The right to receive the Servicing Fee may not be transferred in whole or in
part except in connection with the transfer of all of the Master Servicer's
responsibilities and obligations under this Agreement.

                  Additional servicing compensation in the form of assumption
fees, late payment charges, insufficient funds fees, reconveyance fees and other
similar fees and charges (other than Prepayment Charges) shall be retained by
the Master Servicer only to the extent such amounts, fees or charges are
received by the Master Servicer. The Master Servicer shall also be entitled
pursuant to Section 3.05(a)(vi) to withdraw from the Collection Account,
pursuant to Section 3.04(h) to withdraw from any Escrow Account and pursuant to
Section 3.13(b) to withdraw from any REO Account, as additional servicing
compensation, interest or other income earned on deposits therein, subject to
Section 3.06. 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 3.08, Section 3.09 and Section 3.10, to
the extent such premiums are not paid by the related Mortgagors or by a
Sub-Servicer, servicing compensation of each Sub-Servicer, and to the extent
provided in Section 8.05, the fees and expenses of the



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Trustee) and shall not be entitled to reimbursement therefor except as
specifically provided herein.

                  SECTION 3.19.   Statement as to Compliance.

                  The Master Servicer shall deliver to the Trustee, the NIMS
Insurer, the Depositor and each Rating Agency on or before March 15th of each
calendar year commencing in 2006, an Officers' Certificate in a form similar to
Exhibit M attached hereto agreeable to the parties hereto, stating, as to each
signatory thereof, that (i) a review of the activities of the Master Servicer
during the preceding calendar year and of performance under this Agreement has
been made under such officers' supervision and (ii) to the best of such
officers' knowledge, based on such review, the Master Servicer has fulfilled all
of its obligations under this Agreement throughout such year, or, if there has
been a default in the fulfillment of any such obligation, specifying each such
default known to such officer and the nature and status thereof. Copies of any
such statement shall be provided by the Trustee to any Certificateholder and to
any Person identified to the Trustee as a prospective transferee of a
Certificate, upon the request and at the expense of the requesting party,
provided that such statement is delivered by the Master Servicer to the Trustee.

                  SECTION 3.20.   Independent Public Accountants' Servicing
                                  Report.

                  Not later than March 15th of each calendar year commencing in
2006, the Master Servicer, at its expense, shall cause a nationally recognized
firm of independent certified public accountants to furnish to the Master
Servicer a report stating that (i) it has obtained a letter of representation
regarding certain matters from the management of the Master Servicer which
includes an assertion that the Master Servicer has complied with certain minimum
residential mortgage loan servicing standards, identified in the Uniform Single
Attestation Program for Mortgage Bankers established by the Mortgage Bankers
Association of America, with respect to the servicing of residential mortgage
loans during the most recently completed calendar year and (ii) on the basis of
an examination conducted by such firm in accordance with standards established
by the American Institute of Certified Public Accountants, such representation
is fairly stated in all material respects, subject to such exceptions and other
qualifications that may be appropriate. In rendering its report such firm may
rely, as to matters relating to the direct servicing of residential mortgage
loans by Sub-Servicers, upon comparable reports of firms of independent
certified public accountants rendered on the basis of examinations conducted in
accordance with the same standards (rendered within one year of such report)
with respect to those Sub-Servicers. Immediately upon receipt of such report,
the Master Servicer shall furnish a copy of such report to the Trustee, the NIMS
Insurer and each Rating Agency. Copies of such statement shall be provided by
the Trustee to any Certificateholder upon request at the Master Servicer's
expense, provided that such statement is delivered by the Master Servicer to the
Trustee. In the event such firm of independent certified public accountants
requires the Trustee to agree to the procedures performed by such firm, the
Master Servicer shall direct the Trustee in writing to so agree; it being
understood and agreed that the Trustee shall deliver such letter of agreement in
conclusive reliance upon the direction of the Master Servicer, and the Trustee
has not made any independent inquiry or investigation as to, and shall have no
obligation or liability in respect of, the sufficiency, validity or correctness
of such procedures.



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                  SECTION 3.21.   Access to Certain Documentation.

                  The Master Servicer shall provide to the Office of Thrift
Supervision, the FDIC, and any other federal or state banking or insurance
regulatory authority that may exercise authority over any Certificateholder or
Certificate Owner, access to the documentation regarding the Mortgage Loans
required by applicable laws and regulations. Such access shall be afforded
without charge, but only upon reasonable request and during normal business
hours at the offices of the Master Servicer designated by it. In addition,
access to the documentation regarding the Mortgage Loans shall be provided to
any Certificateholder or Certificate Owner, the Trustee, the NIMS Insurer and to
any Person identified to the Master Servicer as a prospective transferee of a
Certificate, upon reasonable request during normal business hours at the offices
of the Master Servicer designated by it at the expense of the Person requesting
such access. In each case, access to any documentation regarding the Mortgage
Loans may be conditioned upon the requesting party's acknowledgment in writing
of a confidentiality agreement regarding any information that is required to
remain confidential under the Gramm-Leach-Bliley Act of 1999.

                  SECTION 3.22.   [Reserved].

                  SECTION 3.23.   Advance Facility.

                  (a)      The Master Servicer and/or the Trustee on behalf of
the Trust Fund, in either case, with the consent of the NIMS Insurer and the
Master Servicer in the case of the Trustee, is hereby authorized to enter into a
facility (an "Advance Facility") with any Person (an "Advancing Person") (1)
under which the Master Servicer sells, assigns or pledges to the Advancing
person the Master Servicer's rights under this Agreement to be reimbursed for
any Advances and/or Servicing Advances or (2) which provides that the Advancing
Person may fund Advances and/or Servicing Advances to the Trust Fund under this
Agreement, although no such facility shall reduce or otherwise affect the Master
Servicer's obligation to fund such Advances and/or Servicing Advances. If the
Master Servicer enters into such an Advance Facility pursuant to this Section
3.23, upon reasonable request of the Advancing Person, the Trustee shall execute
a letter of acknowledgment, confirming its receipt of notice of the existence of
such Advance Facility. To the extent that an Advancing Person funds any Advance
or any Servicing Advance or is assigned the right to be reimbursed for any
Advance or Servicing Advance and provides the Trustee with notice acknowledged
by the Master Servicer that such Advancing Person is entitled to reimbursement
directly from the Trustee pursuant to the terms of the Advance Facility, such
Advancing Person shall be entitled to receive reimbursement pursuant to this
Agreement for such amount to the extent provided in Section 3.23(b). Such notice
from the Advancing Person must specify the amount of the reimbursement, the
Section of this Agreement that permits the applicable Advance or Servicing
Advance to be reimbursed and the section(s) of the Advance Facility that entitle
the Advancing Person to request reimbursement from the Trustee, rather than the
Master Servicer, and include the Master Servicer's acknowledgment thereto or
proof of an Event of Default under the Advance Facility. The Trustee shall have
no duty or liability with respect to any calculation of any reimbursement to be
paid to an Advancing Person and shall be entitled to rely without independent
investigation on the Advancing Person's notice provided pursuant to this Section
3.23. An Advancing Person whose obligations hereunder are limited to the funding
of Advances and/or Servicing Advances shall not be required to meet the



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qualifications of a Master Servicer or a Sub-Servicer pursuant to Section 6.06
hereof and shall not be deemed to be a Sub-Servicer under this Agreement. If the
terms of a facility proposed to be entered into with an Advancing Person by the
Trust Fund would not materially and adversely affect the interests of any
Certificateholder, then the NIMS Insurer shall not withhold its consent to the
Trust Fund's entering such facility.

                  (b)      If, pursuant to the terms of the Advance Facility, an
Advancing Person is entitled to reimbursement directly from the Trustee, then
the Master Servicer shall not reimburse itself therefor under Section
3.05(a)(ii), Section 3.05(a)(iii) or Section 3.05(a)(v) prior to the remittance
to the Trust Fund, but instead the Master Servicer shall include such amounts in
the applicable remittance to the Trustee made pursuant to Section 3.04(g) to the
extent of amounts on deposit in the Collection Account on the related Master
Servicer Remittance Date. The Trustee is hereby authorized to pay to the
Advancing Person reimbursements for Advances and Servicing Advances from the
Distribution Account, to the extent permitted under the terms of the Advance
Facility, to the same extent the Master Servicer would have been permitted to
reimburse itself for such Advances and/or Servicing Advances in accordance with
Section 3.05(a)(ii), Section 3.05(a)(iii) or Section 3.05(a)(v), as the case may
be, had the Master Servicer itself funded such Advance or Servicing Advance. The
Trustee is hereby authorized to pay directly to the Advancing Person such
portion of the Servicing Fee as the parties to any Advance Facility agree to in
writing delivered to the Trustee. An Advance Facility may provide that the
Master Servicer will otherwise cause the remittance of Advance and/or Servicing
Advance reimbursement amounts to the Advancing Person, in which case the
foregoing sentences in this Section 3.23(b) shall not apply.

                  (c)      All Advances and Servicing Advances made pursuant to
the terms of this Agreement shall be deemed made and shall be reimbursed on a
"first in first out" (FIFO) basis.

                  (d)      In the event the Master Servicer is terminated
pursuant to Section 7.01, the Advancing Person shall succeed to the terminated
Master Servicer's right of reimbursement set forth in Section 7.02(c) to the
extent of such Advancing Person's financing of or receipt of assignment or
pledge of the right to be reimbursed for Advances or Servicing Advances
hereunder then remaining unreimbursed.

                  (e)      None of the Trust Fund, any party to this Agreement
or any other Person shall have any right or claim (including without limitation
any right of offset or recoupment) to any amounts allocable under this Agreement
to the reimbursement of Advances or Servicing Advances that have been assigned,
conveyed or pledged to an Advancing Person, or that relate to Advances or
Servicing Advances that were funded by an Advancing Person.

                  (f)      Any amendment to this Section 3.23 or to any other
provision of this Agreement that may be necessary or appropriate to effect the
terms of an Advance Facility as described generally in this Section 3.23,
including amendments to add provisions relating to a successor master servicer,
may be entered into by the Trustee and the Master Servicer without the consent
of any Certificateholder but with the consent of the NIMS Insurer and written
confirmation from each Rating Agency that the amendment shall not result in the
reduction or withdrawal of the then-current ratings of any outstanding Class of
Certificates or any other notes



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secured by collateral which includes all or a portion of the Class CE
Certificates, the Class P Certificates and/or the Residual Certificates,
notwithstanding anything to the contrary in this Agreement.

                                   ARTICLE IV

                         PAYMENTS TO CERTIFICATEHOLDERS

                  SECTION 4.01.   Distributions.

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

                  (i)      first, to the Holders of REMIC I Regular Interest
         I-LTAA, REMIC I Regular Interest I-LTA1A, REMIC I Regular Interest
         I-LTA1B, REMIC I Regular Interest I-LTA2A, REMIC I Regular Interest
         I-LTA2B, REMIC I Regular Interest I-LTA3A, REMIC I Regular Interest
         I-LTA3B, REMIC I Regular Interest I-LTA3C, REMIC I Regular Interest
         I-LTA3D, REMIC I Regular Interest I-LTM1, REMIC I Regular Interest
         I-LTM2, REMIC I Regular Interest I-LTM3, REMIC I Regular Interest
         I-LTM4, REMIC I Regular Interest I-LTM5, REMIC I Regular Interest
         I-LTM6, REMIC I Regular Interest I-LTM7, REMIC I Regular Interest
         I-LTM8, REMIC I Regular Interest I-LTM9, REMIC I Regular Interest
         I-LTM10, REMIC I Regular Interest I-LTM11, REMIC I Regular Interest
         I-LTZZ and REMIC I Regular Interest I-LTP, on a PRO RATA basis, in an
         amount equal to (A) the Uncertificated Interest for such Distribution
         Date, plus (B) any amounts in respect thereof remaining unpaid from
         previous Distribution Dates. Amounts payable as Uncertificated Interest
         in respect of REMIC I Regular Interest I-LTZZ shall be reduced and
         deferred when the REMIC I Overcollateralized Amount is less than the
         REMIC I Overcollateralization Target Amount, by the lesser of (x) the
         amount of such difference and (y) the Maximum I-LTZZ Uncertificated
         Interest Deferral Amount and such amount shall be payable to the
         Holders of REMIC I Regular Interest I-LTA1A, REMIC I Regular Interest
         I-LTA1B, REMIC I Regular Interest I-LTA2A, REMIC I Regular Interest
         I-LTA2B, REMIC I Regular Interest I-LTA3A, REMIC I Regular Interest
         I-LTA3B, REMIC I Regular Interest I-LTA3C, REMIC I Regular Interest
         I-LTA3D, REMIC I Regular Interest I-LTM1, REMIC I Regular Interest
         I-LTM2, REMIC I Regular Interest I-LTM3, REMIC I Regular Interest
         I-LTM4, REMIC I Regular Interest I-LTM5, REMIC I Regular Interest
         I-LTM6, REMIC I Regular Interest I-LTM7, REMIC I Regular Interest
         I-LTM8, REMIC I Regular Interest I-LTM9, REMIC I Regular Interest
         I-LTM10 and REMIC I Regular Interest I-LTM11 in the same proportion as
         the Overcollateralization Increase Amount is allocated to the
         Corresponding Certificates and the Uncertificated Principal Balance of
         the REMIC I Regular Interest I-LTZZ shall be increased by such amount;

                  (ii)     to the Holders of REMIC I Regular Interest I-LT1SUB,
         REMIC I Regular Interest I-LT1GRP, REMIC I Regular Interest I-LT2SUB,
         REMIC I Regular Interest I-



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         LT2GRP, Regular Interest I-LT3SUB, REMIC I Regular Interest I-LT3GRP
         and REMIC I Regular Interest I-LTXX, on a PRO RATA basis, in an amount
         equal to (A) the Uncertificated Interest for such Distribution Date,
         plus (B) any amounts in respect thereof remaining unpaid from previous
         Distribution Dates;

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

                           (a)      98.00% of such remainder (other than amounts
                  payable under clause (c) below) to the Holders of REMIC I
                  Regular Interest I-LTAA and REMIC I Regular Interest I-LTP,
                  until the Uncertificated Balance of such REMIC I Regular
                  Interest is reduced to zero, provided, however, that REMIC I
                  Regular Interest I-LTP shall not be reduced until the
                  Distribution Date immediately following the expiration of the
                  latest Prepayment Charge as identified on the Prepayment
                  Charge Schedule or any Distribution Date thereafter, at which
                  point such amount shall be distributed to REMIC I Regular
                  Interest I-LTP, until $100 has been distributed pursuant to
                  this clause;

                           (b)      2.00% of such remainder (other than amounts
                  payable under clause (c) below) first, to the Holders of REMIC
                  I Regular Interest I-LTA1A, REMIC I Regular Interest I-LTA1B,
                  REMIC I Regular Interest I-LTA2A, REMIC I Regular Interest
                  I-LTA2B, REMIC I Regular Interest I-LTA3A, REMIC I Regular
                  Interest I-LTA3B, REMIC I Regular Interest I-LTA3C, REMIC I
                  Regular Interest I-LTA3D, REMIC I Regular Interest I-LTM1,
                  REMIC I Regular Interest I-LTM2, REMIC I Regular Interest
                  I-LTM3, REMIC I Regular Interest I-LTM4, REMIC I Regular
                  Interest I-LTM5, REMIC I Regular Interest I-LTM6, REMIC I
                  Regular Interest I-LTM7, REMIC I Regular Interest I-LTM8,
                  REMIC I Regular Interest I-LTM9, REMIC I Regular Interest
                  I-LTM10 and REMIC I Regular Interest I-LTM11, 1.00% in the
                  same proportion as principal payments are allocated to the
                  Corresponding Certificates, until the Uncertificated Balances
                  of such REMIC I Regular Interests are reduced to zero and
                  second, to the Holders of REMIC I Regular Interest I-LTZZ,
                  (other than amounts payable under clause (c) below), until the
                  Uncertificated Balance of such REMIC I Regular Interest is
                  reduced to zero; and

                           (c)      any remaining amount to the Holders of the
                  Class R Certificates (in respect of the Class R-I Interest);

provided, however, that (i) 98.00% and (ii) 2.00% of any principal payments that
are attributable to an Overcollateralization Reduction Amount shall be allocated
to the Holders of (i) REMIC I Regular Interest I-LTAA and REMIC I Regular
Interest I-LTP, in that order and (ii) REMIC I Regular Interest I-LTZZ,
respectively; provided that REMIC I Regular Interest I-LTP shall not be reduced
until the Distribution Date immediately following the expiration of the latest
Prepayment Charge as identified on the Prepayment Charge Schedule or any
Distribution Date



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thereafter, at which point such amount shall be distributed to REMIC I Regular
Interest I-LTP, until $100 has been distributed pursuant to this clause; and

                  (iv)     to the Holders of REMIC I Regular Interests, such
         that distributions of interest are deemed to be made to the Holders of
         REMIC I Regular Interest I-LT1SUB, REMIC I Regular Interest I-LT1GRP,
         REMIC I Regular Interest I-LT2SUB, REMIC I Regular Interest I-LT2GRP,
         REMIC I Regular Interest I-LT3SUB, REMIC I Regular Interest I-LT3GRP
         and REMIC I Regular Interest I-LTXX, pro rata, in an amount equal to
         (A) the Uncertificated Interest for each such REMIC I Regular Interest
         for such Distribution Date, plus (B) any amounts in respect thereof
         remaining unpaid from previous Distribution Dates; and

                  (v)      to the Holders of REMIC I Regular Interests, in an
         amount equal to the remainder of the REMIC I Sub WAC Allocation
         Percentage of Available Funds for such Distribution Date after the
         distributions made pursuant to clause (iv) above, such that
         distributions of principal shall be deemed to be made to the REMIC I
         Regular Interests first, so as to keep the Uncertificated Balance of
         each REMIC I Regular Interest ending with the designation "GRP" equal
         to 0.01% of the aggregate Stated Principal Balance of the Mortgage
         Loans in the related Loan Group; second, to each REMIC I Regular
         Interest ending with the designation "SUB," so that the Uncertificated
         Balance of each such REMIC I Regular Interest is equal to 0.01% of the
         excess of (x) the aggregate Stated Principal Balance of the Mortgage
         Loans in the related Loan Group over (y) the current Certificate
         Principal Balance of the Class A Certificate in the related Loan Group
         (except that if any such excess is a larger number than in the
         preceding distribution period, the least amount of principal shall be
         distributed to such REMIC I Regular Interests such that the REMIC I
         Subordinated Balance Ratio is maintained); and third, any remaining
         principal to REMIC I Regular Interest I-LTXX.

                  Notwithstanding the priorities and amounts of distribution of
funds pursuant to this Section 4.01(a)(1), actual distributions of the Available
Funds shall be made only in accordance with Section 4.01(a)(2), (3) and (4).

                  (2)(I) On each Distribution Date, the Trustee shall withdraw
from the Distribution Account an amount equal to the Group I Interest Remittance
Amount and distribute to the Certificateholders the following amounts, in the
following order of priority:

                  (i)      concurrently, to the Holders of each Class of Group I
         Certificates, on a PRO RATA basis based on the entitlement of each such
         Class, the Senior Interest Distribution Amount related to such
         Certificates; and

                  (ii)     concurrently, to the Holders of each Class of Group
         II Certificates and Group III Certificates, on a PRO RATA basis based
         on the entitlement of each such Class, the Senior Interest Distribution
         Amount for each such Class, remaining undistributed after the
         distribution of the Group II Interest Remittance Amount and the Group
         III Interest Remittance Amount, as set forth in Section
         4.01(a)(2)(II)(i) and Section 4.01(a)(2)(III)(i) below.



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<PAGE>


                  (II)     On each Distribution Date, the Trustee shall withdraw
from the Distribution Account an amount equal to the Group II Interest
Remittance Amount and distribute to the Certificateholders the following
amounts, in the following order of priority:

                  (i)      concurrently, to the Holders of each Class of Group
         II Certificates, on a PRO RATA basis based on the entitlement of each
         such Class, the Senior Interest Distribution Amount related to such
         Certificates; and

                  (ii)     concurrently, to the Holders of each Class of Group I
         Certificates and Group III Certificates, on a PRO RATA basis based on
         the entitlement of each such Class, the Senior Interest Distribution
         Amount for each such Class, remaining undistributed after the
         distribution of the Group I Interest Remittance Amount and the Group
         III Interest Remittance Amount, as set forth in Section
         4.01(a)(2)(I)(i) above and Section 4.01(a)(2)(III)(i) below.

                  (III)    On each Distribution Date, the Trustee shall withdraw
from the Distribution Account an amount equal to the Group III Interest
Remittance Amount and distribute to the Certificateholders the following
amounts, in the following order of priority:

                  (i)      concurrently, to the Holders of each Class of Group
         III Certificates, on a PRO RATA basis based on the entitlement of each
         such Class, the Senior Interest Distribution Amount related to such
         Certificates; and

                  (ii)     concurrently, to the Holders of each Class of Group I
         Certificates and Group II Certificates, on a PRO RATA basis based on
         the entitlement of each such Class, the Senior Interest Distribution
         Amount for each such Class, remaining undistributed after the
         distribution of the Group I Interest Remittance Amount and the Group II
         Interest Remittance Amount, as set forth in Section 4.01(a)(2)(I)(i)
         and Section 4.01(a)(2)(II)(i) above.

                  (IV)     On each Distribution Date, following the
distributions made pursuant to Section 4.01(a)(2)(I), (II) and (III) above, the
Trustee shall withdraw from the Distribution Account an amount equal to any
remaining Group I Interest Remittance Amount, Group II Interest Remittance
Amount and Group III Interest Remittance Amount and will be distributed
sequentially to the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class
M-6, Class M-7, Class M-8, Class M-9, Class M-10 and Class M-11 Certificates, in
that order, in an amount equal to the Interest Distribution Amount for each such
Class.

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

                  (i)      to the Holders of the Group I Certificates (allocated
         among the Classes of Group I Certificates in the priority described in
         Section 4.01(a)(5) below), until the Certificate Principal Balances of
         such Classes have been reduced to zero; and



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                  (ii)     concurrently, to the Holders of the Group II
         Certificates (allocated among the Classes of Group II Certificates in
         the priority described in Section 4.01(a)(5) below) and the Group III
         Certificates (allocated among the Classes of Group III Certificates in
         the priority described in Section 4.01(a)(5) below), on a PRO RATA
         basis based on the aggregate Certificate Principal Balance of each such
         group, after taking into account the distribution of the Group II
         Principal Distribution Amount and the Group III Principal Distribution
         Amount, as described in Section 4.01(a)(3)(II) and Section
         4.01(a)(3)(III) below, until the Certificate Principal Balances of such
         Classes have been reduced to zero.

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

                  (i)      to the Holders of the Group II Certificates
         (allocated among the Classes of Group II Certificates in the priority
         described in Section 4.01(a)(5) below), until the Certificate Principal
         Balances of such Classes have been reduced to zero; and

                  (ii)     concurrently, to the Holders of the Group I
         Certificates (allocated among the Classes of Group I Certificates in
         the priority described in Section 4.01(a)(5) below) and the Group III
         Certificates (allocated among the Classes of Group III Certificates in
         the priority described in Section 4.01(a)(5) below), on a PRO RATA
         basis based on the aggregate Certificate Principal Balance of each such
         group, after taking into account the distribution of the Group I
         Principal Distribution Amount and the Group III Principal Distribution
         Amount, as described in Section 4.01(a)(3)(I) above and Section
         4.01(a)(3)(III) below, until the Certificate Principal Balances of such
         Classes have been reduced to zero.

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

                  (i)      to the Holders of the Group III Certificates
         (allocated among the Classes of Group III Certificates in the priority
         described in Section 4.01(a)(5) below), until the Certificate Principal
         Balances of such Classes have been reduced to zero; and

                  (ii)     concurrently, to the Holders of the Group I
         Certificates (allocated among the Classes of Group I Certificates in
         the priority described in Section 4.01(a)(5) below) and the Group II
         Certificates (allocated among the Classes of Group II Certificates in
         the priority described in Section 4.01(a)(5) below), on a PRO RATA
         basis based on the aggregate Certificate Principal Balance of each such
         group, after taking into account the distribution of the Group I
         Principal Distribution Amount and the Group II Principal Distribution
         Amount, as described in Section 4.01(a)(3)(I) and Section
         4.01(a)(3)(II) above, until the Certificate Principal Balances of such
         Classes have been reduced to zero.

                  (IV)     On each Distribution Date (a) prior to the Stepdown
Date or (b) on which a Trigger Event is in effect, the Trustee shall withdraw
from the Distribution Account an amount



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<PAGE>


equal to the sum of the Group I Principal Distribution Amount, the Group II
Principal Distribution Amount and the Group III Principal Distribution Amount
remaining undistributed for such Distribution Date and shall distribute such
amount sequentially to the Class M-1, Class M-2, Class M-3, Class M-4, Class
M-5, Class M-6, Class M-7, Class M-8, Class M-9, Class M-10 and Class M-11
Certificates, in that order, in each case, until the Certificate Principal
Balance of such Class has been reduced to zero.

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

                  (i)      to the Holders of the Group I Certificates (allocated
         among the Classes of Group I Certificates in the priority described in
         Section 4.01(a)(5) below), the Senior Group I Principal Distribution
         Amount, until the Certificate Principal Balances of such Classes have
         been reduced to zero; and

                  (ii)     concurrently, to the Holders of the Group II
         Certificates (allocated among the Classes of Group II Certificates in
         the priority described in Section 4.01(a)(5) below) and the Group III
         Certificates (allocated among the Classes of Group III Certificates in
         the priority described in Section 4.01(a)(5) below), on a PRO RATA
         basis based on the remaining undistributed Senior Group II Principal
         Distribution Amount and Senior Group III Principal Distribution Amount,
         after taking into account the distribution of the Group II Principal
         Distribution Amount and the Group III Principal Distribution Amount, as
         described in Section 4.01(a)(3)(VI)(i) and Section 4.01(a)(3)(VII)(i)
         below, up to an amount equal to the Senior Group II Principal
         Distribution Amount and the Senior Group III Principal Distribution
         Amount remaining undistributed, until the Certificate Principal
         Balances of such Classes have been reduced to zero.

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

                  (i)      to the Holders of the Group II Certificates
         (allocated among the Classes of Group II Certificates in the priority
         described in Section 4.01(a)(5) below), the Senior Group II Principal
         Distribution Amount, until the Certificate Principal Balances of such
         Classes have been reduced to zero; and

                  (ii)     concurrently, to the Holders of the Group I
         Certificates (allocated among the Classes of Group I Certificates in
         the priority described in Section 4.01(a)(5) below) and the Group III
         Certificates (allocated among the Classes of Group III Certificates in
         the priority described in Section 4.01(a)(5) below), on a PRO RATA
         basis based on the remaining undistributed Senior Group I Principal
         Distribution Amount and Senior Group III Principal Distribution Amount,
         after taking into account the distribution of the Group I Principal
         Distribution Amount and the Group III Principal Distribution Amount, as
         described in Section 4.01(a)(3)(V)(i) above and Section
         4.01(a)(3)(VII)(i) below, up to an amount equal to the Senior Group I
         Principal Distribution Amount and the Senior Group



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<PAGE>


         III Principal Distribution Amount remaining undistributed, until the
         Certificate Principal Balances of such Classes have been reduced to
         zero.

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

                  (i)      to the Holders of the Group III Certificates
         (allocated among the Classes of Group III Certificates in the priority
         described in Section 4.01(a)(5) below), the Senior Group III Principal
         Distribution Amount, until the Certificate Principal Balances of such
         Classes have been reduced to zero; and

                  (ii)     concurrently, to the Holders of the Group I
         Certificates (allocated among the Classes of Group I Certificates in
         the priority described in Section 4.01(a)(5) below) and the Group II
         Certificates (allocated among the Classes of Group II Certificates in
         the priority described in Section 4.01(a)(5) below), on a PRO RATA
         basis based on the remaining undistributed Senior Group I Principal
         Distribution Amount and Senior Group II Principal Distribution Amount,
         after taking into account the distribution of the Group I Principal
         Distribution Amount and the Group II Principal Distribution Amount, as
         described in Section 4.01(a)(3)(V)(i) and Section 4.01(a)(3)(VI)(i)
         above, up to an amount equal to the Senior Group I Principal
         Distribution Amount and the Senior Group II Principal Distribution
         Amount remaining undistributed, until the Certificate Principal
         Balances of such Classes have been reduced to zero.

                  (VIII)   On each Distribution Date (a) on or after the
Stepdown Date and (b) on which a Trigger Event is not in effect, the sum of the
Group I Principal Distribution Amount, the Group II Principal Distribution
Amount and the Group III Principal Distribution Amount remaining undistributed
for such Distribution Date shall be distributed in the following order of
priority:

                  (i)      to the Holders of the Class M-1 Certificates, the
         Class M-1 Principal Distribution Amount, until the Certificate
         Principal Balance thereof has been reduced to zero;

                  (ii)     to the Holders of the Class M-2 Certificates, the
         Class M-2 Principal Distribution Amount, until the Certificate
         Principal Balance thereof has been reduced to zero;

                  (iii)    to the Holders of the Class M-3 Certificates, the
         Class M-3 Principal Distribution Amount, until the Certificate
         Principal Balance thereof has been reduced to zero;

                  (iv)     to the Holders of the Class M-4 Certificates, the
         Class M-4 Principal Distribution Amount, until the Certificate
         Principal Balance thereof has been reduced to zero;



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<PAGE>


                  (v)      to the Holders of the Class M-5 Certificates, the
         Class M-5 Principal Distribution Amount, until the Certificate
         Principal Balance thereof has been reduced to zero;

                  (vi)     to the Holders of the Class M-6 Certificates, the
         Class M-6 Principal Distribution Amount, until the Certificate
         Principal Balance thereof has been reduced to zero;

                  (vii)    to the Holders of the Class M-7 Certificates, the
         Class M-7 Principal Distribution Amount, until the Certificate
         Principal Balance thereof has been reduced to zero;

                  (viii)   to the Holders of the Class M-8 Certificates, the
         Class M-8 Principal Distribution Amount, until the Certificate
         Principal Balance thereof has been reduced to zero;

                  (ix)     to the Holders of the Class M-9 Certificates, the
         Class M-9 Principal Distribution Amount, until the Certificate
         Principal Balance thereof has been reduced to zero;

                  (x)      to the Holders of the Class M-10 Certificates, the
         Class M-10 Principal Distribution Amount, until the Certificate
         Principal Balance thereof has been reduced to zero; and

                  (xi)     to the Holders of the Class M-11 Certificates, the
         Class M-11 Principal Distribution Amount, until the Certificate
         Principal Balance thereof has been reduced to zero.

                  (4)      On each Distribution Date, the Net Monthly Excess
Cashflow shall be distributed as follows:

                  (i)      to the Holders of the Class or Classes of
         Certificates then entitled to receive distributions in respect of
         principal, in an amount equal to the Overcollateralization Increase
         Amount, applied as part of the Group I Principal Distribution Amount,
         the Group II Principal Distribution Amount or the Group III Principal
         Distribution Amount, as applicable, to reduce the Certificate Principal
         Balance of such Certificates until the aggregate Certificate Principal
         Balance of such Certificates is reduced to zero;

                  (ii)     sequentially, to the Holders of the Class M-1, Class
         M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8,
         Class M-9, Class M-10 and Class M-11 Certificates, in that order, in
         each case up to the Interest Carry Forward Amount for each such Class
         of Mezzanine Certificates for such Distribution Date;

                  (iii)    sequentially, to the Holders of the Class M-1, Class
         M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8,
         Class M-9, Class M-10 and Class M-



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         11 Certificates, in that order, in each case up to the Allocated
         Realized Loss Amount for each such Class of Mezzanine Certificates for
         such Distribution Date;

                  (iv)     to the Net WAC Rate Carryover Reserve Account, the
         amount required by Section 4.11(b), after taking into account amounts,
         if any, received under the Cap Contracts;

                  (v)      to the Holders of the Class CE Certificates, (a) the
         Interest Distribution Amount and any Overcollateralization Reduction
         Amount for such Distribution Date and (b) on any Distribution Date on
         which the Certificate Principal Balances of the Class A Certificates
         and the Mezzanine Certificates have been reduced to zero, any remaining
         amounts in reduction of the Certificate Principal Balance of the Class
         CE Certificates, until the Certificate Principal Balance thereof has
         been reduced to zero; and

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

         (5)      With respect to the Classes of Group I Certificates, all
principal distributions shall be distributed concurrently, to the Class A-1A
Certificates and the Class A-1B Certificates, on a PRO RATA basis based on the
Certificate Principal Balance of each such Class, with the exception that if a
Sequential Trigger Event is in effect, principal distributions shall be
allocated sequentially, to the Class A-1A and Class A-1B Certificates, in that
order, until their respective Certificate Principal Balances have been reduced
to zero.

                  With respect to the Classes of Group II Certificates, all
principal distributions shall be distributed concurrently, to the Class A-2A
Certificates and the Class A-2B Certificates, on a PRO RATA basis based on the
Certificate Principal Balance of each such Class, with the exception that if a
Sequential Trigger Event is in effect, principal distributions shall be
allocated sequentially, to the Class A-2A and Class A-2B Certificates, in that
order, until their respective Certificate Principal Balances have been reduced
to zero.

                  With respect to the Classes of Group III Certificates, all
principal distributions shall be distributed concurrently, on a PRO RATA basis
(based on (i) the aggregate Certificate Principal Balance of the Class A-3A,
Class A-3B and Class A-3C Certificates and (ii) the Certificate Principal
Balance of the Class A-3D Certificates, respectively) (a) sequentially, to the
Class A-3A, Class A-3B and Class A-3C Certificates, in that order, until their
respective Certificate Principal Balances have been reduced to zero and (b) to
the Class A-3D Certificates until the Certificate Principal Balance thereof has
been reduced to zero, with the exception that if a Sequential Trigger Event is
in effect, principal distributions shall be allocated sequentially, to the Class
A-3A, Class A-3B, Class A-3C and Class A-3D Certificates, in that order, until
their respective Certificate Principal Balances have been reduced to zero.



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                  On each Distribution Date, following the foregoing
distributions, an amount equal to the amount of Subsequent Recoveries deposited
into the Collection Account pursuant to Section 3.05 and included in the
Available Funds for such Distribution Date shall be applied to increase the
Certificate Principal Balance of the Class of Certificates with the Highest
Priority up to the extent of such Realized Losses previously allocated to that
Class of Certificates pursuant to Section 4.04. An amount equal to the amount of
any remaining Subsequent Recoveries shall be applied to increase the Certificate
Principal Balance of the Class of Certificates with the next Highest Priority,
up to the amount of such Realized Losses previously allocated to that Class of
Certificates pursuant to Section 4.04, and so on. Holders of such Certificates
shall not be entitled to any distribution in respect of interest on the amount
of such increases for any Interest Accrual Period preceding the Distribution
Date on which such increase occurs. Any such increases shall be applied to the
Certificate Principal Balance of each Certificate of such Class in accordance
with its respective Percentage Interest.

                  (b)      On each Distribution Date, after making the
distributions of the Available Funds as set forth above, the Trustee shall
FIRST, withdraw from the Net WAC Rate Carryover Reserve Account all income from
the investment of funds in the Net WAC Rate Carryover Reserve Account and
distribute such amount to the Holders of the Class CE Certificates and SECOND,
withdraw from the Net WAC Rate Carryover Reserve Account, to the extent of
amounts remaining on deposit therein, the amount of any Net WAC Rate Carryover
Amount for such Distribution Date and distribute such amount as follows:

                  FIRST, concurrently, to each Class of Class A Certificates,
the related Cap Amount, in each case up to a maximum amount equal to the related
Net WAC Rate Carryover Amount for such Distribution Date;

                  SECOND, sequentially, to the Class M-1, Class M-2, Class M-3,
Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9, Class M-10 and
Class M-11 Certificates, in that order, the related Cap Amount for such
Distribution Date, in each case up to a maximum amount equal to the related Net
WAC Rate Carryover Amount for such Distribution Date;

                  THIRD, concurrently, to each Class of Class A Certificates,
the related Net WAC Rate Carryover Amount remaining unpaid pursuant to clause
first above, on a PRO RATA basis based on such respective remaining Net WAC Rate
Carryover Amounts; and

                  FOURTH, sequentially to the Class M-1, Class M-2, Class M-3,
Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9, Class M-10 and
Class M-11 Certificates, in that order, the related Net WAC Rate Carryover
Amount remaining undistributed pursuant to clause second above.

                  On each Distribution Date, after the payment of any Net WAC
Rate Carryover Amounts on the Adjustable-Rate Certificates, any amounts
remaining in the Net WAC Rate Carryover Reserve Account in respect of payments
received by the Trustee under the Cap Contracts, shall be payable to the
Trustee. For so long as any Adjustable-Rate Certificates are beneficially owned
by the Seller or any of its Affiliates, the Trustee shall not distribute any Cap
Amounts for such Certificates to the Seller or any of its Affiliates and shall
distribute 100% of



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<PAGE>


the related Cap Amount to the other Certificateholders of such Class to the
extent necessary to pay any Net WAC Rate Carryover Amount.

                  On each Distribution Date, the Trustee shall withdraw any
amounts then on deposit in the Distribution Account that represent Prepayment
Charges collected by the Master Servicer, Prepayment Charges payable by the
Master Servicer pursuant to Section 2.03(b)(ii)(A) and Master Servicer
Prepayment Charge Payment Amounts payable by the Master Servicer pursuant to
Section 2.03(b)(ii)(B), subject to Section 2.03(b)(iii), in each case to the
extent not related to Principal Prepayments occurring after the related
Prepayment Period, and the Trustee shall distribute such amounts to the Holders
of the Class P Certificates. Such distributions shall not be applied to reduce
the Certificate Principal Balance of the Class P Certificates.

                  (c)      All distributions made with respect to each Class of
Certificates on each Distribution Date shall be allocated PRO RATA among the
outstanding Certificates in such Class based on their respective Percentage
Interests. Payments in respect of each Class of Certificates on each
Distribution Date shall be made to the Holders of the respective Class of record
on the related Record Date (except as otherwise provided in Section 4.01(e) or
Section 9.01 respecting the final distribution on such Class), based on the
aggregate Percentage Interest represented by their respective Certificates, and
shall be made by wire transfer of immediately available funds to the account of
any such Holder at a bank or other entity having appropriate facilities
therefor, if such Holder shall have so notified the Trustee in writing at least
five Business Days prior to the Record Date immediately prior to such
Distribution Date, or otherwise by check mailed by first class mail to the
address of such Holder appearing in the Certificate Register. The final
distribution on each Certificate shall be made in like manner, but only upon
presentment and surrender of such Certificate at the office of the Trustee
maintained for such purpose pursuant to Section 8.12 or such other location
specified in the notice to Certificateholders of such final distribution.

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

                  (d)      The rights of the Certificateholders to receive
distributions in respect of the Certificates, and all interests of the
Certificateholders in such distributions, shall be as set forth in this
Agreement. Neither the Holders of any Class of Certificates nor the Trustee nor
the Master Servicer shall in any way be responsible or liable to the Holders of
any other Class of Certificates in respect of amounts properly previously
distributed on the Certificates.

                  (e)      Except as otherwise provided in Section 9.01,
whenever the Trustee expects that the final distribution with respect to any
Class of Certificates shall be made on the



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next Distribution Date, the Trustee shall, no later than five (5) days after the
related Determination Date, mail to each Holder on such date of such Class of
Certificates a notice to the effect that:

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

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

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

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

                  (g)      It is the intention of all of the parties hereto that
the Class CE Certificates receive all principal and interest received by the
Trust on the Mortgage Loans that is not otherwise distributable to any other
Class of Regular Certificates or REMIC Regular Interests. If



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the Trustee determines that the Residual Certificates are entitled to any
distributions, the Trustee, prior to any such distribution to any Residual
Certificate, shall notify the Depositor of such impending distribution. Upon
such notification, the Depositor will request an amendment to the Pooling and
Servicing Agreement to revise such mistake in the distribution provisions. The
Residual Certificate Holders, by their acceptance of their Certificates, and the
Master Servicer hereby agree and no further consent shall be necessary (other
than the consent of the NIMS Insurer), notwithstanding anything to the contrary
in Section 11.01 of the Pooling and Servicing Agreement.

                  SECTION 4.02.   Statements to Certificateholders.

                  On each Distribution Date, the Trustee shall prepare and make
available to each Holder of the Regular Certificates and the NIMS Insurer, a
statement as to the distributions made on such Distribution Date setting forth:

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

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

                  (iii)    the aggregate Servicing Fee received by the Master
         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;

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

                  (v)      the aggregate Stated Principal Balance of the
         Mortgage Loans and any REO Properties as of the close of business on
         such Distribution Date;

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

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



                                      112
<PAGE>


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

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

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

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

                  (xii)    the aggregate amount of Extraordinary Trust Fund
         Expenses withdrawn from the Collection Account or the Distribution
         Account for such Distribution Date;

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

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

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

                  (xvi)    the aggregate amount of any Prepayment Interest
         Shortfall for such Distribution Date, to the extent not covered by
         payments by the Master Servicer pursuant to Section 4.03(e) or
         allocated to the Class CE Certificates;

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



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<PAGE>


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

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

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

                  (xxi)    with respect to any Mortgage Loan as to which
         foreclosure proceedings have been concluded, the loan number and unpaid
         Stated Principal Balance of such Mortgage Loan as of the date of such
         conclusion of foreclosure proceedings;

                  (xxii)   with respect to Mortgage Loans as to which a Final
         Liquidation has occurred, the number of Mortgage Loans, the unpaid
         Stated Principal Balance of such Mortgage Loans as of the date of such
         Final Liquidation and the amount of proceeds (including Liquidation
         Proceeds and Insurance Proceeds) collected in respect of such Mortgage
         Loans;

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

                  (xxiv)   the amount on deposit in the Net WAC Rate Carryover
         Reserve Account as of the Determination Date;

                  (xxv)    whether a Trigger Event or Sequential Trigger Event
         is in effect;

                  (xxvi)   [reserved]; and

                  (xxvii)  the Net WAC Rate Carryover Amount for the Class A
         Certificates and the Mezzanine Certificates, if any, for such
         Distribution Date, the amount remaining unpaid after reimbursements
         therefor on such Distribution Date and any amounts received under the
         Cap Contracts.

                  With respect to the items described in (v), (vi), (vii),
(viii), (x), (xi), (xxii), (xxx) and (xxxi) above, the Trustee shall set forth
such information with respect to each Loan Group and with respect to the
Mortgage Pool.

                  The Trustee shall make such statement (and, at its option, any
additional files containing the same information in an alternative format)
available each month to the Certificateholders, the NIMS Insurer, the Master
Servicer and the Rating Agencies via the Trustee's internet website. The
Trustee's internet website shall initially be located at
https://www.tss.db.com/invr. Assistance in using the website can be obtained by
calling the Trustee's investor relations desk at (800) 735-7777. 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



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calling the investor relations desk and indicating such. The Trustee shall have
the right to change the way such statements are distributed in order to make
such distribution more convenient and/or more accessible to the above parties
and the Trustee shall provide timely and adequate notification to all above
parties regarding any such changes.

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

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

                  Within a reasonable period of time after the end of each
calendar year, the Trustee shall furnish to the NIMS Insurer and each Person who
at any time during the calendar year was a Holder of a Residual Certificate a
statement setting forth the amount, if any, actually distributed with respect to
the Residual Certificates, as appropriate, aggregated for such calendar year or
applicable portion thereof during which such Person was a Certificateholder.
Such obligation of the Trustee shall be deemed to have been satisfied to the
extent that substantially comparable information shall be prepared by the
Trustee and furnished to such Holders pursuant to the rules and regulations of
the Code as are in force from time to time.

                  The Trustee shall, upon request, furnish to each
Certificateholder or Certificate Owner and the NIMS Insurer, during the term of
this Agreement, such periodic, special, or other reports or information, whether
or not provided for herein, as shall be reasonable with respect to the
Certificateholder or Certificate Owner, or otherwise with respect to the
purposes of this Agreement, all such reports or information to be provided at
the expense of the Certificateholder or Certificate Owner in accordance with
such reasonable and explicit instructions and directions as the
Certificateholder or Certificate Owner may provide. For purposes of this Section
4.02, the Trustee's duties are limited to the extent that the Trustee receives
timely reports as required from the Master Servicer.

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

                  SECTION 4.03.   Remittance Reports and Other Reports to the
                                  Trustee; Advances; Payments in Respect of
                                  Prepayment Interest Shortfalls.

                  (a)      On the Master Servicer Reporting Date, the Master
Servicer shall deliver to the Trustee and the NIMS Insurer by telecopy (or by
such other means as the Master Servicer, the Trustee and the NIMS Insurer may
agree from time to time) a Remittance Report with



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respect to the related Distribution Date. Such Remittance Report shall include
(i) the amount of Advances to be made by the Master Servicer in respect of the
related Distribution Date, the aggregate amount of Advances outstanding after
giving effect to such Advances, and the aggregate amount of Nonrecoverable
Advances in respect of such Distribution Date and (ii) such other information
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 and to prepare the statements to Certificateholders contemplated by
Section 4.02. The Trustee shall not be responsible to recompute, recalculate or
verify any information provided to it by the Master Servicer.

                  Not later than fifteen days after each Distribution Date, the
Master Servicer shall forward to the Trustee, the NIMS Insurer and the Depositor
a statement prepared by the Master Servicer 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 amount of
deposits into and withdrawals from the Collection Account of each category of
deposit specified in Section 3.04(b) and each category of withdrawal specified
in Section 3.05. Such statement may be in the form of the then current Fannie
Mae Monthly Accounting Report for its Guaranteed Mortgage Pass-Through Program
with appropriate additions and changes, and shall also include information as to
the aggregate of the outstanding Stated Principal Balances of all of the
Mortgage Loans as of the last day of the calendar month immediately preceding
such Distribution Date. Copies of such statement shall be provided by the
Trustee to any Certificateholder and to any Person identified to the Trustee as
a prospective transferee of a Certificate, upon request at the expense of the
requesting party, provided such statement is delivered by the Master Servicer to
the Trustee.

                  (b)      The amount of Advances to be made by the Master
Servicer for any Distribution Date shall equal, subject to Section 4.03(d), the
sum of (i) the aggregate amount of Monthly Payments (with each interest portion
thereof net of the related Servicing Fee), due on the related Due Date in
respect of the Mortgage Loans, which Monthly Payments were delinquent 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 Prepayment Period and as to which such REO Property an REO Disposition
did not occur during the related Prepayment Period, an amount equal to the
excess, if any, of the Monthly Payments (with each interest portion thereof net
of the related Servicing Fee) that would have been due on the related Due Date
in respect of the related Mortgage Loans, over the net income from such REO
Property transferred to the Distribution Account pursuant to Section 3.13 for
distribution on such Distribution Date.

                  On or before 3:00 p.m. 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 shall cause to be made an
appropriate entry in the records of the Collection Account that amounts held for
future distribution have been, as permitted by this Section 4.03, used by the
Master Servicer in discharge of any such Advance) or (iii) in the form



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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 used by the Master Servicer
to make an Advance as permitted in the preceding sentence or withdrawn by the
Master Servicer as permitted in Section 3.05(a)(vii) in reimbursement of
Advances previously made 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 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 shall provide notice to the Master Servicer
and the NIMS Insurer by telecopy by the close of business on any Master Servicer
Remittance Date 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.

                  (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 or REO Property,
shall continue until a Final Recovery Determination in connection therewith or
the removal thereof from REMIC I pursuant to any applicable provision of this
Agreement, except as otherwise provided in this Section.

                  (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 or Nonrecoverable Servicing Advance. The determination
by the Master Servicer that it has made a Nonrecoverable Advance or a
Nonrecoverable Servicing Advance or that any proposed Advance or Servicing
Advance, if made, would constitute a Nonrecoverable Advance or Nonrecoverable
Servicing Advance, respectively, shall be evidenced by an Officers' Certificate
of the Master Servicer delivered to the Trustee and the NIMS Insurer.

                  (e)      The Master Servicer shall deliver to the Trustee for
deposit into the Distribution Account on or before 3:00 p.m. New York time on
the Master Servicer Remittance Date from its own funds an amount ("Compensating
Interest") equal to the lesser of (i) the aggregate of the Prepayment Interest
Shortfalls for the related Distribution Date resulting solely from Principal
Prepayments during the related Prepayment Period and (ii) the amount of its
aggregate Servicing Fee for the most recently ended calendar month. The Master
Servicer shall not have the right to reimbursement for any amounts remitted to
the Trustee in respect of Prepayment Interest Shortfalls. Such amounts so
remitted shall be included in the Available Funds and distributed therewith on
the next Distribution Date. The Master Servicer shall not be obligated to pay
any amounts with respect to Relief Act Interest Shortfalls.

                  SECTION 4.04.   Allocation of Realized Losses.

                  (a)      On or before each Determination Date, the Master
Servicer shall determine as to each Mortgage Loan and REO Property: (i) the
total amount of Realized Losses,



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if any, incurred in connection with any Final Recovery Determinations made
during the related Prepayment Period; (ii) whether and the extent to which such
Realized Losses constituted Bankruptcy Losses; and (iii) the respective portions
of such Realized Losses allocable to interest and allocable to principal. On or
before each Determination Date, the Master Servicer shall also determine as to
each Mortgage Loan: (A) the total amount of Realized Losses, if any, incurred in
connection with any Deficient Valuations made during the related Prepayment
Period; and (B) the total amount of Realized Losses, if any, incurred in
connection with Debt Service Reductions in respect of Monthly Payments due
during the related Due Period. The information described in the two preceding
sentences that is to be supplied by the Master Servicer shall be evidenced by an
Officers' Certificate delivered to the Trustee by the Master Servicer on the
Master Servicer Reporting Date immediately following the end of (x) in the case
of Bankruptcy Losses allocable to interest, the Due Period during which any such
Realized Loss was incurred, and (y) in the case of all other Realized Losses,
the Prepayment Period during which any such Realized Loss was incurred.

                  (b)      All Realized Losses on the Mortgage Loans shall be
allocated by the Trustee on each Distribution Date as follows: FIRST, in
reduction of interest accrued on and otherwise distributable to the Class CE
Certificates to the extent of Net Monthly Excess Cashflow used to pay principal
on the Class A Certificates and the Mezzanine Certificates under clause (i) of
Section 4.01 hereof; SECOND, in reduction of interest accrued on and otherwise
distributable to the Class CE Certificates to the extent of Net Monthly Excess
Cashflow available for distribution pursuant to clauses (ii) through (vi) of
Section 4.01(a)(4) hereof; and THIRD, in reduction of the Certificate Principal
Balance of the Class CE Certificates (determined after taking into account all
distributions made on the Certificates on such Distribution Date), until the
Certificate Principal Balance thereof has been reduced to zero. If on any
Distribution Date, after all distributions are made by the Trustee pursuant to
Section 4.01 hereof, the aggregate Certificate Principal Balance of the Class A
Certificates, the Mezzanine Certificates and the Class P Certificates exceeds
the sum of the Stated Principal Balance of the Mortgage Loans as of the last day
of the related Due Period (after taking into account prepayments during the
related Prepayment Period), the amount of such excess shall be allocated: FIRST,
to the Class M-11 Certificates, until the Certificate Principal Balance thereof
has been reduced to zero; SECOND, to the Class M-10 Certificates, until the
Certificate Principal Balance thereof has been reduced to zero; THIRD, to the
Class M-9 Certificates, until the Certificate Principal Balance thereof has been
reduced to zero; FOURTH, to the Class M-8 Certificates, until the Certificate
Principal Balance thereof has been reduced to zero; FIFTH, to the Class M-7
Certificates, until the Certificate Principal Balance thereof has been reduced
to zero; SIXTH, to the Class M-6 Certificates, until the Certificate Principal
Balance thereof has been reduced to zero; SEVENTH, to the Class M-5
Certificates, until the Certificate Principal Balance thereof has been reduced
to zero; EIGHTH, to the Class M-4 Certificates, until the Certificate Principal
Balance thereof has been reduced to zero; NINTH, to the Class M-3 Certificates,
until the Certificate Principal Balance thereof has been reduced to zero, TENTH,
to the Class M-2 Certificates, until the Certificate Principal Balance thereof
has been reduced to zero and ELEVENTH, to the Class M-1 Certificates, until the
Certificate Principal Balance thereof has been reduced to zero. All Realized
Losses to be allocated to the Certificate Principal Balances of all Classes on
any Distribution Date shall be so allocated after the actual distributions to be
made on such date as provided above.



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

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

                  (c)      (i)      The REMIC I Marker Allocation Percentage of
all Realized Losses on the Mortgage Loans shall be allocated by the Trustee on
each Distribution Date to the following REMIC I Regular Interests in the
specified percentages, as follows: first, to Uncertificated Interest payable to
the REMIC I Regular Interest I-LTAA and REMIC I Regular Interest I-LTZZ up to an
aggregate amount equal to the REMIC I Interest Loss Allocation Amount, 98% and
2%, respectively; second, to the Uncertificated Balances of the REMIC I Regular
Interest I-LTAA and REMIC I Regular Interest I-LTZZ up to an aggregate amount
equal to the REMIC I Principal Loss Allocation Amount, 98% and 2%, respectively;
third, to the Uncertificated Balances of REMIC I Regular Interest I-LTAA, REMIC
I Regular Interest I-LTM11 and REMIC I Regular Interest I-LTZZ, 98%, 1% and 1%,
respectively, until the Uncertificated Balance of REMIC I Regular Interest
I-LTM11 has been reduced to zero, fourth, to the Uncertificated Balances of
REMIC I Regular Interest I-LTAA, REMIC I Regular Interest I-LTM10 and REMIC I
Regular Interest I-LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated
Balance of REMIC I Regular Interest I-LTM10 has been reduced to zero; fifth, to
the Uncertificated Balances of REMIC I Regular Interest I-LTAA, REMIC I Regular
Interest I-LTM9 and REMIC I Regular Interest I-LTZZ, 98%, 1% and 1%,
respectively, until the Uncertificated Balance of REMIC I Regular Interest
I-LTM9 has been reduced to zero; sixth, to the Uncertificated Balances of REMIC
I Regular Interest I-LTAA, REMIC I Regular Interest I-LTM8 and REMIC I Regular
Interest I-LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Balance
of REMIC I Regular Interest I-LTM8 has been reduced to zero; seventh, to the
Uncertificated Balances of REMIC I Regular Interest I-LTAA, REMIC I Regular
Interest I-LTM7 and REMIC I Regular Interest I-LTZZ, 98%, 1% and 1%,
respectively, until the Uncertificated Balance of REMIC I Regular Interest
I-LTM7 has been reduced to zero; eigth, to the Uncertificated Balances of REMIC
I Regular Interest I-LTAA, REMIC I Regular Interest I-LTM6 and REMIC I Regular
Interest I-LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Balance
of REMIC I Regular Interest I-LTM6 has been reduced to zero; ninth, to the
Uncertificated Balances of REMIC I Regular Interest I-LTAA, REMIC I Regular
Interest I-LTM5 and REMIC I Regular Interest I-LTZZ, 98%, 1% and 1%,
respectively, until the Uncertificated Balance of REMIC I Regular Interest
I-LTM5 has been reduced to zero; tenth, to the Uncertificated Balances of REMIC
I Regular Interest I-LTAA, REMIC I Regular Interest I-



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LTM4 and REMIC I Regular Interest I-LTZZ, 98%, 1% and 1%, respectively, until
the Uncertificated Balance of REMIC I Regular Interest I-LTM4 has been reduced
to zero; eleventh, to the Uncertificated Balances of REMIC I Regular Interest
I-LTAA, REMIC I Regular Interest I-LTM3 and REMIC I Regular Interest I-LTZZ,
98%, 1% and 1%, respectively, until the Uncertificated Balance of REMIC I
Regular Interest I-LTM3 has been reduced to zero; twelfth, to the Uncertificated
Balances of REMIC I Regular Interest I-LTAA, REMIC I Regular Interest I-LTM2 and
REMIC I Regular Interest I-LTZZ, 98%, 1% and 1%, respectively, until the
Uncertificated Balance of REMIC I Regular Interest I-LTM2 has been reduced to
zero, and thirteenth, to the Uncertificated Balances of REMIC I Regular Interest
I-LTAA, REMIC I Regular Interest I-LTM1 and REMIC I Regular Interest I-LTZZ,
98%, 1% and 1%, respectively, until the Uncertificated Balance of REMIC I
Regular Interest I-LTM1 has been reduced to zero.

                  (ii)     The REMIC I Sub WAC Allocation Percentage of all
Realized Losses shall be applied after all distributions have been made on each
Distribution Date first, so as to keep the Uncertificated Balance of each REMIC
I Regular Interest ending with the designation "GRP" equal to 0.01% of the
aggregate Stated Principal Balance of the Mortgage Loans in the related Loan
Group; second, to each REMIC I Regular Interest ending with the designation
"SUB," so that the Uncertificated Balance of each such REMIC I Regular Interest
is equal to 0.01% of the excess of (x) the aggregate Stated Principal Balance of
the Mortgage Loans in the related Loan Group over (y) the current Certificate
Principal Balance of the Class A Certificate in the related Loan Group (except
that if any such excess is a larger number than in the preceding distribution
period, the least amount of Realized Losses shall be applied to such REMIC I
Regular Interests such that the REMIC I Subordinated Balance Ratio is
maintained); and third, any remaining Realized Losses shall be allocated to
REMIC I Regular Interest I-LTXX.



                  SECTION 4.05.   Compliance with Withholding Requirements.

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

                  SECTION 4.06.   Commission Reporting.

                  (a)      The Trustee shall reasonably cooperate with the
Depositor in connection with the Trust's satisfying the reporting requirements
under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The
Trustee shall prepare on behalf of the Trust any Forms 8-K and 10-K customary
for similar securities as required by the Exchange Act and the Rules and
Regulations of the Commission thereunder, and the Depositor shall sign (or shall
cause another entity acceptable to the Commission to sign) and the Trustee shall
file (via the Commission's Electronic Data Gathering and Retrieval System) such
forms on behalf of the



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Depositor (or such other entity). The Depositor hereby grants to the Trustee a
limited power of attorney to execute any Form 8-K and file each such document on
behalf of the Depositor. Such power of attorney shall continue until the earlier
of (i) receipt by the Trustee from the Depositor of written termination of such
power of attorney and (ii) the termination of the Trust. Notwithstanding
anything herein to the contrary, the Depositor, and not the Trustee, shall be
responsible for executing each Form 10-K filed on behalf of the Trust.

                  (b)      Each Form 8-K shall be filed by the Trustee within 15
days after each Distribution Date, with a copy of the statement to the
Certificateholders for such Distribution Date as an exhibit thereto. Prior to
March 30th of each year (or such earlier date as may be required by the Exchange
Act and the Rules and Regulations of the Commission), the Trustee shall file a
Form 10-K, in substance as required by applicable law or applicable Commission
staff's interpretations. Such Form 10-K shall include as exhibits the Master
Servicer's annual statement of compliance described under Section 3.19 and the
accountant's report described under Section 3.20, in each case to the extent
they have been timely delivered to the Trustee. If they are not so timely
delivered, the Trustee shall file an amended Form 10-K including such documents
as exhibits reasonably promptly after they are delivered to the Trustee. The
Trustee shall have no liability with respect to any failure to properly prepare
or file such periodic reports resulting from or relating to the Trustee's
inability or failure to obtain any information not resulting from its own
negligence or willful misconduct. The Form 10-K shall also include a
certification in the form attached hereto as Exhibit J-1 (the "Certification"),
which shall be signed by the senior officer of the Depositor in charge of
securitization.

                  (c)      In addition, the Trustee shall sign a certification
(in the form attached hereto as Exhibit J-2) for the benefit of the Depositor
and its officers, directors and Affiliates regarding certain aspects of items 1
through 3 of the Certification (provided, however, that the Trustee shall not
undertake an analysis of the accountant's report attached as an exhibit to the
Form 10-K). The Trustee's certification shall be delivered to the Depositor by
no later than March 18th of each year (or if such day is not a Business Day, the
immediately preceding Business Day) and the Depositor shall deliver the
Certification to the Trustee for filing no later than March 20th of each year
(or if such day is not a Business Day, the immediately preceding Business Day).

                  In addition, the Trustee shall indemnify and hold harmless the
Depositor and its officers, directors and Affiliates from and against any
losses, damages, penalties, fines, forfeitures, reasonable and necessary legal
fees and related costs, judgments and other costs and expenses arising out of or
based upon a breach of the Trustee's obligations under this Section 4.06 or the
Trustee's negligence, bad faith or willful misconduct in connection therewith.
The Depositor shall indemnify and hold harmless the Trustee and its officers,
directors and Affiliates from and against any losses, damages, penalties, fines,
forfeitures, reasonable and necessary legal fees and related costs, judgments
and other costs and expenses arising out of or based upon a breach of the
Depositor's obligations under this Section 4.06 or the Depositor's negligence,
bad faith or willful misconduct in connection therewith. If the indemnification
provided for herein is unavailable or insufficient to hold harmless the
Depositor or the Trustee, as applicable, then the other party, in connection
with a breach of its respective obligations under this Section 4.06 or its
respective negligence, bad faith or willful misconduct in connection therewith,
agrees that it



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shall contribute to the amount paid or payable by the other party as a result of
the losses, claims, damages or liabilities of the other party in such proportion
as is appropriate to reflect the relative fault of the Depositor on the one hand
and the Trustee on the other.

                  (d)      Upon any filing with the Commission, the Trustee
shall promptly deliver to the Depositor a copy of any executed report, statement
or information.

                  (e)      Prior to January 30th of the first year in which the
Trustee is able to do so under applicable law, the Trustee shall file a Form 15
Suspension Notification with respect to the Trust.

                  (f)      To the extent that, following the Closing Date, the
Depositor certifies that reports and certifications differing from those
required under this Section 4.06 comply with the reporting requirements under
the Exchange Act, the Trustee hereby agrees that it shall reasonably cooperate
to amend the provisions of this Section 4.06 (in accordance with Section 11.01)
in order to comply with such amended reporting requirements and such amendment
of this Section 4.06. Any such amendment may result in the reduction of the
reports filed by the Depositor under the Exchange Act. Notwithstanding the
foregoing, the Trustee shall not be obligated to enter into any amendment
pursuant to this Section that adversely affects its obligations and immunities
under this Agreement.

                  SECTION 4.07.   [Reserved].

                  SECTION 4.08.   [Reserved].

                  SECTION 4.09.   [Reserved].

                  SECTION 4.10.   [Reserved].

                  SECTION 4.11.   Net WAC Rate Carryover Reserve Account.

                  (a)      No later than the Closing Date, the Trustee shall
establish and maintain with itself, as agent for the Trustee, a separate,
segregated trust account titled, "Net WAC Rate Carryover Reserve Account,
Deutsche Bank National Trust Company, as Trustee, in trust for the registered
Holders of Ameriquest Mortgage Securities Inc., Asset-Backed Pass-Through
Certificates, Series 2005-R2." The Trustee shall deposit into the Net WAC Rate
Carryover Reserve Account any payments received by it (i) under the Cap
Contracts for the benefit of the Holders of the Adjustable-Rate Certificates and
(ii) pursuant to Section 4.01(a)(4)(iv).

                  (b)      On each Distribution Date as to which there is a Net
WAC Rate Carryover Amount payable to the Class A Certificates or the Mezzanine
Certificates, the Trustee has been directed by the Class CE Certificateholders
to, and therefore shall, deposit into the Net WAC Rate Carryover Reserve Account
the amount of such Net WAC Rate Carryover Amount, after taking into account
amounts received under the Cap Contracts, rather than distributing such amounts
to the Class CE Certificateholders. On each such Distribution Date, the Trustee
shall hold all such amounts for the benefit of the Holders of the Class A
Certificates and the Mezzanine Certificates, and shall distribute such amounts
to the Holders of the Class A


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<PAGE>


Certificates and the Mezzanine Certificates in the amounts and priorities set
forth in Section 4.01(a).

                  (c)      For federal and state income tax purposes, the Class
CE Certificateholders shall be deemed to be the owners of the Net WAC Rate
Carryover Reserve Account and all amounts deposited into the Net WAC Rate
Carryover Reserve Account shall be treated as amounts distributed by REMIC II to
the Holders of the Class CE Certificates (other than amounts paid under the Cap
Contracts). Upon the termination of the Trust, or the payment in full of the
Class A Certificates and the Mezzanine Certificates, all amounts remaining on
deposit in the Net WAC Rate Carryover Reserve Account shall be released by the
Trust and distributed to the Class CE Certificateholders or their designees. The
Net WAC Rate Carryover Reserve Account shall be part of the Trust but not part
of any REMIC and any payments to the Holders of the Class A Certificates or the
Mezzanine Certificates of Net WAC Rate Carryover Amounts shall not be payments
with respect to a "regular interest" in a REMIC within the meaning of Code
Section 860(G)(a)(1).

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

                  (e)      At the written direction of the Holders of a majority
in Percentage Interest in the Class CE Certificates, the Trustee shall direct
any depository institution maintaining the Net WAC Rate Carryover Reserve
Account to invest the funds in such account in one or more Permitted Investments
bearing interest or sold at a discount, and maturing, unless payable on demand,
(i) no later than the Business Day immediately preceding the date on which such
funds are required to be withdrawn from such account pursuant to this Agreement,
if a Person other than the Trustee or an Affiliate manages or advises such
investment, and (ii) no later than the date on which such funds are required to
be withdrawn from such account pursuant to this Agreement, if the Trustee or an
Affiliate manages or advises such investment. If no investment direction of the
Holders of a majority in Percentage Interest in the Class CE Certificates with
respect to the Net WAC Rate Carryover Reserve Account is received by the
Trustee, the Trustee shall invest the funds in the Deutsche Bank Institutional
Cash Management Fund 541 so long as it is a Permitted Investment. Interest
earned on such investment shall be deposited into the Net WAC Rate Carryover
Reserve Account.

                  (f)      For federal income tax return and information
reporting, the value assigned to the right of the Holders of the Group I
Certificates, the Group II Certificates, the Group III Certificates and the
Mezzanine Certificates to receive payments from the Net WAC Rate Carryover
Reserve Account in respect of any Net WAC Rate Carryover Amount shall be
$44,000, $52,000, $51,000 and $143,000, respectively.



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                                   ARTICLE V

                                THE CERTIFICATES

                  SECTION 5.01.   The Certificates.

                  (a)      The Certificates in the aggregate shall represent the
entire beneficial ownership interest in the Mortgage Loans and all other assets
included in REMIC I. At the Closing Date, the aggregate Certificate Principal
Balance of the Certificates shall equal the aggregate Stated Principal Balance
of the Mortgage Loans.

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

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

                  (b)      The Class A Certificates and the Mezzanine
Certificates shall initially be issued as one or more Certificates held by the
Book-Entry Custodian or, if appointed to hold such Certificates as provided
below, the Depository, and registered in the name of the Depository or its
nominee and, except as provided below, registration of such Certificates may not
be transferred by the Trustee except to another Depository that agrees to hold
such Certificates for the respective Certificate Owners with Ownership Interests
therein. The Certificate Owners shall hold their respective Ownership Interests
in and to such Certificates through the book-entry facilities of the Depository
and, except as provided below, shall not be entitled to definitive, fully
registered Certificates ("Definitive Certificates") in respect of such Ownership
Interests. All transfers by Certificate Owners of their respective Ownership
Interests in the Book-Entry Certificates shall be made in accordance with the
procedures established by the Depository Participant or brokerage firm
representing such Certificate Owner. Each Depository Participant shall only
transfer the Ownership Interests in the Book-Entry Certificates of Certificate
Owners it represents or of brokerage firms for which it acts as agent in
accordance with the Depository's normal procedures. The Trustee is hereby
initially appointed as the Book-Entry Custodian and hereby agrees to act as such
in accordance herewith and in accordance with the agreement that it



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has with the Depository authorizing it to act as such. The Book-Entry Custodian
may, and if it is no longer qualified to act as such, the Book-Entry Custodian
shall, appoint, by a written instrument delivered to the Depositor, the Master
Servicer, the Trustee (if the Trustee is not the Book-Entry Custodian) and any
other transfer agent (including the Depository or any successor Depository), to
act as Book-Entry Custodian under such conditions as the predecessor Book-Entry
Custodian and the Depository or any successor Depository may prescribe, provided
that the predecessor Book-Entry Custodian shall not be relieved of any of its
duties or responsibilities by reason of any such appointment of other than the
Depository. If the Trustee resigns or is removed in accordance with the terms
hereof, if it so elects, the Depository shall immediately succeed to its
predecessor's duties as Book-Entry Custodian. The Depositor shall have the right
to inspect, and to obtain copies of, any Certificates held as Book-Entry
Certificates by the Book-Entry Custodian.

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

                  If (i)(A) the Depositor advises the Trustee in writing that
the Depository is no longer willing or able to properly discharge its
responsibilities as Depository, and (B) the Depositor is unable to locate a
qualified successor or (ii) after the occurrence of a Master Servicer Event of
Default, Certificate Owners representing in the aggregate not less than 51% of
the Ownership Interests of the Book-Entry Certificates advise the Trustee
through the Depository, in writing, that the continuation of a book-entry system
through the Depository is no longer in the best interests of the Certificate
Owners, the Trustee shall notify all Certificate Owners, through the Depository,
of the occurrence of any such event and of the availability of Definitive
Certificates to Certificate Owners requesting the same. Upon surrender to the
Trustee of the Book-Entry Certificates by the Book-Entry Custodian or the
Depository, as applicable, accompanied by registration instructions from the
Depository for registration of transfer, the Trustee shall issue the Definitive
Certificates. Such Definitive Certificates shall be issued in minimum
denominations of $25,000 ($50,000 in the case of the Class M-10 Certificates and
the Class M-11 Certificates), except that any beneficial ownership that was
represented by a Book-Entry Certificate in an amount less than $25,000
immediately prior to the issuance of a Definitive Certificate shall be issued in
a minimum denomination equal to the amount represented by such Book-Entry
Certificate. None of the Depositor, the Master Servicer or the Trustee shall be
liable for any delay in the delivery of such instructions and may conclusively
rely on, and shall be protected in relying on, such instructions. Upon the
issuance of Definitive Certificates all references herein to obligations imposed
upon or to be performed by the



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Depository shall be deemed to be imposed upon and performed by the Trustee, to
the extent applicable with respect to such Definitive Certificates, and the
Trustee shall recognize the Holders of the Definitive Certificates as
Certificateholders hereunder.

                  SECTION 5.02.   Registration of Transfer and Exchange of
                                  Certificates.

                  (a)      The Trustee shall cause to be kept at one of the
offices or agencies to be appointed by the Trustee in accordance with the
provisions of Section 8.12 a Certificate Register for the Certificates in which,
subject to such reasonable regulations as it may prescribe, the Trustee shall
provide for the registration of Certificates and of transfers and exchanges of
Certificates as herein provided. The Trustee shall initially serve as
Certificate Registrar for the purpose of registering Certificates and transfers
and exchanges of Certificates as herein provided. The Certificate Registrar may
appoint, by a written instrument delivered to the Master Servicer and the
Depositor, any other bank or trust company to act as Certificate Registrar under
such conditions as the predecessor Certificate Registrar may prescribe, provided
that the predecessor Certificate Registrar shall not be relieved of any of its
duties or responsibilities hereunder by reason of such appointment. If the
Trustee shall at any time not be the Certificate Registrar, the Trustee shall
have and maintain the right to inspect the Certificate Register or to obtain a
copy thereof at all reasonable times, and to rely conclusively upon a
certificate of the Certificate Registrar as to the information set forth in the
Certificate Register.

                  (b)      No transfer of any Class M-10 Certificate, Class M-11
Certificate, Class CE Certificate, Class P Certificate or Residual Certificate
shall be made unless that transfer is made pursuant to an effective registration
statement under the Securities Act of 1933, as amended (the "1933 Act"), and an
effective registration or qualification under applicable state securities laws,
or is made in a transaction that does not require such registration or
qualification. In the event that such a transfer of a Class M-10 Certificate,
Class M-11 Certificate, Class CE Certificate, Class P Certificate or Residual
Certificate is to be made without registration or qualification (other than in
connection with (i) the initial transfer of any such Certificate by the
Depositor to an affiliate of the Depositor, (ii) the transfer of any such Class
CE, Class P or Residual Certificate to the issuer under the Indenture or the
indenture trustee under the Indenture or (iii) a transfer of any such
Certificate from the issuer under the Indenture or the indenture trustee under
the Indenture to the Depositor or an Affiliate of the Depositor), the Trustee
and the Certificate Registrar shall each require receipt of: (i) if such
transfer is purportedly being made in reliance upon Rule 144A under the 1933
Act, written certifications from the Certificateholder desiring to effect the
transfer and from such Certificateholder's prospective transferee, substantially
in the forms attached hereto as Exhibit F-1; and (ii) in all other cases, an
Opinion of Counsel satisfactory to it that such transfer may be made without
such registration (which Opinion of Counsel shall not be an expense of the
Depositor, the Trustee, the Master Servicer, in its capacity as such, or the
Trust Fund), together with copies of the written certification(s) of the
Certificateholder desiring to effect the transfer and/or such
Certificateholder's prospective transferee upon which such Opinion of Counsel is
based, if any. None of the Depositor, the Certificate Registrar or the Trustee
is obligated to register or qualify the Class M-10 Certificates, Class M-11
Certificates, the Class CE Certificates, the Class P Certificates or the
Residual Certificates under the 1933 Act or any other securities laws or to take
any action not otherwise required under this Agreement to permit the transfer of
such Certificates without registration or



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qualification. If a transfer of an Ownership Interest in the Class M-10
Certificates or the Class M-11 Certificates is to be made without registration
under the 1933 Act (other than in connection with the initial transfer of any
such Certificate by the Depositor to an affiliate of the Depositor), then the
Certificate Registrar shall refuse to register such transfer unless it receives
(and upon receipt, may conclusively rely upon) a certificate from the
Certificateholder desiring to effect such transfer and a certificate from such
Certificateholder's prospective transferee (which in the case of the Book-Entry
Certificates, the Certificateholder and the Certificateholder's prospective
transferee shall be deemed to have represented such certification), to the
effect that, among other things, the transfer is being made to a qualified
institutional buyer as defined in Rule 144A under the Securities Act in
accordance with Rule 144A. Any Certificateholder desiring to effect the transfer
of a Class M-10 Certificate, Class M-11 Certificate, Class CE Certificate, Class
P Certificate or Residual Certificate shall, and does hereby agree to, indemnify
the Trustee, the Depositor, the Certificate Registrar and the Master Servicer
against any liability that may result if the transfer is not so exempt or is not
made in accordance with such federal and state laws.

                  Notwithstanding the foregoing, no certification or Opinion of
Counsel described in this Section 5.02(b) shall be required in connection with
the transfer, on the Closing Date, of any Class R Certificate by the Depositor
to an "accredited investor" within the meaning of Rule 501(d) of the 1933 Act.

                  (c)      No transfer of a Class CE Certificate, Class P
Certificate or Residual Certificate or any interest therein shall be made to any
Plan subject to ERISA or Section 4975 of the Code, any Person acting, directly
or indirectly, on behalf of any such Plan or any Person acquiring such
Certificates with "Plan Assets" of a Plan within the meaning of the Department
of Labor regulation promulgated at 29 C.F.R. ss. 2510.3-101 ("Plan Assets"), as
certified by such transferee in the form of Exhibit G, unless the Trustee is
provided with an Opinion of Counsel for the benefit of the Trust Fund, the
Depositor, the Trustee, the NIMS Insurer and the Master Servicer and on which
they may rely, which shall be to the effect that the purchase and holding of
such Certificates is permissible under applicable law, shall not constitute or
result in any non-exempt prohibited transaction under ERISA or Section 4975 of
the Code and shall not subject the Depositor, the Master Servicer, the NIMS
Insurer, the Trustee or the Trust Fund to any obligation or liability (including
obligations or liabilities under ERISA or Section 4975 of the Code) in addition
to those undertaken in this Agreement, which Opinion of Counsel shall not be an
expense of the Depositor, the Master Servicer, the NIMS Insurer, the Trustee or
the Trust Fund. Neither an Opinion of Counsel nor any certification shall be
required in connection with (i) the initial transfer of any such Certificate by
the Depositor to an affiliate of the Depositor, (ii) the transfer of any such
Certificate to the issuer under the Indenture or the indenture trustee under the
Indenture or (iii) a transfer of any such Certificate from the issuer under the
Indenture or the indenture trustee under the Indenture to the Depositor or an
Affiliate of the Depositor (in which case such transferee shall be deemed to
have represented that it is not purchasing with Plan Assets) and the Trustee
shall be entitled to conclusively rely upon a representation (which, upon the
request of the Trustee, shall be a written representation) from the Depositor of
the status of such transferee as an affiliate of the Depositor.

                  Each beneficial owner of the Mezzanine Certificates or any
interest therein shall be deemed to have represented, by virtue of its
acquisition or holding of that Certificate or



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interest therein, that either (i) it is not a Plan or acting, directly or
indirectly, on behalf of a Plan or with Plan Assets, (ii) for Mezzanine
Certificates other than the Class M-10 Certificates and the Class M-11
Certificates it has acquired and is holding such Mezzanine Certificates (other
than the Class M-10 Certificates and the Class M-11 Certificates) in reliance on
the Underwriters' Exemption, and that it understands that there are certain
conditions to the availability of the Underwriters' Exemption, including that
the Certificates (other than the Class M-10 Certificates and the Class M-11
Certificates) must be rated, at the time of purchase, not lower than "BBB-" (or
its equivalent) by Moody's, Fitch or S&P or (iii) (1) it is an insurance
company, (2) the source of funds used to acquire or hold the certificate or
interest therein is an "insurance company general account," as such term is
defined in PTCE 95-60, and (3) the conditions in Sections I and III of PTCE
95-60 have been satisfied.

                  If any Class CE Certificate, Class P Certificate, Residual
Certificate or Mezzanine Certificate or any interest therein is acquired or held
in violation of the provisions of the preceding paragraphs, the next preceding
permitted beneficial owner shall be treated as the beneficial owner of that
Certificate retroactive to the date of transfer to the purported beneficial
owner. Any purported beneficial owner whose acquisition or holding of any such
Certificate or interest therein was effected in violation of the provisions of
the preceding paragraph shall indemnify and hold harmless the Depositor, the
Master Servicer, the Trustee, the NIMS Insurer, and the Trust Fund from and
against any and all liabilities, claims, costs or expenses incurred by those
parties as a result of that acquisition or holding.

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

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

                  (B)      In connection with any proposed Transfer of any
         Ownership Interest in a Residual Certificate, the Certificate Registrar
         shall require delivery to it and shall not register the Transfer of any
         Residual Certificate until its receipt of an affidavit and agreement (a
         "Transfer Affidavit and Agreement"), in the form attached hereto as
         Exhibit F-2 from the proposed Transferee, in form and substance
         satisfactory to the Certificate Registrar, representing and warranting,
         among other things, that such Transferee is a Permitted Transferee,
         that it is not acquiring its Ownership Interest in the Residual
         Certificate that is the subject of the proposed Transfer as a nominee,
         trustee or agent for any Person that is not a Permitted Transferee,
         that for so long as it retains its Ownership Interest in a Residual
         Certificate, it shall endeavor to remain a Permitted Transferee, and



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         that it has reviewed the provisions of this Section 5.02(d) and agrees
         to be bound by them.

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

                  (D)      Each Person holding or acquiring any Ownership
         Interest in a Residual Certificate shall agree (x) to require a
         Transfer Affidavit and Agreement from any other Person to whom such
         Person attempts to transfer its Ownership Interest in a Residual
         Certificate and (y) not to transfer its Ownership Interest unless it
         provides a Transferor Affidavit (in the form attached hereto as Exhibit
         F-2), to the Certificate Registrar stating that, among other things, it
         has no actual knowledge that such other Person is not a Permitted
         Transferee.

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

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

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

                  (B)      If any purported Transferee shall become a Holder of
         a Residual Certificate in violation of the restrictions in this Section
         5.02(d) and to the extent that the retroactive restoration of the
         rights of the Holder of such Residual Certificate as described in
         clause (iii)(A) above shall be invalid, illegal or unenforceable, then
         the Certificate Registrar shall have the right, without notice to the
         Holder or any prior Holder



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         of such Residual Certificate, to sell such Residual Certificate to a
         purchaser selected by the Certificate Registrar on such terms as the
         Certificate Registrar may choose. Such purported Transferee shall
         promptly endorse and deliver each Residual Certificate in accordance
         with the instructions of the Certificate Registrar. Such purchaser may
         be the Certificate Registrar itself or any Affiliate of the Certificate
         Registrar. The proceeds of such sale, net of the commissions (which may
         include commissions payable to the Certificate Registrar or its
         Affiliates), expenses and taxes due, if any, shall be remitted by the
         Certificate Registrar to such purported Transferee. The terms and
         conditions of any sale under this clause (iii)(B) shall be determined
         in the sole discretion of the Certificate Registrar, and the
         Certificate Registrar shall not be liable to any Person having an
         Ownership Interest in a Residual Certificate as a result of its
         exercise of such discretion.

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

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

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

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

                  The Trustee shall forward to the NIMS Insurer a copy of the
items delivered to it pursuant to (A) and (B) above.

                  (e)      Subject to the preceding subsections, upon surrender
for registration of transfer of any Certificate at any office or agency of the
Trustee maintained for such purpose pursuant to Section 8.12, the Trustee shall
execute and the Certificate Registrar shall authenticate



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and deliver, in the name of the designated Transferee or Transferees, one or
more new Certificates of the same Class of a like aggregate Percentage Interest.

                  (f)      At the option of the Holder thereof, any Certificate
may be exchanged for other Certificates of the same Class with authorized
denominations and a like aggregate Percentage Interest, upon surrender of such
Certificate to be exchanged at any office or agency of the Trustee maintained
for such purpose pursuant to Section 8.12. Whenever any Certificates are so
surrendered for exchange the Trustee, shall execute and cause the Certificate
Registrar to authenticate and deliver the Certificates which the
Certificateholder making the exchange is entitled to receive. Every Certificate
presented or surrendered for transfer or exchange shall (if so required by the
Trustee) be duly endorsed by, or be accompanied by a written instrument of
transfer in the form satisfactory to the Trustee and the Certificate Registrar
duly executed by, the Holder thereof or his attorney duly authorized in writing.
In addition, with respect to each Residual Certificate, the Holder thereof may
exchange, in the manner described above, the Class R Certificate for three
separate Certificates, each representing such Holder's respective Percentage
Interest in the Class R-I Interest and the Class R-II Interest, respectively, in
each case that was evidenced by the Class R Certificate being exchanged.

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

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

                  (i)      The Trustee shall cause the Certificate Registrar
(unless the Trustee is acting as Certificate Registrar) to provide notice to the
Trustee of each transfer of a Certificate and to provide the Trustee with an
updated copy of the Certificate Register on the first Business Day in March and
August of each year, commencing in March 2005.

                  (j)      Any attempted or purported transfer of any
Certificate in violation of the provisions of Section 5.02(c) hereof shall be
void AB INITIO and such Certificate shall be considered to have been held
continuously by the prior permitted Holder.

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

                  If (i) any mutilated Certificate is surrendered to the Trustee
or the Certificate Registrar, or the Trustee and the Certificate Registrar
receive evidence to their satisfaction of the destruction, loss or theft of any
Certificate, and (ii) there is delivered to the Trustee, the NIMS Insurer 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 actual knowledge by the
Trustee or the Certificate Registrar that such Certificate has been acquired by
a bona fide purchaser or the Trustee shall execute and deliver, in exchange for
or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new
Certificate of the same Class and of like denomination and Percentage Interest.
Upon the issuance of any new Certificate under this Section, the Trustee



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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 Certificate Registrar)
connected therewith. Any replacement Certificate issued pursuant to this Section
shall constitute complete and indefeasible evidence of ownership in the
applicable REMIC created hereunder, as if originally issued, whether or not the
lost, stolen or destroyed Certificate shall be found at any time.

                  SECTION 5.04.   Persons Deemed Owners.

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

                  SECTION 5.05.   Certain Available Information.

                  On or prior to the date of the first sale of any Class M-10
Certificate, Class M-11 Certificate, Class CE Certificate, Class P Certificate
or Residual Certificate to an Independent third party, the Depositor shall
provide to the Trustee ten copies of any private placement memorandum or other
disclosure document used by the Depositor in connection with the offer and sale
of the Class M-10 Certificates, the Class M-11 Certificates, the Class CE
Certificates, the Class P Certificates or the Residual Certificates. In
addition, if any such private placement memorandum or disclosure document is
revised, amended or supplemented at any time following the delivery thereof to
the Trustee, the Depositor promptly shall inform the Trustee of such event and
shall deliver to the Trustee ten copies of the private placement memorandum or
disclosure document, as revised, amended or supplemented. The Trustee shall
maintain at its Corporate Trust Office and shall make available free of charge
during normal business hours for review by any Holder of a Certificate and/or
Certificate Owner or any Person identified to the Trustee as a prospective
transferee of a Certificate, originals or copies of the following items: (i) in
the case of a Holder, Certificate Owner or prospective transferee of a Class
M-10 Certificate, a Class M-11 Certificate, a Class CE Certificate, a Class P
Certificate or a Residual Certificate, the private placement memorandum or other
disclosure document relating to such Certificate, if any, in the form most
recently provided to the Trustee; and (ii) in all cases, (A) this Agreement and
any amendments hereof entered into pursuant to Section 11.01, (B) all monthly
statements required to be delivered to Certificateholders of the relevant Class
pursuant to Section 4.02 since the Closing Date, and all other notices, reports,
statements and written communications delivered to the Certificateholders of the
relevant Class pursuant to this Agreement since the Closing Date, (C) all
certifications delivered by a Responsible Officer of the Trustee since the
Closing Date pursuant to Section 10.01(h), (D) any and all Officers'
Certificates delivered to the Trustee by the Master Servicer since the Closing
Date to evidence the Master Servicer's determination that any Advance or
Servicing Advance was, or if made, would be a Nonrecoverable Advance or
Nonrecoverable Servicing Advance, respectively, and (E) any and all Officers'
Certificates delivered to the Trustee by the Master Servicer since the Closing
Date pursuant to Section



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4.04(a). Copies and mailing of any and all of the foregoing items shall be
available from the Trustee upon request at the expense of the person requesting
the same.

                                   ARTICLE VI

                      THE DEPOSITOR AND THE MASTER SERVICER

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

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

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

                  Subject to the following paragraph, the Depositor shall keep
in full effect its existence, rights and franchises as a corporation under the
laws of the jurisdiction of its incorporation. Subject to the following
paragraph, the Master Servicer shall keep in full effect its existence, rights
and franchises as a corporation under the laws of the jurisdiction of its
incorporation and its qualification as an approved conventional seller/servicer
for Fannie Mae or Freddie Mac in good standing. The Depositor and the Master
Servicer each shall obtain and preserve its qualification to do business as a
foreign corporation in each jurisdiction in which such qualification is or shall
be necessary to protect the validity and enforceability of this Agreement, the
Certificates or any of the Mortgage Loans and to perform its respective duties
under this Agreement.

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

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

                  None of the Depositor, the NIMS Insurer, the Master Servicer
or any of the directors, officers, employees or agents of the Depositor or the
Master Servicer shall be under any liability to the Trust Fund or the
Certificateholders for any action taken or for refraining



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from the taking of any action in good faith pursuant to this Agreement, or for
errors in judgment; provided, however, that this provision shall not protect the
Depositor, the NIMS Insurer, the Master Servicer or any such person against any
breach of warranties, representations or covenants made herein, or against any
specific liability imposed on the Master Servicer pursuant hereto, or 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 obligations and duties hereunder. The Depositor, the NIMS Insurer,
the Master Servicer or the Trustee and any director, officer, employee or agent
of the Depositor, the NIMS Insurer, the Master Servicer or the Trustee may rely
in good faith on any document of any kind which, PRIMA FACIE, is properly
executed and submitted by any Person respecting any matters arising hereunder.

                  The Depositor, the NIMS Insurer, the Master Servicer and any
director, officer, employee or agent of the Depositor, the NIMS Insurer, or the
Master Servicer shall be indemnified and held harmless by the Trust Fund against
any loss, liability or expense incurred in connection with any legal action
relating to this Agreement or the Certificates, other than any loss, liability
or expense relating to any specific Mortgage Loan or Mortgage Loans (except as
any such loss, liability or expense shall be otherwise reimbursable pursuant to
this Agreement) or, in the case of the Depositor and the Master Servicer, any
loss, liability or expense incurred by reason of willful misfeasance, bad faith
or negligence in the performance of duties hereunder or by reason of reckless
disregard of obligations and duties hereunder. None of the Depositor, the NIMS
Insurer or the Master Servicer shall be under any obligation to appear in,
prosecute or defend any legal action unless such action is related to its
respective duties under this Agreement and, in its opinion, does not involve it
in any expense or liability; provided, however, that each of the Depositor, the
NIMS Insurer and the Master Servicer may in its discretion undertake any such
action which it may deem necessary or desirable with respect to this Agreement
and the rights and duties of the parties hereto and the interests of the
Certificateholders hereunder. In such event, unless the Depositor or the Master
Servicer acts without the consent of the Holders of Certificates entitled to at
least 51% of the Voting Rights (which consent shall not be necessary in the case
of litigation or other legal action by either to enforce their respective rights
or defend themselves hereunder), the legal expenses and costs of such action and
any liability resulting therefrom (except any loss, liability or expense
incurred by reason of willful misfeasance, bad faith or negligence in the
performance of duties hereunder or by reason of reckless disregard of
obligations and duties hereunder) shall be expenses, costs and liabilities of
the Trust Fund, and the Depositor, the NIMS Insurer and the Master Servicer
shall be entitled to be reimbursed therefor from the Collection Account as and
to the extent provided in Section 3.05, any such right of reimbursement being
prior to the rights of the Certificateholders to receive any amount in the
Collection Account.

                  SECTION 6.04.   Limitation on Resignation of the Master
                                  Servicer.

                  The Master Servicer shall not resign from the obligations and
duties hereby imposed on it except (i) upon determination that its duties
hereunder are no longer permissible under applicable law or (ii) with the
written consent of the Trustee, the NIMS Insurer and written confirmation from
each Rating Agency (which confirmation shall be furnished to the Depositor, the
NIMS Insurer and the Trustee) that such resignation shall not cause such Rating
Agency to



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reduce the then current rating of the Class A Certificates or the Mezzanine
Certificates. Any such determination pursuant to clause (i) of the preceding
sentence, permitting the resignation of the Master Servicer, shall be evidenced
by an Opinion of Counsel to such effect obtained at the expense of the Master
Servicer and delivered to the Trustee and the NIMS Insurer. No resignation of
the Master Servicer shall become effective until the Trustee or a successor
servicer acceptable to the NIMS Insurer shall have assumed the Master Servicer's
responsibilities, duties, liabilities (other than those liabilities arising
prior to the appointment of such successor) and obligations under this
Agreement.

                  Except as expressly provided herein, the Master Servicer shall
not assign or transfer any of its rights, benefits or privileges hereunder to
any other Person, nor delegate to or subcontract with, nor authorize or appoint
any other Person to perform any of the duties, covenants or obligations to be
performed by the Master Servicer hereunder. If, pursuant to any provision
hereof, the duties of the Master Servicer are transferred to a successor master
servicer, the entire amount of the Servicing Fee and other compensation payable
to the Master Servicer pursuant hereto shall thereafter be payable to such
successor master servicer.

                  SECTION 6.05.   Rights of the Depositor in Respect of the
                                  Master Servicer.

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



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                  SECTION 6.06.   Sub-Servicing Agreements Between the Master
                                  Servicer and Sub-Servicers.

                  (a)      The Master Servicer may enter into Sub-Servicing
Agreements (provided that such agreements would not result in a withdrawal or a
downgrade by any Rating Agency of the ratings on any Class of Certificates and
the NIMS Insurer shall have consented to such Sub-Servicing Agreement) with
Sub-Servicers, for the servicing and administration of the Mortgage Loans.

                  Each Sub-Servicer shall be (i) authorized to transact business
in the state or states in which the related Mortgaged Properties it is to
service are situated, if and to the extent required by applicable law to enable
the Sub-Servicer to perform its obligations hereunder and under the
Sub-Servicing Agreement, (ii) an institution approved as a mortgage loan
originator by the Federal Housing Administration or an institution the deposit
accounts in which are insured by the FDIC and (iii) a Freddie Mac or Fannie Mae
approved mortgage servicer. Each Sub-Servicing Agreement must impose on the
Sub-Servicer requirements conforming to the provisions set forth in Section 6.11
and provide for servicing of the Mortgage Loans consistent with the terms of
this Agreement. The Master Servicer shall examine each Sub-Servicing Agreement
and shall be familiar with the terms thereof. The terms of any Sub-Servicing
Agreement shall not be inconsistent with any of the provisions of this
Agreement. The Master Servicer and the Sub-Servicers may enter into and make
amendments to the Sub-Servicing Agreements or enter into different forms of
Sub-Servicing Agreements; provided, however, that any such amendments or
different forms shall be consistent with and not violate the provisions of this
Agreement, and that no such amendment or different form shall be made or entered
into which could be reasonably expected to be materially adverse to the
interests of the Certificateholders, without the consent of the Holders of
Certificates entitled to at least 66% of the Voting Rights. Any variation
without the consent of the Holders of Certificates entitled to at least 66% of
the Voting Rights from the provisions set forth in Section 6.11, provisions
relating to insurance in Section 3.10 or priority requirements of Sub-Servicing
Accounts, or credits and charges to the Sub-Servicing Accounts or the timing and
amount of remittances by the Sub-Servicers to the Master Servicer, are
conclusively deemed to be inconsistent with this Agreement and therefore
prohibited. The Master Servicer shall deliver to the Trustee and the NIMS
Insurer copies of all Sub-Servicing Agreements, and any amendments or
modifications thereof, promptly upon the Master Servicer's execution and
delivery of such instruments.

                  (b)      As part of its servicing activities hereunder, the
Master Servicer (except as otherwise provided in the last sentence of this
paragraph), for the benefit of the Trustee and the Certificateholders, shall
enforce the obligations of each Sub-Servicer under the related Sub-Servicing
Agreement and of the Seller under the Mortgage Loan Purchase Agreement,
including, without limitation, any obligation to make advances in respect of
delinquent payments as required by a Sub-Servicing Agreement, or 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 Section
2.03(a). Such enforcement, including, without limitation, the legal prosecution
of claims, termination of Sub-Servicing Agreements, and the pursuit of other
appropriate remedies, shall be in such form and carried out to such an extent
and at such time as the Master Servicer, in its good faith business judgment,
would require were it the owner of the



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<PAGE>


related Mortgage Loans. The Master Servicer shall pay the costs of such
enforcement at its own expense, and shall be reimbursed therefor only (i) from a
general recovery resulting from such enforcement, to the extent, if any, that
such recovery exceeds all amounts due in respect of the related Mortgage Loans
or (ii) from a specific recovery of costs, expenses or attorneys' fees against
the party against whom such enforcement is directed. Enforcement of the Mortgage
Loan Purchase Agreement against the Seller shall be effected by the Master
Servicer to the extent it is not the Seller, and otherwise by the Trustee, in
accordance with the foregoing provisions of this paragraph.

                  SECTION 6.07.   Successor Sub-Servicers.

                  The Master Servicer, with the consent of the NIMS Insurer,
shall be entitled to terminate any Sub-Servicing Agreement and the rights and
obligations of any Sub-Servicer pursuant to any Sub-Servicing Agreement in
accordance with the terms and conditions of such Sub-Servicing Agreement. In the
event of termination of any Sub-Servicer, all servicing obligations of such
Sub-Servicer shall be assumed simultaneously by the Master Servicer without any
act or deed on the part of such Sub-Servicer or the Master Servicer, and the
Master Servicer either shall service directly the related Mortgage Loans or
shall enter into a Sub-Servicing Agreement with a successor Sub-Servicer which
qualifies under Section 6.06.

                  Any Sub-Servicing Agreement shall include the provision that
such agreement may be immediately terminated by the Trustee without fee, in
accordance with the terms of this Agreement, in the event that the Master
Servicer shall, for any reason, no longer be the Master Servicer (including
termination due to a Master Servicer Event of Default).

                  SECTION 6.08.   Liability of the Master Servicer.

                  Notwithstanding any Sub-Servicing Agreement, any of the
provisions of this Agreement relating to agreements or arrangements between the
Master Servicer and a Sub-Servicer or reference to actions taken through a
Sub-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 obligation or liability by virtue of such
Sub-Servicing Agreements or arrangements or by virtue of indemnification from
the Sub-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
Sub-Servicer for indemnification of the Master Servicer by such Sub-Servicer and
nothing contained in this Agreement shall be deemed to limit or modify such
indemnification.

                  SECTION 6.09.   No Contractual Relationship Between
                                  Sub-Servicers and the NIMS Insurer, the
                                  Trustee or Certificateholders.

                  Any Sub-Servicing Agreement that may be entered into and any
transactions or services relating to the Mortgage Loans involving a Sub-Servicer
in its capacity as such shall be deemed to be between the Sub-Servicer and the
Master Servicer alone, and the NIMS Insurer,



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the Trustee and Certificateholders shall not be deemed parties thereto and shall
have no claims, rights, obligations, duties or liabilities with respect to the
Sub-Servicer except as set forth in Section 6.10. The Master Servicer shall be
solely liable for all fees owed by it to any Sub-Servicer, irrespective of
whether the Master Servicer's compensation pursuant to this Agreement is
sufficient to pay such fees.

                  SECTION 6.10.   Assumption or Termination of Sub-Servicing
                                  Agreements by Trustee.

                  In the event the Master Servicer shall for any reason no
longer be the master servicer (including termination due to a Master Servicer
Event of Default), the Trustee or its designee shall thereupon assume (or cause
its designee or the successor master servicer for the Trustee appointed pursuant
to Section 7.02 to assume) all of the rights and obligations of the Master
Servicer under each Sub-Servicing Agreement that the Master Servicer may have
entered into, unless the Trustee elects to terminate any Sub-Servicing Agreement
in accordance with its terms as provided in Section 6.07. Upon such assumption,
the Trustee, its designee or the successor servicer for the Trustee appointed
pursuant to Section 7.02 shall be deemed, subject to Section 6.07, to have
assumed all of the Master Servicer's interest therein and to have replaced the
Master Servicer as a party to each Sub-Servicing Agreement to the same extent as
if each Sub-Servicing Agreement had been assigned to the assuming party, except
that (i) the Master Servicer shall not thereby be relieved of any liability or
obligations under any Sub-Servicing Agreement and (ii) none of the Trustee, its
designee or 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 the
Trustee, deliver to the assuming party all documents and records relating to
each Sub-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
Sub-Servicing Agreements to the assuming party.

                  SECTION 6.11.   Sub-Servicing Accounts.

                  In those cases where a Sub-Servicer is servicing a Mortgage
Loan pursuant to a Sub-Servicing Agreement, the Sub-Servicer shall be required
to establish and maintain one or more accounts (collectively, the "Sub-Servicing
Account"). The Sub-Servicing Account shall be an Eligible Account. The
Sub-Servicer shall deposit in the clearing account (which account must be an
Eligible 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 Sub-Servicer's
receipt thereof, all proceeds of Mortgage Loans received by the Sub-Servicer
less its servicing compensation to the extent permitted by the Sub-Servicing
Agreement, and shall thereafter deposit such amounts in the Sub-Servicing
Account, in no event more than two Business Days after the deposit of such funds
into the clearing account. The Sub-Servicer shall thereafter deposit such
proceeds in the Collection Account or remit such proceeds to the Master Servicer
for deposit in the Collection Account not later than two Business Days after the
deposit of such amounts in the Sub-Servicing Account.



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For purposes of this Agreement, the Master Servicer shall be deemed to have
received payments on the Mortgage Loans when the Sub-Servicer receives such
payments.

                                  ARTICLE VII

                                     DEFAULT

                  SECTION 7.01.   Master Servicer Events of Default.

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

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

                  (ii)     any failure on the part of the Master Servicer duly
         to observe or perform in any material respect any of the covenants or
         agreements on the part of the Master Servicer contained in the
         Certificates or in this Agreement (or, if the Master Servicer is the
         Seller, the failure of the Seller to repurchase a Mortgage Loan as to
         which a breach has been established that requires a repurchase pursuant
         to the terms of Section 7 of the Mortgage Loan Purchase Agreement)
         which continues unremedied for a period of 45 days after the earlier of
         (i) the date on which written notice of such failure, requiring the
         same to be remedied, shall have been given to the Master Servicer by
         the Depositor or the Trustee, or to the Master Servicer, the Depositor
         and the Trustee by the NIMS Insurer or the Holders of Certificates
         entitled to at least 25% of the Voting Rights and (ii) actual knowledge
         of such failure by a Servicing Officer of the Master Servicer; or

                  (iii)    a decree or order of a court or agency or supervisory
         authority having jurisdiction in the premises in an involuntary case
         under any present or future federal or state bankruptcy, insolvency or
         similar law or the appointment of a conservator or receiver or
         liquidator in any insolvency, readjustment of debt, marshaling of
         assets and liabilities or similar proceeding, or for the winding-up or
         liquidation of its affairs, shall have been entered against the Master
         Servicer and if such proceeding is being contested by the Master
         Servicer in good faith, such decree or order shall have remained in
         force undischarged or unstayed for a period of 60 days or results in
         the entry of an order for relief or any such adjudication or
         appointment; or

                  (iv)     the Master Servicer shall consent to the appointment
         of a conservator or receiver or liquidator in any insolvency,
         readjustment of debt, marshaling of assets



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<PAGE>


         and liabilities or similar proceedings of or relating to the Master
         Servicer or of or relating to all or substantially all of its property;
         or

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

                  (vi)     any failure by the Master Servicer of the Master
         Servicer Termination Test; or

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

                  If a Master Servicer Event of Default described in clauses (i)
through (vi) of this Section shall occur, then, and in each and every such case,
so long as such Master Servicer Event of Default shall not have been remedied,
the Depositor, the NIMS Insurer or the Trustee may, at the written direction of
the Holders of Certificates entitled to at least 51% of Voting Rights, or at the
direction of the NIMS Insurer, the Trustee shall, by notice in writing to the
Master Servicer and the Depositor, terminate all of the rights and obligations
of the Master Servicer in its capacity as Master Servicer under this Agreement,
to the extent permitted by law, and in and to the Mortgage Loans and the
proceeds thereof. If a Master Servicer Event of Default described in clause
(vii) hereof shall occur, the Trustee shall, by notice in writing to the Master
Servicer and the Depositor, terminate all of the rights and obligations of the
Master Servicer in its capacity as Master Servicer under this Agreement and in
and to the Mortgage Loans and the proceeds thereof and the Trustee as successor
Master Servicer or a successor Master Servicer appointed in accordance with
Section 7.02, shall immediately make such Advance(which Advance shall be part of
Available Funds for such Distribution Date) and assume, pursuant to Section
7.02, the duties of a successor Master Servicer. On or after the receipt by the
Master Servicer of such written notice, all authority and power of the Master
Servicer under this Agreement, whether with respect to the Certificates (other
than as a Holder of any Certificate) or the Mortgage Loans or otherwise, shall
pass to and be vested in the Trustee pursuant to and under this Section and,
without limitation, the Trustee is hereby authorized and empowered, as
attorney-in-fact or otherwise, to execute and deliver on behalf of and at the
expense of the Master Servicer, any and all documents and other instruments and
to do or accomplish all other acts or things necessary or appropriate to effect
the purposes of such notice of termination, whether to complete the transfer and
endorsement or assignment of the Mortgage Loans and related documents, or
otherwise. The Master Servicer agrees, at its sole cost and expense, promptly
(and in any event no later than ten Business Days subsequent to such notice) to
provide the Trustee with all documents and records requested by it to enable it
to assume the Master Servicer's functions under this Agreement, and to cooperate
with the Trustee in effecting the termination of the Master Servicer's
responsibilities and rights under this Agreement, including, without limitation,
the transfer within one Business Day to the Trustee for administration by it of
all cash amounts which at the time shall be or should have been credited by the
Master Servicer to the Collection



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<PAGE>


Account held by or on behalf of the Master Servicer, the Distribution Account or
any REO Account or Escrow Account held by or on behalf of the Master Servicer or
thereafter be received with respect to the Mortgage Loans or any REO Property
serviced by the Master Servicer (provided, however, that the Master Servicer
shall continue to be entitled to receive all amounts accrued or owing to it
under this Agreement on or prior to the date of such termination, whether in
respect of Advances or otherwise, and shall continue to be entitled to the
benefits of Section 6.03, notwithstanding any such termination, with respect to
events occurring prior to such termination). For purposes of this Section 7.01,
the Trustee shall not be deemed to have knowledge of a Master Servicer Event of
Default unless a Responsible Officer of the Trustee assigned to and working in
the Trustee's Corporate Trust Office has actual knowledge thereof or unless
written notice is received by the Trustee of any such event and such notice
references the Certificates, REMIC I or this Agreement.

                  The Trustee shall be entitled to be reimbursed by the Master
Servicer (or by the Trust Fund if the Master Servicer is unable to fulfill its
obligations hereunder) for all costs associated with the transfer of servicing
from the predecessor servicer, including without limitation, any costs or
expenses associated with the complete transfer of all servicing data and the
completion, correction or manipulation of such servicing data as may be required
by the Trustee to correct any errors or insufficiencies in the servicing data or
otherwise to enable the Trustee to service the Mortgage Loans properly and
effectively.

                  SECTION 7.02.   Trustee to Act; Appointment of Successor.

                  (a)      On and after the time the Master Servicer receives a
notice of termination, the Trustee shall be the successor in all respects to the
Master Servicer in its capacity as Master 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 and arising thereafter
placed on the Master Servicer (except for any representations or warranties of
the Master Servicer under this Agreement, the responsibilities, duties and
liabilities contained in Section 2.03(c) and its obligation to deposit amounts
in respect of losses pursuant to Section 3.06) by the terms and provisions
hereof including, without limitation, the Master Servicer's obligations to make
Advances pursuant to Section 4.03; provided, however, that if the Trustee is
prohibited by law or regulation from obligating itself to make advances
regarding delinquent mortgage loans, then the Trustee shall not be obligated to
make Advances pursuant to Section 4.03; and provided further, that any failure
to perform such duties or responsibilities caused by the Master Servicer's
failure to provide information required by Section 7.01 shall not be considered
a default by the Trustee as successor to the Master Servicer hereunder;
provided, however, it is understood and acknowledged by the parties that there
shall be a period of transition (not to exceed 90 days) before the servicing
transfer is fully effected. As compensation therefor, effective from and after
the time the Master Servicer receives a notice of termination or immediately
upon assumption of the obligations to make Advances, the Trustee shall be
entitled to the Servicing Fee and all funds relating to the Mortgage Loans to
which the Master Servicer would have been entitled if it had continued to act
hereunder (other than amounts which were due or would become due to the Master
Servicer prior to its termination or resignation). Notwithstanding the above and
subject to the next paragraph, the Trustee may, if it shall be unwilling to so
act, or shall, if it is unable to so act or if it is prohibited by law from
making advances regarding delinquent mortgage loans, or



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<PAGE>


if the Holders of Certificates entitled to at least 51% of the Voting Rights or
the NIMS Insurer so request in writing to the Trustee promptly appoint or
petition a court of competent jurisdiction to appoint, an established mortgage
loan servicing institution acceptable to each Rating Agency (with confirmation
from the Rating Agencies that such appointment shall not result in the reduction
or withdrawal of the rating of any outstanding Class of Certificates) and
acceptable to the NIMS Insurer and having a net worth of not less than
$15,000,000 as the successor to the Master Servicer under this Agreement in the
assumption of all or any part of the responsibilities, duties or liabilities of
the Master Servicer under this Agreement. No appointment of a successor to the
Master Servicer under this Agreement shall be effective until the assumption by
the successor of all of the Master Servicer's responsibilities, duties and
liabilities hereunder. In connection with such appointment and assumption
described herein, the Trustee may make such arrangements for the compensation of
such successor out of payments on Mortgage Loans as it and such successor shall
agree; provided, however, that no such compensation shall be in excess of that
permitted the Master Servicer as such hereunder. The Depositor, the Trustee and
such successor shall take such action, consistent with this Agreement, as shall
be necessary to effectuate any such succession. Pending appointment of a
successor to the Master Servicer under this Agreement, the Trustee shall act in
such capacity as hereinabove provided.

                  Upon removal or resignation of the Master Servicer, the
Trustee, with the cooperation of the Depositor, (x) shall solicit bids for a
successor Master Servicer as described below and (y) pending the appointment of
a successor Master Servicer as a result of soliciting such bids, shall serve as
Master Servicer of the Mortgage Loans serviced by such predecessor Master
Servicer. The Trustee shall solicit, by public announcement, bids from housing
and home finance institutions, banks and mortgage servicing institutions meeting
the qualifications set forth above (including the Trustee or any affiliate
thereof) (including that such mortgage loan servicing institution shall be
acceptable to each Rating Agency and the NIMS Insurer). Such public announcement
shall specify that the successor Master Servicer shall be entitled to the
servicing compensation agreed upon between the Trustee, the successor Master
Servicer and the Depositor; provided, however, that no such fee shall exceed the
Servicing Fee. Within thirty days after any such public announcement, the
Trustee, with the cooperation of the Depositor, shall negotiate in good faith
and effect the sale, transfer and assignment of the servicing rights and
responsibilities hereunder to the qualified party submitting the highest
satisfactory bid as to the price they shall pay to obtain such servicing. The
Trustee upon receipt of the purchase price shall pay such purchase price to the
Master Servicer being so removed, after deducting from any sum received by the
Trustee from the successor to the Master Servicer in respect of such sale,
transfer and assignment all costs and expenses of any public announcement and of
any sale, transfer and assignment of the servicing rights and responsibilities
reasonably incurred hereunder. After such deductions, the remainder of such sum
shall be paid by the Trustee to the Master Servicer at the time of such sale.

                  (b)      If the Master Servicer fails to remit to the Trustee
for distribution to the Certificateholders any payment required to be made under
the terms of the Certificates and this Agreement (for purposes of this Section
7.02(b), a "Remittance") because the Master Servicer is the subject of a
proceeding under the federal Bankruptcy Code and the making of such Remittance
is prohibited by Section 362 of the federal Bankruptcy Code, the Trustee shall
upon notice of such prohibition, regardless of whether it has received a notice
of termination under



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Section 7.01, advance the amount of such Remittance by depositing such amount in
the Distribution Account on the related Distribution Date. The Trustee shall be
obligated to make such advance only if (i) such advance, in the good faith
judgment of the Trustee can reasonably be expected to be ultimately recoverable
from Stayed Funds and (ii) the Trustee is not prohibited by law from making such
advance or obligating itself to do so. Upon remittance of the Stayed Funds to
the Trustee or the deposit thereof in the Distribution Account by the Master
Servicer, a trustee in bankruptcy or a federal bankruptcy court, the Trustee may
recover the amount so advanced, without interest, by withdrawing such amount
from the Distribution Account; however, nothing in this Agreement shall be
deemed to affect the Trustee's rights to recover from the Master Servicer's own
funds interest on the amount of any such advance. If the Trustee at any time
makes an advance under this Subsection which it later determines in its good
faith judgment shall not be ultimately recoverable from the Stayed Funds with
respect to which such advance was made, the Trustee shall be entitled to
reimburse itself for such advance, without interest, by withdrawing from the
Distribution Account, out of amounts on deposit therein, an amount equal to the
portion of such advance attributable to the Stayed Funds.

                  (c)      If the Master Servicer is terminated pursuant to
Section 7.01, then the successor Master Servicer shall not be permitted to
reimburse itself directly for Advances or Servicing Advances under Section
3.05(a)(ii), Section 3.05(a)(iii), Section 3.05(a)(v) or Section 3.05(a)(vii) if
the Master Servicer has not been fully reimbursed for its Advances and Servicing
Advances, but instead the successor Master Servicer shall include such amounts
in the applicable remittance to the Trustee made pursuant to Section 3.04(g) to
the extent of amounts on deposit in the Collection Account on the related Master
Servicer Remittance Date. The Trustee is hereby authorized to pay to the
terminated Master Servicer (or the related Advancing Person in accordance with
Section 3.23) and the successor Master Servicer, as applicable, reimbursements
for Advances and Servicing Advances from the Distribution Account to the same
extent each such Master Servicer would have been permitted to reimburse itself
for such Advances and/or Servicing Advances in accordance with Section
3.05(a)(ii), Section 3.05(a)(iii), Section 3.05(a)(v) or Section 3.05(a)(vii),
as the case may be. All Advances and Servicing Advances made pursuant to the
terms of this Agreement shall be deemed made and shall be reimbursed on a "first
in-first out" (FIFO) basis. At such time as the Master Servicer (or related
Advancing Person) has been reimbursed for all Advances and Servicing Advances
made by it, the successor Master Servicer shall no longer be required to remit
in accordance with the first sentence of this Section 7.02(c) and shall then be
permitted to reimburse itself directly for Advances and Servicing Advances in
accordance with Section 3.05(a)(ii), Section 3.05(a)(iii), Section 3.05(a)(v) or
Section 3.05(a)(vii).

                  SECTION 7.03.   Notification to Certificateholders.

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

                  (b)      Not later than the later of 60 days after the
occurrence of any event, which constitutes or which, with notice or lapse of
time or both, would constitute a Master Servicer



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Event of Default or five days after a Responsible Officer of the Trustee becomes
aware of the occurrence of such an event, the Trustee shall transmit by mail to
the NIMS Insurer and to all Holders of Certificates notice of each such
occurrence, unless such default or Master Servicer Event of Default shall have
been cured or waived.

                  SECTION 7.04.   Waiver of Master Servicer Events of Default.

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

                                  ARTICLE VIII

                             CONCERNING THE TRUSTEE

                  SECTION 8.01.   Duties of Trustee.

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

                  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 on their face to the requirements of this Agreement. If any such
instrument is found not to conform on its face 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, and if the instrument is not
corrected to its respective satisfaction, such dissatisfied party shall provide
notice thereof to the Certificateholders and the NIMS Insurer.

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



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                  (i)      Prior to the occurrence of a Master Servicer Event of
         Default, and after the curing of all such Master Servicer Events of
         Default which may have occurred, the duties and obligations of the
         Trustee shall be determined solely by the express provisions of this
         Agreement, the Trustee shall not be liable except for the performance
         of such duties and obligations as are specifically set forth in this
         Agreement, no implied covenants or obligations shall be read into this
         Agreement against the Trustee and, in the absence of bad faith on the
         part of the Trustee, the Trustee may conclusively rely, as to the truth
         of the statements and the correctness of the opinions expressed
         therein, upon any certificates or opinions furnished to the Trustee
         that conform to the requirements of this Agreement;

                  (ii)     The Trustee shall not be personally liable for an
         error of judgment made in good faith by a Responsible Officer or
         Responsible Officers of the Trustee unless it shall be proved that the
         Trustee was negligent in ascertaining the pertinent facts; and

                  (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 direction of the NIMS Insurer or the
         Holders of Certificates entitled to at least 25% of the Voting Rights
         relating to the time, method and place of conducting any proceeding for
         any remedy available to the Trustee or exercising any trust or power
         conferred upon it, under this Agreement.

                  The Trustee shall not be required to expend or risk its own
funds or otherwise incur financial 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 adequate
indemnity against such risk or liability is not reasonably assured to it, and
none of the provisions contained in this Agreement shall in any event require it
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.

                  (a)      Except as otherwise provided in Section 8.01:

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

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



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                  (iii)    The Trustee shall not be under any obligation to
         exercise any of the trusts or powers vested in it by this Agreement or
         to institute, conduct or defend any litigation hereunder or in relation
         hereto at the request, order or direction of any of the
         Certificateholders or the NIMS Insurer, pursuant to the provisions of
         this Agreement, unless such Certificateholders or the NIMS Insurer, as
         applicable, shall have offered to the Trustee security or indemnity
         reasonably satisfactory to it against the costs, expenses and
         liabilities which may be incurred therein or thereby; nothing contained
         herein shall, however, relieve the Trustee of the obligation, upon the
         occurrence of a Master Servicer Event of Default (which has not been
         cured or waived), to exercise such of the rights and powers vested in
         it by this Agreement, and to use the same degree of care and skill in
         their exercise as a prudent person would exercise or use under the
         circumstances in the conduct of such person's own affairs;

                  (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
         Default hereunder and after the curing of all Master Servicer Events of
         Default 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 document, unless
         requested in writing to do so by the NIMS Insurer or the Holders of
         Certificates entitled to at least 25% of the Voting Rights; provided,
         however, that if the payment within a reasonable time to the Trustee 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 such Certificateholders, the
         Trustee may require reasonable indemnity against such expense, or
         liability from such Certificateholders or the NIMS Insurer as a
         condition to taking any such action;

                  (vi)     The Trustee may execute any of the trusts or powers
         hereunder or perform any duties hereunder either directly or by or
         through agents or attorneys; and

                  (vii)    The Trustee shall not be personally liable for any
         loss resulting from the investment of funds held in the Collection
         Account, the Escrow Account or the REO Account made at the direction of
         the Master Servicer pursuant to Section 3.06.

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

                  (c)      The Depositor hereby directs the Trustee to execute,
deliver and perform its obligations under the Cap Contracts on the Closing Date
and thereafter on behalf of the



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Holders of the Group I Certificates, the Group II Certificates, the Group III
Certificates and the Mezzanine Certificates. The Seller, the Depositor, the
Master Servicer and the Holders of the Group I Certificates, the Group II
Certificates, the Group III Certificates and the Mezzanine Certificates by their
acceptance of such Certificates, acknowledge and agree that the Trustee shall
execute, deliver and perform its obligations under the Cap Contracts and shall
do so solely in its capacity as Trustee of the Trust Fund and not in its
individual capacity.

                  SECTION 8.03.   The Trustee Not Liable for Certificates or
                                  Mortgage Loans.

                  The recitals contained herein and in the Certificates (other
than the signature of the Trustee, the authentication of the Certificate
Registrar on the Certificates, the acknowledgments of the Trustee contained in
Article II and the representations and warranties of the Trustee in Section
8.13) shall be taken as the statements of the Depositor and the Trustee assumes
no responsibility for their correctness. The Trustee makes no representations or
warranties as to the validity or sufficiency of this Agreement (other than as
specifically set forth with respect to such party in Section 8.13) or of the
Certificates (other than the signature of the Trustee and authentication of the
Certificate Registrar on the Certificates) or of any Mortgage Loan or related
document. The Trustee shall not be accountable for the use or application by the
Depositor of any of the Certificates or of the proceeds of such Certificates, or
for the use or application of any funds paid to the Depositor or the Master
Servicer in respect of the Mortgage Loans or deposited in or withdrawn from the
Collection Account by the Master Servicer, other than, subject to Section 8.01,
any funds held by or on behalf of the Trustee in accordance with Section 3.04.

                  SECTION 8.04.   Trustee May Own Certificates.

                  The Trustee in its individual capacity or any other capacity
may become the owner or pledgee of Certificates with the same rights it would
have if it were not Trustee.

                  SECTION 8.05.   Trustee's Fees and Expenses.

                  (a)      The Trustee shall withdraw from the Distribution
Account on each Distribution Date and pay to itself the Trustee Fee and, to the
extent that the funds therein are at any time insufficient for such purpose, the
Depositor shall pay such fees. The Trustee, or any director, officer, employee
or agent of the Trustee shall be indemnified by REMIC I and held harmless
against any loss, liability or expense (not including expenses, disbursements
and advances incurred or made by the Trustee (including the compensation and the
expenses and disbursements of its agents and counsel) in the ordinary course of
the Trustee's performance in accordance with the provisions of this Agreement)
incurred by the Trustee in connection with any claim or legal action or any
pending or threatened claim or legal action arising out of or in connection with
the acceptance or administration of its obligations and duties under this
Agreement (up to a limit of $600,000 per calendar year so long as any notes
issued pursuant to the Indenture are insured by a NIMS Insurer), other than any
loss, liability or expense (i) resulting from a breach of the Master Servicer's
obligations and duties under this Agreement and the Mortgage Loans (for which
the Master Servicer shall indemnify pursuant to Section 8.05(b)), (ii) that
constitutes a specific liability of the Trustee pursuant to Section 10.01(c) or
(iii) any loss,



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liability or expense incurred by reason of its willful misfeasance, bad faith or
negligence in the performance of its duties hereunder or by reason of reckless
disregard of its obligations and duties hereunder or as a result of a breach of
its obligations under Article X hereof. Any amounts payable to the Trustee, or
any director, officer, employee or agent of the Trustee in respect of the
indemnification provided by this paragraph (a), or pursuant to any other right
of reimbursement from the Trust Fund that the Trustee, or any director, officer,
employee or agent of the Trustee may have hereunder in its capacity as such, may
be withdrawn by the Trustee from the Distribution Account at any time.

                  (b)      The Master Servicer agrees to indemnify the Trustee
from, and hold it harmless against, any loss, liability or expense resulting
from a breach of the Master Servicer's obligations and duties under this
Agreement. Such indemnity shall survive the termination or discharge of this
Agreement and the resignation or removal of the Trustee. Any payment hereunder
made by the Master Servicer to the Trustee shall be from the Master Servicer's
own funds, without reimbursement from the Trust Fund therefor.

                  (c)      The Master Servicer shall pay any annual rating
agency fees of the Rating Agencies for ongoing surveillance from its own funds
without right of reimbursement.

                  SECTION 8.06.   Eligibility Requirements for Trustee.

                  The Trustee hereunder shall at all times be a corporation or
an association (other than the Depositor, the Seller, the Master Servicer or any
Affiliate of the foregoing) organized and doing business under the laws of any
state or the United States of America, authorized under such laws to exercise
corporate trust powers, having a combined capital and surplus of at least
$50,000,000 and subject to supervision or examination by federal or state
authority. If such corporation or association publishes reports of conditions at
least annually, pursuant to law or to the requirements of the aforesaid
supervising or examining authority, then for the purposes of this Section the
combined capital and surplus of such corporation or association shall be deemed
to be its combined capital and surplus as set forth in its most recent report of
conditions so published. In case at any time the Trustee shall cease to be
eligible in accordance with the provisions of this Section, the Trustee shall
resign immediately in the manner and with the effect specified in Section 8.07.

                  SECTION 8.07.   Resignation and Removal of the Trustee.

                  The Trustee may at any time resign and be discharged from the
trust hereby created by giving written notice thereof to the Depositor, the NIMS
Insurer, the Master Servicer and the Certificateholders. Upon receiving such
notice of resignation of the Trustee, the Depositor shall promptly appoint a
successor trustee acceptable to the NIMS Insurer by written instrument, in
duplicate, which instrument shall be delivered to the resigning Trustee and to
the successor trustee. A copy of such instrument shall be delivered to the
Certificateholders, the Trustee and the Master Servicer by the Depositor. If no
successor trustee shall have been so appointed and have accepted appointment
within 30 days after the giving of such notice of resignation, the resigning
Trustee may petition any court of competent jurisdiction for the appointment of
a successor trustee.



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<PAGE>


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

                  The Holders of Certificates entitled to at least 51% of the
Voting Rights (or the NIMS Insurer upon failure of the Trustee to perform its
obligations hereunder) may at any time remove the Trustee and appoint a
successor trustee acceptable to the NIMS Insurer by written instrument or
instruments, in triplicate, signed by such Holders or their attorneys-in-fact
duly authorized, one complete set of which instruments shall be delivered to the
Depositor, one complete set to the Trustee so removed and one complete set to
the successor so appointed. A copy of such instrument shall be delivered to the
Certificateholders and the Master Servicer by the Depositor.

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

                  SECTION 8.08.   Successor Trustee.

                  Any successor trustee appointed as provided in Section 8.07
shall execute, acknowledge and deliver to the Depositor, the NIMS Insurer 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 the like effect as if originally
named as trustee herein. The predecessor trustee shall deliver to the successor
trustee all Mortgage Files and related documents and statements, as well as all
moneys, held by it hereunder (other than any Mortgage Files at the time held by
a Custodian, which Custodian shall become the agent of any successor trustee
hereunder), and the Depositor and the predecessor trustee shall execute and
deliver such instruments and do such other things as may reasonably be required
for more fully and certainly vesting and confirming in the successor trustee all
such rights, powers, duties and obligations.

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



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

                  SECTION 8.09.   Merger or Consolidation of Trustee.

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

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

                  Notwithstanding any other provisions hereof, at any time, for
the purpose of meeting any legal requirements of any jurisdiction in which any
part of REMIC I or property securing the same may at the time be located, the
Master Servicer and the Trustee acting jointly shall have the power and shall
execute and deliver all instruments to appoint one or more Persons approved by
the Trustee and the NIMS Insurer to act as co-trustee or co-trustees, jointly
with the Trustee, or separate trustee or separate trustees, of all or any part
of REMIC I, and to vest in such Person or Persons, in such capacity, such title
to REMIC I, or any part thereof, and, subject to the other provisions of this
Section 8.10, such powers, duties, obligations, rights and trusts as the 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 and the NIMS Insurer. If the Master Servicer and the NIMS
Insurer shall not have joined in such appointment within 15 days after the
receipt by it of a request so to do, or in case a Master Servicer Event of
Default shall have occurred and be continuing, the Trustee alone shall have the
power to make such appointment. No co-trustee or separate trustee hereunder
shall be required to meet the terms of eligibility as a successor trustee under
Section 8.06 hereunder and no notice to the Holders of Certificates of the
appointment of co-trustee(s) or separate trustee(s) shall be required under
Section 8.08 hereof.

                  In the case of any appointment of a co-trustee or separate
trustee pursuant to this Section 8.10, all rights, powers, duties and
obligations conferred or imposed upon the Trustee shall be conferred or imposed
upon and exercised or performed by the Trustee and such separate trustee or
co-trustee jointly, except to the extent that under any law of any jurisdiction
in which any particular act or acts are to be performed by the Trustee (whether
as Trustee hereunder or as successor to 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 REMIC I or any portion thereof in any such jurisdiction) shall be
exercised and performed by such separate trustee or co-trustee at the direction
of the Trustee.



                                      150
<PAGE>


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

                  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.   Appointment of Custodians.

                  The Trustee may, with the consent of the Depositor and the
Master Servicer appoint one or more Custodians to hold all or a portion of the
Mortgage Files as agent for the Trustee, by entering into a Custodial Agreement.
The appointment of any Custodian may at any time be terminated and a substitute
Custodian appointed therefor upon the reasonable request of the Master Servicer
to the Trustee, the consent to which shall not be unreasonably withheld. The
Trustee shall pay any and all fees and expenses of any Custodian in accordance
with each Custodial Agreement (provided that if expenses of the kind that would
be reimbursable to the Trustee pursuant to Section 8.05 if incurred by the
Trustee are incurred by the Custodian, the Trustee shall be entitled to
reimbursement under Section 8.05 for such kind of expenses to the extent the
Trustee has paid such expenses on behalf of the Custodian or for which the
Trustee has reimbursed the Custodian). The Trustee initially appoints the
Custodian as Custodian, and the Depositor and the Master Servicer consent to
such appointment. Subject to Article VIII hereof, 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 $10,000,000 and shall be qualified to do
business in the jurisdiction in which it holds any Mortgage File. Each Custodial
Agreement may be amended only as provided in Section 11.01. In no event shall
the appointment of any Custodian pursuant to a Custodial Agreement diminish the
obligations of the Trustee hereunder.

                  SECTION 8.12.   Appointment of Office or Agency.

                  The Trustee shall designate an office or agency in the City of
New York where the Certificates may be surrendered for registration of transfer
or exchange, and presented for final distribution, and where notices and demands
to or upon the Trustee in respect of the



                                      151
<PAGE>


Certificates and this Agreement may be delivered. As of the Closing Date, the
Trustee designates the office of its agent located c/o DTC Transfer Agent
Services, 55 Water Street, Jeanette Park Entrance, New York, New York 10041 for
such purposes.

                  SECTION 8.13.   Representations and Warranties of the Trustee.

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

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

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

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

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

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

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



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                                   ARTICLE IX

                                   TERMINATION

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

                  (a)      Subject to Section 9.02, the respective obligations
and responsibilities under this Agreement of the Depositor, the Master Servicer
and the Trustee (other than the obligations of the Master Servicer to the
Trustee pursuant to Section 8.05 and of the Master Servicer to provide for and
the Trustee to make payments in respect of the REMIC I Regular Interests or the
Classes of Certificates as hereinafter set forth) shall terminate upon payment
to the Certificateholders and the deposit of all amounts held by or on behalf of
the Trustee and required hereunder to be so paid or deposited on the
Distribution Date coinciding with or following the earlier to occur of (i) the
purchase by the Terminator (as defined below) of all Mortgage Loans and each REO
Property remaining in REMIC I and (ii) the final payment or other liquidation
(or any advance with respect thereto) of the last Mortgage Loan or REO Property
remaining in REMIC I; provided, however, that in no event shall the trust
created hereby continue beyond the earlier of (a) the "latest possible maturity
date" and (b) the expiration of 21 years from the death of the last survivor of
the descendants of Joseph P. Kennedy, the late ambassador of the United States
to the Court of St. James, living on the date hereof. The purchase by the
Terminator of all Mortgage Loans and each REO Property remaining in REMIC I
shall be at a price (the "Termination Price") equal to greater of (A) the
aggregate fair market value of all of the assets of REMIC I and (B) the sum of
the Stated Principal Balance of the Mortgage Loans (after giving effect to
scheduled payments of principal due during the related Due Period, to the extent
received or advanced, and unscheduled collections of principal received during
the related Prepayment Period) and the appraised fair market value of the REO
Properties plus accrued interest through the end of the calendar month preceding
the month of the final Distribution Date and any unreimbursed Advances and
Servicing Advances(in the case of fair market values required to be determined
under (A) or (B) above, as determined by the Terminator, the Trustee and, if the
Terminator is not the NIMS Insurer, the NIMS Insurer, as of the close of
business on the third Business Day next preceding the date upon which notice of
any such termination is furnished to Certificateholders pursuant to the third
paragraph of this Section 9.01); provided, however, such option may only be
exercised if the Termination Price is sufficient to pay all interest accrued on,
as well as amounts necessary to retire the note balance of, each class of notes
issued pursuant to the Indenture and any amounts owed to the NIMS Insurer at the
time the option is exercised.

                  (b)      The Master Servicer (or if the Master Servicer fails
to exercise such right, the NIMS Insurer) shall have the right (the party
exercising such right, the "Terminator"), to purchase all of the Mortgage Loans
and each REO Property remaining in REMIC I pursuant to clause (i) of the
preceding paragraph no later than the Determination Date in the month
immediately preceding the Distribution Date on which the Certificates shall be
retired; provided, however, that the Terminator may elect to purchase all of the
Mortgage Loans and each REO Property remaining in REMIC I pursuant to clause (i)
above only (A) if the aggregate Stated Principal Balance of the Mortgage Loans
and each REO Property remaining in the Trust Fund at



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the time of such election is less than 10% of the aggregate Stated Principal
Balance of the Mortgage Loans as of the Cut-off Date and (B) if the Terminator
is the Master Servicer and is an affiliate of the Seller, the Master Servicer
shall have delivered to the Trustee and the NIMS Insurer a written certification
that the burdens of servicing the Mortgage Loans and REO Properties remaining in
REMIC I exceed the benefits of the Servicing Fees that would be realized by the
Master Servicer if it continued to service such assets on behalf of the Trust
Fund. By acceptance of the Residual Certificates, the Holders of the Residual
Certificates agree, in connection with any termination hereunder, to pledge any
amounts in excess of par, and to the extent received in respect of such
termination, to pay any such amounts to the Holders of the Class CE
Certificates.

                  (c)      Notice of the liquidation of the REMIC I Regular
Interests shall be given promptly by the Trustee by letter to Certificateholders
mailed (a) in the event such notice is given in connection with the purchase of
the Mortgage Loans and each REO Property by the Terminator, not earlier than the
15th day and not later than the 25th day of the month next preceding the month
of the final distribution on the Certificates or (b) otherwise during the month
of such final distribution on or before the Determination Date in such month, in
each case specifying (i) the Distribution Date upon which the Trust Fund shall
terminate and final payment in respect of the REMIC I Regular Interests and the
Certificates shall be made upon presentation and surrender of the related
Certificates at the office of the Trustee therein designated, (ii) the amount of
any such final payment, (iii) that no interest shall accrue in respect of the
REMIC I Regular Interests or the Certificates from and after the Interest
Accrual Period relating to the final Distribution Date therefor and (iv) that
the Record Date otherwise applicable to such Distribution Date is not
applicable, payments being made only upon presentation and surrender of the
Certificates at the office of the Trustee. The Trustee shall give such notice to
the Certificate Registrar at the time such notice is given to
Certificateholders. In the event such notice is given in connection with the
purchase of all of the Mortgage Loans and each REO Property remaining in REMIC I
by the Terminator, the Terminator shall deliver to the Trustee for deposit in
the Distribution Account not later than the last Business Day preceding the
final Distribution Date on the Certificates an amount in immediately available
funds equal to the above-described purchase price. Upon certification to the
Trustee by a Servicing Officer of the making of such final deposit, the Trustee
shall promptly release or cause to be released to the Terminator the Mortgage
Files for the remaining Mortgage Loans, and the Trustee shall execute all
assignments, endorsements and other instruments necessary to effectuate such
transfer.

                  (d)      Upon presentation of the Certificates by the
Certificateholders on the final Distribution Date, the Trustee shall distribute
to each Certificateholder so presenting and surrendering its Certificates the
amount otherwise distributable on such Distribution Date in accordance with
Section 4.01 in respect of the Certificates so presented and surrendered. Any
funds not distributed to any Holder or Holders of Certificates being retired on
such Distribution Date because of the failure of such Holder or Holders to
tender their Certificates shall, on such date, be set aside and held in trust by
the Trustee and credited to the account of the appropriate non-tendering Holder
or Holders. If any Certificates as to which notice has been given pursuant to
this Section 9.01 shall not have been surrendered for cancellation within six
months after the time specified in such notice, the Trustee shall mail a second
notice to the remaining non-tendering Certificateholders to surrender their
Certificates for cancellation in order to receive the



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final distribution with respect thereto. If within one year after the second
notice all such Certificates shall not have been surrendered for cancellation,
the Trustee shall, directly or through an agent, mail a final notice to
remaining related non-tendering Certificateholders concerning surrender of their
Certificates. The costs and expenses of maintaining the funds in trust and of
contacting such Certificateholders shall be paid out of the assets remaining in
the trust funds. If within one year after the final notice any such Certificates
shall not have been surrendered for cancellation, the Trustee shall pay to the
Representative all remaining amounts, and all rights of non-tendering
Certificateholders in or to such amounts shall thereupon cease. No interest
shall accrue or be payable to any Certificateholder on any amount held in trust
by the Trustee as a result of such Certificateholder's failure to surrender its
Certificate(s) for final payment thereof in accordance with this Section 9.01.

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

                  SECTION 9.02.   Additional Termination Requirements.

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

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

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

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

                  (b)      At the expense of the applicable Terminator (or in
the event of termination under Section 9.01(a)(ii), at the expense of the
Trustee), the Trustee shall prepare or cause to be prepared the documentation
required in connection with the adoption of a plan of liquidation of each Trust
REMIC pursuant to this Section 9.02.

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




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                                   ARTICLE X

                                REMIC PROVISIONS

                  SECTION 10.01.   REMIC Administration.

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

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

                  (c)      The Trustee shall pay out of its own funds, without
any right of reimbursement, any and all expenses relating to any tax audit of
the Trust Fund caused by the Trustee (including, but not limited to, any
professional fees or any administrative or judicial proceedings with respect to
any Trust REMIC that involve the Internal Revenue Service or state tax
authorities), other than the expense of obtaining any tax related Opinion of
Counsel except as specified herein. The Trustee, as agent for each Trust REMIC's
tax matters person, shall (i) act on behalf of the Trust Fund in relation to any
tax matter or controversy involving any Trust REMIC and (ii) represent the Trust
Fund in any administrative or judicial proceeding relating to an examination or
audit by any governmental taxing authority with respect thereto. The Holder of
the largest Percentage Interest of each Class of Residual Certificates shall be
designated, in the manner provided under Treasury regulations section
1.860F-4(d) and Treasury regulations section 301.6231(a)(7)-1, as the tax
matters person of the related REMIC created hereunder. By their acceptance
thereof, the Holder of the largest Percentage Interest of the Residual
Certificates hereby agrees to irrevocably appoint the Trustee or an Affiliate as
its agent to perform all of the duties of the tax matters person for the Trust
Fund.

                  (d)      The Trustee shall prepare, sign and file all of the
Tax Returns in respect of each REMIC created hereunder. The expenses of
preparing and filing such returns shall be borne by the Trustee without any
right of reimbursement therefor. The Master Servicer shall provide on a timely
basis to the Trustee or its designee such information with respect to the assets
of the Trust Fund as is in its possession and reasonably required by the Trustee
to enable it to perform its obligations under this Article.



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                  (e)      The Trustee shall perform on behalf of each Trust
REMIC all reporting and other tax compliance duties that are the responsibility
of such REMIC under the Code, the REMIC Provisions or other compliance guidance
issued by the Internal Revenue Service or any state or local taxing authority.
Among its other duties, as required by the Code, the REMIC Provisions or other
such compliance guidance, the Trustee shall provide (i) to any Transferor of a
Residual Certificate such information as is necessary for the application of any
tax relating to the transfer of a Residual Certificate to any Person who is not
a Permitted Transferee, (ii) to the Certificateholders such information or
reports as are required by the Code or the REMIC Provisions including reports
relating to interest, original issue discount and market discount or premium
(using the Prepayment Assumption as required) and (iii) to the Internal Revenue
Service the name, title, address and telephone number of the person who shall
serve as the representative of each Trust REMIC. The Master Servicer shall
provide on a timely basis to the Trustee such information with respect to the
assets of the Trust Fund, including, without limitation, the Mortgage Loans, as
is in its possession and reasonably required by the Trustee to enable each of
them to perform their respective obligations under this subsection. In addition,
the Depositor shall provide or cause to be provided to the Trustee within ten
(10) days after the Closing Date, all information or data that the Trustee
reasonably determines to be relevant for tax purposes as to the valuations and
issue prices of the Certificates, including, without limitation, the price,
yield, prepayment assumption and projected cash flow of the Certificates.

                  (f)      The Trustee shall take such action and shall cause
each REMIC created hereunder to take such action as shall be necessary to create
or maintain the status thereof as a REMIC under the REMIC Provisions (and the
Master Servicer shall assist it, to the extent reasonably requested by it). The
Trustee shall not take any action, cause the Trust Fund to take any action or
fail to take (or fail to cause to be taken) any action that, under the REMIC
Provisions, if taken or not taken, as the case may be, could (i) endanger the
status of any Trust REMIC as a REMIC or (ii) result in the imposition of a tax
upon the Trust Fund (including but not limited to the tax on prohibited
transactions as defined in Section 860F(a)(2) of the Code and the tax on
contributions to a REMIC set forth in Section 860G(d) of the Code) (either such
event, an "Adverse REMIC Event") unless the Trustee and the NIMS Insurer have
received an Opinion of Counsel, addressed to the Trustee and the NIMS Insurer
(at the expense of the party seeking to take such action but in no event at the
expense of the Trustee) to the effect that the contemplated action shall not,
with respect to any Trust REMIC, endanger such status or result in the
imposition of such a tax, nor shall the Master Servicer take or fail to take any
action (whether or not authorized hereunder) as to which the Trustee and the
NIMS Insurer has advised it in writing that it has received an Opinion of
Counsel to the effect that an Adverse REMIC Event could occur with respect to
such action. In addition, prior to taking any action with respect to any Trust
REMIC or the respective assets of each, or causing any Trust REMIC to take any
action, which is not contemplated under the terms of this Agreement, the Master
Servicer shall consult with the Trustee, the NIMS Insurer or its designee, in
writing, with respect to whether such action could cause an Adverse REMIC Event
to occur with respect to any Trust REMIC, and the Master Servicer shall not take
any such action or cause any Trust REMIC to take any such action as to which the
Trustee or the NIMS Insurer has advised it in writing that an Adverse REMIC
Event could occur. The Trustee or the NIMS Insurer may consult with counsel to
make such written advice, and the cost of same shall be borne by the party
seeking to take the action not permitted by this Agreement, but in no event
shall such cost be an expense of the Trustee. At all



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times as may be required by the Code, the Master Servicer on behalf of the
Trustee shall ensure that substantially all of the assets of any Trust REMIC
shall consist of "qualified mortgages" as defined in Section 860G(a)(3) of the
Code and "permitted investments" as defined in Section 860G(a)(5) of the Code.

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

                  (h)      On or before April 15th of each calendar year,
commencing April 15, 2006, the Trustee shall deliver to the Master Servicer, the
NIMS Insurer and each Rating Agency a Certificate from a Responsible Officer of
the Trustee stating, without regard to any action taken by any party other than
the Trustee, the Trustee's compliance with this Article X.

                  (i)      The Trustee shall, for federal income tax purposes,
maintain books and records with respect to each Trust REMIC on a calendar year
and on an accrual basis. The Trustee shall apply for an Employer Identification
Number for the Trust Fund from the Internal Revenue Service via a Form SS-4 or
such other form as is appropriate.

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

                  (k)      Neither the Trustee nor the Master Servicer shall
enter into any arrangement by which any Trust REMIC shall receive a fee or other
compensation for services nor permit any such REMIC to receive any income from
assets other than the Mortgage Pool which are deemed to constitute "qualified
mortgages" as defined in Section 860G(a)(3) of the Code or "permitted
investments" as defined in Section 860G(a)(5) of the Code.

                  SECTION 10.02.   Prohibited Transactions and Activities.

                  None of the Depositor, the Master Servicer or the Trustee
shall sell, dispose of or substitute for any of the Mortgage Loans (except in
connection with (i) the foreclosure of a Mortgage Loan, including but not
limited to, the acquisition or sale of a Mortgaged Property



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acquired by deed in lieu of foreclosure, (ii) the bankruptcy of REMIC I, (iii)
the termination of REMIC I pursuant to Article IX of this Agreement, (iv) a
substitution pursuant to Article II of this Agreement or (v) a purchase of
Mortgage Loans pursuant to Article II or III of this Agreement), or acquire any
assets for any Trust REMIC (other than REO Property acquired in respect of a
defaulted Mortgage Loan), or sell or dispose of any investments in the
Collection Account or the Distribution Account for gain, or accept any
contributions to any Trust REMIC after the Closing Date (other than a Qualified
Substitute Mortgage Loan delivered in accordance with Section 2.03), unless it
has received an Opinion of Counsel, addressed to the Trustee and the NIMS
Insurer (at the expense of the party seeking to cause such sale, disposition,
substitution, acquisition or contribution but in no event at the expense of the
Trustee) that such sale, disposition, substitution, acquisition or contribution
shall not (a) affect adversely the status of any Trust REMIC as a REMIC or (b)
cause any Trust REMIC to be subject to a tax on "prohibited transactions" or
"contributions" pursuant to the REMIC Provisions.

                  SECTION 10.03.   Master Servicer and Trustee Indemnification.

                  (a)      The Trustee agrees to indemnify the Trust Fund, the
NIMS Insurer, the Depositor and the Master Servicer for any taxes and costs
including, without limitation, any reasonable attorneys fees imposed on or
incurred by the Trust Fund, the Depositor or the Master Servicer, caused solely
by the Trustee's failure to act in accordance with its standard of care set
forth in this Article X or any state, local or franchise taxes imposed upon the
Trust as a result of the location of the Trustee.

                  (b)      The Master Servicer agrees to indemnify the Trust
Fund, the NIMS Insurer, the Depositor and the Trustee for any taxes and costs
including, without limitation, any reasonable attorneys' fees imposed on or
incurred by the Trust Fund, the Depositor or the Trustee, as a result of a
breach of the Master Servicer's covenants set forth in Article III or this
Article X or any state, local or franchise taxes imposed upon the Trust as a
result of the location of the Master Servicer or any subservicer.

                                   ARTICLE XI

                            MISCELLANEOUS PROVISIONS

                  SECTION 11.01.   Amendment.

                  This Agreement or any Custodial Agreement may be amended from
time to time by the Depositor, the Master Servicer, the Trustee and, if
applicable, the Custodian with the consent of the NIMS Insurer and without the
consent of any of the Certificateholders, (i) to cure any ambiguity or defect,
(ii) to correct, modify or supplement any provisions herein (including to give
effect to the expectations of Certificateholders), or in any Custodial
Agreement, or (iii) to make any other provisions with respect to matters or
questions arising under this Agreement or in any Custodial Agreement which shall
not be inconsistent with the provisions of this Agreement or such Custodial
Agreement, provided that such action shall not adversely affect in any material
respect the interests of any Certificateholder, as evidenced by either (i) an
Opinion of Counsel delivered to the Master Servicer and the Trustee to such
effect or (ii) confirmation



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from the Rating Agencies that such amendment shall not result in the reduction
or withdrawal of the rating of any outstanding Class of Certificates. No
amendment shall be deemed to adversely affect in any material respect the
interests of any Certificateholder who shall have consented thereto, and no
Opinion of Counsel shall be required to address the effect of any such amendment
on any such consenting Certificateholder.

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

                  Notwithstanding any contrary provision of this Agreement,
neither the Trustee nor the NIMS Insurer shall consent to any amendment to this
Agreement unless it shall have first received an Opinion of Counsel satisfactory
to the NIMS Insurer to the effect that such amendment shall not result in the
imposition of any tax on any Trust REMIC pursuant to the REMIC Provisions or
cause any Trust REMIC to fail to qualify as a REMIC at any time that any
Certificates are outstanding.

                  Notwithstanding any of the other provisions of this Section
11.01, none of the Depositor, the Master Servicer or the Trustee shall enter
into any amendment of this Agreement that would significantly change the
permitted activities of the Trust Fund without the consent of the NIMS Insurer
and the Holders of Certificates that represent more than 50% of the aggregate
Certificate Principal Balance of all Certificates.

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

                  It shall not be necessary for the consent of
Certificateholders under this Section 11.01 to approve the particular form of
any proposed amendment, but it shall be sufficient if such consent shall approve
the substance thereof. The manner of obtaining such consents and of



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evidencing the authorization of the execution thereof by Certificateholders
shall be subject to such reasonable regulations as the Trustee may prescribe.

                  The cost of any Opinion of Counsel to be delivered pursuant to
this Section 11.01 shall be borne by the Person seeking the related amendment,
but in no event shall such Opinion of Counsel be an expense of the Trustee.

                  The Trustee may, but shall not be obligated to enter into any
amendment pursuant to this Section that affects its respective rights, duties
and immunities under this Agreement or otherwise.

                  SECTION 11.02.   Recordation of Agreement; Counterparts.

                  To the extent permitted by applicable law, this Agreement is
subject to recordation in all appropriate public offices for real property
records in all the counties or other comparable jurisdictions in which any or
all of the properties subject to the Mortgages are situated, and in any other
appropriate public recording office or elsewhere, such recordation to be
effected by the Master Servicer at the expense of the Certificateholders, but
only upon direction of the Trustee accompanied by an Opinion of Counsel to the
effect that such recordation materially and beneficially affects the interests
of the Certificateholders.

                  For the purpose of facilitating the recordation of this
Agreement as herein provided and for other purposes, this Agreement may be
executed simultaneously in any number of counterparts, each of which
counterparts shall be deemed to be an original, and such counterparts shall
constitute but one and the same instrument.

                  SECTION 11.03.   Limitation on Rights of Certificateholders.

                  The death or incapacity of any Certificateholder shall not
operate to terminate this Agreement or the Trust Fund, nor entitle such
Certificateholder's legal representatives or heirs to claim an accounting or to
take any action or proceeding in any court for a partition or winding up of the
Trust Fund, nor otherwise affect the rights, obligations and liabilities of the
parties hereto or any of them.

                  No Certificateholder shall have any right to vote (except as
expressly provided for herein) or in any manner otherwise control the operation
and management of the Trust Fund, or the obligations of the parties hereto, nor
shall anything herein set forth, or contained in the terms of any of the
Certificates, be construed so as to constitute the Certificateholders from time
to time as partners or members of an association; nor shall any
Certificateholder be under any liability to any third person by reason of any
action taken by the parties to this Agreement pursuant to any provision hereof.

                  No Certificateholder shall have any right by virtue of any
provision of this Agreement to institute any suit, action or proceeding in
equity or at law upon or under or with respect to this Agreement, unless (i)
such Holder previously shall have given to the Trustee a written notice of
default and of the continuance thereof, as hereinbefore provided, and (ii) the
Holders of Certificates entitled to at least 25% of the Voting Rights shall have
made written



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request upon the Trustee to institute such action, suit or proceeding in the
name of the Trustee hereunder and shall have offered to the Trustee such
reasonable indemnity as it may require against the costs, expenses and
liabilities to be incurred therein or thereby, and the Trustee, for 15 days
after its receipt of such notice, request and offer of indemnity, shall have
neglected or refused to institute any such action, suit or proceeding. It is
understood and intended, and expressly covenanted by each Certificateholder with
every other Certificateholder and the Trustee, that no one or more Holders of
Certificates shall have any right in any manner whatsoever by virtue of any
provision of this Agreement to affect, disturb or prejudice the rights of the
Holders of any other of such Certificates, or to obtain or seek to obtain
priority over or preference to any other such Holder, or to enforce any right
under this Agreement, except in the manner herein provided and for the equal,
ratable and common benefit of all Certificateholders. For the protection and
enforcement of the provisions of this Section, each and every Certificateholder
and the Trustee shall be entitled to such relief as can be given either at law
or in equity.

                  SECTION 11.04.   Governing Law.

                  This Agreement shall be construed in accordance with the laws
of the State of New York and the obligations, rights and remedies of the parties
hereunder shall be determined in accordance with such laws excluding the choice
of laws provisions therein.

                  SECTION 11.05.   Notices.

                  All directions, demands, requests, authorizations and notices
hereunder shall be in writing and shall be deemed to have been duly given when
received if personally delivered at or mailed by first class mail, postage
prepaid, or by express delivery service, facsimile, electronic mail or delivered
in any other manner specified herein, to (a) in the case of the Depositor, 1100
Town & Country Road, Suite 1100, Orange, California 92868, Attention: Capital
Markets (telecopy number: (714) 245-0198), or such other address or telecopy
number as may hereafter be furnished to the Master Servicer, the NIMS Insurer
and the Trustee in writing by the Depositor, (b) in the case of the Master
Servicer, 1100 Town & Country Road, 11th Floor, Orange, California 92868,
Attention: General Counsel (telecopy number: (714) 564-9639), or such other
address or telecopy number as may hereafter be furnished to the Trustee, the
NIMS Insurer and the Depositor in writing by the Master Servicer, (c) in the
case of the Trustee, Deutsche Bank National Trust Company, 1761 East St. Andrew
Place, Santa Ana, California 92705-4934, Attention: Trust Administration-AQ0502
(telecopy number: (714) 247-6009), or such other address or telecopy number as
may hereafter be furnished to the Master Servicer, the NIMS Insurer and the
Depositor in writing by the Trustee and (d) in the case of the NIMS Insurer,
such address furnished to the Depositor, the Master Servicer and the Trustee in
writing by the NIMS Insurer. Any notice required or permitted to be given to a
Certificateholder shall be given by first class mail, postage prepaid, at the
address of such Holder as shown in the Certificate Register. Any notice so
mailed within the time prescribed in this Agreement shall be conclusively
presumed to have been duly given when mailed, whether or not the
Certificateholder receives such notice. A copy of any notice required to be
telecopied hereunder also shall be mailed to the appropriate party in the manner
set forth above.



                                      162
<PAGE>


                  SECTION 11.06.   Severability of Provisions.

                  If any one or more of the covenants, agreements, provisions or
terms of this Agreement shall be for any reason whatsoever held invalid, then
such covenants, agreements, provisions or terms shall be deemed severable from
the remaining covenants, agreements, provisions or terms of this Agreement and
shall in no way affect the validity or enforceability of the other provisions of
this Agreement or of the Certificates or the rights of the Holders thereof.

                  SECTION 11.07.   Notice to Rating Agencies and the NIMS
                                   Insurer.

                  The Trustee shall use its best efforts promptly to provide
notice to the Rating Agencies and the NIMS Insurer with respect to each of the
following of which it has actual knowledge:

                  1.       Any material change or amendment to this Agreement;

                  2.       The occurrence of any Master Servicer Event of
Default that has not been cured or waived;

                  3.       The resignation or termination of the Master Servicer
or the Trustee;

                  4.       The repurchase or substitution of Mortgage Loans
pursuant to or as contemplated by Section 2.03;

                  5.       The final payment to the Holders of any Class of
Certificates;

                  6.       Any change in the location of the Collection Account
or the Distribution Account;

                  7.       Any event that would result in the inability of the
Trustee, were it to succeed as Master Servicer, to make advances regarding
delinquent Mortgage Loans; and

                  8.       The filing of any claim under the Master Servicer's
blanket bond and errors and omissions insurance policy required by Section 3.09
or the cancellation or material modification of coverage under any such
instrument.

                  In addition, the Trustee shall promptly furnish to each Rating
Agency and the NIMS Insurer copies of each report to Certificateholders
described in Section 4.02 and the Master Servicer, as required pursuant to
Section 3.19 and Section 3.20, shall promptly furnish to each Rating Agency
copies of the following:

                  1.       Each annual statement as to compliance described in
Section 3.19; and

                  2.       Each annual independent public accountants' servicing
report described in Section 3.20.



                                      163
<PAGE>


                  Any such notice pursuant to this Section 11.07 shall be in
writing and shall be deemed to have been duly given if personally delivered at
or mailed by first class mail, postage prepaid, or by express delivery service
to Moody's Investors Service, Inc., 99 Church Street, New York, New York 10007,
to Fitch Ratings, One State Street Plaza, New York, New York 10004, to Dominion
Bond Rating Services, Inc., 55 Broadway, 15th Floor, New York, New York 10006
and to Standard & Poor's Ratings Services, a division of The McGraw-Hill
Companies, Inc., 55 Water Street, New York, New York 10041, or such other
addresses as the Rating Agencies may designate in writing to the parties hereto.

                  SECTION 11.08.   Article and Section References.

                  All article and section references used in this Agreement,
unless otherwise provided, are to articles and sections in this Agreement.

                  SECTION 11.09.   Grant of Security Interest.

                  It is the express intent of the parties hereto that the
conveyance of the Mortgage Loans by the Depositor to the Trustee be, and be
construed as, a sale of the Mortgage Loans by the Depositor and not a pledge of
the Mortgage Loans by the Depositor to secure a debt or other obligation of the
Depositor or the Seller. However, in the event that, notwithstanding the
aforementioned intent of the parties, the Mortgage Loans are held to be property
of the Depositor or the Seller, then, (a) it is the express intent of the
parties that such conveyance be deemed a pledge of the Mortgage Loans by the
Depositor to the Trustee to secure a debt or other obligation of the Depositor
or the Seller and (b)(1) this Agreement shall also be deemed to be a security
agreement within the meaning of Articles 8 and 9 of the Uniform Commercial Code
as in effect from time to time in the State of New York; (2) the conveyance
provided for in Section 2.01 hereof shall be deemed to be a grant by the Seller
and the Depositor to the Trustee of a security interest in all of the Seller's
and the Depositor's right, title and interest in and to the Mortgage Loans and
all amounts payable to the Holders of the Mortgage Loans in accordance with the
terms thereof and all proceeds of the conversion, voluntary or involuntary, of
the foregoing into cash, instruments, securities or other property, including
without limitation all amounts, other than investment earnings, from time to
time held or invested in the Collection Account and the Distribution Account,
whether in the form of cash, instruments, securities or other property; (3) the
obligations secured by such security agreement shall be deemed to be all of the
Depositor's obligations under this Agreement, including the obligation to
provide to the Certificateholders the benefits of this Agreement relating to the
Mortgage Loans and the Trust Fund; and (4) notifications to persons holding such
property, and acknowledgments, receipts or confirmations from persons holding
such property, shall be deemed notifications to, or acknowledgments, receipts or
confirmations from, financial intermediaries, bailees or agents (as applicable)
of the Trustee for the purpose of perfecting such security interest under
applicable law. Accordingly, the Depositor hereby grants to the Trustee a
security interest in the Mortgage Loans and all other property described in
clause (2) of the preceding sentence, for the purpose of securing to the Trustee
on behalf of the Certificateholders the performance by the Depositor of the
obligations described in clause (3) of the preceding sentence. Notwithstanding
the foregoing, the parties hereto intend the conveyance pursuant to Section 2.01
and the transfer pursuant to the Mortgage



                                      164
<PAGE>


Loan Purchase Agreement to be a true, absolute and unconditional sale of the
Mortgage Loans and assets constituting the Trust Fund by the Depositor to the
Trustee.

                  SECTION 11.10.   Third Party Rights.

                  The NIMS Insurer shall be deemed a third-party beneficiary of
this Agreement to the same extent as if it were a party hereto, and shall have
the right to enforce the provisions of this Agreement.



                                      165
<PAGE>


                  IN WITNESS WHEREOF, the Depositor, the Master Servicer and the
Trustee have caused their names to be signed hereto by their respective officers
thereunto duly authorized, in each case as of the day and year first above
written.

                                    AMERIQUEST MORTGAGE SECURITIES INC.,
                                       as Depositor


                                    By:        /S/ JOHN P. GRAZER
                                         ---------------------------------------
                                    Name:  John P. Grazer
                                    Title: CFO



                                    AMERIQUEST MORTGAGE COMPANY,
                                       as Master Servicer


                                    By:        /S/ JOHN P. GRAZER
                                         ---------------------------------------
                                    Name:  John P. Grazer
                                    Title: EVP



                                    DEUTSCHE BANK NATIONAL TRUST COMPANY,
                                       as Trustee

                                    By:        /S/ NICHOLAS GISLER
                                         ---------------------------------------
                                    Name:  Nicholas Gisler
                                    Title: Associate


                                    By:        /S/ HANG LUU
                                         ---------------------------------------
                                    Name:  Hang Luu
                                    Title: Authorized Signer



<PAGE>




STATE OF CALIFORNIA                 )
                                    ) ss.:
COUNTY OF ORANGE                    )

                  On the ___ day of _________2005, before me, a notary public in
and for said State, personally appeared ____________, known to me to be an
________________ of Ameriquest Mortgage Securities Inc., one of the corporations
that executed the within instrument, and also known to me to be the person who
executed it on behalf of said corporation, and acknowledged to me that such
corporation executed the within instrument.

                  IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.





                                    --------------------------------------------
                                                  Notary Public

[Notarial Seal]


<PAGE>



STATE OF CALIFORNIA                 )
                                    ) ss.:
COUNTY OF ORANGE                    )


                  On the __th day of _________ 2005, before me, a notary public
in and for said State, personally appeared __________________, known to me to be
a _________________ of Ameriquest Mortgage Company, one of the corporations that
executed the within instrument, and also known to me to be the person who
executed it on behalf of said corporation, and acknowledged to me that such
corporation executed the within instrument.

                  IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.





                                    --------------------------------------------
                                                  Notary Public

[Notarial Seal]


<PAGE>




STATE OF CALIFORNIA                 )
                                    ) ss.:
COUNTY OF                           )



                  On the ___ day of _________ 2005, before me, a notary public
in and for said State, personally appeared _________________, known to me to be
an ____________________ of Deutsche Bank National Trust Company, one of the
entities 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 entity executed the within instrument.

                  IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.





                                    --------------------------------------------
                                                  Notary Public

<PAGE>

                                  EXHIBIT A-1A

                         FORM OF CLASS A-1A CERTIFICATE

         SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
         "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS
         THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE
         INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").


<TABLE>
<CAPTION>
<S>                                                         <C>
Series 2005-R2, Class A-1A                                  Aggregate  Certificate  Principal  Balance of the Class
                                                            A-1A Certificates as of the Issue Date: $258,089,000.00

Pass-Through Rate: Variable                                 Denomination: $258,089,000.00

Date of Pooling and Servicing  Agreement and                Master Servicer: Ameriquest Mortgage Company
Cut-off Date: March 1, 2005

First Distribution Date: April 25, 2005                     Trustee: Deutsche Bank National Trust Company

No. 1                                                       Issue Date: March 24, 2005

                                                            CUSIP: 03072S YJ 8
</TABLE>


         DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
         CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE
         OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE
         LESS THAN THE AMOUNT SHOWN ABOVE AS THE DENOMINATION OF THIS
         CERTIFICATE.



                                     A-1A-1
<PAGE>


                      ASSET-BACKED PASS-THROUGH CERTIFICATE

evidencing a beneficial ownership interest in a Trust Fund (the "Trust Fund")
consisting primarily of a pool of conventional one- to four-family
adjustable-rate and fixed-rate first lien mortgage loans (the "Mortgage Loans")
formed and sold by


                       AMERIQUEST MORTGAGE SECURITIES INC.

         THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
         AMERIQUEST MORTGAGE SECURITIES INC., THE MASTER SERVICER, THE TRUSTEE
         OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE
         UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
         INSTRUMENTALITY OF THE UNITED STATES.

                  This certifies that Cede & Co. is the registered owner of a
Percentage Interest (obtained by dividing the denomination of this Certificate
by the aggregate Certificate Principal Balance of the Class A-1A Certificates as
of the Issue Date) in that certain beneficial ownership interest evidenced by
all the Class A-1A Certificates in a REMIC created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among
Ameriquest Mortgage Securities Inc. (hereinafter called the "Depositor," which
term includes any successor entity under the Agreement), the Master Servicer and
the Trustee, a summary of certain of the pertinent provisions of which is set
forth hereafter. To the extent not defined herein, the capitalized terms used
herein have the meanings assigned in the 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.

                  Pursuant to the terms of the Agreement, distributions will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (a "Distribution Date"), commencing on
the First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the 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 the Holders of Class A-1A Certificates on such Distribution
Date pursuant to the Agreement.

                  All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Trustee by
wire transfer in immediately available funds to the account of the Person
entitled thereto if such Person shall have so notified the Trustee in writing at
least five Business Days prior to the Record Date immediately prior to such
Distribution Date or otherwise by check mailed by first class mail to the
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register. Notwithstanding the above, the final distribution on
this Certificate will be made after due notice by the Trustee of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency appointed by the Trustee for that purpose as provided in
the Agreement.



                                     A-1A-2
<PAGE>


                  The Pass-Through Rate applicable to the calculation of
interest payable with respect to this Certificate on any Distribution Date shall
be the lesser of (x) the related Formula Rate for such Distribution Date and (y)
the Net WAC Pass-Through Rate for such Distribution Date. For any Distribution
Date and this Certificate, the Formula Rate is One-Month LIBOR plus the
Certificate Margin.

                  This Certificate is one of a duly authorized issue of
Certificates designated as Asset-Backed Pass-Through Certificates of the Series
specified on the face hereof (herein called the "Certificates") and representing
a Percentage Interest in the Class of Certificates specified on the face hereof
equal to the denomination specified on the face hereof divided by the aggregate
Certificate Principal Balance of the Class of Certificates specified on the face
hereof.

                  The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.

                  The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor, the Master Servicer, the Trustee and the rights of
the Certificateholders under the Agreement at any time by the Depositor, the
Master Servicer and the Trustee with the consent of the Holders of Certificates
entitled to at least 66% of the Voting Rights. 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 herefor or in lieu hereof whether or not notation
of such consent is made upon this Certificate. The Agreement also permits the
amendment thereof, in certain limited circumstances, without the consent of the
Holders of any of the Certificates.

                  As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for registration
of transfer at the offices or agencies appointed by the Trustee as provided in
the Agreement, duly endorsed by, or accompanied by an assignment in the form
below or other 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 evidencing the same
aggregate Percentage Interest will be issued to the designated transferee or
transferees.

                  The Certificates are issuable in fully registered form only
without coupons in Classes and denominations representing Percentage Interests
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 evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.



                                     A-1A-3
<PAGE>


                  No service charge will be made for any such registration of
transfer or exchange of Certificates, but the Trustee may require payment of a
sum sufficient to cover any tax or other governmental charge that may be imposed
in connection with any transfer or exchange of Certificates.

                  The Depositor, the Master Servicer, the Trustee and the
Certificate Registrar and any agent of the Depositor, the Master Servicer, the
Trustee or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the
Depositor, the Master Servicer, the Trustee, the Certificate Registrar nor any
such agent shall be affected by notice to the contrary.

                  The obligations created by the Agreement and the Trust Fund
created thereby shall terminate upon payment to the Certificateholders of all
amounts held by the Trustee and required to be paid to them pursuant to the
Agreement following the earlier of (i) the final payment or other liquidation
(or any advance with respect thereto) of the last Mortgage Loan remaining in
REMIC I, and (ii) the purchase by the party designated in the Agreement at a
price determined as provided in the Agreement from REMIC I of all the Mortgage
Loans and all property acquired in respect of such Mortgage Loans. The Agreement
permits, but does not require, the party designated in the Agreement to purchase
from REMIC I all the Mortgage Loans and all property acquired in respect of any
Mortgage Loan at a price determined as provided in the Agreement. The exercise
of such right will effect early retirement of the Certificates; however, such
right cannot be exercised until the Optional Termination Date.

                  The recitals contained herein shall be taken as statements of
the Depositor and the Trustee assumes no responsibility for their correctness.

                  Unless the certificate of authentication hereon has been
executed by the Certificate Registrar, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.



                                     A-1A-4
<PAGE>


                  IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly executed.


Dated: _______________, 2005


                                                   DEUTSCHE BANK NATIONAL
                                                   TRUST COMPANY
                                                   as Trustee


                                                   By:__________________________
                                                          Authorized Officer




                          CERTIFICATE OF AUTHENTICATION

                  This is one of the Certificates referred to in the
within-mentioned Agreement.


                                                   DEUTSCHE BANK NATIONAL
                                                   TRUST COMPANY
                                                   as Certificate Registrar


                                                   By:__________________________
                                                          Authorized Signatory



                                     A-1A-5
<PAGE>


                                  ABBREVIATIONS

                  The following abbreviations, when used in the inscription on
the face of this instrument, shall be construed as though they were written out
in full according to applicable laws or regulations:


  TEN COM -  as tenants in common         UNIF GIFT MIN ACT -       CUSTODIAN
                                                               -----------------
                                                                (Cust)   (Minor)
  TEN ENT -  as tenants by the                                    under Uniform
             entireties                                          Gifts to Minors
                                                                       Act
  JT TEN  -  as joint tenants with                              ________________
             right if survivorship and                               (State)
             not as tenants in common


                  Additional abbreviations may also be used though not in the
above list.


                                   ASSIGNMENT

                  FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto _________________________________________________________
______________________________________________________________________________
______________________________________________________________________________

(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee)

a Percentage Interest equal to____% evidenced by the within Asset-Backed Pass-
Through Certificate and hereby authorize(s) the registration of transfer of such
interest to assignee on the Certificate Register of the Trust Fund.

                  I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee
and deliver such Certificate to the following address:


Dated:


                                       _____________________________________
                                       Signature by or on behalf of assignor


                                       _____________________________________
                                                 Signature Guaranteed



                                     A-1A-6
<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 name above, or _____________________________________, as its agent.



                                     A-1A-7
<PAGE>


                                  EXHIBIT A-1B

                         FORM OF CLASS A-1B CERTIFICATE

         SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
         "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS
         THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE
         INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").


<TABLE>
<CAPTION>
<S>                                                         <C>
Series 2005-R2, Class A-1B                                  Aggregate Certificate Principal Balance of the Class
                                                            A-1B Certificates as of the Issue Date: $64,523,000.00

Pass-Through Rate: Variable                                 Denomination: $64,523,000.00

Date of Pooling and Servicing  Agreement and                Master Servicer: Ameriquest Mortgage Company
Cut-off Date: March 1, 2005

First Distribution Date: April 25, 2005                     Trustee: Deutsche Bank National Trust Company

No. 1                                                       Issue Date: March 24, 2005

                                                            CUSIP: 03072S YK 5
</TABLE>


         DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
         CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE
         OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE
         LESS THAN THE AMOUNT SHOWN ABOVE AS THE DENOMINATION OF THIS
         CERTIFICATE.



                                     A-1B-1
<PAGE>


                      ASSET-BACKED PASS-THROUGH CERTIFICATE

evidencing a beneficial ownership interest in a Trust Fund (the "Trust Fund")
consisting primarily of a pool of conventional one- to four-family
adjustable-rate and fixed-rate first lien mortgage loans (the "Mortgage Loans")
formed and sold by


                       AMERIQUEST MORTGAGE SECURITIES INC.

         THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
         AMERIQUEST MORTGAGE SECURITIES INC., THE MASTER SERVICER, THE TRUSTEE
         OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE
         UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
         INSTRUMENTALITY OF THE UNITED STATES.

                  This certifies that Cede & Co. is the registered owner of a
Percentage Interest (obtained by dividing the denomination of this Certificate
by the aggregate Certificate Principal Balance of the Class A-1B Certificates as
of the Issue Date) in that certain beneficial ownership interest evidenced by
all the Class A-1B Certificates in a REMIC created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among
Ameriquest Mortgage Securities Inc. (hereinafter called the "Depositor," which
term includes any successor entity under the Agreement), the Master Servicer and
the Trustee, a summary of certain of the pertinent provisions of which is set
forth hereafter. To the extent not defined herein, the capitalized terms used
herein have the meanings assigned in the 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.

                  Pursuant to the terms of the Agreement, distributions will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (a "Distribution Date"), commencing on
the First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the 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 the Holders of Class A-1B Certificates on such Distribution
Date pursuant to the Agreement.

                  All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Trustee by
wire transfer in immediately available funds to the account of the Person
entitled thereto if such Person shall have so notified the Trustee in writing at
least five Business Days prior to the Record Date immediately prior to such
Distribution Date or otherwise by check mailed by first class mail to the
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register. Notwithstanding the above, the final distribution on
this Certificate will be made after due notice by the Trustee of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency appointed by the Trustee for that purpose as provided in
the Agreement.



                                     A-1B-2
<PAGE>


                  The Pass-Through Rate applicable to the calculation of
interest payable with respect to this Certificate on any Distribution Date shall
be the lesser of (x) the related Formula Rate for such Distribution Date and (y)
the Net WAC Pass-Through Rate for such Distribution Date. For any Distribution
Date and this Certificate, the Formula Rate is One-Month LIBOR plus the
Certificate Margin.

                  This Certificate is one of a duly authorized issue of
Certificates designated as Asset-Backed Pass-Through Certificates of the Series
specified on the face hereof (herein called the "Certificates") and representing
a Percentage Interest in the Class of Certificates specified on the face hereof
equal to the denomination specified on the face hereof divided by the aggregate
Certificate Principal Balance of the Class of Certificates specified on the face
hereof.

                  The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.

                  The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor, the Master Servicer, the Trustee and the rights of
the Certificateholders under the Agreement at any time by the Depositor, the
Master Servicer and the Trustee with the consent of the Holders of Certificates
entitled to at least 66% of the Voting Rights. 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 herefor or in lieu hereof whether or not notation
of such consent is made upon this Certificate. The Agreement also permits the
amendment thereof, in certain limited circumstances, without the consent of the
Holders of any of the Certificates.

                  As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for registration
of transfer at the offices or agencies appointed by the Trustee as provided in
the Agreement, duly endorsed by, or accompanied by an assignment in the form
below or other 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 evidencing the same
aggregate Percentage Interest will be issued to the designated transferee or
transferees.

                  The Certificates are issuable in fully registered form only
without coupons in Classes and denominations representing Percentage Interests
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 evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.

                  No service charge will be made for any such registration of
transfer or exchange of Certificates, but the Trustee may require payment of a
sum sufficient to cover any tax or other



                                     A-1B-3
<PAGE>


governmental charge that may be imposed in connection with any transfer or
exchange of Certificates.

                  The Depositor, the Master Servicer, the Trustee and the
Certificate Registrar and any agent of the Depositor, the Master Servicer, the
Trustee or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the
Depositor, the Master Servicer, the Trustee, the Certificate Registrar nor any
such agent shall be affected by notice to the contrary.

                  The obligations created by the Agreement and the Trust Fund
created thereby shall terminate upon payment to the Certificateholders of all
amounts held by the Trustee and required to be paid to them pursuant to the
Agreement following the earlier of (i) the final payment or other liquidation
(or any advance with respect thereto) of the last Mortgage Loan remaining in
REMIC I, and (ii) the purchase by the party designated in the Agreement at a
price determined as provided in the Agreement from REMIC I of all the Mortgage
Loans and all property acquired in respect of such Mortgage Loans. The Agreement
permits, but does not require, the party designated in the Agreement to purchase
from REMIC I all the Mortgage Loans and all property acquired in respect of any
Mortgage Loan at a price determined as provided in the Agreement. The exercise
of such right will effect early retirement of the Certificates; however, such
right cannot be exercised until the Optional Termination Date.

                  The recitals contained herein shall be taken as statements of
the Depositor and the Trustee assumes no responsibility for their correctness.

                  Unless the certificate of authentication hereon has been
executed by the Certificate Registrar, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.



                                     A-1B-4
<PAGE>


                  IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly executed.


Dated: _______________, 2005


                                                   DEUTSCHE BANK NATIONAL
                                                   TRUST COMPANY
                                                   as Trustee


                                                   By:__________________________
                                                          Authorized Officer




                          CERTIFICATE OF AUTHENTICATION

                  This is one of the Certificates referred to in the
within-mentioned Agreement.


                                                   DEUTSCHE BANK NATIONAL
                                                   TRUST COMPANY
                                                   as Certificate Registrar


                                                   By:__________________________
                                                          Authorized Signatory



                                     A-1B-5
<PAGE>


                                  ABBREVIATIONS

                  The following abbreviations, when used in the inscription on
the face of this instrument, shall be construed as though they were written out
in full according to applicable laws or regulations:


  TEN COM -  as tenants in common         UNIF GIFT MIN ACT -       CUSTODIAN
                                                               -----------------
                                                                (Cust)   (Minor)
  TEN ENT -  as tenants by the                                    under Uniform
             entireties                                          Gifts to Minors
                                                                       Act
  JT TEN  -  as joint tenants with                              ________________
             right if survivorship and                               (State)
             not as tenants in common


                  Additional abbreviations may also be used though not in the
above list.


                                   ASSIGNMENT

                  FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto _________________________________________________________
______________________________________________________________________________
______________________________________________________________________________

(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee)

a Percentage Interest equal to____% evidenced by the within Asset-Backed Pass-
Through Certificate and hereby authorize(s) the registration of transfer of such
interest to assignee on the Certificate Register of the Trust Fund.

                  I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee
and deliver such Certificate to the following address:


Dated:


                                       _____________________________________
                                       Signature by or on behalf of assignor


                                       _____________________________________
                                                 Signature Guaranteed



                                     A-1B-6
<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 name above, or _____________________________________, as its agent.



                                     A-1B-7
<PAGE>


                                  EXHIBIT A-2A

                         FORM OF CLASS A-2A CERTIFICATE

         SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
         "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS
         THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE
         INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").\


<TABLE>
<CAPTION>
<S>                                                         <C>
Series 2005-R2, Class A-2A                                  Aggregate Certificate Principal Balance of
                                                            the Class A-2A Certificates as of the
                                                            Issue Date: $258,048,000.00

Pass-Through Rate: Variable                                 Denomination: $258,048,000.00

Date of Pooling and Servicing Agreement and                 Master Servicer: Ameriquest Mortgage Company
Cut-off Date: March 1, 2005

First Distribution Date: April 25, 2005                     Trustee: Deutsche Bank National Trust Company

No. 1                                                       Issue Date: March 24, 2005

                                                            CUSIP: 03072S YL 3
</TABLE>


         DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
         CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE
         OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE
         LESS THAN THE AMOUNT SHOWN ABOVE AS THE DENOMINATION OF THIS
         CERTIFICATE.



                                     A-2A-1
<PAGE>


                      ASSET-BACKED PASS-THROUGH CERTIFICATE

evidencing a beneficial ownership interest in a Trust Fund (the "Trust Fund")
consisting primarily of a pool of conventional one- to four-family
adjustable-rate and fixed-rate first lien mortgage loans (the "Mortgage Loans")
formed and sold by


                       AMERIQUEST MORTGAGE SECURITIES INC.

         THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
         AMERIQUEST MORTGAGE SECURITIES INC., THE MASTER SERVICER, THE TRUSTEE
         OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE
         UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
         INSTRUMENTALITY OF THE UNITED STATES.

                  This certifies that Cede & Co. is the registered owner of a
Percentage Interest (obtained by dividing the denomination of this Certificate
by the aggregate Certificate Principal Balance of the Class A-2A Certificates as
of the Issue Date) in that certain beneficial ownership interest evidenced by
all the Class A-2A Certificates in a REMIC created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among
Ameriquest Mortgage Securities Inc. (hereinafter called the "Depositor," which
term includes any successor entity under the Agreement) and the Trustee, a
summary of certain of the pertinent provisions of which is set forth hereafter.
To the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the 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.

                  Pursuant to the terms of the Agreement, distributions will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (a "Distribution Date"), commencing on
the First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the 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 the Holders of Class A-2A Certificates on such Distribution
Date pursuant to the Agreement.

                  All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Trustee by
wire transfer in immediately available funds to the account of the Person
entitled thereto if such Person shall have so notified the Trustee in writing at
least five Business Days prior to the Record Date immediately prior to such
Distribution Date or otherwise by check mailed by first class mail to the
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register. Notwithstanding the above, the final distribution on
this Certificate will be made after due notice by the Trustee of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency appointed by the Trustee for that purpose as provided in
the Agreement.

                  The Pass-Through Rate applicable to the calculation of
interest payable with respect to this Certificate on any Distribution Date shall
be the lesser of (x) the related Formula



                                     A-2A-2
<PAGE>


Rate for such Distribution Date and (y) the Net WAC Pass-Through Rate for such
Distribution Date. For any Distribution Date and this Certificate, the Formula
Rate is One-Month LIBOR plus the Certificate Margin.

                  This Certificate is one of a duly authorized issue of
Certificates designated as Asset-Backed Pass-Through Certificates of the Series
specified on the face hereof (herein called the "Certificates") and representing
a Percentage Interest in the Class of Certificates specified on the face hereof
equal to the denomination specified on the face hereof divided by the aggregate
Certificate Principal Balance of the Class of Certificates specified on the face
hereof.

                  The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.

                  The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor, the Master Servicer, the Trustee and the rights of
the Certificateholders under the Agreement at any time by the Depositor, the
Master Servicer and the Trustee with the consent of the Holders of Certificates
entitled to at least 66% of the Voting Rights. 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 herefor or in lieu hereof whether or not notation
of such consent is made upon this Certificate. The Agreement also permits the
amendment thereof, in certain limited circumstances, without the consent of the
Holders of any of the Certificates.

                  As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for registration
of transfer at the offices or agencies appointed by the Trustee as provided in
the Agreement, duly endorsed by, or accompanied by an assignment in the form
below or other 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 evidencing the same
aggregate Percentage Interest will be issued to the designated transferee or
transferees.

                  The Certificates are issuable in fully registered form only
without coupons in Classes and denominations representing Percentage Interests
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 evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.

                  No service charge will be made for any such registration of
transfer or exchange of Certificates, but the Trustee may require payment of a
sum sufficient to cover any tax or other governmental charge that may be imposed
in connection with any transfer or exchange of Certificates.



                                     A-2A-3
<PAGE>


                  The Depositor, the Master Servicer, the Trustee and the
Certificate Registrar and any agent of the Depositor, the Master Servicer, the
Trustee or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the
Depositor, the Master Servicer, the Trustee, the Certificate Registrar nor any
such agent shall be affected by notice to the contrary.

                  The obligations created by the Agreement and the Trust Fund
created thereby shall terminate upon payment to the Certificateholders of all
amounts held by the Trustee and required to be paid to them pursuant to the
Agreement following the earlier of (i) the final payment or other liquidation
(or any advance with respect thereto) of the last Mortgage Loan remaining in
REMIC I, and (ii) the purchase by the party designated in the Agreement at a
price determined as provided in the Agreement from REMIC I of all the Mortgage
Loans and all property acquired in respect of such Mortgage Loans. The Agreement
permits, but does not require, the party designated in the Agreement to purchase
from REMIC I all the Mortgage Loans and all property acquired in respect of any
Mortgage Loan at a price determined as provided in the Agreement. The exercise
of such right will effect early retirement of the Certificates; however, such
right cannot be exercised until the Optional Termination Date.

                  The recitals contained herein shall be taken as statements of
the Depositor and the Trustee assumes no responsibility for their correctness.

                  Unless the certificate of authentication hereon has been
executed by the Certificate Registrar, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.



                                     A-2A-4
<PAGE>


                  IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly executed.


Dated: _______________, 2005


                                                   DEUTSCHE BANK NATIONAL
                                                   TRUST COMPANY
                                                   as Trustee


                                                   By:__________________________
                                                          Authorized Officer




                          CERTIFICATE OF AUTHENTICATION

                  This is one of the Certificates referred to in the
within-mentioned Agreement.


                                                   DEUTSCHE BANK NATIONAL
                                                   TRUST COMPANY
                                                   as Certificate Registrar


                                                   By:__________________________
                                                          Authorized Signatory



                                     A-2A-5
<PAGE>


                                  ABBREVIATIONS

                  The following abbreviations, when used in the inscription on
the face of this instrument, shall be construed as though they were written out
in full according to applicable laws or regulations:


  TEN COM -  as tenants in common         UNIF GIFT MIN ACT -       CUSTODIAN
                                                               -----------------
                                                                (Cust)   (Minor)
  TEN ENT -  as tenants by the                                    under Uniform
             entireties                                          Gifts to Minors
                                                                       Act
  JT TEN  -  as joint tenants with                              ________________
             right if survivorship and                               (State)
             not as tenants in common


                  Additional abbreviations may also be used though not in the
above list.


                                   ASSIGNMENT

                  FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto _________________________________________________________
______________________________________________________________________________
______________________________________________________________________________

(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee)

a Percentage Interest equal to____% evidenced by the within Asset-Backed Pass-
Through Certificate and hereby authorize(s) the registration of transfer of such
interest to assignee on the Certificate Register of the Trust Fund.

                  I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee
and deliver such Certificate to the following address:


Dated:


                                       _____________________________________
                                       Signature by or on behalf of assignor


                                       _____________________________________
                                                 Signature Guaranteed



                                     A-2A-6
<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 name above, or _____________________________________, as its agent.



                                     A-2A-7
<PAGE>


                                  EXHIBIT A-2B

                         FORM OF CLASS A-2B CERTIFICATE

         SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
         "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS
         THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE
         INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").


<TABLE>
<CAPTION>
<S>                                                         <C>
Series 2005-R2, Class A-2B                                  Aggregate Certificate Principal Balance of
                                                            the Class A-2B Certificates as of the
                                                            Issue Date: $64,511,000.00

Pass-Through Rate: Variable                                 Denomination: $64,511,000.00

Date of Pooling and Servicing Agreement and                 Master Servicer: Ameriquest Mortgage Company
Cut-off Date: March 1, 2005

First Distribution Date: April 25, 2005                     Trustee: Deutsche Bank National Trust Company


No. 1                                                       Issue Date: March 24, 2005

                                                            CUSIP: 03072S YM 1
</TABLE>


         DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
         CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE
         OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE
         LESS THAN THE AMOUNT SHOWN ABOVE AS THE DENOMINATION OF THIS
         CERTIFICATE.



                                     A-2B-1
<PAGE>


                      ASSET-BACKED PASS-THROUGH CERTIFICATE

evidencing a beneficial ownership interest in a Trust Fund (the "Trust Fund")
consisting primarily of a pool of conventional one- to four-family
adjustable-rate and fixed-rate first lien mortgage loans (the "Mortgage Loans")
formed and sold by


                       AMERIQUEST MORTGAGE SECURITIES INC.

         THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
         AMERIQUEST MORTGAGE SECURITIES INC., THE MASTER SERVICER, THE TRUSTEE
         OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE
         UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
         INSTRUMENTALITY OF THE UNITED STATES.

                  This certifies that Cede & Co. is the registered owner of a
Percentage Interest (obtained by dividing the denomination of this Certificate
by the aggregate Certificate Principal Balance of the Class A-2B Certificates as
of the Issue Date) in that certain beneficial ownership interest evidenced by
all the Class A-2B Certificates in a REMIC created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among
Ameriquest Mortgage Securities Inc. (hereinafter called the "Depositor," which
term includes any successor entity under the Agreement), the Master Servicer and
the Trustee, a summary of certain of the pertinent provisions of which is set
forth hereafter. To the extent not defined herein, the capitalized terms used
herein have the meanings assigned in the 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.

                  Pursuant to the terms of the Agreement, distributions will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (a "Distribution Date"), commencing on
the First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the 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 the Holders of Class A-2B Certificates on such Distribution
Date pursuant to the Agreement.

                  All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Trustee by
wire transfer in immediately available funds to the account of the Person
entitled thereto if such Person shall have so notified the Trustee in writing at
least five Business Days prior to the Record Date immediately prior to such
Distribution Date or otherwise by check mailed by first class mail to the
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register. Notwithstanding the above, the final distribution on
this Certificate will be made after due notice by the Trustee of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency appointed by the Trustee for that purpose as provided in
the Agreement.



                                     A-2B-2
<PAGE>


                  The Pass-Through Rate applicable to the calculation of
interest payable with respect to this Certificate on any Distribution Date shall
be the lesser of (x) the related Formula Rate for such Distribution Date and (y)
the Net WAC Pass-Through Rate for such Distribution Date. For any Distribution
Date and this Certificate, the Formula Rate is One-Month LIBOR plus the
Certificate Margin.

                  This Certificate is one of a duly authorized issue of
Certificates designated as Asset-Backed Pass-Through Certificates of the Series
specified on the face hereof (herein called the "Certificates") and representing
a Percentage Interest in the Class of Certificates specified on the face hereof
equal to the denomination specified on the face hereof divided by the aggregate
Certificate Principal Balance of the Class of Certificates specified on the face
hereof.

                  The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.

                  The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor, the Master Servicer, the Trustee and the rights of
the Certificateholders under the Agreement at any time by the Depositor, the
Master Servicer and the Trustee with the consent of the Holders of Certificates
entitled to at least 66% of the Voting Rights. 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 herefor or in lieu hereof whether or not notation
of such consent is made upon this Certificate. The Agreement also permits the
amendment thereof, in certain limited circumstances, without the consent of the
Holders of any of the Certificates.

                  As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for registration
of transfer at the offices or agencies appointed by the Trustee as provided in
the Agreement, duly endorsed by, or accompanied by an assignment in the form
below or other 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 evidencing the same
aggregate Percentage Interest will be issued to the designated transferee or
transferees.

                  The Certificates are issuable in fully registered form only
without coupons in Classes and denominations representing Percentage Interests
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 evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.

                  No service charge will be made for any such registration of
transfer or exchange of Certificates, but the Trustee may require payment of a
sum sufficient to cover any tax or other



                                     A-2B-3
<PAGE>


governmental charge that may be imposed in connection with any transfer or
exchange of Certificates.

                  The Depositor, the Master Servicer, the Trustee and the
Certificate Registrar and any agent of the Depositor, the Master Servicer, the
Trustee or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the
Depositor, the Master Servicer, the Trustee, the Certificate Registrar nor any
such agent shall be affected by notice to the contrary.

                  The obligations created by the Agreement and the Trust Fund
created thereby shall terminate upon payment to the Certificateholders of all
amounts held by the Trustee and required to be paid to them pursuant to the
Agreement following the earlier of (i) the final payment or other liquidation
(or any advance with respect thereto) of the last Mortgage Loan remaining in
REMIC I, and (ii) the purchase by the party designated in the Agreement at a
price determined as provided in the Agreement from REMIC I of all the Mortgage
Loans and all property acquired in respect of such Mortgage Loans. The Agreement
permits, but does not require, the party designated in the Agreement to purchase
from REMIC I all the Mortgage Loans and all property acquired in respect of any
Mortgage Loan at a price determined as provided in the Agreement. The exercise
of such right will effect early retirement of the Certificates; however, such
right cannot be exercised until the Optional Termination Date.

                  The recitals contained herein shall be taken as statements of
the Depositor and the Trustee assumes no responsibility for their correctness.

                  Unless the certificate of authentication hereon has been
executed by the Certificate Registrar, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.



                                     A-2B-4
<PAGE>


                  IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly executed.


Dated: _______________, 2005


                                                   DEUTSCHE BANK NATIONAL
                                                   TRUST COMPANY
                                                   as Trustee


                                                   By:__________________________
                                                          Authorized Officer




                          CERTIFICATE OF AUTHENTICATION

                  This is one of the Certificates referred to in the
within-mentioned Agreement.


                                                   DEUTSCHE BANK NATIONAL
                                                   TRUST COMPANY
                                                   as Certificate Registrar


                                                   By:__________________________
                                                          Authorized Signatory



                                     A-2B-5
<PAGE>


                                  ABBREVIATIONS

                  The following abbreviations, when used in the inscription on
the face of this instrument, shall be construed as though they were written out
in full according to applicable laws or regulations:


  TEN COM -  as tenants in common         UNIF GIFT MIN ACT -       CUSTODIAN
                                                               -----------------
                                                                (Cust)   (Minor)
  TEN ENT -  as tenants by the                                    under Uniform
             entireties                                          Gifts to Minors
                                                                       Act
  JT TEN  -  as joint tenants with                              ________________
             right if survivorship and                               (State)
             not as tenants in common


                  Additional abbreviations may also be used though not in the
above list.


                                   ASSIGNMENT

                  FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto _________________________________________________________
______________________________________________________________________________
______________________________________________________________________________

(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee)

a Percentage Interest equal to____% evidenced by the within Asset-Backed Pass-
Through Certificate and hereby authorize(s) the registration of transfer of such
interest to assignee on the Certificate Register of the Trust Fund.

                  I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee
and deliver such Certificate to the following address:


Dated:


                                       _____________________________________
                                       Signature by or on behalf of assignor


                                       _____________________________________
                                                 Signature Guaranteed



                                     A-2B-6
<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 name above, or _____________________________________, as its agent.



                                     A-2B-7
<PAGE>


                                  EXHIBIT A-3A

                         FORM OF CLASS A-3A CERTIFICATE

         SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
         "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS
         THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE
         INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").


<TABLE>
<CAPTION>
<S>                                                         <C>
Series 2005-R2, Class A-3A
                                                            Aggregate Certificate Principal Balance of
                                                            the Class A-3A Certificates as of the
                                                            Issue Date: $124,645,000.00

Pass-Through Rate: Variable                                 Denomination: $124,645,000.00

Date of Pooling and Servicing Agreement and                 Master Servicer: Ameriquest Mortgage Company
Cut-off Date: March 1, 2005

First Distribution Date: April 25, 2005                     Trustee: Deutsche Bank National Trust Company

No. 1                                                       Issue Date: March 24, 2005

                                                            CUSIP: 03072S YN 9
</TABLE>


         DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
         CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE
         OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE
         LESS THAN THE AMOUNT SHOWN ABOVE AS THE DENOMINATION OF THIS
         CERTIFICATE.



                                     A-3A-1
<PAGE>


                      ASSET-BACKED PASS-THROUGH CERTIFICATE

evidencing a beneficial ownership interest in a Trust Fund (the "Trust Fund")
consisting primarily of a pool of conventional one- to four-family
adjustable-rate and fixed-rate first lien mortgage loans (the "Mortgage Loans")
formed and sold by


                       AMERIQUEST MORTGAGE SECURITIES INC.

         THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
         AMERIQUEST MORTGAGE SECURITIES INC., THE MASTER SERVICER, THE TRUSTEE
         OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE
         UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
         INSTRUMENTALITY OF THE UNITED STATES.

                  This certifies that Cede & Co. is the registered owner of a
Percentage Interest (obtained by dividing the denomination of this Certificate
by the aggregate Certificate Principal Balance of the Class A-3A Certificates as
of the Issue Date) in that certain beneficial ownership interest evidenced by
all the Class A-3A Certificates in a REMIC created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among
Ameriquest Mortgage Securities Inc. (hereinafter called the "Depositor," which
term includes any successor entity under the Agreement), the Master Servicer and
the Trustee, a summary of certain of the pertinent provisions of which is set
forth hereafter. To the extent not defined herein, the capitalized terms used
herein have the meanings assigned in the 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.

                  Pursuant to the terms of the Agreement, distributions will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (a "Distribution Date"), commencing on
the First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the 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 the Holders of Class A-3A Certificates on such Distribution
Date pursuant to the Agreement.

                  All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Trustee by
wire transfer in immediately available funds to the account of the Person
entitled thereto if such Person shall have so notified the Trustee in writing at
least five Business Days prior to the Record Date immediately prior to such
Distribution Date or otherwise by check mailed by first class mail to the
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register. Notwithstanding the above, the final distribution on
this Certificate will be made after due notice by the Trustee of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency appointed by the Trustee for that purpose as provided in
the Agreement.



                                     A-3A-2
<PAGE>


                  The Pass-Through Rate applicable to the calculation of
interest payable with respect to this Certificate on any Distribution Date shall
be the lesser of (x) the related Formula Rate for such Distribution Date and (y)
the Net WAC Pass-Through Rate for such Distribution Date. For any Distribution
Date and this Certificate, the Formula Rate is One-Month LIBOR plus the
Certificate Margin.

                  This Certificate is one of a duly authorized issue of
Certificates designated as Asset-Backed Pass-Through Certificates of the Series
specified on the face hereof (herein called the "Certificates") and representing
a Percentage Interest in the Class of Certificates specified on the face hereof
equal to the denomination specified on the face hereof divided by the aggregate
Certificate Principal Balance of the Class of Certificates specified on the face
hereof.

                  The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.

                  The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor, the Master Servicer, the Trustee and the rights of
the Certificateholders under the Agreement at any time by the Depositor, the
Master Servicer and the Trustee with the consent of the Holders of Certificates
entitled to at least 66% of the Voting Rights. 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 herefor or in lieu hereof whether or not notation
of such consent is made upon this Certificate. The Agreement also permits the
amendment thereof, in certain limited circumstances, without the consent of the
Holders of any of the Certificates.

                  As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for registration
of transfer at the offices or agencies appointed by the Trustee as provided in
the Agreement, duly endorsed by, or accompanied by an assignment in the form
below or other 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 evidencing the same
aggregate Percentage Interest will be issued to the designated transferee or
transferees.

                  The Certificates are issuable in fully registered form only
without coupons in Classes and denominations representing Percentage Interests
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 evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.

                  No service charge will be made for any such registration of
transfer or exchange of Certificates, but the Trustee may require payment of a
sum sufficient to cover any tax or other



                                     A-3A-3
<PAGE>


governmental charge that may be imposed in connection with any transfer or
exchange of Certificates.

                  The Depositor, the Master Servicer, the Trustee and the
Certificate Registrar and any agent of the Depositor, the Master Servicer, the
Trustee or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the
Depositor, the Master Servicer, the Trustee, the Certificate Registrar nor any
such agent shall be affected by notice to the contrary.

                  The obligations created by the Agreement and the Trust Fund
created thereby shall terminate upon payment to the Certificateholders of all
amounts held by the Trustee and required to be paid to them pursuant to the
Agreement following the earlier of (i) the final payment or other liquidation
(or any advance with respect thereto) of the last Mortgage Loan remaining in
REMIC I, and (ii) the purchase by the party designated in the Agreement at a
price determined as provided in the Agreement from REMIC I of all the Mortgage
Loans and all property acquired in respect of such Mortgage Loans. The Agreement
permits, but does not require, the party designated in the Agreement to purchase
from REMIC I all the Mortgage Loans and all property acquired in respect of any
Mortgage Loan at a price determined as provided in the Agreement. The exercise
of such right will effect early retirement of the Certificates; however, such
right cannot be exercised until the Optional Termination Date.

                  The recitals contained herein shall be taken as statements of
the Depositor and the Trustee assumes no responsibility for their correctness.

                  Unless the certificate of authentication hereon has been
executed by the Certificate Registrar, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.



                                     A-3A-4
<PAGE>


                  IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly executed.


Dated: _______________, 2005


                                                   DEUTSCHE BANK NATIONAL
                                                   TRUST COMPANY
                                                   as Trustee


                                                   By:__________________________
                                                          Authorized Officer




                          CERTIFICATE OF AUTHENTICATION

                  This is one of the Certificates referred to in the
within-mentioned Agreement.


                                                   DEUTSCHE BANK NATIONAL
                                                   TRUST COMPANY
                                                   as Certificate Registrar


                                                   By:__________________________
                                                          Authorized Signatory



                                     A-3A-5
<PAGE>


                                  ABBREVIATIONS

                  The following abbreviations, when used in the inscription on
the face of this instrument, shall be construed as though they were written out
in full according to applicable laws or regulations:


  TEN COM -  as tenants in common         UNIF GIFT MIN ACT -       CUSTODIAN
                                                               -----------------
                                                                (Cust)   (Minor)
  TEN ENT -  as tenants by the                                    under Uniform
             entireties                                          Gifts to Minors
                                                                       Act
  JT TEN  -  as joint tenants with                              ________________
             right if survivorship and                               (State)
             not as tenants in common


                  Additional abbreviations may also be used though not in the
above list.


                                   ASSIGNMENT

                  FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto _________________________________________________________
______________________________________________________________________________
______________________________________________________________________________

(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee)

a Percentage Interest equal to____% evidenced by the within Asset-Backed Pass-
Through Certificate and hereby authorize(s) the registration of transfer of such
interest to assignee on the Certificate Register of the Trust Fund.

                  I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee
and deliver such Certificate to the following address:


Dated:


                                       _____________________________________
                                       Signature by or on behalf of assignor


                                       _____________________________________
                                                 Signature Guaranteed



                                     A-3A-6
<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 name above, or _____________________________________, as its agent.



                                     A-3A-7
<PAGE>


                                  EXHIBIT A-3B

                         FORM OF CLASS A-3B CERTIFICATE

         SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
         "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS
         THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE
         INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").


<TABLE>
<CAPTION>
<S>                                                         <C>
Series 2005-R2, Class A-3B                                  Aggregate  Certificate  Principal  Balance  of the  Class
                                                            A-3B Certificates as of the Issue Date: $139,369,000.00

Pass-Through Rate: Variable                                 Denomination: $139,369,000.00

Date of Pooling and Servicing Agreement and                 Master Servicer: Ameriquest Mortgage Company
Cut-off Date: March 1, 2005

First Distribution Date: April 25, 2005                     Trustee: Deutsche Bank National Trust Company


No. 1                                                       Issue Date: March 24, 2005

                                                            CUSIP: 03072S YP 4
</TABLE>


         DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
         CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE
         OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE
         LESS THAN THE AMOUNT SHOWN ABOVE AS THE DENOMINATION OF THIS
         CERTIFICATE.



                                     A-3B-1
<PAGE>


                      ASSET-BACKED PASS-THROUGH CERTIFICATE

evidencing a beneficial ownership interest in a Trust Fund (the "Trust Fund")
consisting primarily of a pool of conventional one- to four-family
adjustable-rate and fixed-rate first lien mortgage loans (the "Mortgage Loans")
formed and sold by


                       AMERIQUEST MORTGAGE SECURITIES INC.

         THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
         AMERIQUEST MORTGAGE SECURITIES INC., THE MASTER SERVICER, THE TRUSTEE
         OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE
         UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
         INSTRUMENTALITY OF THE UNITED STATES.

                  This certifies that Cede & Co. is the registered owner of a
Percentage Interest (obtained by dividing the denomination of this Certificate
by the aggregate Certificate Principal Balance of the Class A-3B Certificates as
of the Issue Date) in that certain beneficial ownership interest evidenced by
all the Class A-3B Certificates in a REMIC created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among
Ameriquest Mortgage Securities Inc. (hereinafter called the "Depositor," which
term includes any successor entity under the Agreement), the Master Servicer and
the Trustee, a summary of certain of the pertinent provisions of which is set
forth hereafter. To the extent not defined herein, the capitalized terms used
herein have the meanings assigned in the 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.

                  Pursuant to the terms of the Agreement, distributions will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (a "Distribution Date"), commencing on
the First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the 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 the Holders of Class A-3B Certificates on such Distribution
Date pursuant to the Agreement.

                  All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Trustee by
wire transfer in immediately available funds to the account of the Person
entitled thereto if such Person shall have so notified the Trustee in writing at
least five Business Days prior to the Record Date immediately prior to such
Distribution Date or otherwise by check mailed by first class mail to the
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register. Notwithstanding the above, the final distribution on
this Certificate will be made after due notice by the Trustee of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency appointed by the Trustee for that purpose as provided in
the Agreement.



                                     A-3B-2
<PAGE>


                  The Pass-Through Rate applicable to the calculation of
interest payable with respect to this Certificate on any Distribution Date shall
be the lesser of (x) the related Formula Rate for such Distribution Date and (y)
the Net WAC Pass-Through Rate for such Distribution Date. For any Distribution
Date and this Certificate, the Formula Rate is One-Month LIBOR plus the
Certificate Margin.

                  This Certificate is one of a duly authorized issue of
Certificates designated as Asset-Backed Pass-Through Certificates of the Series
specified on the face hereof (herein called the "Certificates") and representing
a Percentage Interest in the Class of Certificates specified on the face hereof
equal to the denomination specified on the face hereof divided by the aggregate
Certificate Principal Balance of the Class of Certificates specified on the face
hereof.

                  The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.

                  The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor, the Master Servicer, the Trustee and the rights of
the Certificateholders under the Agreement at any time by the Depositor, the
Master Servicer and the Trustee with the consent of the Holders of Certificates
entitled to at least 66% of the Voting Rights. 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 herefor or in lieu hereof whether or not notation
of such consent is made upon this Certificate. The Agreement also permits the
amendment thereof, in certain limited circumstances, without the consent of the
Holders of any of the Certificates.

                  As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for registration
of transfer at the offices or agencies appointed by the Trustee as provided in
the Agreement, duly endorsed by, or accompanied by an assignment in the form
below or other 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 evidencing the same
aggregate Percentage Interest will be issued to the designated transferee or
transferees.

                  The Certificates are issuable in fully registered form only
without coupons in Classes and denominations representing Percentage Interests
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 evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.

                  No service charge will be made for any such registration of
transfer or exchange of Certificates, but the Trustee may require payment of a
sum sufficient to cover any tax or other



                                     A-3B-3
<PAGE>


governmental charge that may be imposed in connection with any transfer or
exchange of Certificates.

                  The Depositor, the Master Servicer, the Trustee and the
Certificate Registrar and any agent of the Depositor, the Master Servicer, the
Trustee or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the
Depositor, the Master Servicer, the Trustee, the Certificate Registrar nor any
such agent shall be affected by notice to the contrary.

                  The obligations created by the Agreement and the Trust Fund
created thereby shall terminate upon payment to the Certificateholders of all
amounts held by the Trustee and required to be paid to them pursuant to the
Agreement following the earlier of (i) the final payment or other liquidation
(or any advance with respect thereto) of the last Mortgage Loan remaining in
REMIC I, and (ii) the purchase by the party designated in the Agreement at a
price determined as provided in the Agreement from REMIC I of all the Mortgage
Loans and all property acquired in respect of such Mortgage Loans. The Agreement
permits, but does not require, the party designated in the Agreement to purchase
from REMIC I all the Mortgage Loans and all property acquired in respect of any
Mortgage Loan at a price determined as provided in the Agreement. The exercise
of such right will effect early retirement of the Certificates; however, such
right cannot be exercised until the Optional Termination Date.

                  The recitals contained herein shall be taken as statements of
the Depositor and the Trustee assumes no responsibility for their correctness.

                  Unless the certificate of authentication hereon has been
executed by the Certificate Registrar, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.



                                     A-3B-4
<PAGE>


                  IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly executed.


Dated: _______________, 2005


                                                   DEUTSCHE BANK NATIONAL
                                                   TRUST COMPANY
                                                   as Trustee


                                                   By:__________________________
                                                          Authorized Officer




                          CERTIFICATE OF AUTHENTICATION

                  This is one of the Certificates referred to in the
within-mentioned Agreement.


                                                   DEUTSCHE BANK NATIONAL
                                                   TRUST COMPANY
                                                   as Certificate Registrar


                                                   By:__________________________
                                                          Authorized Signatory



                                     A-3B-5
<PAGE>


                                  ABBREVIATIONS

                  The following abbreviations, when used in the inscription on
the face of this instrument, shall be construed as though they were written out
in full according to applicable laws or regulations:


  TEN COM -  as tenants in common         UNIF GIFT MIN ACT -       CUSTODIAN
                                                               -----------------
                                                                (Cust)   (Minor)
  TEN ENT -  as tenants by the                                    under Uniform
             entireties                                          Gifts to Minors
                                                                       Act
  JT TEN  -  as joint tenants with                              ________________
             right if survivorship and                               (State)
             not as tenants in common


                  Additional abbreviations may also be used though not in the
above list.


                                   ASSIGNMENT

                  FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto _________________________________________________________
______________________________________________________________________________
______________________________________________________________________________

(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee)

a Percentage Interest equal to____% evidenced by the within Asset-Backed Pass-
Through Certificate and hereby authorize(s) the registration of transfer of such
interest to assignee on the Certificate Register of the Trust Fund.

                  I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee
and deliver such Certificate to the following address:


Dated:


                                       _____________________________________
                                       Signature by or on behalf of assignor


                                       _____________________________________
                                                 Signature Guaranteed



                                     A-3B-6
<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 name above, or _____________________________________, as its agent.



                                     A-3B-7
<PAGE>


                                  EXHIBIT A-3C

                         FORM OF CLASS A-3C CERTIFICATE

         SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
         "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS
         THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE
         INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").


<TABLE>
<CAPTION>
<S>                                                         <C>
Series 2005-R2, Class A-3C                                  Aggregate Certificate Principal Balance of the Class
                                                            A-3C Certificates as of the Issue Date: $26,352,000.00

Pass-Through Rate: Variable                                 Denomination: $26,352,000.00

Date of Pooling and Servicing Agreement and                 Master Servicer: Ameriquest Mortgage Company
Cut-off Date: March 1, 2005

First Distribution Date: April 25, 2005                     Trustee: Deutsche Bank National Trust Company


No. 1                                                       Issue Date: March 24, 2005

                                                            CUSIP: 03072S YQ 2
</TABLE>


         DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
         CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE
         OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE
         LESS THAN THE AMOUNT SHOWN ABOVE AS THE DENOMINATION OF THIS
         CERTIFICATE.



                                     A-3C-1
<PAGE>


                      ASSET-BACKED PASS-THROUGH CERTIFICATE

evidencing a beneficial ownership interest in a Trust Fund (the "Trust Fund")
consisting primarily of a pool of conventional one- to four-family
adjustable-rate and fixed-rate first lien mortgage loans (the "Mortgage Loans")
formed and sold by


                       AMERIQUEST MORTGAGE SECURITIES INC.

         THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
         AMERIQUEST MORTGAGE SECURITIES INC., THE MASTER SERVICER, THE TRUSTEE
         OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE
         UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
         INSTRUMENTALITY OF THE UNITED STATES.

                  This certifies that Cede & Co. is the registered owner of a
Percentage Interest (obtained by dividing the denomination of this Certificate
by the aggregate Certificate Principal Balance of the Class A-3C Certificates as
of the Issue Date) in that certain beneficial ownership interest evidenced by
all the Class A-3C Certificates in a REMIC created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among
Ameriquest Mortgage Securities Inc. (hereinafter called the "Depositor," which
term includes any successor entity under the Agreement), the Master Servicer and
the Trustee, a summary of certain of the pertinent provisions of which is set
forth hereafter. To the extent not defined herein, the capitalized terms used
herein have the meanings assigned in the 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.

                  Pursuant to the terms of the Agreement, distributions will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (a "Distribution Date"), commencing on
the First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the 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 the Holders of Class A-3C Certificates on such Distribution
Date pursuant to the Agreement.

                  All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Trustee by
wire transfer in immediately available funds to the account of the Person
entitled thereto if such Person shall have so notified the Trustee in writing at
least five Business Days prior to the Record Date immediately prior to such
Distribution Date or otherwise by check mailed by first class mail to the
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register. Notwithstanding the above, the final distribution on
this Certificate will be made after due notice by the Trustee of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency appointed by the Trustee for that purpose as provided in
the Agreement.

                  The Pass-Through Rate applicable to the calculation of
interest payable with respect to this Certificate on any Distribution Date shall
be the lesser of (x) the related Formula



                                     A-3C-2
<PAGE>


Rate for such Distribution Date and (y) the Net WAC Pass-Through Rate for such
Distribution Date. For any Distribution Date and this Certificate, the Formula
Rate is One-Month LIBOR plus the Certificate Margin.

                  This Certificate is one of a duly authorized issue of
Certificates designated as Asset-Backed Pass-Through Certificates of the Series
specified on the face hereof (herein called the "Certificates") and representing
a Percentage Interest in the Class of Certificates specified on the face hereof
equal to the denomination specified on the face hereof divided by the aggregate
Certificate Principal Balance of the Class of Certificates specified on the face
hereof.

                  The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.

                  The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor, the Master Servicer, the Trustee and the rights of
the Certificateholders under the Agreement at any time by the Depositor, the
Master Servicer and the Trustee with the consent of the Holders of Certificates
entitled to at least 66% of the Voting Rights. 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 herefor or in lieu hereof whether or not notation
of such consent is made upon this Certificate. The Agreement also permits the
amendment thereof, in certain limited circumstances, without the consent of the
Holders of any of the Certificates.

                  As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for registration
of transfer at the offices or agencies appointed by the Trustee as provided in
the Agreement, duly endorsed by, or accompanied by an assignment in the form
below or other 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 evidencing the same
aggregate Percentage Interest will be issued to the designated transferee or
transferees.

                  The Certificates are issuable in fully registered form only
without coupons in Classes and denominations representing Percentage Interests
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 evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.

                  No service charge will be made for any such registration of
transfer or exchange of Certificates, but the Trustee may require payment of a
sum sufficient to cover any tax or other governmental charge that may be imposed
in connection with any transfer or exchange of Certificates.



                                     A-3C-3
<PAGE>


                  The Depositor, the Master Servicer, the Trustee and the
Certificate Registrar and any agent of the Depositor, the Master Servicer, the
Trustee or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the
Depositor, the Master Servicer, the Trustee, the Certificate Registrar nor any
such agent shall be affected by notice to the contrary.

                  The obligations created by the Agreement and the Trust Fund
created thereby shall terminate upon payment to the Certificateholders of all
amounts held by the Trustee and required to be paid to them pursuant to the
Agreement following the earlier of (i) the final payment or other liquidation
(or any advance with respect thereto) of the last Mortgage Loan remaining in
REMIC I, and (ii) the purchase by the party designated in the Agreement at a
price determined as provided in the Agreement from REMIC I of all the Mortgage
Loans and all property acquired in respect of such Mortgage Loans. The Agreement
permits, but does not require, the party designated in the Agreement to purchase
from REMIC I all the Mortgage Loans and all property acquired in respect of any
Mortgage Loan at a price determined as provided in the Agreement. The exercise
of such right will effect early retirement of the Certificates; however, such
right cannot be exercised until the Optional Termination Date.

                  The recitals contained herein shall be taken as statements of
the Depositor and the Trustee assumes no responsibility for their correctness.

                  Unless the certificate of authentication hereon has been
executed by the Certificate Registrar, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.



                                     A-3C-4
<PAGE>


                  IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly executed.


Dated: _______________, 2005


                                                   DEUTSCHE BANK NATIONAL
                                                   TRUST COMPANY
                                                   as Trustee


                                                   By:__________________________
                                                          Authorized Officer




                          CERTIFICATE OF AUTHENTICATION

                  This is one of the Certificates referred to in the
within-mentioned Agreement.


                                                   DEUTSCHE BANK NATIONAL
                                                   TRUST COMPANY
                                                   as Certificate Registrar


                                                   By:__________________________
                                                          Authorized Signatory



                                     A-3C-5
<PAGE>


                                  ABBREVIATIONS

                  The following abbreviations, when used in the inscription on
the face of this instrument, shall be construed as though they were written out
in full according to applicable laws or regulations:


  TEN COM -  as tenants in common         UNIF GIFT MIN ACT -       CUSTODIAN
                                                               -----------------
                                                                (Cust)   (Minor)
  TEN ENT -  as tenants by the                                    under Uniform
             entireties                                          Gifts to Minors
                                                                       Act
  JT TEN  -  as joint tenants with                              ________________
             right if survivorship and                               (State)
             not as tenants in common


                  Additional abbreviations may also be used though not in the
above list.


                                   ASSIGNMENT

                  FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto _________________________________________________________
______________________________________________________________________________
______________________________________________________________________________

(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee)

a Percentage Interest equal to____% evidenced by the within Asset-Backed Pass-
Through Certificate and hereby authorize(s) the registration of transfer of such
interest to assignee on the Certificate Register of the Trust Fund.

                  I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee
and deliver such Certificate to the following address:


Dated:


                                       _____________________________________
                                       Signature by or on behalf of assignor


                                       _____________________________________
                                                 Signature Guaranteed



                                     A-3C-6
<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 name above, or _____________________________________, as its agent.



                                     A-3C-7
<PAGE>


                                  EXHIBIT A-3D

                         FORM OF CLASS A-3D CERTIFICATE

         SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
         "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS
         THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE
         INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").


<TABLE>
<CAPTION>
<S>                                                         <C>
Series 2005-R2, Class A-3D                                  Aggregate Certificate Principal Balance of
                                                            the Class A-3D Certificates as of the
                                                            Issue Date: $32,263,000.00

Pass-Through Rate: Variable                                 Denomination: $32,263,000.00

Date of Pooling and Servicing Agreement and                 Master Servicer: Ameriquest Mortgage Company
Cut-off  Date: March 1, 2005

First Distribution Date: April 25, 2005                     Trustee: Deutsche Bank National Trust Company


No. 1                                                       Issue Date: March 24, 2005

                                                            CUSIP: 03072S ZC 2
</TABLE>


         DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
         CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE
         OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE
         LESS THAN THE AMOUNT SHOWN ABOVE AS THE DENOMINATION OF THIS
         CERTIFICATE.



                                     A-3D-1
<PAGE>


                      ASSET-BACKED PASS-THROUGH CERTIFICATE

evidencing a beneficial ownership interest in a Trust Fund (the "Trust Fund")
consisting primarily of a pool of conventional one- to four-family
adjustable-rate and fixed-rate first lien mortgage loans (the "Mortgage Loans")
formed and sold by


                       AMERIQUEST MORTGAGE SECURITIES INC.

         THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
         AMERIQUEST MORTGAGE SECURITIES INC., THE MASTER SERVICER, THE TRUSTEE
         OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE
         UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
         INSTRUMENTALITY OF THE UNITED STATES.

                  This certifies that Cede & Co. is the registered owner of a
Percentage Interest (obtained by dividing the denomination of this Certificate
by the aggregate Certificate Principal Balance of the Class A-3D Certificates as
of the Issue Date) in that certain beneficial ownership interest evidenced by
all the Class A-3D Certificates in a REMIC created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among
Ameriquest Mortgage Securities Inc. (hereinafter called the "Depositor," which
term includes any successor entity under the Agreement), the Master Servicer and
the Trustee, a summary of certain of the pertinent provisions of which is set
forth hereafter. To the extent not defined herein, the capitalized terms used
herein have the meanings assigned in the 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.

                  Pursuant to the terms of the Agreement, distributions will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (a "Distribution Date"), commencing on
the First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the 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 the Holders of Class A-3D Certificates on such Distribution
Date pursuant to the Agreement.

                  All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Trustee by
wire transfer in immediately available funds to the account of the Person
entitled thereto if such Person shall have so notified the Trustee in writing at
least five Business Days prior to the Record Date immediately prior to such
Distribution Date or otherwise by check mailed by first class mail to the
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register. Notwithstanding the above, the final distribution on
this Certificate will be made after due notice by the Trustee of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency appointed by the Trustee for that purpose as provided in
the Agreement.



                                     A-3D-2
<PAGE>


                  The Pass-Through Rate applicable to the calculation of
interest payable with respect to this Certificate on any Distribution Date shall
be the lesser of (x) the related Formula Rate for such Distribution Date and (y)
the Net WAC Pass-Through Rate for such Distribution Date. For any Distribution
Date and this Certificate, the Formula Rate is One-Month LIBOR plus the
Certificate Margin.

                  This Certificate is one of a duly authorized issue of
Certificates designated as Asset-Backed Pass-Through Certificates of the Series
specified on the face hereof (herein called the "Certificates") and representing
a Percentage Interest in the Class of Certificates specified on the face hereof
equal to the denomination specified on the face hereof divided by the aggregate
Certificate Principal Balance of the Class of Certificates specified on the face
hereof.

                  The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.

                  The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor, the Master Servicer, the Trustee and the rights of
the Certificateholders under the Agreement at any time by the Depositor, the
Master Servicer and the Trustee with the consent of the Holders of Certificates
entitled to at least 66% of the Voting Rights. 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 herefor or in lieu hereof whether or not notation
of such consent is made upon this Certificate. The Agreement also permits the
amendment thereof, in certain limited circumstances, without the consent of the
Holders of any of the Certificates.

                  As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for registration
of transfer at the offices or agencies appointed by the Trustee as provided in
the Agreement, duly endorsed by, or accompanied by an assignment in the form
below or other 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 evidencing the same
aggregate Percentage Interest will be issued to the designated transferee or
transferees.

                  The Certificates are issuable in fully registered form only
without coupons in Classes and denominations representing Percentage Interests
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 evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.

                  No service charge will be made for any such registration of
transfer or exchange of Certificates, but the Trustee may require payment of a
sum sufficient to cover any tax or other



                                     A-3D-3
<PAGE>


governmental charge that may be imposed in connection with any transfer or
exchange of Certificates.

                  The Depositor, the Master Servicer, the Trustee and the
Certificate Registrar and any agent of the Depositor, the Master Servicer, the
Trustee or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the
Depositor, the Master Servicer, the Trustee, the Certificate Registrar nor any
such agent shall be affected by notice to the contrary.

                  The obligations created by the Agreement and the Trust Fund
created thereby shall terminate upon payment to the Certificateholders of all
amounts held by the Trustee and required to be paid to them pursuant to the
Agreement following the earlier of (i) the final payment or other liquidation
(or any advance with respect thereto) of the last Mortgage Loan remaining in
REMIC I, and (ii) the purchase by the party designated in the Agreement at a
price determined as provided in the Agreement from REMIC I of all the Mortgage
Loans and all property acquired in respect of such Mortgage Loans. The Agreement
permits, but does not require, the party designated in the Agreement to purchase
from REMIC I all the Mortgage Loans and all property acquired in respect of any
Mortgage Loan at a price determined as provided in the Agreement. The exercise
of such right will effect early retirement of the Certificates; however, such
right cannot be exercised until the Optional Termination Date.

                  The recitals contained herein shall be taken as statements of
the Depositor and the Trustee assumes no responsibility for their correctness.

                  Unless the certificate of authentication hereon has been
executed by the Certificate Registrar, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.



                                     A-3D-4
<PAGE>


                  IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly executed.


Dated: _______________, 2005


                                                   DEUTSCHE BANK NATIONAL
                                                   TRUST COMPANY
                                                   as Trustee


                                                   By:__________________________
                                                          Authorized Officer




                          CERTIFICATE OF AUTHENTICATION

                  This is one of the Certificates referred to in the
within-mentioned Agreement.


                                                   DEUTSCHE BANK NATIONAL
                                                   TRUST COMPANY
                                                   as Certificate Registrar


                                                   By:__________________________
                                                          Authorized Signatory



                                     A-3D-5
<PAGE>


                                  ABBREVIATIONS

                  The following abbreviations, when used in the inscription on
the face of this instrument, shall be construed as though they were written out
in full according to applicable laws or regulations:


  TEN COM -  as tenants in common         UNIF GIFT MIN ACT -       CUSTODIAN
                                                               -----------------
                                                                (Cust)   (Minor)
  TEN ENT -  as tenants by the                                    under Uniform
             entireties                                          Gifts to Minors
                                                                       Act
  JT TEN  -  as joint tenants with                              ________________
             right if survivorship and                               (State)
             not as tenants in common


                  Additional abbreviations may also be used though not in the
above list.


                                   ASSIGNMENT

                  FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto _________________________________________________________
______________________________________________________________________________
______________________________________________________________________________

(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee)

a Percentage Interest equal to____% evidenced by the within Asset-Backed Pass-
Through Certificate and hereby authorize(s) the registration of transfer of such
interest to assignee on the Certificate Register of the Trust Fund.

                  I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee
and deliver such Certificate to the following address:


Dated:


                                       _____________________________________
                                       Signature by or on behalf of assignor


                                       _____________________________________
                                                 Signature Guaranteed



                                     A-3D-6
<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 name above, or _____________________________________, as its agent.



                                     A-3D-7
<PAGE>


                                  EXHIBIT A-M-1

                          FORM OF CLASS M-1 CERTIFICATE

         SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
         "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS
         THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE
         INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").

         THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES THE EXTENT
         DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


<TABLE>
<CAPTION>
<S>                                                         <C>
Series 2005-R2, Class M-1                                   Aggregate  Certificate  Principal Balance of the Class M-1
                                                            Certificates as of the Issue Date: $31,200,000.00

Pass-Through Rate: Variable                                 Denomination: $31,200,000.00

Date of Pooling and Servicing Agreement and                 Master Servicer: Ameriquest Mortgage Company
Cut-off Date: March 1, 2005

First Distribution Date: April 25, 2005                     Trustee: Deutsche Bank National Trust Company

No. 1                                                       Issue Date: March 24, 2005

                                                            CUSIP:  03072S YR 0
</TABLE>


         DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
         CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE
         OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE
         LESS THAN THE AMOUNT SHOWN ABOVE AS THE DENOMINATION OF THIS
         CERTIFICATE.

         NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER
         RETIREMENT ARRANGEMENT (EACH A "PLAN") SUBJECT TO THE EMPLOYEE
         RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR THE
         CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE PROCEDURES
         DESCRIBED HEREIN.



                                    A-M-1-1
<PAGE>


                      ASSET-BACKED PASS-THROUGH CERTIFICATE

evidencing a beneficial ownership interest in a Trust Fund (the "Trust Fund")
consisting primarily of a pool of conventional one- to four-family
adjustable-rate and fixed-rate first lien mortgage loans (the "Mortgage Loans")
formed and sold by


                       AMERIQUEST MORTGAGE SECURITIES INC.

         THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
         AMERIQUEST MORTGAGE SECURITIES INC., THE MASTER SERVICER, THE TRUSTEE
         OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE
         UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
         INSTRUMENTALITY OF THE UNITED STATES.

                  This certifies that Cede & Co. is the registered owner of a
Percentage Interest (obtained by dividing the denomination of this Certificate
by the aggregate Certificate Principal Balance of the Class M-1 Certificates as
of the Issue Date) in that certain beneficial ownership interest evidenced by
all the Class M-1 Certificates in a REMIC created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among
Ameriquest Mortgage Securities Inc. (hereinafter called the "Depositor," which
term includes any successor entity under the Agreement) and the Trustee, a
summary of certain of the pertinent provisions of which is set forth hereafter.
To the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the 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.

                  Pursuant to the terms of the Agreement, distributions will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (a "Distribution Date"), commencing on
the First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the 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 the Holders of Class M-1 Certificates on such Distribution
Date pursuant to the Agreement.

                  All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Trustee by
wire transfer in immediately available funds to the account of the Person
entitled thereto if such Person shall have so notified the Trustee in writing at
least five Business Days prior to the Record Date immediately prior to such
Distribution Date or otherwise by check mailed by first class mail to the
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register. Notwithstanding the above, the final distribution on
this Certificate will be made after due notice by the Trustee of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency appointed by the Trustee for that purpose as provided in
the Agreement.

                  The Pass-Through Rate applicable to the calculation of
interest payable with respect to this Certificate on any Distribution Date shall
be the lesser of (x) the related Formula



                                    A-M-1-2
<PAGE>


Rate for such Distribution Date and (y) the Net WAC Pass-Through Rate for such
Distribution Date. For any Distribution Date and this Certificate, the Formula
Rate is One-Month LIBOR plus the Certificate Margin.

                  This Certificate is one of a duly authorized issue of
Certificates designated as Asset-Backed Pass-Through Certificates of the Series
specified on the face hereof (herein called the "Certificates") and representing
a Percentage Interest in the Class of Certificates specified on the face hereof
equal to the denomination specified on the face hereof divided by the aggregate
Certificate Principal Balance of the Class of Certificates specified on the face
hereof.

                  The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.

                  The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor, the Master Servicer, the Trustee and the rights of
the Certificateholders under the Agreement at any time by the Depositor, the
Master Servicer and the Trustee with the consent of the Holders of Certificates
entitled to at least 66% of the Voting Rights. 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 herefor or in lieu hereof whether or not notation
of such consent is made upon this Certificate. The Agreement also permits the
amendment thereof, in certain limited circumstances, without the consent of the
Holders of any of the Certificates.

                  As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for registration
of transfer at the offices or agencies appointed by the Trustee as provided in
the Agreement, duly endorsed by, or accompanied by an assignment in the form
below or other 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 evidencing the same
aggregate Percentage Interest will be issued to the designated transferee or
transferees.

                  The Certificates are issuable in fully registered form only
without coupons in Classes and denominations representing Percentage Interests
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 evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.

                  No transfer of this Certificate to a Plan subject to ERISA or
Section 4975 of the Code, any Person acting, directly or indirectly, on behalf
of any such Plan or any Person using "Plan Assets" to acquire this Certificate
shall be made except in accordance with Section 5.02(c) of the Agreement.



                                    A-M-1-3
<PAGE>


                  No service charge will be made for any such registration of
transfer or exchange of Certificates, but the Trustee may require payment of a
sum sufficient to cover any tax or other governmental charge that may be imposed
in connection with any transfer or exchange of Certificates.

                  The Depositor, the Master Servicer, the Trustee and the
Certificate Registrar and any agent of the Depositor, the Master Servicer, the
Trustee or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the
Depositor, the Master Servicer, the Trustee, the Certificate Registrar nor any
such agent shall be affected by notice to the contrary.

                  The obligations created by the Agreement and the Trust Fund
created thereby shall terminate upon payment to the Certificateholders of all
amounts held by the Trustee and required to be paid to them pursuant to the
Agreement following the earlier of (i) the final payment or other liquidation
(or any advance with respect thereto) of the last Mortgage Loan remaining in
REMIC I, and (ii) the purchase by the party designated in the Agreement at a
price determined as provided in the Agreement from REMIC I of all the Mortgage
Loans and all property acquired in respect of such Mortgage Loans. The Agreement
permits, but does not require, the party designated in the Agreement to purchase
from REMIC I all the Mortgage Loans and all property acquired in respect of any
Mortgage Loan at a price determined as provided in the Agreement. The exercise
of such right will effect early retirement of the Certificates; however, such
right cannot be exercised until the Optional Termination Date.

                  The recitals contained herein shall be taken as statements of
the Depositor and the Trustee assumes no responsibility for their correctness.

                  Unless the certificate of authentication hereon has been
executed by the Certificate Registrar, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.



                                    A-M-1-4
<PAGE>


                  IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly executed.


Dated: _______________, 2005


                                                   DEUTSCHE BANK NATIONAL
                                                   TRUST COMPANY
                                                   as Trustee


                                                   By:__________________________
                                                          Authorized Officer




                          CERTIFICATE OF AUTHENTICATION

                  This is one of the Certificates referred to in the
within-mentioned Agreement.


                                                   DEUTSCHE BANK NATIONAL
                                                   TRUST COMPANY
                                                   as Certificate Registrar


                                                   By:__________________________
                                                          Authorized Signatory



                                    A-M-1-5
<PAGE>


                                  ABBREVIATIONS

                  The following abbreviations, when used in the inscription on
the face of this instrument, shall be construed as though they were written out
in full according to applicable laws or regulations:


  TEN COM -  as tenants in common         UNIF GIFT MIN ACT -       CUSTODIAN
                                                               -----------------
                                                                (Cust)   (Minor)
  TEN ENT -  as tenants by the                                    under Uniform
             entireties                                          Gifts to Minors
                                                                       Act
  JT TEN  -  as joint tenants with                              ________________
             right if survivorship and                               (State)
             not as tenants in common


                  Additional abbreviations may also be used though not in the
above list.


                                   ASSIGNMENT

                  FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto _________________________________________________________
______________________________________________________________________________
______________________________________________________________________________

(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee)

a Percentage Interest equal to____% evidenced by the within Asset-Backed Pass-
Through Certificate and hereby authorize(s) the registration of transfer of such
interest to assignee on the Certificate Register of the Trust Fund.

                  I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee
and deliver such Certificate to the following address:


Dated:


                                       _____________________________________
                                       Signature by or on behalf of assignor


                                       _____________________________________
                                                 Signature Guaranteed



                                    A-M-1-6
<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 name above, or _____________________________________, as its agent.



                                    A-M-1-7
<PAGE>


                                  EXHIBIT A-M-2

                          FORM OF CLASS M-2 CERTIFICATE

         SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
         "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS
         THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE
         INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").

         THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES AND THE
         CLASS M-1 CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND
         SERVICING AGREEMENT REFERRED TO HEREIN.


<TABLE>
<CAPTION>
<S>                                                         <C>
Series 2005-R2, Class M-2                                   Aggregate  Certificate  Principal Balance of the Class M-2
                                                            Certificates as of the Issue Date: $49,800,000.00

Pass-Through Rate: Variable                                 Denomination: $49,800,000.00

Date of Pooling and Servicing Agreement and                 Trustee: Deutsche Bank National Trust Company
Cut-off Date: March 1, 2005

First Distribution Date: April 25, 2005                     Trustee: Deutsche Bank National Trust Company

No. 1                                                       Issue Date: March 24, 2005

                                                            CUSIP: 03072S YS 8
</TABLE>


         DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
         CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE
         OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE
         LESS THAN THE AMOUNT SHOWN ABOVE AS THE DENOMINATION OF THIS
         CERTIFICATE.

         NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER
         RETIREMENT ARRANGEMENT (EACH A "PLAN") SUBJECT TO THE EMPLOYEE
         RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR THE
         CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE PROCEDURES
         DESCRIBED HEREIN.



                                    A-M-2-1
<PAGE>


                      ASSET-BACKED PASS-THROUGH CERTIFICATE

evidencing a beneficial ownership interest in a Trust Fund (the "Trust Fund")
consisting primarily of a pool of conventional one- to four-family
adjustable-rate and fixed-rate first lien mortgage loans (the "Mortgage Loans")
formed and sold by


                       AMERIQUEST MORTGAGE SECURITIES INC.

         THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
         AMERIQUEST MORTGAGE SECURITIES INC., THE MASTER SERVICER, THE TRUSTEE
         OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE
         UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
         INSTRUMENTALITY OF THE UNITED STATES.

                  This certifies that Cede & Co. is the registered owner of a
Percentage Interest (obtained by dividing the denomination of this Certificate
by the aggregate Certificate Principal Balance of the Class M-2 Certificates as
of the Issue Date) in that certain beneficial ownership interest evidenced by
all the Class M-2 Certificates in a REMIC created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among
Ameriquest Mortgage Securities Inc. (hereinafter called the "Depositor," which
term includes any successor entity under the Agreement) and the Trustee, a
summary of certain of the pertinent provisions of which is set forth hereafter.
To the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the 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.

                  Pursuant to the terms of the Agreement, distributions will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (a "Distribution Date"), commencing on
the First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the 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 the Holders of Class M-2 Certificates on such Distribution
Date pursuant to the Agreement.

                  All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Trustee by
wire transfer in immediately available funds to the account of the Person
entitled thereto if such Person shall have so notified the Trustee in writing at
least five Business Days prior to the Record Date immediately prior to such
Distribution Date or otherwise by check mailed by first class mail to the
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register. Notwithstanding the above, the final distribution on
this Certificate will be made after due notice by the Trustee of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency appointed by the Trustee for that purpose as provided in
the Agreement.

                  The Pass-Through Rate applicable to the calculation of
interest payable with respect to this Certificate on any Distribution Date shall
be the lesser of (x) the related Formula



                                    A-M-2-2
<PAGE>


Rate for such Distribution Date and (y) the Net WAC Pass-Through Rate for such
Distribution Date. For any Distribution Date and this Certificate, the Formula
Rate is One-Month LIBOR plus the Certificate Margin.

                  This Certificate is one of a duly authorized issue of
Certificates designated as Asset-Backed Pass-Through Certificates of the Series
specified on the face hereof (herein called the "Certificates") and representing
a Percentage Interest in the Class of Certificates specified on the face hereof
equal to the denomination specified on the face hereof divided by the aggregate
Certificate Principal Balance of the Class of Certificates specified on the face
hereof.

                  The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.

                  The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor, the Master Servicer, the Trustee and the rights of
the Certificateholders under the Agreement at any time by the Depositor, the
Master Servicer and the Trustee with the consent of the Holders of Certificates
entitled to at least 66% of the Voting Rights. 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 herefor or in lieu hereof whether or not notation
of such consent is made upon this Certificate. The Agreement also permits the
amendment thereof, in certain limited circumstances, without the consent of the
Holders of any of the Certificates.

                  As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for registration
of transfer at the offices or agencies appointed by the Trustee as provided in
the Agreement, duly endorsed by, or accompanied by an assignment in the form
below or other 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 evidencing the same
aggregate Percentage Interest will be issued to the designated transferee or
transferees.

                  The Certificates are issuable in fully registered form only
without coupons in Classes and denominations representing Percentage Interests
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 evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.

                  No transfer of this Certificate to a Plan subject to ERISA or
Section 4975 of the Code, any Person acting, directly or indirectly, on behalf
of any such Plan or any Person using "Plan Assets" to acquire this Certificate
shall be made except in accordance with Section 5.02(c) of the Agreement.



                                    A-M-2-3
<PAGE>


                  No service charge will be made for any such registration of
transfer or exchange of Certificates, but the Trustee may require payment of a
sum sufficient to cover any tax or other governmental charge that may be imposed
in connection with any transfer or exchange of Certificates.

                  The Depositor, the Master Servicer, the Trustee and the
Certificate Registrar and any agent of the Depositor, the Master Servicer, the
Trustee or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the
Depositor, the Master Servicer, the Trustee, the Certificate Registrar nor any
such agent shall be affected by notice to the contrary.

                  The obligations created by the Agreement and the Trust Fund
created thereby shall terminate upon payment to the Certificateholders of all
amounts held by the Trustee and required to be paid to them pursuant to the
Agreement following the earlier of (i) the final payment or other liquidation
(or any advance with respect thereto) of the last Mortgage Loan remaining in
REMIC I, and (ii) the purchase by the party designated in the Agreement at a
price determined as provided in the Agreement from REMIC I of all the Mortgage
Loans and all property acquired in respect of such Mortgage Loans. The Agreement
permits, but does not require, the party designated in the Agreement to purchase
from REMIC I all the Mortgage Loans and all property acquired in respect of any
Mortgage Loan at a price determined as provided in the Agreement. The exercise
of such right will effect early retirement of the Certificates; however, such
right cannot be exercised until the Optional Termination Date.

                  The recitals contained herein shall be taken as statements of
the Depositor and the Trustee assumes no responsibility for their correctness.

                  Unless the certificate of authentication hereon has been
executed by the Certificate Registrar, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.



                                    A-M-2-4
<PAGE>


                  IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly executed.


Dated: _______________, 2005


                                                   DEUTSCHE BANK NATIONAL
                                                   TRUST COMPANY
                                                   as Trustee


                                                   By:__________________________
                                                          Authorized Officer




                          CERTIFICATE OF AUTHENTICATION

                  This is one of the Certificates referred to in the
within-mentioned Agreement.


                                                   DEUTSCHE BANK NATIONAL
                                                   TRUST COMPANY
                                                   as Certificate Registrar


                                                   By:__________________________
                                                          Authorized Signatory



                                    A-M-2-5
<PAGE>


                                  ABBREVIATIONS

                  The following abbreviations, when used in the inscription on
the face of this instrument, shall be construed as though they were written out
in full according to applicable laws or regulations:


  TEN COM -  as tenants in common         UNIF GIFT MIN ACT -       CUSTODIAN
                                                               -----------------
                                                                (Cust)   (Minor)
  TEN ENT -  as tenants by the                                    under Uniform
             entireties                                          Gifts to Minors
                                                                       Act
  JT TEN  -  as joint tenants with                              ________________
             right if survivorship and                               (State)
             not as tenants in common


                  Additional abbreviations may also be used though not in the
above list.


                                   ASSIGNMENT

                  FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto _________________________________________________________
______________________________________________________________________________
______________________________________________________________________________

(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee)

a Percentage Interest equal to____% evidenced by the within Asset-Backed Pass-
Through Certificate and hereby authorize(s) the registration of transfer of such
interest to assignee on the Certificate Register of the Trust Fund.

                  I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee
and deliver such Certificate to the following address:


Dated:


                                       _____________________________________
                                       Signature by or on behalf of assignor


                                       _____________________________________
                                                 Signature Guaranteed



                                    A-M-2-6
<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 name above, or _____________________________________, as its agent.



                                    A-M-2-7
<PAGE>


                                  EXHIBIT A-M-3

                          FORM OF CLASS M-3 CERTIFICATE

         SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
         "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS
         THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE
         INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").

         THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, THE CLASS
         M-1 CERTIFICATES AND THE CLASS M-2 CERTIFICATES TO THE EXTENT DESCRIBED
         IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


<TABLE>
<CAPTION>
<S>                                                         <C>
Series 2005-R2, Class M-3                                   Aggregate  Certificate  Principal Balance of the Class M-3
                                                            Certificates as of the Issue Date: $16,800,000.00

Pass-Through Rate: Variable                                 Denomination: $16,800,000.00

Date of Pooling and Servicing Agreement and                 Master Servicer: Ameriquest Mortgage Company
Cut-off Date: March 1, 2005

First Distribution Date: April 25, 2005                     Trustee: Deutsche Bank National Trust Company

No. 1                                                       Issue Date: March 24, 2005

                                                            CUSIP: 03072S YT 6
</TABLE>


         DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
         CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE
         OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE
         LESS THAN THE AMOUNT SHOWN ABOVE AS THE DENOMINATION OF THIS
         CERTIFICATE.

         NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER
         RETIREMENT ARRANGEMENT (EACH A "PLAN") SUBJECT TO THE EMPLOYEE
         RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR THE
         CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE PROCEDURES
         DESCRIBED HEREIN.



                                    A-M-3-1
<PAGE>


                      ASSET-BACKED PASS-THROUGH CERTIFICATE

evidencing a beneficial ownership interest in a Trust Fund (the "Trust Fund")
consisting primarily of a pool of conventional one- to four-family
adjustable-rate and fixed-rate first lien mortgage loans (the "Mortgage Loans")
formed and sold by


                       AMERIQUEST MORTGAGE SECURITIES INC.

         THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
         AMERIQUEST MORTGAGE SECURITIES INC., THE MASTER SERVICER, THE TRUSTEE
         OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE
         UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
         INSTRUMENTALITY OF THE UNITED STATES.

                  This certifies that Cede & Co. is the registered owner of a
Percentage Interest (obtained by dividing the denomination of this Certificate
by the aggregate Certificate Principal Balance of the Class M-3 Certificates as
of the Issue Date) in that certain beneficial ownership interest evidenced by
all the Class M-3 Certificates in a REMIC created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among
Ameriquest Mortgage Securities Inc. (hereinafter called the "Depositor," which
term includes any successor entity under the Agreement) and the Trustee, a
summary of certain of the pertinent provisions of which is set forth hereafter.
To the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the 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.

                  Pursuant to the terms of the Agreement, distributions will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (a "Distribution Date"), commencing on
the First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the 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 the Holders of Class M-3 Certificates on such Distribution
Date pursuant to the Agreement.

                  All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Trustee by
wire transfer in immediately available funds to the account of the Person
entitled thereto if such Person shall have so notified the Trustee in writing at
least five Business Days prior to the Record Date immediately prior to such
Distribution Date or otherwise by check mailed by first class mail to the
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register. Notwithstanding the above, the final distribution on
this Certificate will be made after due notice by the Trustee of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency appointed by the Trustee for that purpose as provided in
the Agreement.

                  The Pass-Through Rate applicable to the calculation of
interest payable with respect to this Certificate on any Distribution Date shall
be the lesser of (x) the related Formula



                                    A-M-3-2
<PAGE>


Rate for such Distribution Date and (y) the Net WAC Pass-Through Rate for such
Distribution Date. For any Distribution Date and this Certificate, the Formula
Rate is One-Month LIBOR plus the Certificate Margin.

                  This Certificate is one of a duly authorized issue of
Certificates designated as Asset-Backed Pass-Through Certificates of the Series
specified on the face hereof (herein called the "Certificates") and representing
a Percentage Interest in the Class of Certificates specified on the face hereof
equal to the denomination specified on the face hereof divided by the aggregate
Certificate Principal Balance of the Class of Certificates specified on the face
hereof.

                  The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.

                  The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor, the Master Servicer, the Trustee and the rights of
the Certificateholders under the Agreement at any time by the Depositor, the
Master Servicer and the Trustee with the consent of the Holders of Certificates
entitled to at least 66% of the Voting Rights. 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 herefor or in lieu hereof whether or not notation
of such consent is made upon this Certificate. The Agreement also permits the
amendment thereof, in certain limited circumstances, without the consent of the
Holders of any of the Certificates.

                  As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for registration
of transfer at the offices or agencies appointed by the Trustee as provided in
the Agreement, duly endorsed by, or accompanied by an assignment in the form
below or other 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 evidencing the same
aggregate Percentage Interest will be issued to the designated transferee or
transferees.

                  The Certificates are issuable in fully registered form only
without coupons in Classes and denominations representing Percentage Interests
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 evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.

                  No transfer of this Certificate to a Plan subject to ERISA or
Section 4975 of the Code, any Person acting, directly or indirectly, on behalf
of any such Plan or any Person using "Plan Assets" to acquire this Certificate
shall be made except in accordance with Section 5.02(c) of the Agreement.



                                    A-M-3-3
<PAGE>


                  No service charge will be made for any such registration of
transfer or exchange of Certificates, but the Trustee may require payment of a
sum sufficient to cover any tax or other governmental charge that may be imposed
in connection with any transfer or exchange of Certificates.

                  The Depositor, the Master Servicer, the Trustee and the
Certificate Registrar and any agent of the Depositor, the Master Servicer, the
Trustee or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the
Depositor, the Master Servicer, the Trustee, the Certificate Registrar nor any
such agent shall be affected by notice to the contrary.

                  The obligations created by the Agreement and the Trust Fund
created thereby shall terminate upon payment to the Certificateholders of all
amounts held by the Trustee and required to be paid to them pursuant to the
Agreement following the earlier of (i) the final payment or other liquidation
(or any advance with respect thereto) of the last Mortgage Loan remaining in
REMIC I, and (ii) the purchase by the party designated in the Agreement at a
price determined as provided in the Agreement from REMIC I of all the Mortgage
Loans and all property acquired in respect of such Mortgage Loans. The Agreement
permits, but does not require, the party designated in the Agreement to purchase
from REMIC I all the Mortgage Loans and all property acquired in respect of any
Mortgage Loan at a price determined as provided in the Agreement. The exercise
of such right will effect early retirement of the Certificates; however, such
right cannot be exercised until the Optional Termination Date.

                  The recitals contained herein shall be taken as statements of
the Depositor and the Trustee assumes no responsibility for their correctness.

                  Unless the certificate of authentication hereon has been
executed by the Certificate Registrar, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.



                                    A-M-3-4
<PAGE>


                  IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly executed.


Dated: _______________, 2005


                                                   DEUTSCHE BANK NATIONAL
                                                   TRUST COMPANY
                                                   as Trustee


                                                   By:__________________________
                                                          Authorized Officer




                          CERTIFICATE OF AUTHENTICATION

                  This is one of the Certificates referred to in the
within-mentioned Agreement.


                                                   DEUTSCHE BANK NATIONAL
                                                   TRUST COMPANY
                                                   as Certificate Registrar


                                                   By:__________________________
                                                          Authorized Signatory



                                    A-M-3-5
<PAGE>


                                  ABBREVIATIONS

                  The following abbreviations, when used in the inscription on
the face of this instrument, shall be construed as though they were written out
in full according to applicable laws or regulations:


  TEN COM -  as tenants in common         UNIF GIFT MIN ACT -       CUSTODIAN
                                                               -----------------
                                                                (Cust)   (Minor)
  TEN ENT -  as tenants by the                                    under Uniform
             entireties                                          Gifts to Minors
                                                                       Act
  JT TEN  -  as joint tenants with                              ________________
             right if survivorship and                               (State)
             not as tenants in common


                  Additional abbreviations may also be used though not in the
above list.


                                   ASSIGNMENT

                  FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto _________________________________________________________
______________________________________________________________________________
______________________________________________________________________________

(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee)

a Percentage Interest equal to____% evidenced by the within Asset-Backed Pass-
Through Certificate and hereby authorize(s) the registration of transfer of such
interest to assignee on the Certificate Register of the Trust Fund.

                  I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee
and deliver such Certificate to the following address:


Dated:


                                       _____________________________________
                                       Signature by or on behalf of assignor


                                       _____________________________________
                                                 Signature Guaranteed



                                    A-M-3-6
<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 name above, or _____________________________________, as its agent.



                                    A-M-3-7
<PAGE>


                                  EXHIBIT A-M-4

                          FORM OF CLASS M-4 CERTIFICATE

         SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
         "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS
         THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE
         INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").

         THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, THE CLASS
         M-1 CERTIFICATES, THE CLASS M-2 CERTIFICATES AND THE CLASS M-3
         CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING
         AGREEMENT REFERRED TO HEREIN.


<TABLE>
<CAPTION>
<S>                                                         <C>
Series 2005-R2, Class M-4                                   Aggregate  Certificate  Principal Balance of the Class M-4
                                                            Certificates as of the Issue Date: $28,800,000.00

Pass-Through Rate: Variable                                 Denomination: $28,800,000.00

Date of Pooling and Servicing Agreement and                 Master Servicer: Ameriquest Mortgage Company
Cut-off  Date: March 1, 2005

First Distribution Date: April 25, 2005                     Trustee: Deutsche Bank National Trust Company

No. 1                                                       Issue Date: March 24, 2005

                                                            CUSIP: 03072S YU 3
</TABLE>


         DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
         CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE
         OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE
         LESS THAN THE AMOUNT SHOWN ABOVE AS THE DENOMINATION OF THIS
         CERTIFICATE.

         NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER
         RETIREMENT ARRANGEMENT (EACH A "PLAN") SUBJECT TO THE EMPLOYEE
         RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR THE
         CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE PROCEDURES
         DESCRIBED HEREIN.



                                    A-M-4-1
<PAGE>


                      ASSET-BACKED PASS-THROUGH CERTIFICATE

evidencing a beneficial ownership interest in a Trust Fund (the "Trust Fund")
consisting primarily of a pool of conventional one- to four-family
adjustable-rate and fixed-rate first lien mortgage loans (the "Mortgage Loans")
formed and sold by


                       AMERIQUEST MORTGAGE SECURITIES INC.

         THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
         AMERIQUEST MORTGAGE SECURITIES INC., THE MASTER SERVICER, THE TRUSTEE
         OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE
         UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
         INSTRUMENTALITY OF THE UNITED STATES.

                  This certifies that Cede & Co. is the registered owner of a
Percentage Interest (obtained by dividing the denomination of this Certificate
by the aggregate Certificate Principal Balance of the Class M-4 Certificates as
of the Issue Date) in that certain beneficial ownership interest evidenced by
all the Class M-4 Certificates in a REMIC created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among
Ameriquest Mortgage Securities Inc. (hereinafter called the "Depositor," which
term includes any successor entity under the Agreement) and the Trustee, a
summary of certain of the pertinent provisions of which is set forth hereafter.
To the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the 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.

                  Pursuant to the terms of the Agreement, distributions will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (a "Distribution Date"), commencing on
the First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the 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 the Holders of Class M-4 Certificates on such Distribution
Date pursuant to the Agreement.

                  All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Trustee by
wire transfer in immediately available funds to the account of the Person
entitled thereto if such Person shall have so notified the Trustee in writing at
least five Business Days prior to the Record Date immediately prior to such
Distribution Date or otherwise by check mailed by first class mail to the
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register. Notwithstanding the above, the final distribution on
this Certificate will be made after due notice by the Trustee of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency appointed by the Trustee for that purpose as provided in
the Agreement.

                  The Pass-Through Rate applicable to the calculation of
interest payable with respect to this Certificate on any Distribution Date shall
be the lesser of (x) the related Formula



                                    A-M-4-2
<PAGE>


Rate for such Distribution Date and (y) the Net WAC Pass-Through Rate for such
Distribution Date. For any Distribution Date and this Certificate, the Formula
Rate is One-Month LIBOR plus the Certificate Margin.

                  This Certificate is one of a duly authorized issue of
Certificates designated as Asset-Backed Pass-Through Certificates of the Series
specified on the face hereof (herein called the "Certificates") and representing
a Percentage Interest in the Class of Certificates specified on the face hereof
equal to the denomination specified on the face hereof divided by the aggregate
Certificate Principal Balance of the Class of Certificates specified on the face
hereof.

                  The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.

                  The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor, the Master Servicer, the Trustee and the rights of
the Certificateholders under the Agreement at any time by the Depositor, the
Master Servicer and the Trustee with the consent of the Holders of Certificates
entitled to at least 66% of the Voting Rights. 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 herefor or in lieu hereof whether or not notation
of such consent is made upon this Certificate. The Agreement also permits the
amendment thereof, in certain limited circumstances, without the consent of the
Holders of any of the Certificates.

                  As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for registration
of transfer at the offices or agencies appointed by the Trustee as provided in
the Agreement, duly endorsed by, or accompanied by an assignment in the form
below or other 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 evidencing the same
aggregate Percentage Interest will be issued to the designated transferee or
transferees.

                  The Certificates are issuable in fully registered form only
without coupons in Classes and denominations representing Percentage Interests
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 evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.

                  No transfer of this Certificate to a Plan subject to ERISA or
Section 4975 of the Code, any Person acting, directly or indirectly, on behalf
of any such Plan or any Person using "Plan Assets" to acquire this Certificate
shall be made except in accordance with Section 5.02(c) of the Agreement.



                                    A-M-4-3
<PAGE>


                  No service charge will be made for any such registration of
transfer or exchange of Certificates, but the Trustee may require payment of a
sum sufficient to cover any tax or other governmental charge that may be imposed
in connection with any transfer or exchange of Certificates.

                  The Depositor, the Master Servicer, the Trustee and the
Certificate Registrar and any agent of the Depositor, the Master Servicer, the
Trustee or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the
Depositor, the Master Servicer, the Trustee, the Certificate Registrar nor any
such agent shall be affected by notice to the contrary.

                  The obligations created by the Agreement and the Trust Fund
created thereby shall terminate upon payment to the Certificateholders of all
amounts held by the Trustee and required to be paid to them pursuant to the
Agreement following the earlier of (i) the final payment or other liquidation
(or any advance with respect thereto) of the last Mortgage Loan remaining in
REMIC I, and (ii) the purchase by the party designated in the Agreement at a
price determined as provided in the Agreement from REMIC I of all the Mortgage
Loans and all property acquired in respect of such Mortgage Loans. The Agreement
permits, but does not require, the party designated in the Agreement to purchase
from REMIC I all the Mortgage Loans and all property acquired in respect of any
Mortgage Loan at a price determined as provided in the Agreement. The exercise
of such right will effect early retirement of the Certificates; however, such
right cannot be exercised until the Optional Termination Date.

                  The recitals contained herein shall be taken as statements of
the Depositor and the Trustee assumes no responsibility for their correctness.

                  Unless the certificate of authentication hereon has been
executed by the Certificate Registrar, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.



                                    A-M-4-4
<PAGE>


                  IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly executed.


Dated: _______________, 2005


                                                   DEUTSCHE BANK NATIONAL
                                                   TRUST COMPANY
                                                   as Trustee


                                                   By:__________________________
                                                          Authorized Officer




                          CERTIFICATE OF AUTHENTICATION

                  This is one of the Certificates referred to in the
within-mentioned Agreement.


                                                   DEUTSCHE BANK NATIONAL
                                                   TRUST COMPANY
                                                   as Certificate Registrar


                                                   By:__________________________
                                                          Authorized Signatory



                                    A-M-4-5
<PAGE>


                                  ABBREVIATIONS

                  The following abbreviations, when used in the inscription on
the face of this instrument, shall be construed as though they were written out
in full according to applicable laws or regulations:


  TEN COM -  as tenants in common         UNIF GIFT MIN ACT -       CUSTODIAN
                                                               -----------------
                                                                (Cust)   (Minor)
  TEN ENT -  as tenants by the                                    under Uniform
             entireties                                          Gifts to Minors
                                                                       Act
  JT TEN  -  as joint tenants with                              ________________
             right if survivorship and                               (State)
             not as tenants in common


                  Additional abbreviations may also be used though not in the
above list.


                                   ASSIGNMENT

                  FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto _________________________________________________________
______________________________________________________________________________
______________________________________________________________________________

(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee)

a Percentage Interest equal to____% evidenced by the within Asset-Backed Pass-
Through Certificate and hereby authorize(s) the registration of transfer of such
interest to assignee on the Certificate Register of the Trust Fund.

                  I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee
and deliver such Certificate to the following address:


Dated:


                                       _____________________________________
                                       Signature by or on behalf of assignor


                                       _____________________________________
                                                 Signature Guaranteed



                                    A-M-4-6
<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 name above, or _____________________________________, as its agent.



                                    A-M-4-7
<PAGE>


                                  EXHIBIT A-M-5

                          FORM OF CLASS M-5 CERTIFICATE

         SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
         "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS
         THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE
         INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").

         THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, THE CLASS
         M-1 CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE CLASS M-3
         CERTIFICATES AND THE CLASS M-4 CERTIFICATES TO THE EXTENT DESCRIBED IN
         THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


<TABLE>
<CAPTION>
<S>                                                         <C>
Series 2005-R2, Class M-5                                   Aggregate  Certificate  Principal Balance of the Class M-5
                                                            Certificates as of the Issue Date: $16,800,000.00

Pass-Through Rate: Variable                                 Denomination: $16,800,000.00

Date of Pooling and Servicing Agreement and                 Master Servicer: Ameriquest Mortgage Company
Cut-off  Date: March 1, 2005

First Distribution Date: April 25, 2005                     Trustee: Deutsche Bank National Trust Company

No. 1                                                       Issue Date: March 24, 2005

                                                            CUSIP:  03072S YV 1
</TABLE>


         DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
         CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE
         OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE
         LESS THAN THE AMOUNT SHOWN ABOVE AS THE DENOMINATION OF THIS
         CERTIFICATE.

         NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER
         RETIREMENT ARRANGEMENT (EACH A "PLAN") SUBJECT TO THE EMPLOYEE
         RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR THE
         CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE PROCEDURES
         DESCRIBED HEREIN.



                                    A-M-5-1
<PAGE>


                      ASSET-BACKED PASS-THROUGH CERTIFICATE

evidencing a beneficial ownership interest in a Trust Fund (the "Trust Fund")
consisting primarily of a pool of conventional one- to four-family
adjustable-rate and fixed-rate first lien mortgage loans (the "Mortgage Loans")
formed and sold by


                       AMERIQUEST MORTGAGE SECURITIES INC.

         THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
         AMERIQUEST MORTGAGE SECURITIES INC., THE MASTER SERVICER, THE TRUSTEE
         OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE
         UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
         INSTRUMENTALITY OF THE UNITED STATES.

                  This certifies that Cede & Co. is the registered owner of a
Percentage Interest (obtained by dividing the denomination of this Certificate
by the aggregate Certificate Principal Balance of the Class M-5 Certificates as
of the Issue Date) in that certain beneficial ownership interest evidenced by
all the Class M-5 Certificates in a REMIC created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among
Ameriquest Mortgage Securities Inc. (hereinafter called the "Depositor," which
term includes any successor entity under the Agreement), the Master Servicer and
the Trustee, a summary of certain of the pertinent provisions of which is set
forth hereafter. To the extent not defined herein, the capitalized terms used
herein have the meanings assigned in the 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.

                  Pursuant to the terms of the Agreement, distributions will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (a "Distribution Date"), commencing on
the First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the 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 the Holders of Class M-5 Certificates on such Distribution
Date pursuant to the Agreement.

                  All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Trustee by
wire transfer in immediately available funds to the account of the Person
entitled thereto if such Person shall have so notified the Trustee in writing at
least five Business Days prior to the Record Date immediately prior to such
Distribution Date or otherwise by check mailed by first class mail to the
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register. Notwithstanding the above, the final distribution on
this Certificate will be made after due notice by the Trustee of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency appointed by the Trustee for that purpose as provided in
the Agreement.



                                    A-M-5-2
<PAGE>


                  The Pass-Through Rate applicable to the calculation of
interest payable with respect to this Certificate on any Distribution Date shall
be the lesser of (x) the related Formula Rate for such Distribution Date and (y)
the Net WAC Pass-Through Rate for such Distribution Date. For any Distribution
Date and this Certificate, the Formula Rate is One-Month LIBOR plus the
Certificate Margin.

                  This Certificate is one of a duly authorized issue of
Certificates designated as Asset-Backed Pass-Through Certificates of the Series
specified on the face hereof (herein called the "Certificates") and representing
a Percentage Interest in the Class of Certificates specified on the face hereof
equal to the denomination specified on the face hereof divided by the aggregate
Certificate Principal Balance of the Class of Certificates specified on the face
hereof.

                  The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.

                  The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor, the Master Servicer, the Trustee and the rights of
the Certificateholders under the Agreement at any time by the Depositor, the
Master Servicer and the Trustee with the consent of the Holders of Certificates
entitled to at least 66% of the Voting Rights. 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 herefor or in lieu hereof whether or not notation
of such consent is made upon this Certificate. The Agreement also permits the
amendment thereof, in certain limited circumstances, without the consent of the
Holders of any of the Certificates.

                  As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for registration
of transfer at the offices or agencies appointed by the Trustee as provided in
the Agreement, duly endorsed by, or accompanied by an assignment in the form
below or other 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 evidencing the same
aggregate Percentage Interest will be issued to the designated transferee or
transferees.

                  The Certificates are issuable in fully registered form only
without coupons in Classes and denominations representing Percentage Interests
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 evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.

                  No transfer of this Certificate to a Plan subject to ERISA or
Section 4975 of the Code, any Person acting, directly or indirectly, on behalf
of any such Plan or any Person using



                                    A-M-5-3
<PAGE>


"Plan Assets" to acquire this Certificate shall be made except in accordance
with Section 5.02(c) of the Agreement.

                  No service charge will be made for any such registration of
transfer or exchange of Certificates, but the Trustee may require payment of a
sum sufficient to cover any tax or other governmental charge that may be imposed
in connection with any transfer or exchange of Certificates.

                  The Depositor, the Master Servicer, the Trustee and the
Certificate Registrar and any agent of the Depositor, the Master Servicer, the
Trustee or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the
Depositor, the Master Servicer, the Trustee, the Certificate Registrar nor any
such agent shall be affected by notice to the contrary.

                  The obligations created by the Agreement and the Trust Fund
created thereby shall terminate upon payment to the Certificateholders of all
amounts held by the Trustee and required to be paid to them pursuant to the
Agreement following the earlier of (i) the final payment or other liquidation
(or any advance with respect thereto) of the last Mortgage Loan remaining in
REMIC I, and (ii) the purchase by the party designated in the Agreement at a
price determined as provided in the Agreement from REMIC I of all the Mortgage
Loans and all property acquired in respect of such Mortgage Loans. The Agreement
permits, but does not require, the party designated in the Agreement to purchase
from REMIC I all the Mortgage Loans and all property acquired in respect of any
Mortgage Loan at a price determined as provided in the Agreement. The exercise
of such right will effect early retirement of the Certificates; however, such
right cannot be exercised until the Optional Termination Date.

                  The recitals contained herein shall be taken as statements of
the Depositor and the Trustee assumes no responsibility for their correctness.

                  Unless the certificate of authentication hereon has been
executed by the Certificate Registrar, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.



                                    A-M-5-4
<PAGE>


                  IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly executed.


Dated: _______________, 2005


                                                   DEUTSCHE BANK NATIONAL
                                                   TRUST COMPANY
                                                   as Trustee


                                                   By:__________________________
                                                          Authorized Officer




                          CERTIFICATE OF AUTHENTICATION

                  This is one of the Certificates referred to in the
within-mentioned Agreement.


                                                   DEUTSCHE BANK NATIONAL
                                                   TRUST COMPANY
                                                   as Certificate Registrar


                                                   By:__________________________
                                                          Authorized Signatory



                                    A-M-5-5
<PAGE>


                                  ABBREVIATIONS

                  The following abbreviations, when used in the inscription on
the face of this instrument, shall be construed as though they were written out
in full according to applicable laws or regulations:


  TEN COM -  as tenants in common         UNIF GIFT MIN ACT -       CUSTODIAN
                                                               -----------------
                                                                (Cust)   (Minor)
  TEN ENT -  as tenants by the                                    under Uniform
             entireties                                          Gifts to Minors
                                                                       Act
  JT TEN  -  as joint tenants with                              ________________
             right if survivorship and                               (State)
             not as tenants in common


                  Additional abbreviations may also be used though not in the
above list.


                                   ASSIGNMENT

                  FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto _________________________________________________________
______________________________________________________________________________
______________________________________________________________________________

(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee)

a Percentage Interest equal to____% evidenced by the within Asset-Backed Pass-
Through Certificate and hereby authorize(s) the registration of transfer of such
interest to assignee on the Certificate Register of the Trust Fund.

                  I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee
and deliver such Certificate to the following address:


Dated:


                                       _____________________________________
                                       Signature by or on behalf of assignor


                                       _____________________________________
                                                 Signature Guaranteed



                                    A-M-5-6
<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 name above, or _____________________________________, as its agent.



                                    A-M-5-7
<PAGE>


                                  EXHIBIT A-M-6

                          FORM OF CLASS M-6 CERTIFICATE

         SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
         "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS
         THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE
         INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").

         THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, THE CLASS
         M-1 CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE CLASS M-3
         CERTIFICATES , THE CLASS M-4 CERTIFICATES AND THE CLASS M-5
         CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING
         AGREEMENT REFERRED TO HEREIN.


<TABLE>
<CAPTION>
<S>                                                         <C>
Series 2005-R2, Class M-6                                   Aggregate  Certificate  Principal Balance of the Class M-6
                                                            Certificates as of the Issue Date: $12,000,000.00

Pass-Through Rate: Variable                                 Denomination: $12,000,000.00

Date of Pooling and Servicing Agreement and                 Master Servicer: Ameriquest Mortgage Company
Cut-off Date: March 1, 2005

First Distribution Date: April 25, 2005                     Trustee: Deutsche Bank National Trust Company

No. 1                                                       Issue Date: March 24, 2005

                                                            CUSIP:  03072S YW 9
</TABLE>


         DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
         CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE
         OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE
         LESS THAN THE AMOUNT SHOWN ABOVE AS THE DENOMINATION OF THIS
         CERTIFICATE.

         NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER
         RETIREMENT ARRANGEMENT (EACH A "PLAN") SUBJECT TO THE EMPLOYEE
         RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR THE
         CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE PROCEDURES
         DESCRIBED HEREIN.



                                    A-M-6-1
<PAGE>


                      ASSET-BACKED PASS-THROUGH CERTIFICATE

evidencing a beneficial ownership interest in a Trust Fund (the "Trust Fund")
consisting primarily of a pool of conventional one- to four-family
adjustable-rate and fixed-rate first lien mortgage loans (the "Mortgage Loans")
formed and sold by


                       AMERIQUEST MORTGAGE SECURITIES INC.

         THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
         AMERIQUEST MORTGAGE SECURITIES INC., THE MASTER SERVICER, THE TRUSTEE
         OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE
         UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
         INSTRUMENTALITY OF THE UNITED STATES.

                  This certifies that Cede & Co. is the registered owner of a
Percentage Interest (obtained by dividing the denomination of this Certificate
by the aggregate Certificate Principal Balance of the Class M-6 Certificates as
of the Issue Date) in that certain beneficial ownership interest evidenced by
all the Class M-6 Certificates in a REMIC created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among
Ameriquest Mortgage Securities Inc. (hereinafter called the "Depositor," which
term includes any successor entity under the Agreement), the Master Servicer and
the Trustee, a summary of certain of the pertinent provisions of which is set
forth hereafter. To the extent not defined herein, the capitalized terms used
herein have the meanings assigned in the 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.

                  Pursuant to the terms of the Agreement, distributions will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (a "Distribution Date"), commencing on
the First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the 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 the Holders of Class M-6 Certificates on such Distribution
Date pursuant to the Agreement.

                  All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Trustee by
wire transfer in immediately available funds to the account of the Person
entitled thereto if such Person shall have so notified the Trustee in writing at
least five Business Days prior to the Record Date immediately prior to such
Distribution Date or otherwise by check mailed by first class mail to the
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register. Notwithstanding the above, the final distribution on
this Certificate will be made after due notice by the Trustee of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency appointed by the Trustee for that purpose as provided in
the Agreement.



                                    A-M-6-2
<PAGE>


                  The Pass-Through Rate applicable to the calculation of
interest payable with respect to this Certificate on any Distribution Date shall
be the lesser of (x) the related Formula Rate for such Distribution Date and (y)
the Net WAC Pass-Through Rate for such Distribution Date. For any Distribution
Date and this Certificate, the Formula Rate is One-Month LIBOR plus the
Certificate Margin.

                  This Certificate is one of a duly authorized issue of
Certificates designated as Asset-Backed Pass-Through Certificates of the Series
specified on the face hereof (herein called the "Certificates") and representing
a Percentage Interest in the Class of Certificates specified on the face hereof
equal to the denomination specified on the face hereof divided by the aggregate
Certificate Principal Balance of the Class of Certificates specified on the face
hereof.

                  The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.

                  The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor, the Master Servicer, the Trustee and the rights of
the Certificateholders under the Agreement at any time by the Depositor, the
Master Servicer and the Trustee with the consent of the Holders of Certificates
entitled to at least 66% of the Voting Rights. 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 herefor or in lieu hereof whether or not notation
of such consent is made upon this Certificate. The Agreement also permits the
amendment thereof, in certain limited circumstances, without the consent of the
Holders of any of the Certificates.

                  As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for registration
of transfer at the offices or agencies appointed by the Trustee as provided in
the Agreement, duly endorsed by, or accompanied by an assignment in the form
below or other 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 evidencing the same
aggregate Percentage Interest will be issued to the designated transferee or
transferees.

                  The Certificates are issuable in fully registered form only
without coupons in Classes and denominations representing Percentage Interests
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 evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.

                  No transfer of this Certificate to a Plan subject to ERISA or
Section 4975 of the Code, any Person acting, directly or indirectly, on behalf
of any such Plan or any Person using



                                    A-M-6-3
<PAGE>


"Plan Assets" to acquire this Certificate shall be made except in accordance
with Section 5.02(c) of the Agreement.

                  No service charge will be made for any such registration of
transfer or exchange of Certificates, but the Trustee may require payment of a
sum sufficient to cover any tax or other governmental charge that may be imposed
in connection with any transfer or exchange of Certificates.

                  The Depositor, the Master Servicer, the Trustee and the
Certificate Registrar and any agent of the Depositor, the Master Servicer, the
Trustee or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the
Depositor, the Master Servicer, the Trustee, the Certificate Registrar nor any
such agent shall be affected by notice to the contrary.

                  The obligations created by the Agreement and the Trust Fund
created thereby shall terminate upon payment to the Certificateholders of all
amounts held by the Trustee and required to be paid to them pursuant to the
Agreement following the earlier of (i) the final payment or other liquidation
(or any advance with respect thereto) of the last Mortgage Loan remaining in
REMIC I, and (ii) the purchase by the party designated in the Agreement at a
price determined as provided in the Agreement from REMIC I of all the Mortgage
Loans and all property acquired in respect of such Mortgage Loans. The Agreement
permits, but does not require, the party designated in the Agreement to purchase
from REMIC I all the Mortgage Loans and all property acquired in respect of any
Mortgage Loan at a price determined as provided in the Agreement. The exercise
of such right will effect early retirement of the Certificates; however, such
right cannot be exercised until the Optional Termination Date.

                  The recitals contained herein shall be taken as statements of
the Depositor and the Trustee assumes no responsibility for their correctness.

                  Unless the certificate of authentication hereon has been
executed by the Certificate Registrar, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.



                                    A-M-6-4
<PAGE>


                  IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly executed.


Dated: _______________, 2005


                                                   DEUTSCHE BANK NATIONAL
                                                   TRUST COMPANY
                                                   as Trustee


                                                   By:__________________________
                                                          Authorized Officer




                          CERTIFICATE OF AUTHENTICATION

                  This is one of the Certificates referred to in the
within-mentioned Agreement.


                                                   DEUTSCHE BANK NATIONAL
                                                   TRUST COMPANY
                                                   as Certificate Registrar


                                                   By:__________________________
                                                          Authorized Signatory



                                    A-M-6-5
<PAGE>


                                  ABBREVIATIONS

                  The following abbreviations, when used in the inscription on
the face of this instrument, shall be construed as though they were written out
in full according to applicable laws or regulations:


  TEN COM -  as tenants in common         UNIF GIFT MIN ACT -       CUSTODIAN
                                                               -----------------
                                                                (Cust)   (Minor)
  TEN ENT -  as tenants by the                                    under Uniform
             entireties                                          Gifts to Minors
                                                                       Act
  JT TEN  -  as joint tenants with                              ________________
             right if survivorship and                               (State)
             not as tenants in common


                  Additional abbreviations may also be used though not in the
above list.


                                   ASSIGNMENT

                  FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto _________________________________________________________
______________________________________________________________________________
______________________________________________________________________________

(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee)

a Percentage Interest equal to____% evidenced by the within Asset-Backed Pass-
Through Certificate and hereby authorize(s) the registration of transfer of such
interest to assignee on the Certificate Register of the Trust Fund.

                  I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee
and deliver such Certificate to the following address:


Dated:


                                       _____________________________________
                                       Signature by or on behalf of assignor


                                       _____________________________________
                                                 Signature Guaranteed



                                    A-M-6-6
<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 name above, or _____________________________________, as its agent.



                                    A-M-6-7
<PAGE>


                                  EXHIBIT A-M-7

                          FORM OF CLASS M-7 CERTIFICATE

         SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
         "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS
         THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE
         INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").

         THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, THE CLASS
         M-1 CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE CLASS M-3
         CERTIFICATES, THE CLASS M-4 CERTIFICATES, THE CLASS M-5 CERTIFICATES,
         AND THE CLASS M-6 CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING
         AND SERVICING AGREEMENT REFERRED TO HEREIN.


<TABLE>
<CAPTION>
<S>                                                         <C>
Series 2005-R2, Class M-7                                   Aggregate Certificate Principal Balance
                                                            of the Class M-7 Certificates as
                                                            of the Issue Date: $19,200,000.00

Pass-Through Rate: Variable                                 Denomination: $19,200,000.00

Date of Pooling and Servicing Agreement and                 Master Servicer: Ameriquest Mortgage
Cut-off Date: March 1, 2005                                         Company

First Distribution Date: April 25, 2005                     Trustee: Deutsche Bank National Trust Company

No. 1                                                       Issue Date: March 24, 2005

                                                            CUSIP:  03072S YX 7
</TABLE>


         DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
         CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE
         OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE
         LESS THAN THE AMOUNT SHOWN ABOVE AS THE DENOMINATION OF THIS
         CERTIFICATE.

         NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER
         RETIREMENT ARRANGEMENT (EACH A "PLAN") SUBJECT TO THE EMPLOYEE
         RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR THE
         CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE PROCEDURES
         DESCRIBED HEREIN.



                                    A-M-7-1
<PAGE>


                      ASSET-BACKED PASS-THROUGH CERTIFICATE

evidencing a beneficial ownership interest in a Trust Fund (the "Trust Fund")
consisting primarily of a pool of conventional one- to four-family
adjustable-rate and fixed-rate first lien mortgage loans (the "Mortgage Loans")
formed and sold by


                       AMERIQUEST MORTGAGE SECURITIES INC.

         THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
         AMERIQUEST MORTGAGE SECURITIES INC., THE MASTER SERVICER, THE TRUSTEE
         OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE
         UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
         INSTRUMENTALITY OF THE UNITED STATES.

                  This certifies that Cede & Co. is the registered owner of a
Percentage Interest (obtained by dividing the denomination of this Certificate
by the aggregate Certificate Principal Balance of the Class M-7 Certificates as
of the Issue Date) in that certain beneficial ownership interest evidenced by
all the Class M-7 Certificates in a REMIC created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among
Ameriquest Mortgage Securities Inc. (hereinafter called the "Depositor," which
term includes any successor entity under the Agreement), the Master Servicer and
the Trustee, a summary of certain of the pertinent provisions of which is set
forth hereafter. To the extent not defined herein, the capitalized terms used
herein have the meanings assigned in the 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.

                  Pursuant to the terms of the Agreement, distributions will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (a "Distribution Date"), commencing on
the First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the 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 the Holders of Class M-7 Certificates on such Distribution
Date pursuant to the Agreement.

                  All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Trustee by
wire transfer in immediately available funds to the account of the Person
entitled thereto if such Person shall have so notified the Trustee in writing at
least five Business Days prior to the Record Date immediately prior to such
Distribution Date or otherwise by check mailed by first class mail to the
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register. Notwithstanding the above, the final distribution on
this Certificate will be made after due notice by the Trustee of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency appointed by the Trustee for that purpose as provided in
the Agreement.



                                    A-M-7-2
<PAGE>


                  The Pass-Through Rate applicable to the calculation of
interest payable with respect to this Certificate on any Distribution Date shall
be the lesser of (x) the related Formula Rate for such Distribution Date and (y)
the Net WAC Pass-Through Rate for such Distribution Date. For any Distribution
Date and this Certificate, the Formula Rate is One-Month LIBOR plus the
Certificate Margin.

                  This Certificate is one of a duly authorized issue of
Certificates designated as Asset-Backed Pass-Through Certificates of the Series
specified on the face hereof (herein called the "Certificates") and representing
a Percentage Interest in the Class of Certificates specified on the face hereof
equal to the denomination specified on the face hereof divided by the aggregate
Certificate Principal Balance of the Class of Certificates specified on the face
hereof.

                  The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.

                  The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor, the Master Servicer, the Trustee and the rights of
the Certificateholders under the Agreement at any time by the Depositor, the
Master Servicer and the Trustee with the consent of the Holders of Certificates
entitled to at least 66% of the Voting Rights. 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 herefor or in lieu hereof whether or not notation
of such consent is made upon this Certificate. The Agreement also permits the
amendment thereof, in certain limited circumstances, without the consent of the
Holders of any of the Certificates.

                  As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for registration
of transfer at the offices or agencies appointed by the Trustee as provided in
the Agreement, duly endorsed by, or accompanied by an assignment in the form
below or other 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 evidencing the same
aggregate Percentage Interest will be issued to the designated transferee or
transferees.

                  The Certificates are issuable in fully registered form only
without coupons in Classes and denominations representing Percentage Interests
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 evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.

                  No transfer of this Certificate to a Plan subject to ERISA or
Section 4975 of the Code, any Person acting, directly or indirectly, on behalf
of any such Plan or any Person using



                                    A-M-7-3
<PAGE>


"Plan Assets" to acquire this Certificate shall be made except in accordance
with Section 5.02(c) of the Agreement.

                  No service charge will be made for any such registration of
transfer or exchange of Certificates, but the Trustee may require payment of a
sum sufficient to cover any tax or other governmental charge that may be imposed
in connection with any transfer or exchange of Certificates.

                  The Depositor, the Master Servicer, the Trustee and the
Certificate Registrar and any agent of the Depositor, the Master Servicer, the
Trustee or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the
Depositor, the Master Servicer, the Trustee, the Certificate Registrar nor any
such agent shall be affected by notice to the contrary.

                  The obligations created by the Agreement and the Trust Fund
created thereby shall terminate upon payment to the Certificateholders of all
amounts held by the Trustee and required to be paid to them pursuant to the
Agreement following the earlier of (i) the final payment or other liquidation
(or any advance with respect thereto) of the last Mortgage Loan remaining in
REMIC I, and (ii) the purchase by the party designated in the Agreement at a
price determined as provided in the Agreement from REMIC I of all the Mortgage
Loans and all property acquired in respect of such Mortgage Loans. The Agreement
permits, but does not require, the party designated in the Agreement to purchase
from REMIC I all the Mortgage Loans and all property acquired in respect of any
Mortgage Loan at a price determined as provided in the Agreement. The exercise
of such right will effect early retirement of the Certificates; however, such
right cannot be exercised until the Optional Termination Date.

                  The recitals contained herein shall be taken as statements of
the Depositor and the Trustee assumes no responsibility for their correctness.

                  Unless the certificate of authentication hereon has been
executed by the Certificate Registrar, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.



                                    A-M-7-4
<PAGE>


                  IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly executed.


Dated: _______________, 2005


                                                   DEUTSCHE BANK NATIONAL
                                                   TRUST COMPANY
                                                   as Trustee


                                                   By:__________________________
                                                          Authorized Officer




                          CERTIFICATE OF AUTHENTICATION

                  This is one of the Certificates referred to in the
within-mentioned Agreement.


                                                   DEUTSCHE BANK NATIONAL
                                                   TRUST COMPANY
                                                   as Certificate Registrar


                                                   By:__________________________
                                                          Authorized Signatory



                                    A-M-7-5
<PAGE>


                                  ABBREVIATIONS

                  The following abbreviations, when used in the inscription on
the face of this instrument, shall be construed as though they were written out
in full according to applicable laws or regulations:


  TEN COM -  as tenants in common         UNIF GIFT MIN ACT -       CUSTODIAN
                                                               -----------------
                                                                (Cust)   (Minor)
  TEN ENT -  as tenants by the                                    under Uniform
             entireties                                          Gifts to Minors
                                                                       Act
  JT TEN  -  as joint tenants with                              ________________
             right if survivorship and                               (State)
             not as tenants in common


                  Additional abbreviations may also be used though not in the
above list.


                                   ASSIGNMENT

                  FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto _________________________________________________________
______________________________________________________________________________
______________________________________________________________________________

(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee)

a Percentage Interest equal to____% evidenced by the within Asset-Backed Pass-
Through Certificate and hereby authorize(s) the registration of transfer of such
interest to assignee on the Certificate Register of the Trust Fund.

                  I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee
and deliver such Certificate to the following address:


Dated:


                                       _____________________________________
                                       Signature by or on behalf of assignor


                                       _____________________________________
                                                 Signature Guaranteed



                                    A-M-7-6
<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 name above, or _____________________________________, as its agent.



                                    A-M-7-7
<PAGE>


                                  EXHIBIT A-M-8

                          FORM OF CLASS M-8 CERTIFICATE

         SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
         "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS
         THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE
         INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").

         THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, THE CLASS
         M-1 CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE CLASS M-3
         CERTIFICATES, THE CLASS M-4 CERTIFICATES, THE CLASS M-5 CERTIFICATES,
         THE CLASS M-6 CERTIFICATES AND THE CLASS M-7 CERTIFICATES TO THE EXTENT
         DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


<TABLE>
<CAPTION>
<S>                                                         <C>
Series 2005-R2, Class M-8                                   Aggregate  Certificate  Principal Balance of the Class M-8
                                                            Certificates as of the Issue Date: $9,000,000.00

Pass-Through Rate: Variable                                 Denomination: $9,000,000.00

Date of Pooling and Servicing Agreement and                 Master Servicer: Ameriquest Mortgage Company
Cut-off  Date: March 1, 2005

First Distribution Date: April 25, 2005                     Trustee: Deutsche Bank National Trust Company

No. 1                                                       Issue Date: March 24, 2005

                                                            CUSIP: 03072S YY 5
</TABLE>


         DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
         CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE
         OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE
         LESS THAN THE AMOUNT SHOWN ABOVE AS THE DENOMINATION OF THIS
         CERTIFICATE.

         NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER
         RETIREMENT ARRANGEMENT (EACH A "PLAN") SUBJECT TO THE EMPLOYEE
         RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR THE
         CODE WILL BE



                                    A-M-8-1
<PAGE>


         REGISTERED EXCEPT IN COMPLIANCE WITH THE PROCEDURES DESCRIBED HEREIN.


                      ASSET-BACKED PASS-THROUGH CERTIFICATE

evidencing a beneficial ownership interest in a Trust Fund (the "Trust Fund")
consisting primarily of a pool of conventional one- to four-family
adjustable-rate and fixed-rate first lien mortgage loans (the "Mortgage Loans")
formed and sold by


                       AMERIQUEST MORTGAGE SECURITIES INC.

         THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
         AMERIQUEST MORTGAGE SECURITIES INC., THE MASTER SERVICER, THE TRUSTEE
         OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE
         UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
         INSTRUMENTALITY OF THE UNITED STATES.

                  This certifies that Cede & Co. is the registered owner of a
Percentage Interest (obtained by dividing the denomination of this Certificate
by the aggregate Certificate Principal Balance of the Class M-8 Certificates as
of the Issue Date) in that certain beneficial ownership interest evidenced by
all the Class M-8 Certificates in a REMIC created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among
Ameriquest Mortgage Securities Inc. (hereinafter called the "Depositor," which
term includes any successor entity under the Agreement), the Master Servicer and
the Trustee, a summary of certain of the pertinent provisions of which is set
forth hereafter. To the extent not defined herein, the capitalized terms used
herein have the meanings assigned in the 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.

                  Pursuant to the terms of the Agreement, distributions will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (a "Distribution Date"), commencing on
the First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the 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 the Holders of Class M-8 Certificates on such Distribution
Date pursuant to the Agreement.

                  All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Trustee by
wire transfer in immediately available funds to the account of the Person
entitled thereto if such Person shall have so notified the Trustee in writing at
least five Business Days prior to the Record Date immediately prior to such
Distribution Date or otherwise by check mailed by first class mail to the
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register. Notwithstanding the above, the final distribution on
this Certificate will be made after due notice by the Trustee of the pendency of
such distribution and only upon presentation and surrender of



                                    A-M-8-2
<PAGE>


this Certificate at the office or agency appointed by the Trustee for that
purpose as provided in the Agreement.

                  The Pass-Through Rate applicable to the calculation of
interest payable with respect to this Certificate on any Distribution Date shall
be the lesser of (x) the related Formula Rate for such Distribution Date and (y)
the Net WAC Pass-Through Rate for such Distribution Date. For any Distribution
Date and this Certificate, the Formula Rate is One-Month LIBOR plus the
Certificate Margin.

                  This Certificate is one of a duly authorized issue of
Certificates designated as Asset-Backed Pass-Through Certificates of the Series
specified on the face hereof (herein called the "Certificates") and representing
a Percentage Interest in the Class of Certificates specified on the face hereof
equal to the denomination specified on the face hereof divided by the aggregate
Certificate Principal Balance of the Class of Certificates specified on the face
hereof.

                  The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.

                  The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor, the Master Servicer, the Trustee and the rights of
the Certificateholders under the Agreement at any time by the Depositor, the
Master Servicer and the Trustee with the consent of the Holders of Certificates
entitled to at least 66% of the Voting Rights. 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 herefor or in lieu hereof whether or not notation
of such consent is made upon this Certificate. The Agreement also permits the
amendment thereof, in certain limited circumstances, without the consent of the
Holders of any of the Certificates.

                  As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for registration
of transfer at the offices or agencies appointed by the Trustee as provided in
the Agreement, duly endorsed by, or accompanied by an assignment in the form
below or other 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 evidencing the same
aggregate Percentage Interest will be issued to the designated transferee or
transferees.

                  The Certificates are issuable in fully registered form only
without coupons in Classes and denominations representing Percentage Interests
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 evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.



                                    A-M-8-3
<PAGE>


                  No transfer of this Certificate to a Plan subject to ERISA or
Section 4975 of the Code, any Person acting, directly or indirectly, on behalf
of any such Plan or any Person using "Plan Assets" to acquire this Certificate
shall be made except in accordance with Section 5.02(c) of the Agreement.

                  No service charge will be made for any such registration of
transfer or exchange of Certificates, but the Trustee may require payment of a
sum sufficient to cover any tax or other governmental charge that may be imposed
in connection with any transfer or exchange of Certificates.

                  The Depositor, the Master Servicer, the Trustee and the
Certificate Registrar and any agent of the Depositor, the Master Servicer, the
Trustee or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the
Depositor, the Master Servicer, the Trustee, the Certificate Registrar nor any
such agent shall be affected by notice to the contrary.

                  The obligations created by the Agreement and the Trust Fund
created thereby shall terminate upon payment to the Certificateholders of all
amounts held by the Trustee and required to be paid to them pursuant to the
Agreement following the earlier of (i) the final payment or other liquidation
(or any advance with respect thereto) of the last Mortgage Loan remaining in
REMIC I, and (ii) the purchase by the party designated in the Agreement at a
price determined as provided in the Agreement from REMIC I of all the Mortgage
Loans and all property acquired in respect of such Mortgage Loans. The Agreement
permits, but does not require, the party designated in the Agreement to purchase
from REMIC I all the Mortgage Loans and all property acquired in respect of any
Mortgage Loan at a price determined as provided in the Agreement. The exercise
of such right will effect early retirement of the Certificates; however, such
right cannot be exercised until the Optional Termination Date.

                  The recitals contained herein shall be taken as statements of
the Depositor and the Trustee assumes no responsibility for their correctness.

                  Unless the certificate of authentication hereon has been
executed by the Certificate Registrar, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.



                                    A-M-8-4
<PAGE>


                  IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly executed.


Dated: _______________, 2005


                                                   DEUTSCHE BANK NATIONAL
                                                   TRUST COMPANY
                                                   as Trustee


                                                   By:__________________________
                                                          Authorized Officer




                          CERTIFICATE OF AUTHENTICATION

                  This is one of the Certificates referred to in the
within-mentioned Agreement.


                                                   DEUTSCHE BANK NATIONAL
                                                   TRUST COMPANY
                                                   as Certificate Registrar


                                                   By:__________________________
                                                          Authorized Signatory



                                    A-M-8-5
<PAGE>


                                  ABBREVIATIONS

                  The following abbreviations, when used in the inscription on
the face of this instrument, shall be construed as though they were written out
in full according to applicable laws or regulations:


  TEN COM -  as tenants in common         UNIF GIFT MIN ACT -       CUSTODIAN
                                                               -----------------
                                                                (Cust)   (Minor)
  TEN ENT -  as tenants by the                                    under Uniform
             entireties                                          Gifts to Minors
                                                                       Act
  JT TEN  -  as joint tenants with                              ________________
             right if survivorship and                               (State)
             not as tenants in common


                  Additional abbreviations may also be used though not in the
above list.


                                   ASSIGNMENT

                  FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto _________________________________________________________
______________________________________________________________________________
______________________________________________________________________________

(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee)

a Percentage Interest equal to____% evidenced by the within Asset-Backed Pass-
Through Certificate and hereby authorize(s) the registration of transfer of such
interest to assignee on the Certificate Register of the Trust Fund.

                  I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee
and deliver such Certificate to the following address:


Dated:


                                       _____________________________________
                                       Signature by or on behalf of assignor


                                       _____________________________________
                                                 Signature Guaranteed



                                    A-M-8-6
<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 name above, or _____________________________________, as its agent.



                                    A-M-8-7
<PAGE>


                                  EXHIBIT A-M-9

                          FORM OF CLASS M-9 CERTIFICATE

         SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
         "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS
         THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE
         INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").

         THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, THE CLASS
         M-1 CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE CLASS M-3
         CERTIFICATES, THE CLASS M-4 CERTIFICATES, THE CLASS M-5 CERTIFICATES,
         THE CLASS M-6 CERTIFICATES, THE CLASS M-7 CERTIFICATES AND THE CLASS
         M-8 CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING
         AGREEMENT REFERRED TO HEREIN.


<TABLE>
<CAPTION>
<S>                                                         <C>
Series 2005-R2, Class M-9                                   Aggregate  Certificate  Principal Balance of the Class M-9
                                                            Certificates as of the Issue Date: $13,200,000.00

Pass-Through Rate: Variable                                 Denomination: $13,200,000.00

Date of Pooling and Servicing Agreement and                 Master Servicer: Ameriquest Mortgage Company
Cut-off  Date: March 1, 2005

First Distribution Date: April 25, 2005                     Trustee: Deutsche Bank National Trust Company

No. 1                                                       Issue Date: March 24, 2005

                                                            CUSIP: 03072S YZ 2
</TABLE>


         DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
         CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE
         OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE
         LESS THAN THE AMOUNT SHOWN ABOVE AS THE DENOMINATION OF THIS
         CERTIFICATE.

         NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER
         RETIREMENT ARRANGEMENT (EACH A "PLAN") SUBJECT TO THE EMPLOYEE
         RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR THE
         CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE PROCEDURES
         DESCRIBED HEREIN.



                                    A-M-9-1
<PAGE>


                      ASSET-BACKED PASS-THROUGH CERTIFICATE

evidencing a beneficial ownership interest in a Trust Fund (the "Trust Fund")
consisting primarily of a pool of conventional one- to four-family
adjustable-rate and fixed-rate first lien mortgage loans (the "Mortgage Loans")
formed and sold by


                       AMERIQUEST MORTGAGE SECURITIES INC.

         THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
         AMERIQUEST MORTGAGE SECURITIES INC., THE MASTER SERVICER, THE TRUSTEE
         OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE
         UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
         INSTRUMENTALITY OF THE UNITED STATES.

                  This certifies that Cede & Co. is the registered owner of a
Percentage Interest (obtained by dividing the denomination of this Certificate
by the aggregate Certificate Principal Balance of the Class M-9 Certificates as
of the Issue Date) in that certain beneficial ownership interest evidenced by
all the Class M-9 Certificates in a REMIC created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among
Ameriquest Mortgage Securities Inc. (hereinafter called the "Depositor," which
term includes any successor entity under the Agreement), the Master Servicer and
the Trustee, a summary of certain of the pertinent provisions of which is set
forth hereafter. To the extent not defined herein, the capitalized terms used
herein have the meanings assigned in the 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.

                  Pursuant to the terms of the Agreement, distributions will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (a "Distribution Date"), commencing on
the First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the 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 the Holders of Class M-9 Certificates on such Distribution
Date pursuant to the Agreement.

                  All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Trustee by
wire transfer in immediately available funds to the account of the Person
entitled thereto if such Person shall have so notified the Trustee in writing at
least five Business Days prior to the Record Date immediately prior to such
Distribution Date or otherwise by check mailed by first class mail to the
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register. Notwithstanding the above, the final distribution on
this Certificate will be made after due notice by the Trustee of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency appointed by the Trustee for that purpose as provided in
the Agreement.



                                    A-M-9-2
<PAGE>


                  The Pass-Through Rate applicable to the calculation of
interest payable with respect to this Certificate on any Distribution Date shall
be the lesser of (x) the related Formula Rate for such Distribution Date and (y)
the Net WAC Pass-Through Rate for such Distribution Date. For any Distribution
Date and this Certificate, the Formula Rate is One-Month LIBOR plus the
Certificate Margin.

                  This Certificate is one of a duly authorized issue of
Certificates designated as Asset-Backed Pass-Through Certificates of the Series
specified on the face hereof (herein called the "Certificates") and representing
a Percentage Interest in the Class of Certificates specified on the face hereof
equal to the denomination specified on the face hereof divided by the aggregate
Certificate Principal Balance of the Class of Certificates specified on the face
hereof.

                  The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.

                  The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor, the Master Servicer, the Trustee and the rights of
the Certificateholders under the Agreement at any time by the Depositor, the
Master Servicer and the Trustee with the consent of the Holders of Certificates
entitled to at least 66% of the Voting Rights. 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 herefor or in lieu hereof whether or not notation
of such consent is made upon this Certificate. The Agreement also permits the
amendment thereof, in certain limited circumstances, without the consent of the
Holders of any of the Certificates.

                  As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for registration
of transfer at the offices or agencies appointed by the Trustee as provided in
the Agreement, duly endorsed by, or accompanied by an assignment in the form
below or other 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 evidencing the same
aggregate Percentage Interest will be issued to the designated transferee or
transferees.

                  The Certificates are issuable in fully registered form only
without coupons in Classes and denominations representing Percentage Interests
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 evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.

                  No transfer of this Certificate to a Plan subject to ERISA or
Section 4975 of the Code, any Person acting, directly or indirectly, on behalf
of any such Plan or any Person using



                                    A-M-9-3
<PAGE>


"Plan Assets" to acquire this Certificate shall be made except in accordance
with Section 5.02(c) of the Agreement.

                  No service charge will be made for any such registration of
transfer or exchange of Certificates, but the Trustee may require payment of a
sum sufficient to cover any tax or other governmental charge that may be imposed
in connection with any transfer or exchange of Certificates.

                  The Depositor, the Master Servicer, the Trustee and the
Certificate Registrar and any agent of the Depositor, the Master Servicer, the
Trustee or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the
Depositor, the Master Servicer, the Trustee, the Certificate Registrar nor any
such agent shall be affected by notice to the contrary.

                  The obligations created by the Agreement and the Trust Fund
created thereby shall terminate upon payment to the Certificateholders of all
amounts held by the Trustee and required to be paid to them pursuant to the
Agreement following the earlier of (i) the final payment or other liquidation
(or any advance with respect thereto) of the last Mortgage Loan remaining in
REMIC I, and (ii) the purchase by the party designated in the Agreement at a
price determined as provided in the Agreement from REMIC I of all the Mortgage
Loans and all property acquired in respect of such Mortgage Loans. The Agreement
permits, but does not require, the party designated in the Agreement to purchase
from REMIC I all the Mortgage Loans and all property acquired in respect of any
Mortgage Loan at a price determined as provided in the Agreement. The exercise
of such right will effect early retirement of the Certificates; however, such
right cannot be exercised until the Optional Termination Date.

                  The recitals contained herein shall be taken as statements of
the Depositor and the Trustee assumes no responsibility for their correctness.

                  Unless the certificate of authentication hereon has been
executed by the Certificate Registrar, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.



                                    A-M-9-4
<PAGE>


                  IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly executed.


Dated: _______________, 2005


                                                   DEUTSCHE BANK NATIONAL
                                                   TRUST COMPANY
                                                   as Trustee


                                                   By:__________________________
                                                          Authorized Officer




                          CERTIFICATE OF AUTHENTICATION

                  This is one of the Certificates referred to in the
within-mentioned Agreement.


                                                   DEUTSCHE BANK NATIONAL
                                                   TRUST COMPANY
                                                   as Certificate Registrar


                                                   By:__________________________
                                                          Authorized Signatory



                                    A-M-9-5
<PAGE>


                                  ABBREVIATIONS

                  The following abbreviations, when used in the inscription on
the face of this instrument, shall be construed as though they were written out
in full according to applicable laws or regulations:


  TEN COM -  as tenants in common         UNIF GIFT MIN ACT -       CUSTODIAN
                                                               -----------------
                                                                (Cust)   (Minor)
  TEN ENT -  as tenants by the                                    under Uniform
             entireties                                          Gifts to Minors
                                                                       Act
  JT TEN  -  as joint tenants with                              ________________
             right if survivorship and                               (State)
             not as tenants in common


                  Additional abbreviations may also be used though not in the
above list.


                                   ASSIGNMENT

                  FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto _________________________________________________________
______________________________________________________________________________
______________________________________________________________________________

(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee)

a Percentage Interest equal to____% evidenced by the within Asset-Backed Pass-
Through Certificate and hereby authorize(s) the registration of transfer of such
interest to assignee on the Certificate Register of the Trust Fund.

                  I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee
and deliver such Certificate to the following address:


Dated:


                                       _____________________________________
                                       Signature by or on behalf of assignor


                                       _____________________________________
                                                 Signature Guaranteed



                                    A-M-9-6
<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 name above, or _____________________________________, as its agent.



                                    A-M-9-7
<PAGE>


                                 EXHIBIT A-M-10

                         FORM OF CLASS M-10 CERTIFICATE

         SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
         "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS
         THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE
         INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").

         THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, THE CLASS
         M-1 CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE CLASS M-3
         CERTIFICATES, THE CLASS M-4 CERTIFICATES, THE CLASS M-5 CERTIFICATES,
         THE CLASS M-6 CERTIFICATES, THE CLASS M-7 CERTIFICATES, THE CLASS M-8
         CERTIFICATES AND THE M-9 CERTIFICATES TO THE EXTENT DESCRIBED IN THE
         POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


<TABLE>
<CAPTION>
<S>                                                         <C>
Series 2005-R2, Class M-10                                  Aggregate  Certificate Principal Balance of the Class M-10
                                                            Certificates as of the Issue Date: $7,800,000.00

Pass-Through Rate: Variable                                 Denomination: $7,800,000.00

Date of Pooling and Servicing Agreement and                 Master Servicer: Ameriquest Mortgage Company
Cut-off  Date: March 1, 2005

First Distribution Date: April 25, 2005                     Trustee: Deutsche Bank National Trust Company

No. 1                                                       Issue Date: March 24, 2005

                                                            CUSIP: 03072S ZD 0
</TABLE>


         DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
         CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE
         OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE
         LESS THAN THE AMOUNT SHOWN ABOVE AS THE DENOMINATION OF THIS
         CERTIFICATE.

         NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER
         RETIREMENT ARRANGEMENT (EACH A "PLAN") SUBJECT TO THE EMPLOYEE
         RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR THE
         CODE WILL BE



                                    A-M-10-1
<PAGE>


         REGISTERED EXCEPT IN COMPLIANCE WITH THE PROCEDURES DESCRIBED HEREIN.


                      ASSET-BACKED PASS-THROUGH CERTIFICATE

evidencing a beneficial ownership interest in a Trust Fund (the "Trust Fund")
consisting primarily of a pool of conventional one- to four-family
adjustable-rate and fixed-rate first lien mortgage loans (the "Mortgage Loans")
formed and sold by


                       AMERIQUEST MORTGAGE SECURITIES INC.

         THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
         AMERIQUEST MORTGAGE SECURITIES INC., THE MASTER SERVICER, THE TRUSTEE
         OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE
         UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
         INSTRUMENTALITY OF THE UNITED STATES.

                  This certifies that Cede & Co. is the registered owner of a
Percentage Interest (obtained by dividing the denomination of this Certificate
by the aggregate Certificate Principal Balance of the Class M-10 Certificates as
of the Issue Date) in that certain beneficial ownership interest evidenced by
all the Class M-10 Certificates in a REMIC created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among
Ameriquest Mortgage Securities Inc. (hereinafter called the "Depositor," which
term includes any successor entity under the Agreement), the Master Servicer and
the Trustee, a summary of certain of the pertinent provisions of which is set
forth hereafter. To the extent not defined herein, the capitalized terms used
herein have the meanings assigned in the 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.

                  Pursuant to the terms of the Agreement, distributions will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (a "Distribution Date"), commencing on
the First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the 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 the Holders of Class M-10 Certificates on such Distribution
Date pursuant to the Agreement.

                  All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Trustee by
wire transfer in immediately available funds to the account of the Person
entitled thereto if such Person shall have so notified the Trustee in writing at
least five Business Days prior to the Record Date immediately prior to such
Distribution Date or otherwise by check mailed by first class mail to the
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register. Notwithstanding the above, the final distribution on
this Certificate will be made after due notice by the Trustee of the pendency of
such distribution and only upon presentation and surrender of



                                    A-M-10-2
<PAGE>


this Certificate at the office or agency appointed by the Trustee for that
purpose as provided in the Agreement.

                  The Pass-Through Rate applicable to the calculation of
interest payable with respect to this Certificate on any Distribution Date shall
be the lesser of (x) the related Formula Rate for such Distribution Date and (y)
the Net WAC Pass-Through Rate for such Distribution Date. For any Distribution
Date and this Certificate, the Formula Rate is One-Month LIBOR plus the
Certificate Margin.

                  This Certificate is one of a duly authorized issue of
Certificates designated as Asset-Backed Pass-Through Certificates of the Series
specified on the face hereof (herein called the "Certificates") and representing
a Percentage Interest in the Class of Certificates specified on the face hereof
equal to the denomination specified on the face hereof divided by the aggregate
Certificate Principal Balance of the Class of Certificates specified on the face
hereof.

                  The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.

                  The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor, the Master Servicer, the Trustee and the rights of
the Certificateholders under the Agreement at any time by the Depositor, the
Master Servicer and the Trustee with the consent of the Holders of Certificates
entitled to at least 66% of the Voting Rights. 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 herefor or in lieu hereof whether or not notation
of such consent is made upon this Certificate. The Agreement also permits the
amendment thereof, in certain limited circumstances, without the consent of the
Holders of any of the Certificates.

                  As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for registration
of transfer at the offices or agencies appointed by the Trustee as provided in
the Agreement, duly endorsed by, or accompanied by an assignment in the form
below or other 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 evidencing the same
aggregate Percentage Interest will be issued to the designated transferee or
transferees.

                  The Certificates are issuable in fully registered form only
without coupons in Classes and denominations representing Percentage Interests
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 evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.



                                    A-M-10-3
<PAGE>


                  No transfer of this Certificate to a Plan subject to ERISA or
Section 4975 of the Code, any Person acting, directly or indirectly, on behalf
of any such Plan or any Person using "Plan Assets" to acquire this Certificate
shall be made except in accordance with Section 5.02(c) of the Agreement.

                  No service charge will be made for any such registration of
transfer or exchange of Certificates, but the Trustee may require payment of a
sum sufficient to cover any tax or other governmental charge that may be imposed
in connection with any transfer or exchange of Certificates.

                  The Depositor, the Master Servicer, the Trustee and the
Certificate Registrar and any agent of the Depositor, the Master Servicer, the
Trustee or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the
Depositor, the Master Servicer, the Trustee, the Certificate Registrar nor any
such agent shall be affected by notice to the contrary.

                  The obligations created by the Agreement and the Trust Fund
created thereby shall terminate upon payment to the Certificateholders of all
amounts held by the Trustee and required to be paid to them pursuant to the
Agreement following the earlier of (i) the final payment or other liquidation
(or any advance with respect thereto) of the last Mortgage Loan remaining in
REMIC I, and (ii) the purchase by the party designated in the Agreement at a
price determined as provided in the Agreement from REMIC I of all the Mortgage
Loans and all property acquired in respect of such Mortgage Loans. The Agreement
permits, but does not require, the party designated in the Agreement to purchase
from REMIC I all the Mortgage Loans and all property acquired in respect of any
Mortgage Loan at a price determined as provided in the Agreement. The exercise
of such right will effect early retirement of the Certificates; however, such
right cannot be exercised until the Optional Termination Date.

                  The recitals contained herein shall be taken as statements of
the Depositor and the Trustee assumes no responsibility for their correctness.

                  Unless the certificate of authentication hereon has been
executed by the Certificate Registrar, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.



                                    A-M-10-4
<PAGE>


                  IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly executed.


Dated: _______________, 2005


                                                   DEUTSCHE BANK NATIONAL
                                                   TRUST COMPANY
                                                   as Trustee


                                                   By:__________________________
                                                          Authorized Officer




                          CERTIFICATE OF AUTHENTICATION

                  This is one of the Certificates referred to in the
within-mentioned Agreement.


                                                   DEUTSCHE BANK NATIONAL
                                                   TRUST COMPANY
                                                   as Certificate Registrar


                                                   By:__________________________
                                                          Authorized Signatory



                                    A-M-10-5
<PAGE>


                                  ABBREVIATIONS

                  The following abbreviations, when used in the inscription on
the face of this instrument, shall be construed as though they were written out
in full according to applicable laws or regulations:


  TEN COM -  as tenants in common         UNIF GIFT MIN ACT -       CUSTODIAN
                                                               -----------------
                                                                (Cust)   (Minor)
  TEN ENT -  as tenants by the                                    under Uniform
             entireties                                          Gifts to Minors
                                                                       Act
  JT TEN  -  as joint tenants with                              ________________
             right if survivorship and                               (State)
             not as tenants in common


                  Additional abbreviations may also be used though not in the
above list.


                                   ASSIGNMENT

                  FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto _________________________________________________________
______________________________________________________________________________
______________________________________________________________________________

(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee)

a Percentage Interest equal to____% evidenced by the within Asset-Backed Pass-
Through Certificate and hereby authorize(s) the registration of transfer of such
interest to assignee on the Certificate Register of the Trust Fund.

                  I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee
and deliver such Certificate to the following address:


Dated:


                                       _____________________________________
                                       Signature by or on behalf of assignor


                                       _____________________________________
                                                 Signature Guaranteed



                                    A-M-10-6
<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 name above, or _____________________________________, as its agent.



                                    A-M-10-7
<PAGE>


                                 EXHIBIT A-M-11

                         FORM OF CLASS M-11 CERTIFICATE

         SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
         "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS
         THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE
         INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").

         THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, THE CLASS
         M-1 CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE CLASS M-3
         CERTIFICATES, THE CLASS M-4 CERTIFICATES, THE CLASS M-5 CERTIFICATES,
         THE CLASS M-6 CERTIFICATES, THE CLASS M-7 CERTIFICATES, THE CLASS M-8
         CERTIFICATES, THE CLASS M-9 CERTIFICATES AND THE CLASS M-10
         CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING
         AGREEMENT REFERRED TO HEREIN.

         THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
         SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE
         AND MAY NOT BE RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT
         TO SUCH ACT AND LAWS OR IS SOLD OR TRANSFERRED IN TRANSACTIONS THAT ARE
         EXEMPT FROM REGISTRATION UNDER SUCH ACT AND UNDER APPLICABLE STATE LAW
         AND IS TRANSFERRED IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF
         THE AGREEMENT.


<TABLE>
<CAPTION>
<S>                                                         <C>
Series 2005-R2, Class M-11                               Aggregate  Certificate Principal Balance of the Class M-11
                                                         Certificates as of the Issue Date: $12,000,000.00

Pass-Through Rate: Variable                              Denomination: $12,000,000.00

Date of Pooling and Servicing Agreement and              Master Servicer: Ameriquest Mortgage Company
Cut-off Date: March 1, 2005

First Distribution Date: April 25, 2005                  Trustee: Deutsche Bank National Trust Company

No. 1                                                    Issue Date: March 24, 2005

                                                         CUSIP: 03072S ZE 8
</TABLE>


         DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
         CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE
         OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY



                                    A-M-11-1
<PAGE>


         BE LESS THAN THE AMOUNT SHOWN ABOVE AS THE DENOMINATION OF THIS
         CERTIFICATE.

         NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER
         RETIREMENT ARRANGEMENT (EACH A "PLAN") SUBJECT TO THE EMPLOYEE
         RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR THE
         CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE PROCEDURES
         DESCRIBED HEREIN.


                      ASSET-BACKED PASS-THROUGH CERTIFICATE

evidencing a beneficial ownership interest in a Trust Fund (the "Trust Fund")
consisting primarily of a pool of conventional one- to four-family
adjustable-rate and fixed-rate first lien mortgage loans (the "Mortgage Loans")
formed and sold by


                       AMERIQUEST MORTGAGE SECURITIES INC.

         THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
         AMERIQUEST MORTGAGE SECURITIES INC., THE MASTER SERVICER, THE TRUSTEE
         OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE
         UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
         INSTRUMENTALITY OF THE UNITED STATES.

                  This certifies that Cede & Co. is the registered owner of a
Percentage Interest (obtained by dividing the denomination of this Certificate
by the aggregate Certificate Principal Balance of the Class M-11 Certificates as
of the Issue Date) in that certain beneficial ownership interest evidenced by
all the Class M-11 Certificates in a REMIC created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among
Ameriquest Mortgage Securities Inc. (hereinafter called the "Depositor," which
term includes any successor entity under the Agreement), the Master Servicer and
the Trustee, a summary of certain of the pertinent provisions of which is set
forth hereafter. To the extent not defined herein, the capitalized terms used
herein have the meanings assigned in the 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.

                  Pursuant to the terms of the Agreement, distributions will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (a "Distribution Date"), commencing on
the First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the 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 the Holders of Class M-11 Certificates on such Distribution
Date pursuant to the Agreement.

                  All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Trustee by
wire transfer in immediately available funds to the account of the Person
entitled thereto if such Person shall have so notified the Trustee in writing at
least five Business Days prior to the Record Date immediately prior to



                                    A-M-11-2
<PAGE>


such Distribution Date or otherwise by check mailed by first class mail to the
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register. Notwithstanding the above, the final distribution on
this Certificate will be made after due notice by the Trustee of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency appointed by the Trustee for that purpose as provided in
the Agreement.

                  The Pass-Through Rate applicable to the calculation of
interest payable with respect to this Certificate on any Distribution Date shall
be the lesser of (x) the related Formula Rate for such Distribution Date and (y)
the Net WAC Pass-Through Rate for such Distribution Date. For any Distribution
Date and this Certificate, the Formula Rate is One-Month LIBOR plus the
Certificate Margin.

                  This Certificate is one of a duly authorized issue of
Certificates designated as Asset-Backed Pass-Through Certificates of the Series
specified on the face hereof (herein called the "Certificates") and representing
a Percentage Interest in the Class of Certificates specified on the face hereof
equal to the denomination specified on the face hereof divided by the aggregate
Certificate Principal Balance of the Class of Certificates specified on the face
hereof.

                  The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.

                  The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor, the Master Servicer, the Trustee and the rights of
the Certificateholders under the Agreement at any time by the Depositor, the
Master Servicer and the Trustee with the consent of the Holders of Certificates
entitled to at least 66% of the Voting Rights. 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 herefor or in lieu hereof whether or not notation
of such consent is made upon this Certificate. The Agreement also permits the
amendment thereof, in certain limited circumstances, without the consent of the
Holders of any of the Certificates.

                  As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for registration
of transfer at the offices or agencies appointed by the Trustee as provided in
the Agreement, duly endorsed by, or accompanied by an assignment in the form
below or other 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 evidencing the same
aggregate Percentage Interest will be issued to the designated transferee or
transferees.

                  The Certificates are issuable in fully registered form only
without coupons in Classes and denominations representing Percentage Interests
specified in the Agreement. As



                                    A-M-11-3
<PAGE>


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 evidencing the same aggregate Percentage Interest, as
requested by the Holder surrendering the same.

                  No transfer of this Certificate to a Plan subject to ERISA or
Section 4975 of the Code, any Person acting, directly or indirectly, on behalf
of any such Plan or any Person using "Plan Assets" to acquire this Certificate
shall be made except in accordance with Section 5.02(c) of the Agreement.

                  No service charge will be made for any such registration of
transfer or exchange of Certificates, but the Trustee may require payment of a
sum sufficient to cover any tax or other governmental charge that may be imposed
in connection with any transfer or exchange of Certificates.

                  The Depositor, the Master Servicer, the Trustee and the
Certificate Registrar and any agent of the Depositor, the Master Servicer, the
Trustee or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the
Depositor, the Master Servicer, the Trustee, the Certificate Registrar nor any
such agent shall be affected by notice to the contrary.

                  The obligations created by the Agreement and the Trust Fund
created thereby shall terminate upon payment to the Certificateholders of all
amounts held by the Trustee and required to be paid to them pursuant to the
Agreement following the earlier of (i) the final payment or other liquidation
(or any advance with respect thereto) of the last Mortgage Loan remaining in
REMIC I, and (ii) the purchase by the party designated in the Agreement at a
price determined as provided in the Agreement from REMIC I of all the Mortgage
Loans and all property acquired in respect of such Mortgage Loans. The Agreement
permits, but does not require, the party designated in the Agreement to purchase
from REMIC I all the Mortgage Loans and all property acquired in respect of any
Mortgage Loan at a price determined as provided in the Agreement. The exercise
of such right will effect early retirement of the Certificates; however, such
right cannot be exercised until the Optional Termination Date.

                  The recitals contained herein shall be taken as statements of
the Depositor and the Trustee assumes no responsibility for their correctness.

                  Unless the certificate of authentication hereon has been
executed by the Certificate Registrar, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.



                                    A-M-11-4
<PAGE>


                  IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly executed.


Dated: _______________, 2005


                                                   DEUTSCHE BANK NATIONAL
                                                   TRUST COMPANY
                                                   as Trustee


                                                   By:__________________________
                                                          Authorized Officer




                          CERTIFICATE OF AUTHENTICATION

                  This is one of the Certificates referred to in the
within-mentioned Agreement.


                                                   DEUTSCHE BANK NATIONAL
                                                   TRUST COMPANY
                                                   as Certificate Registrar


                                                   By:__________________________
                                                          Authorized Signatory



                                    A-M-11-5
<PAGE>


                                  ABBREVIATIONS

                  The following abbreviations, when used in the inscription on
the face of this instrument, shall be construed as though they were written out
in full according to applicable laws or regulations:


  TEN COM -  as tenants in common         UNIF GIFT MIN ACT -       CUSTODIAN
                                                               -----------------
                                                                (Cust)   (Minor)
  TEN ENT -  as tenants by the                                    under Uniform
             entireties                                          Gifts to Minors
                                                                       Act
  JT TEN  -  as joint tenants with                              ________________
             right if survivorship and                               (State)
             not as tenants in common


                  Additional abbreviations may also be used though not in the
above list.


                                   ASSIGNMENT

                  FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto _________________________________________________________
______________________________________________________________________________
______________________________________________________________________________

(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee)

a Percentage Interest equal to____% evidenced by the within Asset-Backed Pass-
Through Certificate and hereby authorize(s) the registration of transfer of such
interest to assignee on the Certificate Register of the Trust Fund.

                  I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee
and deliver such Certificate to the following address:


Dated:


                                       _____________________________________
                                       Signature by or on behalf of assignor


                                       _____________________________________
                                                 Signature Guaranteed



                                    A-M-11-6
<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 name above, or _____________________________________, as its agent.



                                    A-M-11-7
<PAGE>


                                  EXHIBIT A-CE

                          FORM OF CLASS CE CERTIFICATE

         SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
         "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT", AS
         THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE
         INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").

         THIS CERTIFICATE IS SUBORDINATE TO THE A CERTIFICATES AND THE MEZZANINE
         CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING
         AGREEMENT REFERRED TO HEREIN.

         ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE
         MADE ONLY IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE
         POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

         THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
         SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE
         AND MAY NOT BE RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT
         TO SUCH ACT AND LAWS OR IS SOLD OR TRANSFERRED IN TRANSACTIONS THAT ARE
         EXEMPT FROM REGISTRATION UNDER SUCH ACT AND UNDER APPLICABLE STATE LAW
         AND IS TRANSFERRED IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF
         THE AGREEMENT.

         NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER
         RETIREMENT ARRANGEMENT (EACH A "PLAN") SUBJECT TO THE EMPLOYEE
         RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR THE
         CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE PROCEDURES
         DESCRIBED HEREIN.



                                     A-CE-1
<PAGE>


<TABLE>
<CAPTION>
<S>                                                         <C>
Series 2005-R2, Class CE                                    Initial Notional Amount of the Class CE Certificates
                                                            as of the Issue Date:  $15,600,337.10

Date of Pooling and Servicing Agreement and                 Initial Certificate Principal Balance:
Cut-off Date: March 1, 2005                                 $15,600,337.10

First Distribution Date: April 25, 2005                     Master Servicer: Ameriquest Mortgage Company

No. 1                                                       Trustee: Deutsche Bank National Trust Company

                                                            Issue Date: March 24, 2005
</TABLE>


         DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
         CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE
         OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE
         LESS THAN THE AMOUNT SHOWN ABOVE AS THE DENOMINATION OF THIS
         CERTIFICATE.



                                     A-CE-2
<PAGE>


                      ASSET-BACKED PASS-THROUGH CERTIFICATE

evidencing a beneficial ownership interest in a Trust Fund (the "Trust Fund")
consisting primarily of a pool of conventional one- to four-family
adjustable-rate and fixed-rate first lien mortgage loans (the "Mortgage Loans")
formed and sold by


                       AMERIQUEST MORTGAGE SECURITIES INC.

         THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
         AMERIQUEST MORTGAGE SECURITIES INC., THE MASTER SERVICER, THE TRUSTEE
         OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE
         UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
         INSTRUMENTALITY OF THE UNITED STATES.

                  This certifies that Deutsche Bank National Trust Company, not
in its individual capacity but as Indenture Trustee under the Indenture dated as
of March 24, 2005, relating to Ameriquest NIM 2005-RN2 Notes, Series 2005-RN2 is
the registered owner of a Percentage Interest (obtained by dividing the
denomination of this Certificate by the aggregate Certificate Principal Balance
of the Class CE Certificates as of the Issue Date) in that certain beneficial
ownership interest evidenced by all the Class CE Certificates in a REMIC created
pursuant to a Pooling and Servicing Agreement, dated as specified above (the
"Agreement"), among Ameriquest Mortgage Securities Inc. (hereinafter called the
"Depositor," which term includes any successor entity under the Agreement) and
the Trustee, a summary of certain of the pertinent provisions of which is set
forth hereafter. To the extent not defined herein, the capitalized terms used
herein have the meanings assigned in the 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.

                  Pursuant to the terms of the Agreement, distributions will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (a "Distribution Date"), commencing on
the First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the 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 the Holders of Class CE Certificates on such Distribution
Date pursuant to the Agreement.

                  All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Trustee by
wire transfer in immediately available funds to the account of the Person
entitled thereto if such Person shall have so notified the Trustee in writing at
least five Business Days prior to the Record Date immediately prior to such
Distribution Date or otherwise by check mailed by first class mail to the
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register. Notwithstanding the above, the final distribution on
this Certificate will be made after due notice by the Trustee of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency appointed by the Trustee for that purpose as provided in
the Agreement.



                                     A-CE-3
<PAGE>


                  This Certificate is one of a duly authorized issue of
Certificates designated as Asset-Backed Pass-Through Certificates of the Series
specified on the face hereof (herein called the "Certificates") and representing
a Percentage Interest in the Class of Certificates specified on the face hereof
equal to the denomination specified on the face hereof divided by the aggregate
Certificate Principal Balance of the Class of Certificates specified on the face
hereof.

                  The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.

                  The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor, the Master Servicer, the Trustee and the rights of
the Certificateholders under the Agreement at any time by the Depositor, the
Master Servicer and the Trustee with the consent of the Holders of Certificates
entitled to at least 66% of the Voting Rights. 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 herefor or in lieu hereof whether or not notation
of such consent is made upon this Certificate. The Agreement also permits the
amendment thereof, in certain limited circumstances, without the consent of the
Holders of any of the Certificates.

                  As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for registration
of transfer at the offices or agencies appointed by the Trustee as provided in
the Agreement, duly endorsed by, or accompanied by an assignment in the form
below or other 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 evidencing the same
aggregate Percentage Interest will be issued to the designated transferee or
transferees.

                  The Certificates are issuable in fully registered form only
without coupons in Classes and denominations representing Percentage Interests
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 evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.

                  No transfer of this Certificate shall be made unless the
transfer is made pursuant to an effective registration statement under the
Securities Act of 1933, as amended (the "1933 Act"), and an effective
registration or qualification under applicable state securities laws, or is made
in a transaction that does not require such registration or qualification. In
the event that such a transfer of this Certificate is to be made without
registration or qualification, the Trustee and the Certificate Registrar shall
require receipt of (i) if such transfer is purportedly being made in reliance
upon Rule 144A under the 1933 Act, written certifications from the Holder of the
Certificate desiring to effect the transfer, and from such Holder's prospective
transferee,



                                     A-CE-4
<PAGE>


substantially in the forms attached to the Agreement as Exhibit F-1, and (ii) in
all other cases, an Opinion of Counsel satisfactory to it that such transfer may
be made without such registration or qualification (which Opinion of Counsel
shall not be an expense of the Trust Fund or of the Depositor, the Trustee or
the Master Servicer in their respective capacities as such), together with
copies of the written certification(s) of the Holder of the Certificate desiring
to effect the transfer and/or such Holder's prospective transferee upon which
such Opinion of Counsel is based. None of the Depositor, the Certificate
Registrar or the Trustee is obligated to register or qualify the Class of
Certificates specified on the face hereof under the 1933 Act or any other
securities law or to take any action not otherwise required under the Agreement
to permit the transfer of such Certificates without registration or
qualification. Any Holder desiring to effect a transfer of this Certificate
shall be required to indemnify the Trustee, the Depositor, the Certificate
Registrar and the Master Servicer against any liability that may result if the
transfer is not so exempt or is not made in accordance with such federal and
state laws.

                  No transfer of this Certificate to a Plan subject to ERISA or
Section 4975 of the Code, any Person acting, directly or indirectly, on behalf
of any such Plan or any Person using "Plan Assets" to acquire this Certificate
shall be made except in accordance with Section 5.02(c) of the Agreement.

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

                  The Depositor, the Master Servicer, the Trustee and the
Certificate Registrar and any agent of the Depositor, the Master Servicer, the
Trustee or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the
Depositor, the Master Servicer, the Trustee, the Certificate Registrar nor any
such agent shall be affected by notice to the contrary.

                  The obligations created by the Agreement and the Trust Fund
created thereby shall terminate upon payment to the Certificateholders of all
amounts held by the Trustee and required to be paid to them pursuant to the
Agreement following the earlier of (i) the final payment or other liquidation
(or any advance with respect thereto) of the last Mortgage Loan remaining in
REMIC I, and (ii) the purchase by the party designated in the Agreement at a
price determined as provided in the Agreement from REMIC I of all the Mortgage
Loans and all property acquired in respect of such Mortgage Loans. The Agreement
permits, but does not require, the party designated in the Agreement to purchase
from REMIC I all the Mortgage Loans and all property acquired in respect of any
Mortgage Loan at a price determined as provided in the Agreement. The exercise
of such right will effect early retirement of the Certificates; however, such
right cannot be exercised until the Optional Termination Date.

                  The recitals contained herein shall be taken as statements of
the Depositor and the Trustee assumes no responsibility for their correctness.

                  Unless the certificate of authentication hereon has been
executed by the Certificate Registrar, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.



                                     A-CE-5
<PAGE>


                  IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly executed.


Dated: _______________, 2005


                                                   DEUTSCHE BANK NATIONAL
                                                   TRUST COMPANY
                                                   as Trustee


                                                   By:__________________________
                                                          Authorized Officer




                          CERTIFICATE OF AUTHENTICATION

                  This is one of the Certificates referred to in the
within-mentioned Agreement.


                                                   DEUTSCHE BANK NATIONAL
                                                   TRUST COMPANY
                                                   as Certificate Registrar


                                                   By:__________________________
                                                          Authorized Signatory



                                     A-CE-6
<PAGE>


                                  ABBREVIATIONS

                  The following abbreviations, when used in the inscription on
the face of this instrument, shall be construed as though they were written out
in full according to applicable laws or regulations:


  TEN COM -  as tenants in common         UNIF GIFT MIN ACT -       CUSTODIAN
                                                               -----------------
                                                                (Cust)   (Minor)
  TEN ENT -  as tenants by the                                    under Uniform
             entireties                                          Gifts to Minors
                                                                       Act
  JT TEN  -  as joint tenants with                              ________________
             right if survivorship and                               (State)
             not as tenants in common


                  Additional abbreviations may also be used though not in the
above list.


                                   ASSIGNMENT

                  FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto _________________________________________________________
______________________________________________________________________________
______________________________________________________________________________

(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee)

a Percentage Interest equal to____% evidenced by the within Asset-Backed Pass-
Through Certificate and hereby authorize(s) the registration of transfer of such
interest to assignee on the Certificate Register of the Trust Fund.

                  I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee
and deliver such Certificate to the following address:


Dated:


                                       _____________________________________
                                       Signature by or on behalf of assignor


                                       _____________________________________
                                                 Signature Guaranteed



                                     A-CE-7
<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 name above, or _____________________________________, as its agent.



                                     A-CE-8
<PAGE>


                                   EXHIBIT A-P

                           FORM OF CLASS P CERTIFICATE

         SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
         "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT", AS
         THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE
         INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").

         THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
         SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE
         AND MAY NOT BE RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT
         TO SUCH ACT AND LAWS OR IS SOLD OR TRANSFERRED IN TRANSACTIONS THAT ARE
         EXEMPT FROM REGISTRATION UNDER SUCH ACT AND UNDER APPLICABLE STATE LAW
         AND IS TRANSFERRED IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF
         THE AGREEMENT.

         ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE
         MADE ONLY IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE
         POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

         NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER
         RETIREMENT ARRANGEMENT (EACH A "PLAN") SUBJECT TO THE EMPLOYEE
         RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR THE
         CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE PROCEDURES
         DESCRIBED HEREIN.


<TABLE>
<CAPTION>
<S>                                                         <C>
Series 2005-R2, Class P                                     Aggregate  Certificate  Principal  Balance  of the Class P
                                                            Certificates as of the Issue Date: $100.00

Date of Pooling and Servicing Agreement and                 Denomination: $100.00
Cut-off Date: March 1, 2005

First Distribution Date: April 25, 2005                     Master Servicer: Ameriquest Mortgage Company

No. 1                                                       Trustee: Deutsche Bank National Trust
                                                            Company

                                                            Issue Date: March 24, 2005
</TABLE>



                                     A-P-1
<PAGE>


         DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
         CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE
         OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE
         LESS THAN THE AMOUNT SHOWN ABOVE AS THE DENOMINATION OF THIS
         CERTIFICATE.


                      ASSET-BACKED PASS-THROUGH CERTIFICATE

evidencing a beneficial ownership interest in a Trust Fund (the "Trust Fund")
consisting primarily of a pool of conventional one- to four-family
adjustable-rate and fixed-rate first lien mortgage loans (the "Mortgage Loans")
formed and sold by


                       AMERIQUEST MORTGAGE SECURITIES INC.

         THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
         AMERIQUEST MORTGAGE SECURITIES INC., THE MASTER SERVICER, THE TRUSTEE
         OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE
         UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
         INSTRUMENTALITY OF THE UNITED STATES.

                  This certifies that Deutsche Bank National Trust Company, not
in its individual capacity but as Indenture Trustee under the Indenture dated as
of March 24, 2005, relating to Ameriquest NIM 2005-RN2 Notes, Series 2005-RN2 is
the registered owner of a Percentage Interest (obtained by dividing the
denomination of this Certificate by the aggregate Certificate Principal Balance
of the Class P Certificates as of the Issue Date) in that certain beneficial
ownership interest evidenced by all the Class P Certificates in a REMIC created
pursuant to a Pooling and Servicing Agreement, dated as specified above (the
"Agreement"), among Ameriquest Mortgage Securities Inc. (hereinafter called the
"Depositor," which term includes any successor entity under the Agreement) and
the Trustee, a summary of certain of the pertinent provisions of which is set
forth hereafter. To the extent not defined herein, the capitalized terms used
herein have the meanings assigned in the 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.

                  Pursuant to the terms of the Agreement, distributions will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (a "Distribution Date"), commencing on
the First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the 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 the Holders of Class P Certificates on such Distribution
Date pursuant to the Agreement.

                  All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Trustee by
wire transfer in immediately available funds to the account of the Person
entitled thereto if such Person shall have so notified the Trustee in writing at
least five Business Days prior to the Record Date immediately prior to



                                     A-P-2
<PAGE>


such Distribution Date or otherwise by check mailed by first class mail to the
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register. Notwithstanding the above, the final distribution on
this Certificate will be made after due notice by the Trustee of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency appointed by the Trustee for that purpose as provided in
the Agreement.

                  This Certificate is one of a duly authorized issue of
Certificates designated as Asset-Backed Pass-Through Certificates of the Series
specified on the face hereof (herein called the "Certificates") and representing
a Percentage Interest in the Class of Certificates specified on the face hereof
equal to the denomination specified on the face hereof divided by the aggregate
Certificate Principal Balance of the Class of Certificates specified on the face
hereof.

                  The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.

                  The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor, the Master Servicer, the Trustee and the rights of
the Certificateholders under the Agreement at any time by the Depositor, the
Master Servicer and the Trustee with the consent of the Holders of Certificates
entitled to at least 66% of the Voting Rights. 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 herefor or in lieu hereof whether or not notation
of such consent is made upon this Certificate. The Agreement also permits the
amendment thereof, in certain limited circumstances, without the consent of the
Holders of any of the Certificates.

                  As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for registration
of transfer at the offices or agencies appointed by the Trustee as provided in
the Agreement, duly endorsed by, or accompanied by an assignment in the form
below or other 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 evidencing the same
aggregate Percentage Interest will be issued to the designated transferee or
transferees.

                  The Certificates are issuable in fully registered form only
without coupons in Classes and denominations representing Percentage Interests
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 evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.



                                     A-P-3
<PAGE>


                  No transfer of this Certificate shall be made unless the
transfer is made pursuant to an effective registration statement under the
Securities Act of 1933, as amended (the "1933 Act"), and an effective
registration or qualification under applicable state securities laws, or is made
in a transaction that does not require such registration or qualification. In
the event that such a transfer of this Certificate is to be made without
registration or qualification, the Trustee and the Certificate Registrar shall
require receipt of (i) if such transfer is purportedly being made in reliance
upon Rule 144A under the 1933 Act, written certifications from the Holder of the
Certificate desiring to effect the transfer, and from such Holder's prospective
transferee, substantially in the forms attached to the Agreement as Exhibit F-1,
and (ii) in all other cases, an Opinion of Counsel satisfactory to it that such
transfer may be made without such registration or qualification (which Opinion
of Counsel shall not be an expense of the Trust Fund or of the Depositor, the
Trustee or the Master Servicer in their respective capacities as such), together
with copies of the written certification(s) of the Holder of the Certificate
desiring to effect the transfer and/or such Holder's prospective transferee upon
which such Opinion of Counsel is based. None of the Depositor, the Certificate
Registrar or the Trustee is obligated to register or qualify the Class of
Certificates specified on the face hereof under the 1933 Act or any other
securities law or to take any action not otherwise required under the Agreement
to permit the transfer of such Certificates without registration or
qualification. Any Holder desiring to effect a transfer of this Certificate
shall be required to indemnify the Trustee, the Depositor, the Certificate
Registrar and the Master Servicer against any liability that may result if the
transfer is not so exempt or is not made in accordance with such federal and
state laws.

                  No transfer of this Certificate to a Plan subject to ERISA or
Section 4975 of the Code, any Person acting, directly or indirectly, on behalf
of any such Plan or any Person using "Plan Assets" to acquire this Certificate
shall be made except in accordance with Section 5.02(c) of the Agreement.

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

                  The Depositor, the Master Servicer, the Trustee and the
Certificate Registrar and any agent of the Depositor, the Master Servicer, the
Trustee or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the
Depositor, the Master Servicer, the Trustee, the Certificate Registrar nor any
such agent shall be affected by notice to the contrary.

                  The obligations created by the Agreement and the Trust Fund
created thereby shall terminate upon payment to the Certificateholders of all
amounts held by the Trustee and required to be paid to them pursuant to the
Agreement following the earlier of (i) the final payment or other liquidation
(or any advance with respect thereto) of the last Mortgage Loan remaining in
REMIC I, and (ii) the purchase by the party designated in the Agreement at a
price determined as provided in the Agreement from REMIC I of all the Mortgage
Loans and all property acquired in respect of such Mortgage Loans. The Agreement
permits, but does not require, the party designated in the Agreement to purchase
from REMIC I all the Mortgage Loans and all property acquired in respect of any
Mortgage Loan at a price determined as



                                     A-P-4
<PAGE>


provided in the Agreement. The exercise of such right will effect early
retirement of the Certificates; however, such right cannot be exercised until
the Optional Termination Date.

                  The recitals contained herein shall be taken as statements of
the Depositor and the Trustee assumes no responsibility for their correctness.

                  Unless the certificate of authentication hereon has been
executed by the Certificate Registrar, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.



                                     A-P-5
<PAGE>


                  IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly executed.


Dated: _______________, 2005


                                                   DEUTSCHE BANK NATIONAL
                                                   TRUST COMPANY
                                                   as Trustee


                                                   By:__________________________
                                                          Authorized Officer




                          CERTIFICATE OF AUTHENTICATION

                  This is one of the Certificates referred to in the
within-mentioned Agreement.


                                                   DEUTSCHE BANK NATIONAL
                                                   TRUST COMPANY
                                                   as Certificate Registrar


                                                   By:__________________________
                                                          Authorized Signatory



                                     A-P-6
<PAGE>


                                  ABBREVIATIONS

                  The following abbreviations, when used in the inscription on
the face of this instrument, shall be construed as though they were written out
in full according to applicable laws or regulations:


  TEN COM -  as tenants in common         UNIF GIFT MIN ACT -       CUSTODIAN
                                                               -----------------
                                                                (Cust)   (Minor)
  TEN ENT -  as tenants by the                                    under Uniform
             entireties                                          Gifts to Minors
                                                                       Act
  JT TEN  -  as joint tenants with                              ________________
             right if survivorship and                               (State)
             not as tenants in common


                  Additional abbreviations may also be used though not in the
above list.


                                   ASSIGNMENT

                  FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto _________________________________________________________
______________________________________________________________________________
______________________________________________________________________________

(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee)

a Percentage Interest equal to____% evidenced by the within Asset-Backed Pass-
Through Certificate and hereby authorize(s) the registration of transfer of such
interest to assignee on the Certificate Register of the Trust Fund.

                  I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee
and deliver such Certificate to the following address:


Dated:


                                       _____________________________________
                                       Signature by or on behalf of assignor


                                       _____________________________________
                                                 Signature Guaranteed



                                     A-P-7
<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 name above, or _____________________________________, as its agent.



                                     A-P-8
<PAGE>


                                   EXHIBIT A-R

                           FORM OF CLASS R CERTIFICATE

         THIS CERTIFICATE MAY NOT BE TRANSFERRED TO A NON- UNITED STATES PERSON.

         SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
         "RESIDUAL INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT"
         ("REMIC"), AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G
         AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").

         THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
         SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE
         AND MAY NOT BE RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT
         TO SUCH ACT AND LAWS OR IS SOLD OR TRANSFERRED IN TRANSACTIONS THAT ARE
         EXEMPT FROM REGISTRATION UNDER SUCH ACT AND UNDER APPLICABLE STATE LAW
         AND IS TRANSFERRED IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF
         THE AGREEMENT.

         ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE
         MADE ONLY IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE
         POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

         NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER
         RETIREMENT ARRANGEMENT (EACH A "PLAN") SUBJECT TO THE EMPLOYEE
         RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR THE
         CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE PROCEDURES
         DESCRIBED HEREIN.



                                     A-R-1
<PAGE>


         ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE
         MADE ONLY IF THE PROPOSED TRANSFEREE PROVIDES (I) AN AFFIDAVIT TO THE
         TRUSTEE THAT (A) SUCH TRANSFEREE IS NOT (1) THE UNITED STATES OR ANY
         POSSESSION THEREOF, 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) THAT 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 (ANY SUCH
         PERSON DESCRIBED IN THE FOREGOING CLAUSES (1), (2) OR (3) SHALL
         HEREINAFTER BE REFERRED TO AS A "DISQUALIFIED ORGANIZATION") OR (4) AN
         AGENT OF A DISQUALIFIED ORGANIZATION AND (B) NO PURPOSE OF SUCH
         TRANSFER IS TO IMPEDE THE ASSESSMENT OR COLLECTION OF TAX, AND (II)
         SUCH TRANSFEREE SATISFIES CERTAIN ADDITIONAL CONDITIONS RELATING TO THE
         FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE. NOTWITHSTANDING THE
         REGISTRATION IN THE CERTIFICATE REGISTER OF ANY TRANSFER, SALE OR OTHER
         DISPOSITION OF THIS CERTIFICATE TO A DISQUALIFIED ORGANIZATION OR AN
         AGENT OF A DISQUALIFIED ORGANIZATION, SUCH REGISTRATION SHALL BE DEEMED
         TO BE OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT
         BE DEEMED TO BE A CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER,
         INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS
         CERTIFICATE. EACH HOLDER OF THIS CERTIFICATE BY ACCEPTANCE HEREOF SHALL
         BE DEEMED TO HAVE CONSENTED TO THE PROVISIONS OF THIS PARAGRAPH AND THE
         PROVISIONS OF SECTION 5.02(D) OF THE POOLING AND SERVICING AGREEMENT
         REFERRED TO HEREIN. ANY PERSON THAT IS A DISQUALIFIED ORGANIZATION IS
         PROHIBITED FROM ACQUIRING BENEFICIAL OWNERSHIP OF THIS CERTIFICATE.



                                     A-R-2
<PAGE>


<TABLE>
<CAPTION>
<S>                                                         <C>
Series 2005-R2, Class R                                     Aggregate  Percentage Interest of the Class R Certificates
                                                            as of the Issue Date: 100% Percentage Interest

Date of Pooling and Servicing Agreement and                 Denomination: 100% Percentage Interest
Cut-off  Date: March 1, 2005

First Distribution Date: April 25, 2005                     Master Servicer: Ameriquest Mortgage Company

No. 1                                                       Trustee: Deutsche Bank National Trust Company

                                                            Issue Date: March 24, 2005
</TABLE>


                      ASSET-BACKED PASS-THROUGH CERTIFICATE

evidencing a beneficial ownership interest in a Trust Fund (the "Trust Fund")
consisting primarily of a pool of conventional one- to four-family
adjustable-rate and fixed-rate first lien mortgage loans (the "Mortgage Loans")
formed and sold by


                       AMERIQUEST MORTGAGE SECURITIES INC.

         THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
         AMERIQUEST MORTGAGE SECURITIES INC., THE MASTER SERVICER, THE TRUSTEE
         OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE
         UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
         INSTRUMENTALITY OF THE UNITED STATES.

                  This certifies that Ameriquest Mortgage Company is the
registered owner of a Percentage Interest specified above in that certain
beneficial ownership interest evidenced by all the Class R Certificates in a
REMIC created pursuant to a Pooling and Servicing Agreement, dated as specified
above (the "Agreement"), among Ameriquest Mortgage Securities Inc. (hereinafter
called the "Depositor," which term includes any successor entity under the
Agreement), the Master Servicer and the Trustee, a summary of certain of the
pertinent provisions of which is set forth hereafter. To the extent not defined
herein, the capitalized terms used herein have the meanings assigned in the
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.

                  Pursuant to the terms of the Agreement, distributions will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (a "Distribution Date"), commencing on
the First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be



                                     A-R-3
<PAGE>


distributed to the Holders of Class R Certificates on such Distribution Date
pursuant to the Agreement.

                  All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Trustee by
wire transfer in immediately available funds to the account of the Person
entitled thereto if such Person shall have so notified the Trustee in writing at
least five Business Days prior to the Record Date immediately prior to such
Distribution Date or otherwise by check mailed by first class mail to the
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register. Notwithstanding the above, the final distribution on
this Certificate will be made after due notice by the Trustee of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency appointed by the Trustee for that purpose as provided in
the Agreement.

                  This Certificate is one of a duly authorized issue of
Certificates designated as Asset-Backed Pass-Through Certificates of the Series
specified on the face hereof (herein called the "Certificates") and representing
a Percentage Interest in the Class of Certificates specified on the face hereof
equal to the denomination specified on the face hereof divided by the aggregate
Certificate Principal Balance of the Class of Certificates specified on the face
hereof.

                  The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.

                  The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor, the Master Servicer, the Trustee and the rights of
the Certificateholders under the Agreement at any time by the Depositor, the
Master Servicer and the Trustee with the consent of the Holders of Certificates
entitled to at least 66% of the Voting Rights. 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 herefor or in lieu hereof whether or not notation
of such consent is made upon this Certificate. The Agreement also permits the
amendment thereof, in certain limited circumstances, without the consent of the
Holders of any of the Certificates.

                  As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for registration
of transfer at the offices or agencies appointed by the Trustee as provided in
the Agreement, duly endorsed by, or accompanied by an assignment in the form
below or other 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 evidencing the same
aggregate Percentage Interest will be issued to the designated transferee or
transferees.



                                     A-R-4
<PAGE>


                  The Certificates are issuable in fully registered form only
without coupons in Classes and denominations representing Percentage Interests
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 evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.

                  No transfer of this Certificate shall be made unless the
transfer is made pursuant to an effective registration statement under the
Securities Act of 1933, as amended (the "1933 Act"), and an effective
registration or qualification under applicable state securities laws, or is made
in a transaction that does not require such registration or qualification. In
the event that such a transfer of this Certificate is to be made without
registration or qualification, the Trustee and the Certificate Registrar shall
require receipt of (i) if such transfer is purportedly being made in reliance
upon Rule 144A under the 1933 Act, written certifications from the Holder of the
Certificate desiring to effect the transfer, and from such Holder's prospective
transferee, substantially in the forms attached to the Agreement as Exhibit F-1,
and (ii) in all other cases, an Opinion of Counsel satisfactory to it that such
transfer may be made without such registration or qualification (which Opinion
of Counsel shall not be an expense of the Trust Fund or of the Depositor, the
Trustee or the Master Servicer in their respective capacities as such), together
with copies of the written certification(s) of the Holder of the Certificate
desiring to effect the transfer and/or such Holder's prospective transferee upon
which such Opinion of Counsel is based. None of the Depositor, the Certificate
Registrar or the Trustee is obligated to register or qualify the Class of
Certificates specified on the face hereof under the 1933 Act or any other
securities law or to take any action not otherwise required under the Agreement
to permit the transfer of such Certificates without registration or
qualification. Any Holder desiring to effect a transfer of this Certificate
shall be required to indemnify the Trustee, the Depositor, the Certificate
Registrar and the Master Servicer against any liability that may result if the
transfer is not so exempt or is not made in accordance with such federal and
state laws.

                  No transfer of this Certificate to a Plan subject to ERISA or
Section 4975 of the Code, any Person acting, directly or indirectly, on behalf
of any such Plan or any Person using "Plan Assets" to acquire this Certificate
shall be made except in accordance with Section 5.02(c) of the Agreement.

                  Prior to registration of any transfer, sale or other
disposition of this Certificate, the proposed transferee shall provide to the
Trustee (i) an affidavit to the effect that such transferee is any Person other
than a Disqualified Organization or the agent (including a broker, nominee or
middleman) of a Disqualified Organization, and (ii) a certificate that
acknowledges that (A) the Class R Certificates have been designated as a
residual interest in a REMIC, (B) it will include in its income a PRO RATA share
of the net income of the Trust Fund and that such income may be an "excess
inclusion," as defined in the Code, that, with certain exceptions, cannot be
offset by other losses or benefits from any tax exemption, and (C) it expects to
have the financial means to satisfy all of its tax obligations including those
relating to holding the Class R Certificates. Notwithstanding the registration
in the Certificate Register of any transfer, sale or other disposition of this
Certificate to a Disqualified Organization or an agent (including a broker,
nominee or middleman) of a Disqualified Organization, such registration shall be
deemed to be of no legal force or effect whatsoever and such Person shall not be
deemed to be a Certificateholder for any purpose, including, but not limited to,
the receipt of distributions in respect of this Certificate.



                                     A-R-5
<PAGE>


                  The Holder of this Certificate, by its acceptance hereof,
shall be deemed to have consented to the provisions of Section 5.02 of the
Agreement and to any amendment of the Agreement deemed necessary by counsel of
the Depositor to ensure that the transfer of this Certificate to any Person
other than a Permitted Transferee or any other Person will not cause the Trust
Fund to cease to qualify as a REMIC or cause the imposition of a tax upon the
REMIC.

                  No transfer of this Certificate to a Plan subject to ERISA or
Section 4975 of the Code, any Person acting, directly or indirectly, on behalf
of any such Plan or any Person using "Plan Assets" to acquire this Certificate
shall be made except in accordance with Section 5.02(c) of the Agreement.

                  No service charge will be made for any such registration of
transfer or exchange of Certificates, but the Trustee may require payment of a
sum sufficient to cover any tax or other governmental charge that may be imposed
in connection with any transfer or exchange of Certificates.

                  The Depositor, the Master Servicer, the Trustee and the
Certificate Registrar and any agent of the Depositor, the Master Servicer, the
Trustee or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the
Depositor, the Master Servicer, the Trustee, the Certificate Registrar nor any
such agent shall be affected by notice to the contrary.

                  The obligations created by the Agreement and the Trust Fund
created thereby shall terminate upon payment to the Certificateholders of all
amounts held by the Trustee and required to be paid to them pursuant to the
Agreement following the earlier of (i) the final payment or other liquidation
(or any advance with respect thereto) of the last Mortgage Loan remaining in
REMIC I, and (ii) the purchase by the party designated in the Agreement at a
price determined as provided in the Agreement from REMIC I of all the Mortgage
Loans and all property acquired in respect of such Mortgage Loans. The Agreement
permits, but does not require, the party designated in the Agreement to purchase
from REMIC I all the Mortgage Loans and all property acquired in respect of any
Mortgage Loan at a price determined as provided in the Agreement. The exercise
of such right will effect early retirement of the Certificates; however, such
right cannot be exercised until the Optional Termination Date.

                  The recitals contained herein shall be taken as statements of
the Depositor and the Trustee assumes no responsibility for their correctness.

                  Unless the certificate of authentication hereon has been
executed by the Certificate Registrar, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.



                                     A-R-6
<PAGE>


                  IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly executed.


Dated: _______________, 2005


                                                   DEUTSCHE BANK NATIONAL
                                                   TRUST COMPANY
                                                   as Trustee


                                                   By:__________________________
                                                          Authorized Officer




                          CERTIFICATE OF AUTHENTICATION

                  This is one of the Certificates referred to in the
within-mentioned Agreement.


                                                   DEUTSCHE BANK NATIONAL
                                                   TRUST COMPANY
                                                   as Certificate Registrar


                                                   By:__________________________
                                                          Authorized Signatory



                                     A-R-7
<PAGE>


                                  ABBREVIATIONS

                  The following abbreviations, when used in the inscription on
the face of this instrument, shall be construed as though they were written out
in full according to applicable laws or regulations:


  TEN COM -  as tenants in common         UNIF GIFT MIN ACT -       CUSTODIAN
                                                               -----------------
                                                                (Cust)   (Minor)
  TEN ENT -  as tenants by the                                    under Uniform
             entireties                                          Gifts to Minors
                                                                       Act
  JT TEN  -  as joint tenants with                              ________________
             right if survivorship and                               (State)
             not as tenants in common


                  Additional abbreviations may also be used though not in the
above list.


                                   ASSIGNMENT

                  FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto _________________________________________________________
______________________________________________________________________________
______________________________________________________________________________

(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee)

a Percentage Interest equal to____% evidenced by the within Asset-Backed Pass-
Through Certificate and hereby authorize(s) the registration of transfer of such
interest to assignee on the Certificate Register of the Trust Fund.

                  I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee
and deliver such Certificate to the following address:


Dated:


                                       _____________________________________
                                       Signature by or on behalf of assignor


                                       _____________________________________
                                                 Signature Guaranteed



                                     A-R-8
<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 name above, or _____________________________________, as its agent.



                                     A-R-9
<PAGE>


                                    EXHIBIT B

                           FORM OF LOST NOTE AFFIDAVIT

Loan #: _______________
Borrower: _____________

                               LOST NOTE AFFIDAVIT

                  I, as ____________________ of ______________________, a
_______________ corporation am authorized to make this Affidavit on behalf of
_____________________ (the "Seller"). In connection with the administration of
the Mortgage Loans held by ____________________, a _________________ corporation
as Seller on behalf of Ameriquest Mortgage Securities Inc. (the "Purchaser"),
_____________________ (the "Deponent"), being duly sworn, deposes and says that:

         1.       The Seller's address is: _____________________
                                           _____________________
                                           _____________________

         2.       The Seller previously delivered to the Purchaser a signed
Initial Certification with respect to such Mortgage and/or Assignment of
Mortgage;

         3.       Such Mortgage Note and/or Assignment of Mortgage was assigned
or sold to the Purchaser by ________________________, a ____________ corporation
pursuant to the terms and provisions of a Mortgage Loan Purchase Agreement dated
as of __________ __, _____;

         4.       Such Mortgage Note and/or Assignment of Mortgage is not
outstanding pursuant to a request for release of Documents;

         5.       Aforesaid Mortgage Note and/or Assignment of Mortgage (the
"Original") has been lost;

         6.       Deponent has made or caused to be made a diligent search for
the Original and has been unable to find or recover same;

         7.       The Seller was the Seller of the Original at the time of the
loss; and

         8.       Deponent agrees that, if said Original should ever come into
Seller's possession, custody or power, Seller will immediately and without
consideration surrender the Original to the Purchaser.

         9.       Attached hereto is a true and correct copy of (i) the Note,
endorsed in blank by the Mortgagee and (ii) the Mortgage or Deed of Trust
(strike one) which secures the Note, which Mortgage or Deed of Trust is recorded
in the county where the property is located.

         10.      Deponent hereby agrees that the Seller (a) shall indemnify and
hold harmless the Purchaser, its successors and assigns, against any loss,
liability or damage, including reasonable attorney's fees, resulting from the
unavailability of any Notes, including but not limited to any



                                      B-1
<PAGE>


loss, liability or damage arising from (i) any false statement contained in this
Affidavit, (ii) any claim of any party that has already purchased a mortgage
loan evidenced by the Lost Note or any interest in such mortgage loan, (iii) any
claim of any borrower with respect to the existence of terms of a mortgage loan
evidenced by the Lost Note on the related property to the fact that the mortgage
loan is not evidenced by an original note and (iv) the issuance of a new
instrument in lieu thereof (items (i) through (iv) above hereinafter referred to
as the "Losses") and (b) if required by any Rating Agency in connection with
placing such Lost Note into a Pass-Through Transfer, shall obtain a surety from
an insurer acceptable to the applicable Rating Agency to cover any Losses with
respect to such Lost Note.

         11.      This Affidavit is intended to be relied upon by the Purchaser,
its successors and assigns. _____________________, a ______________ corporation
represents and warrants that it has the authority to perform its obligations
under this Affidavit of Lost Note.


Executed this ____ day, of ___________ ______.


                                                   SELLER

                                                   By:_________________________
                                                         Authorized Officer

                                                   Title:




                  On this _____ day of ________, _____, before me appeared
_________________ to me personally known, who being duly sworn did say that he
is the _____________________ of ____________________ a ______________
corporation and that said Affidavit of Lost Note was signed and sealed on behalf
of such corporation and said acknowledged this instrument to be the free act and
deed of said corporation.


                                                   Signature:

                                                   [Seal]



                                      B-2
<PAGE>


                                   EXHIBIT C-1

                     FORM OF TRUSTEE'S INITIAL CERTIFICATION

                                                            [Date]

Ameriquest Mortgage Securities Inc.
1100 Town & Country Road, Suite 1100
Orange, California 92868

Ameriquest Mortgage Company
1100 Town & Country Road
Orange, California 92868

         Re:      Pooling and Servicing Agreement, dated as of March 1, 2005,
                  among Ameriquest Mortgage Securities Inc., Ameriquest Mortgage
                  Company and Deutsche Bank National Trust Company, Asset-Backed
                  Pass-Through CERTIFICATES, SERIES 2005-R2

Ladies and Gentlemen:

                  Pursuant to Section 2.01 of the Pooling and Servicing
Agreement, dated as of March 1, 2005, among Ameriquest Mortgage Securities Inc.
as Depositor, Ameriquest Mortgage Company, as master servicer and Deutsche Bank
National Trust Company as trustee, we hereby acknowledge 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 constituting part of such Mortgage File (other than such documents
described in Section 2.01(v)) required to be delivered to it pursuant to this
Agreement are in its possession, (ii) such documents have been reviewed by it or
such Custodian and are not mutilated, torn or defaced unless initialed by the
related borrower and relate to such Mortgage Loan, (iii) based on its or the
Custodian's examination and only as to the foregoing, the information set forth
in the Mortgage Loan Schedule that corresponds to items (1) through (3), (6),
(9), (10), (13), (15) and (19) of the definition of "Mortgage Loan Schedule"
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 above-referenced Pooling and Servicing Agreement. The Trustee
makes no representations as to: (i) the validity, legality, sufficiency,
recordability, enforceability or genuineness of any of the documents contained
in the Mortgage File of any of the Mortgage Loans identified on the Mortgage
Loan Schedule, or (ii) the collectability, insurability, perfection, priority,
effectiveness or suitability of any such Mortgage Loan.

                  The Trustee was under no duty or obligation (i) to inspect,
review or examine any such documents, instruments, certificates or other papers
to determine whether they are genuine, enforceable, or appropriate for the
represented purpose or whether they have actually been recorded or that they are
other than what they purport to be on their face or (ii) to determine



                                     C-1-1
<PAGE>


whether any Mortgage File should include any of the documents specified in
clause (v) of Section 2.01.

                  Capitalized terms used but not defined herein shall have the
meanings assigned to them in the Pooling and Servicing Agreement.


                                                   DEUTSCHE BANK NATIONAL TRUST
                                                   COMPANY, as Trustee


                                                   By:________________________
                                                   Name:
                                                   Title:



                                     C-1-2
<PAGE>


                                   EXHIBIT C-2

                      FORM OF TRUSTEE'S FINAL CERTIFICATION

                                                           [Date]

Ameriquest Mortgage Securities Inc.
1100 Town & Country Road, Suite 1100
Orange, California 92868

Ameriquest Mortgage Company
1100 Town & Country Road
Orange, California 92868

         Re:      Pooling and Servicing Agreement, dated as of March 1, 2005,
                  among Ameriquest Mortgage Securities Inc., Ameriquest Mortgage
                  Company and Deutsche Bank National Trust Company, Asset-Backed
                  Pass-Through CERTIFICATES, SERIES 2005-R2.

Ladies and Gentlemen:

                  In accordance with Section 2.02 of the above-captioned 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 attachment hereto), it or a
Custodian on its behalf has received each of the documents listed in Section
2.01.

                  The Trustee has made no independent examination of any
documents contained in each Mortgage File beyond the review specifically
required in the above-referenced Pooling and Servicing Agreement. The Trustee
makes no representations as to: (i) the validity, legality, sufficiency,
recordability, enforceability or genuineness of any of the documents contained
in the Mortgage File of any of the Mortgage Loans identified on the Mortgage
Loan Schedule, or (ii) the collectability, insurability, perfection, priority,
effectiveness or suitability of any such Mortgage Loan.

                  Capitalized words and phrases used herein shall have the
respective meanings assigned to them in the above-captioned Pooling and
Servicing Agreement.


                                                   DEUTSCHE BANK NATIONAL TRUST
                                                   COMPANY, as Trustee


                                                   By:_________________________
                                                   Name:
                                                   Title:



                                     C-2-1
<PAGE>


                                   EXHIBIT C-3

                   FORM OF TRUSTEE'S RECEIPT OF MORTGAGE NOTE

                                                       [Date]

Ameriquest Mortgage Securities Inc.
1100 Town & Country Road
Orange, California 92868

Ameriquest Mortgage Company
1100 Town & Country Road
Orange, California 92868

         Re:      Pooling and Servicing Agreement, dated as of March 1, 2005,
                  among Ameriquest Mortgage Securities Inc., Ameriquest Mortgage
                  Company and Deutsche Bank National Trust Company, Asset-Backed
                  Pass-Through CERTIFICATES, SERIES 2005-R2

Ladies and Gentlemen:

                  Pursuant to Section 2.01 of the above-captioned Pooling and
Servicing Agreement, we hereby acknowledge the receipt of the original Mortgage
Note for each Mortgage Loan with any exceptions thereto listed on Exhibit 1.

                  Capitalized terms used but not defined herein shall have the
meanings assigned to them in the above-captioned Pooling and Servicing
Agreement.


                                                   DEUTSCHE BANK NATIONAL TRUST
                                                   COMPANY, as Trustee


                                                   By:_________________________
                                                   Name:
                                                   Title:



                                     C-3-1
<PAGE>


                                    EXHIBIT D

                    FORM OF MORTGAGE LOAN PURCHASE AGREEMENT






                                      D-1
<PAGE>


                        MORTGAGE LOAN PURCHASE AGREEMENT

                  This is a Mortgage Loan Purchase Agreement (the "Agreement"),
dated March 18, 2005, between Ameriquest Mortgage Company, a Delaware
corporation (the "Seller"), and Ameriquest Mortgage Securities Inc., a Delaware
corporation (the "Purchaser").


                              PRELIMINARY STATEMENT

                  The Seller intends to sell the Mortgage Loans (as hereinafter
defined) to the Purchaser on the terms and subject to the conditions set forth
in this Agreement. The Purchaser shall deposit the Mortgage Loans into a
mortgage pool constituting the Trust Fund. The Trust Fund will be evidenced by a
single series of asset-backed pass-through certificates designated as Series
2005-R2 (the "Certificates"). The Certificates will consist of twenty-two
classes of certificates. The Class CE Certificates, the Class P Certificates and
the Class R Certificates (collectively, the "Non-Offered Certificates") will be
delivered to the Seller or its designee as partial consideration for the
Mortgage Loans as further described below.

                  The Certificates will be issued pursuant to a Pooling and
Servicing Agreement relating to the Series 2005-R2 Certificates, dated as of
March 1, 2005 (the "Pooling and Servicing Agreement"), among the Purchaser as
depositor (in such capacity, the "Depositor"), the Seller as master servicer (in
such capacity the "Master Servicer") and Deutsche Bank National Trust Company as
trustee (the "Trustee"). Pursuant to the Pooling and Servicing Agreement, the
Depositor will assign all of its right, title and interest in and to the
Mortgage Loans, together with its rights under this Agreement, to the Trustee
for the benefit of the Certificateholders. Capitalized terms used but not
defined herein shall have the meanings set forth in the Pooling and Servicing
Agreement.

                  The parties hereto agree as follows:

                  SECTION 1. AGREEMENT TO PURCHASE. The Seller hereby sells, and
the Purchaser hereby purchases, as of March 24, 2005 (the "Closing Date"),
certain adjustable-rate and fixed-rate conventional, one- to four-family,
residential mortgage loans (the "Mortgage Loans"), having an aggregate principal
balance as of the close of business on March 1, 2005 (the "Cut-off Date") of
$1,200,000,437.10, after giving effect to all payments due on the Mortgage Loans
on or before the Cut-off Date (the "Closing Balance"), whether or not received,
including the right to any Prepayment Charges collected after the Cut-off Date
from the Mortgagors in connection with any Principal Prepayments on the Mortgage
Loans. Any payments (including Prepayment Charges) collected on or before the
Cut-off Date, including all scheduled payments of principal and interest due on
or before the Cut-off Date and collected after the Cut-off Date, shall belong to
the Seller. In addition to the sale of the Mortgage Loans, the Seller will cause
the Cap Contracts to be transferred to the Purchaser.

                  SECTION 2. MORTGAGE LOAN SCHEDULE AND PREPAYMENT CHARGE
SCHEDULE. The Purchaser and the Seller have agreed upon which of the mortgage
loans owned by the Seller are to be purchased by the Purchaser pursuant to this
Agreement, and the Seller shall prepare or cause to be prepared on or prior to
the Closing Date a final schedule (the "Closing Schedule")

<PAGE>


describing such Mortgage Loans and setting forth all of the Mortgage Loans to be
purchased under this Agreement. The Closing Schedule shall conform to the
requirements set forth in this Agreement and to the definition of "Mortgage Loan
Schedule" under the Pooling and Servicing Agreement. The Closing Schedule shall
be used as the Mortgage Loan Schedule under the Pooling and Servicing Agreement.
The Seller shall also prepare or cause to be prepared on or prior to the Closing
Date a final schedule (the "Prepayment Charge Schedule") setting forth each
Mortgage Loan containing a Prepayment Charge and conforming to the definition of
Prepayment Charge Schedule under the Pooling and Servicing Agreement.

                  SECTION 3. CONSIDERATION.

                  (a)      In consideration for the Mortgage Loans to be
purchased hereunder, the Purchaser shall, as described in Section 8, (i) pay to
or upon the order of the Seller in immediately available funds an amount equal
to the net sale proceeds of the Class A and Mezzanine Certificates and (ii)
deliver to the Seller or its designee the Non-Offered Certificates.

                  (b)      Reserved.

                  SECTION 4. Transfer of the Mortgage Loans.

                  (a)      POSSESSION OF MORTGAGE FILES. The Seller does hereby
sell to the Purchaser, without recourse but subject to the terms of this
Agreement, all of its rights, title and interest in, to and under the Mortgage
Loans, including the related Prepayment Charges collected after the Cut-off
Date. The contents of each Mortgage File not delivered to the Purchaser or to
any assignee, transferee or designee of the Purchaser on or prior to the Closing
Date are and shall be held in trust by the Seller for the benefit of the
Purchaser or any assignee, transferee or designee of the Purchaser. Upon the
sale and contribution of the Mortgage Loans the ownership of each Mortgage Note,
the related Mortgage and the other contents of the related Mortgage File is
vested in the Purchaser and the ownership of all records and documents with
respect to the related Mortgage Loan prepared by or that come into the
possession of the Seller on or after the Closing Date shall immediately vest in
the Purchaser and shall be delivered immediately to the Purchaser or as
otherwise directed by the Purchaser.

                  (b)      DELIVERY OF MORTGAGE LOAN DOCUMENTS. The Seller will,
on or prior to the Closing Date, deliver or cause to be delivered to the
Purchaser or any assignee, transferee or designee of the Purchaser each of the
following documents for each Mortgage Loan:

                           (1)      the original Mortgage Note, endorsed in
         blank without recourse or in the following form: "Pay to the order of
         Deutsche Bank National Trust Company, as Trustee under the applicable
         agreement, without recourse," with all prior and intervening
         endorsements showing a complete chain of endorsement from the
         originator to the Person so endorsing to the Trustee, or with respect
         to any lost Mortgage Note, an original Lost Note Affidavit; 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 2.00% of the Pool Balance as of the Cut-off Date;



                                       2
<PAGE>

                           (2)      the original Mortgage with evidence of
         recording thereon, and a copy, certified by the appropriate recording
         office, of the recorded power of attorney, if the Mortgage was executed
         pursuant to a power of attorney, with evidence of recording thereon;

                           (3)      an original Assignment assigned in blank,
         without recourse;

                           (4)      the original recorded intervening Assignment
         or Assignments showing a complete chain of assignment from the
         originator to the Person assigning the Mortgage to the Trustee as
         contemplated by the immediately preceding clause (iii) or the original
         unrecorded intervening Assignments;

                           (5)      the original or copies of each assumption,
         modification, written assurance or substitution agreement, if any; and

                           (6)      the original lender's title insurance policy
         or an attorney's opinion of title or similar guarantee of title
         acceptable to mortgage lenders generally in the jurisdiction where the
         Mortgaged Property is located, together with all endorsements or riders
         which were issued with or subsequent to the issuance of such policy,
         insuring the priority of the Mortgage as a first lien on the Mortgaged
         Property represented therein as a fee interest vested in the Mortgagor,
         or in the event such original title policy is unavailable, a written
         commitment or uniform binder or preliminary report of title issued by
         the title insurance or escrow company.

                  If any document referred to in Section 4(b)(2), 4(b)(3) or
4(b)(4) 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 hereunder shall be deemed to have been satisfied upon
(1) delivery by or on behalf of the Seller promptly upon receipt thereof to the
Purchaser or any assignee, transferee or designee of the Purchaser of either the
original or a copy of such document certified by the Seller in the case of (x)
above or the public recording office in the case of (y) above to be a true and
complete copy of the recorded original thereof and (2) if such delivered copy is
certified by the Seller, then in addition thereto, delivery promptly upon
receipt thereof of either the original or a copy of such document certified by
the public recording office to be a true and complete copy of the original. In
the event that the original lender's title insurance policy has not yet been
issued, the Seller shall deliver to the Purchaser or any assignee, transferee or
designee of the Purchaser a written commitment or interim binder or preliminary
report of title issued by the title insurance or escrow company. Promptly upon
receipt by the Seller of any such original title insurance policy the Seller
shall deliver such to the Purchaser or any assignee, transferee or designee of
the Purchaser.

                  The Seller shall promptly (and in no event later than thirty
(30) Business Days, subject to extension upon mutual agreement between the
Seller and the Trustee, following the later of (i) the Closing Date, (ii) the
date on which the Seller receives the Assignment from the Trustee and (iii) the
date of receipt by the Seller of the recording information for a Mortgage)
submit or cause to be submitted for recording, at no expense to the Trust Fund
or the Trustee, in the appropriate public office for real property records, each
Assignment referred to in (3) and (4)



                                       3
<PAGE>


above and shall execute each original Assignment referred to in (3) in the
following form: "Deutsche Bank National Trust Company, as Trustee under the
applicable agreement". In the event that any such Assignment is lost or returned
unrecorded because of a defect therein, the Seller shall promptly prepare or
cause to be prepared a substitute Assignment or cure or cause to be cured such
defect, as the case may be, and thereafter cause each such Assignment to be duly
recorded. Notwithstanding the foregoing, however, for administrative convenience
and facilitation of servicing and to reduce closing costs, so long as
recordation of an Assignment is not necessary to protect the Trustee's and the
Certificateholders' interests in the related Mortgage Loan under the laws of the
jurisdiction in which the related Mortgaged Property is located, the Assignments
shall not be required to be submitted for recording (except with respect to any
Mortgage Loan located in Maryland) unless such failure to record would result in
a withdrawal or a downgrading by any Rating Agency of the rating on any Class of
Certificates; provided further, however, each Assignment shall be submitted for
recording by the Seller (at the direction of the Master Servicer) in the manner
described above, at no expense to the Trust Fund or the Trustee, upon the
earliest to occur of: (i) reasonable direction by Holders of Certificates
entitled to at least 25% of the Voting Rights or the NIMS Insurer, (ii) a
failure of the Master Servicer Termination Test as set forth in the Pooling and
Servicing Agreement, (iii) the occurrence of the bankruptcy or insolvency of the
Seller, (iv) the occurrence of a servicing transfer as described in Section 7.02
of the Pooling and Servicing Agreement and (v) if the Seller is not the Master
Servicer and with respect to any one assignment or Mortgage, the occurrence of a
bankruptcy, insolvency or foreclosure relating to the Mortgagor under the
related Mortgage.

                  Each original document relating to any Mortgage Loan which is
not delivered to the Purchaser or its assignee, transferee or designee, if held
by the Seller, shall be so held for the benefit of the Purchaser or its
assignee, transferee or designee.

                  (c)      ACCEPTANCE OF MORTGAGE LOANS. The documents delivered
pursuant to Section 4(b) hereof shall be reviewed by the Purchaser or any
assignee, transferee or designee of the Purchaser at any time before or after
the Closing Date (and with respect to each document permitted to be delivered
after the Closing Date, within seven (7) days of its delivery) to ascertain that
all required documents have been executed and received and that such documents
relate to the Mortgage Loans identified on the Mortgage Loan Schedule.

                  (d)      Reserved.

                  (e)      TRANSFER OF INTEREST IN AGREEMENTS. The Purchaser has
the right to assign its interest under this Agreement, in whole or in part, to
the Trustee, as may be required to effect the purposes of the Pooling and
Servicing Agreement, without the consent of the Seller, and the assignee shall
succeed to the rights and obligations hereunder of the Purchaser. Any expense
reasonably incurred by or on behalf of the Purchaser or the Trustee in
connection with enforcing any obligations of the Seller under this Agreement
shall be promptly reimbursed by the Seller.

                  (f)      EXAMINATION OF MORTGAGE FILES. Prior to the Closing
Date, the Seller shall either (i) deliver in escrow to the Purchaser or to any
assignee, transferee or designee of the Purchaser, for examination, the Mortgage
File pertaining to each Mortgage Loan or (ii) make such Mortgage Files available
to the Purchaser or to any assignee, transferee or designee of the Purchaser for
examination at the Trustee's offices in Santa Ana, California. Such examination



                                       4
<PAGE>


may be made by the Purchaser, and its respective designees, upon reasonable
notice to the Seller and the Trustee during normal business hours before the
Closing Date and within sixty (60) days after the Closing Date. If any such
person makes such examination prior to the Closing Date and identifies any
Mortgage Loans that do not conform to the requirements of the Purchaser as
described in this Agreement, such Mortgage Loans shall be deleted from the
Closing Schedule. The Purchaser may, at its option and without notice to the
Seller, purchase all or part of the Mortgage Loans without conducting any
partial or complete examination. The fact that the Purchaser or any person has
conducted or has failed to conduct any partial or complete examination of the
Mortgage Files shall not affect the rights of the Purchaser or any assignee,
transferee or designee of the Purchaser to demand repurchase or other relief as
provided herein or under the Pooling and Servicing Agreement.

                  SECTION 5. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE
SELLER.

                  The Seller hereby represents and warrants to the Purchaser as
of the date hereof and as of the Closing Date, and covenants that:

                           (1)      The Seller is a corporation duly organized,
         validly existing and in good standing under the laws of the State of
         Delaware and is duly authorized and qualified to transact any and all
         business contemplated by this Agreement to be conducted by the Seller
         in any state in which a Mortgaged Property is located or is otherwise
         not required under applicable law to effect such qualification and, in
         any event, is in compliance with the doing business laws of any such
         State, to the extent necessary to ensure the ability of the Master
         Servicer to enforce each Mortgage Loan and to service the Mortgage
         Loans in accordance with the terms of the Pooling and Servicing
         Agreement;

                           (2)      The Seller had the full corporate power and
         authority to originate, hold and sell each Mortgage Loan and has the
         full corporate power and authority to service each Mortgage Loan, and
         to execute, deliver and perform, and to enter into and consummate the
         transactions contemplated by this Agreement and has duly authorized by
         all necessary corporate action on the part of the Seller the execution,
         delivery and performance of this Agreement; this Agreement has been
         duly executed and delivered by the Seller and this Agreement, assuming
         the due authorization, execution and delivery thereof by the Purchaser,
         constitutes a legal, valid and binding obligation of the Seller,
         enforceable against the Seller in accordance with its terms, except to
         the extent that (a) the enforceability thereof may be limited by
         bankruptcy, insolvency, moratorium, receivership and other similar laws
         relating to creditors' rights generally and (b) the remedy of specific
         performance and injunctive and other forms of equitable relief may be
         subject to the equitable defenses and to the discretion of the court
         before which any proceeding therefor may be brought;

                           (3)      The execution and delivery of this Agreement
         by the Seller, the servicing of the Mortgage Loans by the Seller under
         the Pooling and Servicing Agreement, the consummation of any other of
         the transactions herein contemplated, and the fulfillment of or
         compliance with the terms hereof are in the ordinary course of business
         of the Seller and will not (A) result in a breach of any term or
         provision of the



                                       5
<PAGE>


         charter or by-laws of the Seller or (B) conflict with, result in a
         breach, violation or acceleration of, or result in a default under, the
         terms of any other material agreement or instrument to which the Seller
         is a party or by which it may be bound, or any statute, order or
         regulation applicable to the Seller of any court, regulatory body,
         administrative agency or governmental body having jurisdiction over the
         Seller; and the Seller is not a party to, bound by, or in breach or
         violation of any indenture or other agreement or instrument, or subject
         to or in violation of any statute, order or regulation of any court,
         regulatory body, administrative agency or governmental body having
         jurisdiction over it, which materially and adversely affects or, to the
         Seller's knowledge, would in the future materially and adversely
         affect, (x) the ability of the Seller to perform its obligations under
         this Agreement or (y) the business, operations, financial condition,
         properties or assets of the Seller taken as a whole;

                           (4)      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 hereby, or if any such consent, approval, authorization or
         order is required, the Seller has obtained the same;

                           (5)      The Seller is an approved
         originator/servicer for Fannie Mae or Freddie Mac in good standing and
         is a HUD approved mortgagee pursuant to Section 203 and Section 211 of
         the National Housing Act; and

                           (6)      Except as otherwise disclosed in the
         Prospectus Supplement, no litigation, action, suit, proceeding or
         investigation is pending against the Seller that would materially and
         adversely affect the execution, delivery or enforceability of this
         Agreement or the ability of the Seller to service the Mortgage Loans or
         the Seller to perform any of its other obligations hereunder in
         accordance with the terms hereof.

                  SECTION 6. REPRESENTATIONS AND WARRANTIES OF THE SELLER
RELATING TO THE MORTGAGE LOANS.

                  (a)      The Seller hereby represents and warrants to the
Purchaser, with respect to the Mortgage Loans as of the Closing Date or as of
such date specifically provided herein:

                           (1)      The information set forth on the Mortgage
         Loan Schedule with respect to each Mortgage Loan is true and correct in
         all material respects;

                           (2)      No material error, omission,
         misrepresentation, negligence, fraud or similar occurrence with respect
         to any Mortgage Loan has taken place on the part of any person,
         including without limitation, the Mortgagor, any appraiser, any builder
         or developer, or any other party involved in the origination of the
         Mortgage Loan or in the application of any insurance in relation to
         such Mortgage Loan;

                           (3)      All payments due prior to the Cut-off Date
         have been made and none of the Mortgage Loans will have been
         contractually delinquent for more than one calendar month more than
         once since the origination thereof;



                                       6
<PAGE>


                           (4)      Each Mortgage is a valid and enforceable
         first lien on the Mortgaged Property, including all improvements
         thereon, subject only to (a) the lien of nondelinquent current real
         property taxes and assessments, (b) covenants, conditions and
         restrictions, rights of way, easements and other matters of public
         record as of the date of recording of such Mortgage, such exceptions
         appearing of record being acceptable to mortgage lending institutions
         generally or specifically reflected in the appraisal made in connection
         with the origination of the related Mortgage Loan, and (c) other
         matters to which like properties are commonly subject which do not
         materially interfere with the benefits of the security intended to be
         provided by such Mortgage;

                           (5)      Immediately prior to the sale of the
         Mortgage Loans to the Purchaser, the Seller had good title to, and was
         the sole legal and beneficial owner of, each Mortgage Loan free and
         clear of any pledge, lien, encumbrance or security interest and has
         full right and authority, subject to no interest or participation of,
         or agreement with, any other party to sell and assign the same;

                           (6)      There is no delinquent tax or assessment
         lien against any Mortgaged Property;

                           (7)      There is no valid offset, defense or
         counterclaim to any Mortgage Note or Mortgage, including the obligation
         of the Mortgagor to pay the unpaid principal of or interest on such
         Mortgage Note, nor will the operation of any of the terms of the
         Mortgage Note and the Mortgage, or the exercise of any right
         thereunder, render the Mortgage unenforceable, in whole or in part, or
         subject to any valid right of rescission, set-off, counterclaim or
         defense, including the defense of usury and no such valid right of
         rescission, set-off, counterclaim or defense has been asserted with
         respect thereto;

                           (8)      There are no mechanics' liens or claims for
         work, labor or material rendered to the Mortgaged Property affecting
         any Mortgaged Property which are or may be a lien prior to, or equal
         with, the lien of the related Mortgage, except those which are insured
         against by the title insurance policy referred to in (12) below;

                           (9)      Subject to the Escrow Withhold referred to
         in (19) below, each Mortgaged Property is free of material damage and
         is in good repair;

                           (10)     Each Mortgage Loan at origination complied
         in all material respects with applicable local, state and federal laws
         and regulations, including, without limitation, usury, equal credit
         opportunity, real estate settlement procedures, truth-in-lending,
         disclosure laws and all applicable predatory and abusive lending laws,
         and consummation of the transactions contemplated hereby will not
         involve the violation of any such laws;

                           (11)     Neither the Seller nor any prior holder of
         any Mortgage has modified, impaired or waived the Mortgage in any
         material respect (except that a Mortgage Loan may have been modified by
         a written instrument which has been recorded, if necessary, to protect
         the interests of the Purchaser and which has been delivered to the
         Trustee); satisfied, canceled or subordinated such Mortgage in whole or



                                       7
<PAGE>


         in part; released the related Mortgaged Property in whole or in part
         from the lien of such Mortgage; or executed any instrument of release,
         cancellation, modification or satisfaction with respect thereto;

                           (12)     A lender's policy of title insurance
         together with a condominium endorsement, extended coverage endorsement,
         and an adjustable rate mortgage endorsement (each as applicable) in an
         amount at least equal to the Cut-off Date principal balance of each
         such Mortgage Loan or a commitment (binder) to issue the same was
         effective on the date of the origination of each Mortgage Loan, each
         such policy is valid and remains in full force and effect, the transfer
         of the related Mortgage Loan to the Purchaser will not affect the
         validity or enforceability of such policy and each such policy was
         issued by a title insurer qualified to do business in the jurisdiction
         where the Mortgaged Property is located and in a form acceptable to
         Fannie Mae or Freddie Mac, which policy insures the Seller and
         successor owners of indebtedness secured by the insured Mortgage, as to
         the first priority lien of the Mortgage; no claims have been made under
         such lender's title insurance policy and no prior holder of the related
         Mortgage, including the Seller, has done, by act or omission, anything
         which would impair the coverage of such lender's title insurance
         policy;

                           (13)     Each Mortgage Loan was originated by the
         Seller, or an Affiliate of the Seller, in accordance with the
         underwriting standards as set forth in the Prospectus Supplement (or,
         if generated by an entity other than the Seller or an Affiliate of the
         Seller, in accordance with such other underwriting standards as set
         forth in the Prospectus Supplement or, if generated on behalf of the
         Seller or an Affiliate of the Seller by a person other than the Seller,
         is subject to the same underwriting standards and procedures used by
         the Seller in originating mortgage loans directly) or by a savings and
         loan association, savings bank, commercial bank, credit union,
         insurance company or similar institution which is supervised and
         examined by a federal or state authority (including a mortgage broker),
         or by a mortgagee approved by the Secretary of Housing and Urban
         Development pursuant to Sections 203 and 211 of the National Housing
         Act;

                           (14)     With respect to each Adjustable-Rate
         Mortgage Loan, on each adjustment date, the Mortgage Rate will be
         adjusted to equal the Index plus the Gross Margin, rounded to the
         nearest 0.125%, subject to the Periodic Rate Cap, the Maximum Mortgage
         Rate and the Minimum Mortgage Rate. The related Mortgage Note is
         payable on the first day of each month in self-amortizing monthly
         installments of principal and interest, with interest payable in
         arrears, and requires a monthly payment which is sufficient to fully
         amortize the outstanding principal balance of the Mortgage Loan over
         its remaining term and to pay interest at the applicable Mortgage Rate.
         No Mortgage Loan is subject to negative amortization;

                           (15)     All of the improvements which were included
         for the purpose of determining the appraised value of the Mortgaged
         Property lie wholly within the boundaries and building restriction
         lines of such property, and no improvements on adjoining properties
         encroach upon the Mortgaged Property, except those, if any, which are
         insured against by the lender's title insurance policy referred to in
         (12) above.



                                       8
<PAGE>


                           (16)     All inspections, licenses and certificates
         required to be made or issued with respect to all occupied portions of
         the Mortgaged Property, including but not limited to certificates of
         occupancy, have been made or obtained from the appropriate authorities,
         and the Mortgaged Property is lawfully occupied under applicable law
         except as may otherwise be insured against by the lender's title
         insurance policy referred to in (12) above.

                           (17)     All parties which have had any interest in
         the Mortgage, whether as mortgagee, assignee, pledgee or otherwise, are
         (or, during the period in which they held and disposed of such
         interest, were) in compliance with any and all applicable licensing
         requirements of the laws of the state wherein the Mortgaged Property is
         located;

                           (18)     The Mortgage Note and the related Mortgage
         are genuine, and each is the legal, valid and binding obligation of the
         maker thereof, enforceable in accordance with its terms and with
         applicable laws. All parties to the Mortgage Note and the Mortgage had
         legal capacity to execute the Mortgage Note and the Mortgage and each
         Mortgage Note and Mortgage have been duly and properly executed by such
         parties;

                           (19)     The proceeds of each Mortgage Loan have been
         fully disbursed, there is no requirement for future advances thereunder
         and any and all requirements as to completion of any on-site or
         off-site improvements and as to disbursements of any escrow funds
         therefor have been complied with, except any Mortgaged Property or
         Mortgage Loan subject to an Escrow Withhold as defined in the
         Originator's underwriting guidelines. All costs, fees and expenses
         incurred in making, closing or recording the Mortgage Loans were paid;

                           (20)     The related Mortgage contains customary and
         enforceable provisions which render the rights and remedies of the
         holder thereof adequate for the realization against the Mortgaged
         Property of the benefits of the security, including, (i) in the case of
         a Mortgage designated as a deed of trust, by trustee's sale, and (ii)
         otherwise by judicial foreclosure. There is no homestead or other
         exemption available to the Mortgagor which would materially interfere
         with the right to sell the Mortgaged Property at a trustee's sale or
         the right to foreclose the Mortgage;

                           (21)     With respect to each Mortgage constituting a
         deed of trust, a trustee, duly qualified under applicable law to serve
         as such, has been properly designated and currently so serves and is
         named in such Mortgage, and no fees or expenses are or will become
         payable by the Purchaser to the trustee under the deed of trust, except
         in connection with a trustee's sale after default by the Mortgagor;

                           (22)     There exist no deficiencies with respect to
         escrow deposits and payments, if such are required, for which customary
         arrangements for repayment thereof have not been made, and no escrow
         deposits or payments of other charges or payments due the Seller have
         been capitalized under the Mortgage or the related Mortgage Note;

                           (23)     The origination, collection and servicing
         practices used by the Seller (or its affiliate) with respect to each
         Mortgage Loan have been in all material



                                       9
<PAGE>


         respects legal, proper, reasonable and customary in the subprime
         mortgage origination and servicing business and each of the Mortgage
         Loans have been serviced by the Seller since origination;

                           (24)     There is no pledged account or other
         security other than real estate securing the Mortgagor's obligations;

                           (25)     No Mortgage Loan has a shared appreciation
         feature, or other contingent interest feature;

                           (26)     The improvements upon each Mortgaged
         Property are covered by a valid, binding and existing hazard insurance
         policy that is in full force and effect with a generally acceptable
         carrier that provides for fire extended coverage and such other hazards
         as are customary in the area where the Mortgaged Property is located
         representing coverage not less than the lesser of the outstanding
         principal balance of the related Mortgage Loan or the minimum amount
         required to compensate for damage or loss on a replacement cost basis.
         All individual insurance policies and flood policies referred to in
         clause (27) below contain a standard mortgagee clause naming the Seller
         or the original mortgagee, and its successors in interest, as
         mortgagee, and the Seller has received no notice that any premiums due
         and payable thereon have not been paid; the Mortgage obligates the
         Mortgagor thereunder to maintain all such insurance, including flood
         insurance, at the Mortgagor's cost and expense, and upon the
         Mortgagor's failure to do so, authorizes the holder of the Mortgage to
         obtain and maintain such insurance at the Mortgagor's cost and expense
         and to seek reimbursement therefor from the Mortgagor, except as may be
         limited or restricted by applicable law;

                           (27)     If the Mortgaged Property is in an area
         identified in the Federal Register by the Federal Emergency Management
         Agency as having special flood hazards, a valid and binding flood
         insurance policy that is in full force and effect in a form meeting the
         requirements of the current guidelines of the Flood Insurance
         Administration is in effect with respect to such Mortgaged Property
         with a generally acceptable carrier in an amount representing coverage
         not less than the least of (A) the original outstanding principal
         balance of the Mortgage Loan, (B) the minimum amount required to
         compensate for damage or loss on a replacement cost basis or (C) the
         maximum amount of insurance that is available under the Flood Disaster
         Protection Act of 1973;

                           (28)     There is no default, breach, violation or
         event of acceleration existing under the Mortgage or the related
         Mortgage Note; and the Seller has not waived any default, breach,
         violation or event of acceleration;

                           (29)     Each Mortgaged Property is improved by a
         one- to four-family residential dwelling, including condominium units
         and dwelling units in planned unit developments, which does not include
         (a) cooperatives or (b) mobile homes and manufactured homes (as defined
         in the Fannie Mae Seller-Servicer's Guide), except when the appraisal
         indicates that (i) the mobile or manufactured home was built under the
         Federal Manufactured Home Construction and Safety Standards of 1976 or
         (ii) otherwise assumes the characteristics of site-built housing and
         meets local building codes, is readily



                                       10
<PAGE>


         marketable, has been permanently affixed to the site, is not in a
         mobile home "park," and is treated as real property under the
         applicable state law. With respect to any Mortgage Loan that is secured
         by a leasehold estate: (a) the lease is valid, in full force and
         effect; (b) all rents and other payments due under the lease have been
         paid; (c) the lessee is not in default under any provision of the
         lease; (d) the term of the lease exceeds the maturity date of the
         related Mortgage Loan by at least five (5) years; and (e) the Mortgagee
         under the Mortgage Loan is given notice and an opportunity to cure any
         defaults under the lease;

                           (30)     There is no obligation on the part of the
         Seller or any other party under the terms of the Mortgage or related
         Mortgage Note to make payments in lieu of or in addition to those made
         by the Mortgagor;

                           (31)     Any future advances made prior to the
         Cut-off Date have been consolidated with the outstanding principal
         amount secured by the Mortgage, and the secured principal amount, as
         consolidated, bears a single interest rate and single repayment term
         reflected on the Mortgage Loan Schedule. The consolidated principal
         amount does not exceed the original principal amount of the Mortgage
         Loan;

                           (32)     The Mortgage File contains an appraisal
         which was either (i) performed by an appraiser who satisfied, and which
         was conducted in accordance with, all of the applicable requirements of
         the Financial Institutions Reform, Recovery and Enforcement Act of
         1989, as amended or (ii) conducted in accordance with an insured
         valuation model;

                           (33)     None of the Mortgage Loans is a graduated
         payment mortgage loan, nor is any Mortgage Loan subject to a temporary
         buydown or similar arrangement;

                           (34)     No Mortgagor has currently requested any
         relief under the Servicemembers Civil Relief Act or similar state laws;

                           (35)     The Mortgage Loans comply in all material
         respects with the descriptions set forth under the captions "The
         Mortgage Pool" and Annex III in the Prospectus Supplement;

                           (36)     The Mortgage contains an enforceable
         provision for the acceleration of the payment of the unpaid principal
         balance of the Mortgage Loan in the event that the related Mortgaged
         Property is sold or transferred without the prior written consent of
         the mortgagee thereunder, except as may be limited by applicable law;

                           (37)     The information set forth in the Prepayment
         Charge Schedule attached as Schedule 2 to the Pooling and Servicing
         Agreement (including the prepayment charge summary attached thereto) is
         complete, true and correct in all material respects at the date or
         dates respecting which such information is furnished and each
         Prepayment Charge is permissible and enforceable in accordance with its
         terms upon the full and voluntary prepayment by the Mortgagor under
         applicable law and complied in all material respects with applicable
         local, state and federal laws (except to the extent that (i) the
         enforceability thereof may be limited by bankruptcy, insolvency,
         moratorium,



                                       11
<PAGE>


         receivership and other similar laws relating to creditors' rights
         generally or (ii) the collectability thereof may be limited due to
         acceleration in connection with a foreclosure or other involuntary
         payoff);

                           (38)     Each Mortgage Loan is an obligation that is
         principally secured by real property for purposes of the REMIC
         Provisions of the Code;

                           (39)     The Mortgage Loans are not subject to the
         requirements of the Home Ownership and Equity Protection Act of 1994
         ("HOEPA") and no Mortgage Loan is subject to, or in violation of, any
         applicable state or local law, ordinance or regulation similar to
         HOEPA;

                           (40)     (a) No Mortgage Loan is a High Cost Loan as
         defined by HOEPA or any other applicable predatory or abusive lending
         laws and (b) no Mortgage Loan is a "high cost home", "covered"
         (excluding home loans defined as "covered home loans" in the New Jersey
         Home Ownership Security Act of 2002 that were originated between
         November 26, 2003 and July 7, 2004) , "high risk home" or "predatory"
         loan under any other applicable state, federal or local law (or a
         similarly classified loan using different terminology under a law
         imposing heightened regulatory scrutiny or additional legal liability
         for resident mortgage loans having high interest rates, points and/or
         fees);

                           (41)     No Mortgage Loan originated on or after
         October 1, 2002 will impose a Prepayment Charge for a term in excess of
         three years. Any Mortgage Loans originated prior to such date will not
         impose a Prepayment Charge for a term in excess of five (5) years;

                           (42)     No Mortgage Loan that is secured by property
         located in the State of Georgia is either a "Covered Loan" or "High
         Cost Home Loan" within the meaning of the Georgia Fair Lending Act, as
         amended (the "Georgia Act");

                           (43)     The Master Servicer for each Mortgage Loan
         prior to the Closing Date, has fully furnished, in accordance with the
         Fair Credit Reporting Act and its implementing regulations, accurate
         and complete information (e.g., favorable and unfavorable) on its
         borrower credit files to Equifax, Experian and Trans Union Credit
         Information Company or their successors (the "Credit Repositories") on
         a monthly basis;

                           (44)     There is no Mortgage Loan that was
         originated on or after October 1, 2002 and before March 7, 2003 which
         is secured by property located in the State of Georgia;

                           (45)     The Prepayment Charges included in the
         transaction are enforceable and originated in compliance with all
         applicable federal, state and local law;

                           (46)     No proceeds from any Mortgage Loan were used
         to finance single-premium credit insurance policies;



                                       12
<PAGE>


                           (47)     No Mortgage Loan is a high cost loan or a
         covered loan, as applicable (as such terms are defined in Standard &
         Poor's LEVELS Version 5.6 Glossary Revised, Appendix E); and

                           (48)     With respect to any Mortgage Loan originated
         on or after August 1, 2004, neither the related Mortgage nor the
         related Mortgage Note requires the borrower to submit to arbitration to
         resolve any dispute arising out of or relating in any way to the
         Mortgage Loan transaction.

                  (b)      The Seller hereby represents, warrants and covenants
to the Purchaser, with respect to the Group I Mortgage Loans as of the Closing
Date or as of such date specifically provided herein:

                           (1)      Each Group I Mortgage Loan is in compliance
         with the anti-predatory lending eligibility for purchase requirements
         of Fannie Mae's Selling Guide;

                           (2)      The methodology used in underwriting the
         extension of credit for each Group I Mortgage Loan employs objective
         mathematical principles which relate the Mortgagor's income, assets and
         liabilities to the proposed payment and such underwriting methodology
         does not rely on the extent of the Mortgagor's equity in the collateral
         as the principal determining factor in approving such credit extension.
         Such underwriting methodology confirmed that at the time of origination
         (application/approval) the Mortgagor had a reasonable ability to make
         timely payments on the Group I Mortgage Loan;

                           (3)      With respect to any Group I Mortgage Loan
         that contains a provision permitting imposition of a charge upon a
         prepayment prior to maturity: (i) prior to the Group I Mortgage Loan's
         origination, the Mortgagor agreed to such charge in exchange for a
         monetary benefit, including but not limited to a rate or fee reduction,
         (ii) prior to the Group I Mortgage Loan's origination, the Mortgagor
         was offered the option of obtaining a mortgage loan that did not
         require payment of such a charge, (iii) the prepayment charge is
         disclosed to the Mortgagor in the loan documents pursuant to applicable
         state and federal law, (iv) for loans originated on or after September
         1, 2004, the duration of the prepayment period shall not exceed three
         (3) years from the date of the Mortgage Note unless the loan was
         modified to reduce the prepayment period to no more than three years
         from the date of the Mortgage Note and the borrower was notified in
         writing of such reduction in the prepayment period, and (v)
         notwithstanding any state or federal law to the contrary, the Master
         Servicer shall not impose such prepayment charge in any instance when
         the mortgage debt is accelerated as the result of the Mortgagor's
         default in making the loan payments;

                           (4)      All points and fees related to each Group I
         Mortgage Loan were disclosed in writing to the Mortgagor in accordance
         with applicable state and federal law and regulation. Except in the
         case of a Group I Mortgage Loan in an original principal amount of less
         than $60,000 which would have resulted in an unprofitable origination,
         no Mortgagor was charged "points and fees" (whether or not financed) in
         an amount greater than 5% of the principal amount of such loan and such
         5% limitation is calculated in



                                       13
<PAGE>


         accordance with Fannie Mae's anti-predatory lending requirements as set
         forth in the Fannie Mae Selling Guide;

                           (5)      All fees and charges (including finance
         charges) and whether or not financed, assessed, collected or to be
         collected in connection with the origination and servicing of each
         Group I Mortgage Loan have been disclosed in writing to the Mortgagor
         in accordance with applicable state and federal law and regulation;

                           (6)      No Group I Mortgage Loan Mortgagor was
         encouraged or required to select a mortgage loan product offered by the
         Originator which is a higher cost product designed for a less
         creditworthy Mortgagor, unless at the time of the Mortgage Loan's
         origination, such Mortgagor did not qualify taking into account credit
         history and debt to income ratios for a lower cost credit product then
         offered by the Originator;

                           (7)      The Master Servicer will transmit full-file
         credit reporting data for each Group I Mortgage Loan pursuant to Fannie
         Mae Guide Announcement 95-19 and that for each Group I Mortgage Loan,
         the Master Servicer agrees it shall report one of the following
         statuses each month as follows: new origination, current, delinquent
         (30-, 60-, 90-days, etc.), foreclosed, or charged-off;

                           (8)      No Group I Mortgage Loan is a "High Cost
         Home Loan" as defined in New York Banking Law 6-1;

                           (9)      No Group I Mortgage Loan is a "High-Cost
         Home Loan" as defined under the Arkansas Home Loan Protection Act,
         effective as of July 14, 2003;

                           (10)     No Group I Mortgage Loan is a "High-Cost
         Home Loan" as defined under Kentucky State Statute KRS 360.100,
         effective as of June 25, 2003;

                           (11)     No Group I Mortgage Loan is a "High-Cost
         Home Loan" as defined in the New Jersey Home Ownership Act, effective
         as of November 27, 2003;

                           (12)     No Group I Mortgage Loan is a "High-Cost
         Home Loan" as defined in the New Mexico Home Loan Protection Act,
         effective as of January 1, 2004;

                           (13)     No Group I Mortgage Loan is a "High-Risk
         Home Loan" as defined in the Illinois High-Risk Home Loan Act,
         effective as of January 1, 2004;

                           (14)     No Mortgage Loan is a "High-Cost Home
         Mortgage Loan" as defined in the Massachusetts Predatory Home Loan
         Practices Act, effective November 7, 2004 (Mass. Ann. Laws Ch. 183C);

                           (15)     No Mortgage Loan is a "High Cost Home Loan"
         as defined in the Indiana Home Loan Practices Act, effective January 1,
         2005 (Ind. Code Ann. Sections 24-9-1 through 24-9-9);



                                       14
<PAGE>


                           (16)     No Mortgage Loan is a balloon mortgage loan
         that has an original stated maturity of less than seven (7) years; and

                           (17)     No Mortgagor was required to purchase any
         single premium credit insurance policy (e.g., life, mortgage,
         disability, accident, unemployment, or health insurance product) or
         debt cancellation agreement as a condition of obtaining the extension
         of credit. No Mortgagor obtained a prepaid single-premium credit
         insurance policy (e.g., life, mortgage, disability, accident,
         unemployment, or health insurance product) in connection with the
         origination of such Group I Mortgage Loan. No proceeds from any Group I
         Mortgage Loan were used to purchase single premium credit insurance
         policies or debt cancellation agreements as part of the origination of,
         or as a condition to closing, such Group I Mortgage Loan.

                  SECTION 7. Repurchase Obligation for Defective Documentation
and for Breach of Representation and Warranty.

                  (a)      The representations and warranties contained in
Section 6 shall not be impaired by any review and examination of loan files or
other documents evidencing or relating to the Mortgage Loans or any failure on
the part of the Purchaser to review or examine such documents and shall inure to
the benefit of any assignee, transferee or designee of the Purchaser, including
the Trustee for the benefit of the Certificateholders.

                  Upon discovery by the Seller, the Purchaser or any assignee,
transferee or designee of the Purchaser of any materially defective document in,
or that any material document was not transferred by the Seller (as listed on
the Trustee's Preliminary Exception Report) as part of, any Mortgage File or of
a breach of any of the representations and warranties contained in Section 5 or
Section 6 that materially and adversely affects the value of any Mortgage Loan
or the interest therein of the Purchaser or the Purchaser's assignee, transferee
or designee (it being understood that with respect to the representations and
warranties set forth in (39), (40), (41), (42), (43), (44), (46), (47) and (48)
of Section 6(a) herein, a breach of any such representation or warranty shall in
and of itself be deemed to materially adversely affect the interest therein of
the Purchaser and the Purchaser's assignee, transferee or designee), the party
discovering the breach shall give prompt written notice to the others. Within
ninety (90) days of its discovery or its receipt of notice of any such missing
documentation which was not transferred to the Purchaser as described above or
materially defective documentation or any such breach of a representation and
warranty (it being understood that with respect to the representations and
warranties set forth in (39), (40), (41), (42), (43), (44), (46), (47) and (48)
of Section 6(a) herein, a breach of any such representation or warranty shall in
and of itself be deemed to materially adversely affect the interest therein of
the Purchaser and the Purchaser's assignee, transferee or designee), the Seller
promptly shall deliver such missing document or cure such defect or breach in
all material respects, or in the event the Seller cannot deliver such missing
document or such defect or breach cannot be cured, the Seller shall, within
ninety (90) days of its discovery or receipt of notice, either (i) repurchase
the affected Mortgage Loan at a price equal to the Purchase Price or (ii)
pursuant to the provisions of the Pooling and Servicing Agreement, cause the
removal of such Mortgage Loan from the Trust Fund and substitute one or more
Qualified Substitute Mortgage



                                       15
<PAGE>


Loans. In the event that any Mortgage Loan is subject to a breach of the
representation and warranty in Section 6(a)(37) and (39) resulting in the Master
Servicer's inability to collect all or part of the Prepayment Charge from the
Mortgagor, in lieu of repurchase, the Seller shall be obligated to remit to the
Master Servicer (for deposit in the Collection Account) any shortfall in the
Prepayment Charge collected upon the Mortgagor's voluntary Principal Prepayment.

                  Notwithstanding the foregoing, within ninety (90) days of the
earlier of discovery by the Seller or receipt of notice by the Seller of the
breach of the representation of the Seller set forth in Section 6(a)(37) and
(45) above, which materially and adversely affects the interests of the Holders
of the Class P Certificates in any Prepayment Charge, the Seller shall pay the
amount of the scheduled Prepayment Charge, for the benefit of the Holders of the
Class P Certificates, by depositing such amount into the Collection Account, net
of any amount previously collected by the Master Servicer and paid by the Master
Servicer, for the benefit of the Holders of the Class P Certificates, in respect
of such Prepayment Charge.

                  The Seller shall amend the Closing Schedule to reflect the
withdrawal of such Mortgage Loan from the terms of this Agreement and the
Pooling and Servicing Agreement and the addition, if any, of a Qualified
Substitute Mortgage Loan. The Seller shall deliver to the Purchaser such amended
Closing Schedule and shall deliver such other documents as are required by this
Agreement or the Pooling and Servicing Agreement within five (5) days of any
such amendment. Any repurchase pursuant to this Section 7(a) shall be
accomplished by deposit in the Collection Account of the amount of the Purchase
Price in accordance with Section 2.03 of the Pooling and Servicing Agreement.
Any repurchase or substitution required by this Section shall be made in a
manner consistent with Section 2.03 of the Pooling and Servicing Agreement.

                  In addition, upon discovery by the Seller, the Purchaser, or
any assignee, transferee or designee of the Purchaser that any Mortgage Loan
does not constitute a "qualified mortgage" within the meaning of Section
860G(a)(3) of the Code, the party discovering the breach shall give prompt
written notice within five (5) Business Days to the others. Within ninety (90)
days of its discovery or its receipt of notice, the Seller promptly shall either
(i) repurchase the affected Mortgage Loan at the Purchase Price (as such term is
defined in the Pooling and Servicing Agreement) or (ii) pursuant to the
provisions of the Pooling and Servicing Agreement, cause the removal of such
Mortgage Loan from the Trust Fund and substitute one or more Qualified
Substitute Mortgage Loans.

                  (b)      It is understood and agreed that the obligations of
the Seller set forth in this Section 7 to cure, remit a Prepayment Charge
shortfall, repurchase or substitute for a defective Mortgage Loan constitute the
sole remedies of the Purchaser against the Seller respecting a missing or
defective material document or a breach of the representations and warranties
contained in Section 5 or Section 6.

                  SECTION 8. CLOSING; PAYMENT FOR THE MORTGAGE LOANS. The
closing of the purchase and sale of the Mortgage Loans shall be held at the New
York City office of Thacher Proffitt & Wood LLP at 10:00 AM New York City time
on the Closing Date.

                  The closing shall be subject to each of the following
conditions:



                                       16
<PAGE>


                  (a)      All of the representations and warranties of the
                           Seller under this Agreement shall be true and correct
                           in all material respects as of the date as of which
                           they are made and no event shall have occurred which,
                           with notice or the passage of time, would constitute
                           a default under this Agreement;

                  (b)      The Purchaser shall have received, or the attorneys
                           of the Purchaser shall have received in escrow (to be
                           released from escrow at the time of closing), all
                           Closing Documents as specified in Section 9 of this
                           Agreement, in such forms as are agreed upon and
                           acceptable to the Purchaser, duly executed by all
                           signatories other than the Purchaser as required
                           pursuant to the respective terms thereof;

                  (c)      The Seller shall have delivered or caused to be
                           delivered and released to the Purchaser or to its
                           designee, all documents (including without
                           limitation, the Mortgage Loans) required to be so
                           delivered by the Purchaser pursuant to Section 2.01
                           of the Pooling and Servicing Agreement; and (d) All
                           other terms and conditions of this Agreement shall
                           have been complied with.

                  Subject to the foregoing conditions, the Purchaser shall
deliver or cause to be delivered to the Seller on the Closing Date, against
delivery and release by the Seller to the Trustee of all documents required
pursuant to the Pooling and Servicing Agreement, the consideration for the
Mortgage Loans as specified in Section 3 of this Agreement, by delivery to the
Seller of the Purchase Price.

                  SECTION 9. CLOSING DOCUMENTS. Without limiting the generality
of Section 8 hereof, the closing shall be subject to delivery of each of the
following documents:

                  (a)      (i) An Officers' Certificate of the Seller and Master
                           Servicer, dated the Closing Date, in form
                           satisfactory to and upon which the Purchaser and the
                           Underwriters may rely, and attached thereto copies of
                           the certificate of incorporation, by-laws and
                           certificate of good standing of the Seller and Master
                           Servicer under the laws of Delaware and stating that
                           the information contained in the Prospectus
                           Supplement relating to the Mortgage Loans, the Seller
                           and Master Servicer, and the applicable loan
                           portfolio, is true and accurate in all material
                           respects and does not contain any untrue statement of
                           a material fact or omit to state a material fact
                           required to be stated therein or necessary to make
                           the statements therein, in light of the circumstances
                           under which they were made, not misleading and (ii)
                           if any of the Non-Offered Certificates are offered on
                           the Closing Date pursuant to a private placement
                           memorandum, the Seller shall deliver an Officer's
                           Certificate stating that the same information
                           contained in such private placement memorandum is
                           true and accurate in all material respects;

                  (b)      An Officers' Certificate of the Seller, dated the
                           Closing Date, in form satisfactory to and upon which
                           the Purchaser and the Underwriters may rely,



                                       17
<PAGE>


                           with respect to certain facts regarding the sale of
                           the Mortgage Loans by the Seller to the Purchaser;

                  (c)      An Opinion of Counsel of the Seller and Master
                           Servicer, dated the Closing Date, in form
                           satisfactory to and addressed to the Purchaser and
                           the Underwriters;

                  (d)      Such opinions of counsel from the Purchaser's or
                           Seller's counsel as the Rating Agencies may request
                           in connection with the sale of the Mortgage Loans by
                           the Seller to the Purchaser or the Seller's execution
                           and delivery of, or performance under, this Agreement
                           and upon which the Underwriters may rely;

                  (e)      A letter from Deloitte & Touche LLP, certified public
                           accountants, dated the date hereof and to the effect
                           that they have performed certain specified procedures
                           as a result of which they determined that certain
                           information of an accounting, financial or
                           statistical nature set forth in the Prospectus
                           Supplement, under the captions "Summary of Prospectus
                           Supplement", "Risk Factors", "The Mortgage Pool",
                           "Yield on the Certificates", "Description of the
                           Certificates", "Pooling and Servicing Agreement--The
                           Seller and Master Servicer", Annex II and Annex III
                           agrees with the records of the Seller and the Master
                           Servicer;

                  (f)      [reserved];

                  (g)      The Seller and Master Servicer shall deliver for
                           inclusion in the Prospectus Supplement under the
                           captions "The Mortgage Pool--Underwriting Standards
                           of the Originators;" and "Pooling and Servicing
                           Agreement--The Seller and Master Servicer", or for
                           inclusion in other offering material, such publicly
                           available information regarding its financial
                           condition and its mortgage loan delinquency,
                           foreclosure and loss experience, underwriting
                           standards, lending activities and loan sales,
                           production, and servicing and collection practices,
                           and any similar nonpublic, unaudited financial
                           information; and

                  (h)      Such further information, certificates, opinions and
                           documents as the Purchaser or the Underwriters may
                           reasonably request.

                  SECTION 10. COSTS. The Seller shall pay (or shall reimburse
the Purchaser or any other Person to the extent that the Purchaser or such other
Person shall pay) all costs and expenses incurred in connection with the
transfer and delivery of the Mortgage Loans, including without limitation,
assignment of mortgage recording costs and/or fees for title policy endorsements
and continuations, the fees and expenses of the Seller's in-house accountants
and in-house attorneys, the costs and expenses incurred in connection with
producing the Seller's loan loss, foreclosure and delinquency experience, and
the costs and expenses incurred in connection with obtaining the documents
referred to in Sections 9(d), 9(e) and 9(f) to the extent such costs and
expenses were not previously paid by the Seller. The Seller shall pay (or shall
reimburse the Purchaser or any other Person to the extent that the Purchaser or
such other Person



                                       18
<PAGE>


shall pay) the costs and expenses of printing (or otherwise reproducing) and
delivering this Agreement, the Pooling and Servicing Agreement, the
Certificates, the prospectus, the Prospectus Supplement and the Private
Placement Memorandum relating to the Certificates and other related documents,
the initial fees, costs and expenses of the Trustee relating to the issuance of
the initial certification of the Trustee under Section 2.02 of the Pooling and
Servicing Agreement, the fees and expenses of the Seller's counsel in connection
with the preparation of all documents relating to the securitization of the
Mortgage Loans, the filing fee charged by the Securities and Exchange Commission
for registration of the Certificates, the cost of outside special counsel that
may be required for the Purchaser, the cost of obtaining the documents referred
to in Section 9(h) and the fees charged by any rating agency to rate the
Certificates. All other costs and expenses in connection with the transactions
contemplated hereunder shall be borne by the party incurring such expense.

                  SECTION 11. RESERVED.

                  SECTION 12. RESERVED.

                  SECTION 13. MANDATORY DELIVERY; GRANT OF SECURITY INTEREST.
The sale and delivery on the Closing Date of the Mortgage Loans described on the
Mortgage Loan Schedule in accordance with the terms and conditions of this
Agreement is mandatory. It is specifically understood and agreed that each
Mortgage Loan is unique and identifiable on the date hereof and that an award of
money damages would be insufficient to compensate the Purchaser for the losses
and damages incurred by the Purchaser in the event of the Seller's failure to
deliver the Mortgage Loans on or before the Closing Date. The Seller hereby
grants to the Purchaser a lien on and a continuing security interest in the
Seller's interest in each Mortgage Loan and each document and instrument
evidencing each such Mortgage Loan to secure the performance by the Seller of
its obligation hereunder, and the Seller agrees that it holds such Mortgage
Loans in custody for the Purchaser, subject to the Purchaser's (i) right, prior
to the Closing Date, to reject any Mortgage Loan to the extent permitted by this
Agreement and (ii) obligation to deliver or cause to be delivered the
consideration for the Mortgage Loans pursuant to Section 8 hereof. Any Mortgage
Loans rejected by the Purchaser shall concurrently therewith be released from
the security interest created hereby. The Seller agrees that, upon acceptance of
the Mortgage Loans by the Purchaser or its designee and delivery of payment to
the Seller, that its security interest in the Mortgage Loans shall be released.
All rights and remedies of the Purchaser under this Agreement are distinct from,
and cumulative with, any other rights or remedies under this Agreement or
afforded by law or equity and all such rights and remedies may be exercised
concurrently, independently or successively.

                  Notwithstanding the foregoing, if on the Closing Date, each of
the conditions set forth in Section 8 hereof shall have been satisfied and the
Purchaser shall not have paid or caused to be paid the Purchase Price, or any
such condition shall not have been waived or satisfied and the Purchaser
determines not to pay or cause to be paid the Purchase Price, the Purchaser
shall immediately effect the redelivery of the Mortgage Loans, if delivery to
the Purchaser has occurred and the security interest created by this Section 13
shall be deemed to have been released.



                                       19
<PAGE>


                  SECTION 14. NOTICES. All demands, notices and communications
hereunder shall be in writing and shall be deemed to have been duly given if
personally delivered to or mailed by registered mail, postage prepaid, or
transmitted by telex or telegraph and confirmed by a similar mailed writing, if
to the Purchaser, addressed to the Purchaser at 1100 Town & Country Road, Suite
1100, Orange, California 92868, Facsimile: (714) 564-9639, Attention: General
Counsel, or such other address as may hereafter be furnished to the Seller in
writing by the Purchaser; if to the Seller, addressed to the Seller at 1100 Town
& Country Road, Suite 1100, Orange, California 92868, Facsimile: (714) 564-9639,
Attention: General Counsel, or to such other address as the Seller may designate
in writing to the Purchaser.

                  SECTION 15. SEVERABILITY OF PROVISIONS. Any part, provision,
representation or warranty of this Agreement which is prohibited or which is
held to be void or unenforceable shall be ineffective to the extent of such
prohibition or unenforceability without invalidating the remaining provisions
hereof. Any part, provision, representation or warranty of this Agreement which
is prohibited or unenforceable or is held to be void or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any
jurisdiction as to any Mortgage Loan shall not invalidate or render
unenforceable such provision in any other jurisdiction. To the extent permitted
by applicable law, the parties hereto waive any provision of law which prohibits
or renders void or unenforceable any provision hereof.

                  SECTION 16. AGREEMENT OF PARTIES. The Seller and the Purchaser
agree to execute and deliver such instruments and take such actions as either of
the others may, from time to time, reasonably request in order to effectuate the
purpose and to carry out the terms of this Agreement and the Pooling and
Servicing Agreement.

                  SECTION 17. SURVIVAL. The Seller agrees that the
representations, warranties and agreements made by it herein and in any
certificate or other instrument delivered pursuant hereto shall be deemed to be
relied upon by the Purchaser, notwithstanding any investigation heretofore or
hereafter made by the Purchaser or on its behalf, and that the representations,
warranties and agreements made by the Seller herein or in any such certificate
or other instrument shall survive the delivery of and payment for the Mortgage
Loans and shall continue in full force and effect, notwithstanding any
restrictive or qualified endorsement on the Mortgage Notes and notwithstanding
subsequent termination of this Agreement, the Pooling and Servicing Agreement or
the Trust Fund.

                  SECTION 18. GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS,
DUTIES, OBLIGATIONS AND RESPONSIBILITIES OF THE PARTIES HERETO SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS (EXCLUDING THE CHOICE OF LAW
PROVISIONS) AND DECISIONS OF THE STATE OF NEW YORK. THE PARTIES HERETO INTEND
THAT THE PROVISIONS OF SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW
SHALL APPLY TO THIS AGREEMENT.

                  SECTION 19. MISCELLANEOUS. This Agreement may be executed in
two or more counterparts, each of which when so executed and delivered shall be
an original, but all of which



                                       20
<PAGE>


together shall constitute one and the same instrument. This Agreement shall
inure to the benefit of and be binding upon the parties hereto and their
respective successors and assigns. This Agreement supersedes all prior
agreements and understandings relating to the subject matter hereof. Neither
this Agreement nor any term hereof may be changed, waived, discharged or
terminated orally, but only by an instrument in writing signed by the party
against whom enforcement of the change, waiver, discharge or termination is
sought. The headings in this Agreement are for purposes of reference only and
shall not limit or otherwise affect the meaning hereof. The NIMS Insurer, if
any, shall be a third party beneficiary hereof and may enforce the terms hereof
as if a party hereto.

                  It is the express intent of the parties hereto that the
conveyance of the Mortgage Loans by the Seller to the Purchaser as provided in
Section 4 hereof be, and be construed as, a sale of the Mortgage Loans by the
Seller to the Purchaser and not as a pledge of the Mortgage Loans by the Seller
to the Purchaser to secure a debt or other obligation of the Seller. However, in
the event that, notwithstanding the aforementioned intent of the parties, the
Mortgage Loans are held to be property of the Seller, then, (a) it is the
express intent of the parties that such conveyance be deemed a pledge of the
Mortgage Loans by the Seller to the Purchaser to secure a debt or other
obligation of the Seller and (b) (1) this Agreement shall also be deemed to be a
security agreement within the meaning of Articles 8 and 9 of the New York
Uniform Commercial Code; (2) the conveyance provided for in Section 4 hereof
shall be deemed to be a grant by the Seller to the Purchaser of a security
interest in all of the Seller's right, title and interest in and to the Mortgage
Loans and all amounts payable to the holders of the Mortgage Loans in accordance
with the terms thereof and all proceeds of the conversion, voluntary or
involuntary, of the foregoing into cash, instruments, securities or other
property, including without limitation all amounts, other than investment
earnings, from time to time held or invested in the Collection Account whether
in the form of cash, instruments, securities or other property; (3) the
possession by the Purchaser or its agent of Mortgage Notes, the related
Mortgages and such other items of property that constitute instruments, money,
negotiable documents or chattel paper shall be deemed to be "possession" for
purposes of perfecting the security interest pursuant to the New York Uniform
Commercial Code; and (4) notifications to persons holding such property, and
acknowledgments, receipts or confirmations from persons holding such property,
shall be deemed notifications to, or acknowledgments, receipts or confirmations
from, financial intermediaries, bailees or agents (as applicable) of the
Purchaser for the purpose of perfecting such security interest under applicable
law. The Seller and the Purchaser shall, to the extent consistent with this
Agreement, take such actions as may be necessary to ensure that, if this
Agreement were deemed to create a security interest in the Mortgage Loans, such
security interest would be deemed to be a perfected security interest of first
priority under applicable law and will be maintained as such throughout the term
of this Agreement and the Pooling and Servicing Agreement.



                                       21
<PAGE>


                  IN WITNESS WHEREOF, the Seller and the Purchaser have caused
their names to be signed by their respective officers thereunto duly authorized
as of the date first above written.


                                          AMERIQUEST MORTGAGE COMPANY


                                          By:
                                             -----------------------------------
                                          Name:
                                          Title:



                                          AMERIQUEST MORTGAGE SECURITIES INC.


                                          By:
                                             -----------------------------------
                                          Name:
                                          Title:



                                       22
<PAGE>


                                    EXHIBIT E


                        REQUEST FOR RELEASE OF DOCUMENTS

         To:      Deutsche Bank National Trust Company,
                  1761 East St. Andrew Place
                  Santa Ana, CA 92705-4934
                  Attn: Trust Administration - AQ04R12

         Re:      Pooling and Servicing Agreement, dated as of March 1, 2005
                  among Ameriquest Mortgage Securities Inc., as Depositor,
                  Ameriquest Mortgage Company, as Seller and Master Servicer and
                  Deutsche Bank National TRUST COMPANY, AS TRUSTEE

                  In connection with the administration of the Mortgage Loans
held by you as Trustee pursuant to the above-captioned Pooling and Servicing
Agreement, we request the release, and hereby acknowledge receipt, of the
Trustee's Mortgage File for the Mortgage Loan described below, for the reason
indicated.

Mortgage Loan Number:
--------------------

Mortgagor Name, Address & Zip Code:
----------------------------------

Reason for Requesting Documents (check one):
-------------------------------

_____1. Mortgage Paid in Full

_____2. Foreclosure

_____3. Substitution

_____4. Other Liquidation (Repurchases, etc.)

_____5. Nonliquidation                  Reason:__________________

Address to which Trustee should deliver the Trustee's Mortgage File:

By:___________________________________
          (authorized signer)

Issuer:_______________________________
Address:______________________________
Date:_________________________________



                                      E-1
<PAGE>


Trustee
-------

Deutsche Bank National Trust Company

                  Please acknowledge the execution of the above request by your
signature and date below:


_____________________________                      _____________________________
Signature                                          Date

Documents returned to Trustee:

_____________________________                      _____________________________
Trustee                                            Date



                                      E-2
<PAGE>


                                   EXHIBIT F-1

                    FORM OF TRANSFEROR REPRESENTATION LETTER

                                                            [DATED]

Deutsche Bank National Trust Company
1761 East St. Andrew Place
Santa Ana, California 92705-4934

                           Re:      Ameriquest Mortgage Securities Inc.,
                                    Asset-Backed Pass-Through Certificates,
                                    Series 2005-R2, Class M-10, Class M-11, CE,
                                    P, and R, representing a [ ] % Percentage
                                    INTEREST Ladies and Gentlemen:

                  In connection with the transfer by ________________ (the
"Transferor") to ________________ (the "Transferee") of the captioned mortgage
pass-through certificates (the "Certificates"), the Transferor hereby certifies
as follows:

                  Neither the Transferor nor anyone acting on its behalf has (a)
offered, pledged, sold, disposed of or otherwise transferred any Certificate,
any interest in any Certificate or any other similar security to any person in
any manner, (b) has solicited any offer to buy or to accept a pledge,
disposition or other transfer of any Certificate, any interest in any
Certificate or any other similar security from any person in any manner, (c) has
otherwise approached or negotiated with respect to any Certificate, any interest
in any Certificate or any other similar security with any person in any manner,
(d) has made any general solicitation by means of general advertising or in any
other manner, (e) has taken any other action that (in the case of each of
subclauses (a) through (d) above) would constitute a distribution of the
Certificates under the Securities Act of 1933, as amended (the "1933 Act"), or
would render the disposition of any Certificate a violation of Section 5 of the
1933 Act or any state securities law or would require registration or
qualification pursuant thereto. The Transferor will not act, nor has it
authorized or will it authorize any person to act, in any manner set forth in
the foregoing sentence with respect to any Certificate. The Transferor will not
sell or otherwise transfer any of the Certificates, except in compliance with
the provisions of that certain Pooling and Servicing Agreement, dated as of
March 1, 2005, among Ameriquest Mortgage Securities Inc. as Depositor,
Ameriquest Mortgage Company as Master Servicer and Deutsche Bank National Trust
Company as Trustee (the "Pooling and Servicing Agreement"), pursuant to which
Pooling and Servicing Agreement the Certificates were issued.



                                     F-1-1
<PAGE>


                  Capitalized terms used but not defined herein shall have the
meanings assigned thereto in the Pooling and Servicing Agreement.


                                            Very truly yours,

                                            [Transferor]


                                            By:______________________________
                                            Name:
                                            Title:



                                     F-1-2
<PAGE>


                    FORM OF TRANSFEREE REPRESENTATION LETTER


                                                             [Date]

Deutsche Bank National Trust Company
1761 East St. Andrew Place
Santa Ana, California 92705-4934

                           Re:      Ameriquest Mortgage Securities Inc.,
                                    Asset-Backed Pass-Through Certificates,
                                    Series 2005-R2, Class M-10, Class M-11, CE,
                                    P, R, REPRESENTING A [___]% PERCENTAGE
                                    INTEREST

Ladies and Gentlemen:

                  In connection with the purchase from ______________________
(the "Transferor") on the date hereof of the captioned trust certificates (the
"Certificates"), _______________ (the "Transferee") hereby certifies as follows:

                  1.       The Transferee is a "qualified institutional buyer"
         as that term is defined in Rule 144A ("Rule 144A") under the Securities
         Act of 1933, as amended (the "1933 Act") and has completed either of
         the forms of certification to that effect attached hereto as Annex 1 or
         Annex 2. The Transferee is aware that the sale to it is being made in
         reliance on Rule 144A. The Transferee is acquiring the Certificates for
         its own account or for the account of a qualified institutional buyer,
         and understands that such Certificate may be resold, pledged or
         transferred only (i) to a person reasonably believed to be a qualified
         institutional buyer that purchases for its own account or for the
         account of a qualified institutional buyer to whom notice is given that
         the resale, pledge or transfer is being made in reliance on Rule 144A,
         or (ii) pursuant to another exemption from registration under the 1933
         Act.

                  2.       The Transferee has been furnished with all
         information regarding (a) the Certificates and distributions thereon,
         (b) the nature, performance and servicing of the Mortgage Loans, (c)
         the Pooling and Servicing Agreement referred to below, and (d) any
         credit enhancement mechanism associated with the Certificates, that it
         has requested.

                  All capitalized terms used but not otherwise defined herein
have the respective meanings assigned thereto in the Pooling and Servicing
Agreement, dated as of March 1, 2005, among Ameriquest Mortgage Securities Inc.
as Depositor, Ameriquest Mortgage Company as Master Servicer and Deutsche Bank
National Trust Company as Trustee, pursuant to which the Certificates were
issued.


                                            [TRANSFEREE]


                                            By: ______________________________
                                            Name:
                                            Title:



                                     F-1-3
<PAGE>


                             ANNEX 1 TO EXHIBIT F-1
                             ----------------------

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
            --------------------------------------------------------


          [For Transferees Other Than Registered Investment Companies]

                  The undersigned hereby certifies as follows to [name of
Transferor] (the "Transferor") and Deutsche Bank National Trust Company as
Trustee, with respect to the mortgage pass-through certificates (the
"Certificates") described in the Transferee Certificate to which this
certification relates and to which this certification is an Annex:

                  1.       As indicated below, the undersigned is the President,
Chief Financial Officer, Senior Vice President or other executive officer of the
entity purchasing the Certificates (the "Transferee").

                  2.       In connection with purchases by the Transferee, the
Transferee 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
Transferee 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 Transferee's most recent fiscal year
(such amount being calculated in accordance with Rule 144A) and (ii) the
Transferee satisfies the criteria in the category marked below.

         ___      CORPORATION, ETC. The Transferee is a corporation (other than
                  a bank, savings and loan association or similar institution),
                  Massachusetts or similar business trust, partnership, or any
                  organization described in Section 501(c)(3) of the Internal
                  Revenue Code of 1986, as amended.

         ___      BANK. The Transferee (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 Transferee (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 1Transferee must own and/or
                  invest on a discretionary basis at least $100,000,000 in
                  securities unless Transferee is a dealer, and, in that case,
                  Transferee must own and/or invest on a discretionary basis at
                  least $10,000,000 in securities. $25,000,000 as demonstrated
                  in its latest annual financial statements, a copy of which is
                  attached hereto.



                                  F-Annex-1-1
<PAGE>


         ___      BROKER-DEALER. The Transferee is a dealer registered pursuant
                  to Section 15 of the Securities Exchange Act of 1934, as
                  amended.

         ___      INSURANCE COMPANY. The Transferee 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 Transferee 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 Transferee is an employee benefit plan within
                  the meaning of Title I of the Employee Retirement Income
                  Security Act of 1974, as amended.

         ___      INVESTMENT ADVISOR. The Transferee is an investment advisor
                  registered under the Investment Advisers Act of 1940, as
                  amended.

                  3.       The term "Securities" as used herein does not include
(i) securities of issuers that are affiliated with the Transferee, (ii)
securities that are part of an unsold allotment to or subscription by the
Transferee, if the Transferee is a dealer, (iii) securities issued or guaranteed
by the U.S. or any instrumentality thereof, (iv) bank deposit notes and
certificates of deposit, (v) loan participations, (vi) repurchase agreements,
(vii) securities owned but subject to a repurchase agreement and (viii)
currency, interest rate and commodity swaps.

                  4.       For purposes of determining the aggregate amount of
securities owned and/or invested on a discretionary basis by the Transferee, the
Transferee used the cost of such securities to the Transferee and did not
include any of the securities referred to in the preceding paragraph. Further,
in determining such aggregate amount, the Transferee may have included
securities owned by subsidiaries of the Transferee, but only if such
subsidiaries are consolidated with the Transferee in its financial statements
prepared in accordance with generally accepted accounting principles and if the
investments of such subsidiaries are managed under the Transferee's direction.
However, such securities were not included if the Transferee is a
majority-owned, consolidated subsidiary of another enterprise and the Transferee
is not itself a reporting company under the Securities Exchange Act of 1934, as
amended.

                  5.       The Transferee acknowledges that it is familiar with
Rule 144A and understands that the Transferor 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 Transferee may be in reliance on Rule 144A.


         _____     _____   Will the Transferee be purchasing the Certificates
         Yes      No       only for the Transferee's own account?


                  6.       If the answer to the foregoing question is "no", the
Transferee agrees that, in connection with any purchase of securities sold to
the Transferee for the account of a third party (including any separate account)
in reliance on Rule 144A, the Transferee will only purchase for the account of a
third party that at the time is a "qualified institutional buyer" within



                                  F-Annex-1-2
<PAGE>


the meaning of Rule 144A. In addition, the Transferee agrees that the Transferee
will not purchase securities for a third party unless the Transferee has
obtained a current representation letter from such third party or taken other
appropriate steps contemplated by Rule 144A to conclude that such third party
independently meets the definition of "qualified institutional buyer" set forth
in Rule 144A.

                  7.       The Transferee will notify each of the parties to
which this certification is made of any changes in the information and
conclusions herein. Until such notice is given, the Transferee's purchase of the
Certificates will constitute a reaffirmation of this certification as of the
date of such purchase. In addition, if the Transferee is a bank or savings and
loan as provided above, the Transferee agrees that it will furnish to such
parties updated annual financial statements promptly after they become
available.


Dated:


                                            Print Name of Transferee


                                            By:______________________________
                                            Name:
                                            Title:



                                  F-Annex-1-3
<PAGE>


                             ANNEX 2 TO EXHIBIT F-1
                             ----------------------

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
            --------------------------------------------------------


           [For Transferees That Are Registered Investment Companies]

                  The undersigned hereby certifies as follows to [name of
Transferor] (the "Transferor") and Deutsche Bank National Trust Company, as
Trustee, with respect to the mortgage pass-through certificates (the
"Certificates") described in the Transferee Certificate to which this
certification relates and to which this certification is an Annex:

                  1.       As indicated below, the undersigned is the President,
Chief Financial Officer or Senior Vice President of the entity purchasing the
Certificates (the "Transferee") or, if the Transferee is a "qualified
institutional buyer" as that term is defined in Rule 144A under the Securities
Act of 1933, as amended ("Rule 144A") because the Transferee is part of a Family
of Investment Companies (as defined below), is such an officer of the investment
adviser (the "Adviser").

                  2.       In connection with purchases by the Transferee, the
Transferee is a "qualified institutional buyer" as defined in Rule 144A because
(i) the Transferee is an investment company registered under the Investment
Company Act of 1940, as amended, and (ii) as marked below, the Transferee alone,
or the Transferee'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 Transferee's most recent fiscal year. For purposes of determining the
amount of securities owned by the Transferee or the Transferee's Family of
Investment Companies, the cost of such securities was used.

         ____     The Transferee owned $___________________ in securities (other
                  than the excluded securities referred to below) as of the end
                  of the Transferee's most recent fiscal year (such amount being
                  calculated in accordance with Rule 144A).

         ____     The Transferee 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 Transferee'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 Transferee or are part of
the Transferee'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.



                                  F-Annex-2-1
<PAGE>


                  5.       The Transferee is familiar with Rule 144A and
understands that the parties to which this certification is being made are
relying and will continue to rely on the statements made herein because one or
more sales to the Transferee will be in reliance on Rule 144A. In addition, the
Transferee will only purchase for the Transferee's own account.

                  6.       The undersigned will notify the parties to which this
certification is made of any changes in the information and conclusions herein.
Until such notice, the Transferee's purchase of the Certificates will constitute
a reaffirmation of this certification by the undersigned as of the date of such
purchase.


Dated:


                                            Print Name of Transferee or Advisor


                                            By:____________________________
                                            Name:
                                            Title:


                                 IF AN ADVISER:


                                            _______________________________
                                            Print Name of Transferee



                                  F-Annex-2-2
<PAGE>


                    FORM OF TRANSFEREE REPRESENTATION LETTER

                  The undersigned hereby certifies on behalf of the purchaser
named below (the "Purchaser") as follows:

                  1.       I am an executive officer of the Purchaser.

                  2.       The Purchaser is a "qualified institutional buyer",
as defined in Rule 144A, ("Rule 144A") under the Securities Act of 1933, as
amended.

                  3.       As of the date specified below (which is not earlier
than the last day of the Purchaser's most recent fiscal year), the amount of
"securities", computed for purposes of Rule 144A, owned and invested on a
discretionary basis by the Purchaser was in excess of $100,000,000.

Name of Purchaser _____________________________________________________________

By:(Signature) ________________________________________________________________

Name of Signatory _____________________________________________________________

Title )________________________________________________________________________

Date of this certificate ______________________________________________________

Date of information provided in paragraph 3 ___________________________________



                                  F-Annex-2-3
<PAGE>


                                   EXHIBIT F-2

                    FORM OF TRANSFER AFFIDAVIT AND AGREEMENT

STATE OF NEW YORK  )
                   : ss.:
COUNTY OF NEW YORK )

                  ____________________________, being duly sworn, deposes,
represents and warrants as follows:

                  1.       I am a ______________________ of
______________________ (the "Owner") a corporation duly organized and existing
under the laws of ______________, the record owner of Ameriquest Mortgage
Securities Inc., Asset-Backed Pass-Through Certificates, Series 2005-R2, Class R
(the "Class R Certificates"), on behalf of whom I make this affidavit and
agreement. Capitalized terms used but not defined herein have the respective
meanings assigned thereto in the Pooling and Servicing Agreement pursuant to
which the Class R Certificates were issued.

                  2.       The Owner (i) is and will be a "Permitted Transferee"
as of ____________________, 2005 and (ii) is acquiring the Class R Certificates
for its own account or for the account of another Owner from which it has
received an affidavit in substantially the same form as this affidavit. A
"Permitted Transferee" is any person other than a "disqualified organization" or
a possession of the United States. For this purpose, a "disqualified
organization" means the United States, any state or political subdivision
thereof, any agency or instrumentality of any of the foregoing (other than an
instrumentality all of the activities of which are subject to tax and a majority
of whose board of directors is not selected by any such governmental entity) or
any foreign government, international organization or any agency or
instrumentality of such foreign government or organization, any rural electric
or telephone cooperative, or any organization (other than certain farmers'
cooperatives) that is generally exempt from federal income tax unless such
organization is subject to the tax on unrelated business taxable income.

                  3.       The Owner is aware (i) of the tax that would be
imposed on transfers of the Class R Certificates to disqualified organizations
under the Internal Revenue Code of 1986, as amended, that applies to all
transfers of the Class R Certificates after March 31, 1988; (ii) that such tax
would be on the transferor or, if such transfer is through an agent (which
person includes a broker, nominee or middleman) for a non-Permitted Transferee,
on the agent; (iii) that the person otherwise liable for the tax shall be
relieved of liability for the tax if the transferee furnishes to such person an
affidavit that the transferee is a Permitted Transferee and, at the time of
transfer, such person does not have actual knowledge that the affidavit is
false; and (iv) that each of the Class R Certificates may be a "noneconomic
residual interest" within the meaning of proposed Treasury regulations
promulgated under 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 is to
impede the assessment or collection of tax.

                  4.       The Owner is aware of the tax imposed on a
"pass-through entity" holding the Class R Certificates if, at any time during
the taxable year of the pass-through entity, a non-Permitted Transferee is the
record holder of an interest in such entity. (For this purpose, a "pass-



                                     F-2-1
<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.)

                  5.       The Owner is aware that the Certificate Registrar
will not register the transfer of any Class R Certificate unless the transferee,
or the transferee's agent, delivers to the Certificate Registrar, among other
things, an affidavit in substantially the same form as this affidavit. The Owner
expressly agrees that it will not consummate any such transfer if it knows or
believes that any of the representations contained in such affidavit and
agreement are false.

                  6.       The Owner consents to any additional restrictions or
arrangements that shall be deemed necessary upon advice of counsel to constitute
a reasonable arrangement to ensure that the Class R Certificates will only be
owned, directly or indirectly, by an Owner that is a Permitted Transferee.

                  7.       The Owner's taxpayer identification number is
____________.

                  8.       The Owner has reviewed the restrictions set forth on
the face of the Class R Certificates and the provisions of Section 5.02(d) of
the Pooling and Servicing Agreement under which the Class R Certificates were
issued (in particular, clauses (iii)(A) and (iii)(B) of Section 5.02(d) which
authorize the Trustee to deliver payments to a person other than the Owner and
negotiate a mandatory sale by the Trustee in the event that the Owner holds such
Certificate in violation of Section 5.02(d)); and that the Owner expressly
agrees to be bound by and to comply with such restrictions and provisions.

                  9.       The Owner is not acquiring and will not transfer the
Class R Certificates in order to impede the assessment or collection of any tax.

                  10.      The Owner anticipates that it will, so long as it
holds the Class R Certificates, have sufficient assets to pay any taxes owed by
the holder of such Class R Certificates, and hereby represents to and for the
benefit of the person from whom it acquired the Class R Certificates that the
Owner intends to pay taxes associated with holding such Class R Certificates as
they become due, fully understanding that it may incur tax liabilities in excess
of any cash flows generated by the Class R Certificates.

                  11.      The Owner has no present knowledge that it may become
insolvent or subject to a bankruptcy proceeding for so long as it holds the
Class R Certificates.

                  12.      The Owner has no present knowledge or expectation
that it will be unable to pay any United States taxes owed by it so long as any
of the Certificates remain outstanding.

                  13.      The Owner is not acquiring the Class R Certificates
with the intent to transfer the Class R Certificates to any person or entity
that will not have sufficient assets to pay any taxes owed by the holder of such
Class R Certificates, or that may become insolvent or subject to a bankruptcy
proceeding, for so long as the Class R Certificates remain outstanding.

                  14.      The Owner will, in connection with any transfer that
it makes of the Class R Certificates, obtain from its transferee the
representations required by Section 5.02(d) of the Pooling and Servicing
Agreement under which the Class R Certificate were issued and will not



                                     F-2-2
<PAGE>


consummate any such transfer if it knows, or knows facts that should lead it to
believe, that any such representations are false.

                  15.      The Owner will, in connection with any transfer that
it makes of the Class R Certificates, deliver to the Certificate Registrar an
affidavit, which represents and warrants that it is not transferring the Class R
Certificates to impede the assessment or collection of any tax and that it has
no actual knowledge that the proposed transferee: (i) has insufficient assets to
pay any taxes owed by such transferee as holder of the Class R Certificates;
(ii) may become insolvent or subject to a bankruptcy proceeding for so long as
the Class R Certificates remains outstanding; and (iii) is not a "Permitted
Transferee".

                  16.      The Owner is a citizen or resident of the United
States, a corporation or partnership (or other entity treated as a corporation
or partnership for federal income tax purposes) created or organized in, or
under the laws of, the United States, any state thereof or the District of
Columbia (except, in the case of a partnership or entity treated as a
partnership, to the extent provided in regulations), an estate the income of
which is subject to United States federal income taxation regardless of its
source or a trust other than a "foreign trust" described in section 7701(a)(31)
of the Code.



                                     F-2-3
<PAGE>


                  IN WITNESS WHEREOF, the Owner has caused this instrument to be
executed on its behalf, pursuant to the authority of its Board of Directors, by
its [Vice] President, attested by its [Assistant] Secretary, this ____ day of
__________, 200__.


                                            [OWNER]


                                            By:______________________________
                                            Name:
                                            Title: [Vice] President




ATTEST:

By: ______________________________
Name:
Title: [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 a
[Vice] President of the Owner, and acknowledged to me that [he/she] executed the
same as [his/her] free act and deed and the free act and deed of the Owner.

                  Subscribed and sworn before me this ____ day of __________,
200__.


                                            _____________________________
                                            Notary Public

                                            County of ___________________
                                            State of ____________________

                                            My Commission expires:



                                     F-2-4
<PAGE>


                          FORM OF TRANSFEROR AFFIDAVIT

STATE OF NEW YORK  )
                   : ss.:
COUNTY OF NEW YORK )

                  _______________________________________, being duly sworn,
deposes, represents and warrants _____________________________ as follows:

                  1.       I am a ____________________ of (the "Owner"), a
corporation duly organized and existing under the laws of ______________, on
behalf of whom I make this affidavit.

                  2.       The Owner is not transferring the Class R (the
"Residual Certificates") to impede the assessment or collection of any tax.

                  3.       The Owner has no actual knowledge that the Person
that is the proposed transferee (the "Purchaser") of the Residual Certificates:
(i) has insufficient assets to pay any taxes owed by such proposed transferee as
holder of the Residual Certificates; (ii) may become insolvent or subject to a
bankruptcy proceeding for so long as the Residual Certificates remain
outstanding and (iii) is not a Permitted Transferee.

                  4.       The Owner understands that the Purchaser has
delivered to the Certificate Registrar a transfer affidavit and agreement in the
form attached to the Pooling and Servicing Agreement as Exhibit F-2. The Owner
does not know or believe that any representation contained therein is false.

                  5.       At the time of transfer, the Owner has conducted a
reasonable investigation of the financial condition of the Purchaser as
contemplated by Treasury Regulations Section 1.860E-1(c)(4)(i) and, as a result
of that investigation, the Owner has determined that the Purchaser has
historically paid its debts as they became due and has found no significant
evidence to indicate that the Purchaser will not continue to pay its debts as
they become due in the future. The Owner understands that the transfer of a
Residual Certificate may not be respected for United States income tax purposes
(and the Owner may continue to be liable for United States income taxes
associated therewith) unless the Owner has conducted such an investigation.

                  6.       Capitalized terms not otherwise defined herein shall
have the meanings ascribed to them in the Pooling and Servicing Agreement.



                                     F-2-5
<PAGE>


                  IN WITNESS WHEREOF, the Owner has caused this instrument to be
executed on its behalf, pursuant to the authority of its Board of Directors, by
its [Vice] President, attested by its [Assistant] Secretary, this ____ day of
___________, 200__.


                                            [OWNER]


                                            By: ______________________________
                                            Name:
                                            Title: [Vice] President




ATTEST:

By: ______________________________
Name:
Title: [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 a
[Vice] President of the Owner, and acknowledged to me that [he/she] executed the
same as [his/her] free act and deed and the free act and deed of the Owner.

                  Subscribed and sworn before me this ____ day of __________,
200__.


                                            _____________________________
                                            Notary Public

                                            County of ___________________
                                            State of ____________________

                                            My Commission expires:



                                     F-2-6
<PAGE>


                                    EXHIBIT G

            FORM OF CERTIFICATION WITH RESPECT TO ERISA AND THE CODE

                                                        _____________, 200__

Ameriquest Mortgage Securities Inc.         Deutsche Bank National Trust Company
1100 Town & Country Road                    1761 East St. Andrew Place
Orange, California 92868                    Santa Ana, California 92705-4934

Ameriquest Mortgage Company
1100 Town & Country Road
Orange, California 92868

         Re:      Ameriquest Mortgage Securities Inc., Asset-Backed Pass-Through
                  CERTIFICATES, SERIES 2005-R2, CLASS CE, P, R

Dear Ladies and Gentlemen:

                  __________________________________ (the "Transferee") intends
to acquire from _____________________ (the "Transferor") $____________ Initial
Certificate Principal Balance of Ameriquest Mortgage Securities Inc.,
Asset-Backed Pass-Through Certificates, Series 2005-R2, Class ___ (the
"Certificates"), issued pursuant to a Pooling and Servicing Agreement (the
"Pooling and Servicing Agreement") dated as of March 1, 2005 among Ameriquest
Mortgage Securities Inc. as depositor (the "Depositor"), Ameriquest Mortgage
Company as master servicer (the "Master Servicer") and Deutsche Bank National
Trust Company as trustee (the "Trustee"). Capitalized terms used herein and not
otherwise defined shall have the meanings assigned thereto in the Pooling and
Servicing Agreement. The Transferee hereby certifies, represents and warrants
to, and covenants with the Depositor, the Trustee and the Master Servicer that
the following statements in either (1) or (2) are accurate:

                  1.       The Certificates (i) are not being acquired by, and
will not be transferred to, any employee benefit plan within the meaning of
section 3(3) of the Employee Retirement Income Security Act of 1974, as amended
("ERISA"), or other retirement arrangement, including individual retirement
accounts and annuities, Keogh plans and bank collective investment funds and
insurance company general or separate accounts in which such plans, accounts or
arrangements are invested, that is subject to Section 406 of ERISA or Section
4975 of the Internal Revenue Code of 1986, as amended (the "Code") (any of the
foregoing, a "Plan"), (ii) are not being acquired with "plan assets" of a Plan
within the meaning of the Department of Labor ("DOL") regulation, 29 C.F.R. ss.
2510.3-101, and (iii) will not be transferred to any entity that is deemed to be
investing in plan assets within the meaning of the DOL regulation at 29
C.F.R.ss.2510.3-101.



                                      G-1
<PAGE>


                                            Very truly yours,


                                            By: ______________________________
                                            Name:
                                            Title:



                                      G-2
<PAGE>


                                    EXHIBIT H

                              FORM OF CAP CONTRACTS

                                  See Tab [__]



                                      H-1
<PAGE>


                                    EXHIBIT I

                           LOSS MITIGATION ACTION PLAN


<TABLE>
<CAPTION>
<S>                                                    <C>
------------------------------------------------------ -------------------------------------------------------------
DEFAULT MITIGATION ACTION                              SUPPORTING STANDARDS
------------------------------------------------------ -------------------------------------------------------------
Forbearance Workout                                    Borrower documents a temporary  financial hardship resulting
Defer any of the following:                            in request for a forbearance
1.accrued interest                                     Borrower  documents  financial  ability  to  pay  under  the
2.past due principal                                   proposed forbearance terms
3.escrow advances                                      Borrower expresses a willingness to perform.
4.corporate advances                                   Current  monthly  payments are scheduled to be made prior to
5.ancillary fees                                       late charge date during the forbearance term
6.any combination of the above
------------------------------------------------------ -------------------------------------------------------------
Loan Modification Workout                              Borrower   documents  a  non-temporary   financial  hardship
Any of the following:                                  resulting in the request for a loan modification
1.waive accrued interest                               Borrower  documents  financial  ability  to  pay  under  the
2.waive past due principal                             proposed loan modification terms
3.waive corporate advances                             Borrower  does  not  have  the  ability  to  pay  under  the
4.waive ancillary fees                                 original loan terms
5.reduce principal                                     Borrower expresses a willingness to perform
6.reduce interest rate                                 No  waiver of  escrow  advances  (taxes  and  insurance)  is
7.any combination of the above items                   allowed
8.any combination with the Forbearance items
------------------------------------------------------ -------------------------------------------------------------
Short Sale Disposal                                    Sale to a third party
Waive or  negotiate  a  reduced  amount of any of the  Independent appraisal supports sale price
following:                                             No cash to seller  (borrower),  excluding costs necessary to
1.accrued interest                                     close
2.principal                                            Borrower does not have the ability and/or willingness to pay
3.escrow advances                                      Borrower no longer wants property
4.corporate advances
5.ancillary fees
6.prepayment charges
7.any combination of the above items
------------------------------------------------------ -------------------------------------------------------------
Short pay-off Disposal                                 Refinance by independent third party Lender
Waive or  negotiate  a  reduced  amount of any         Independent appraisal supports new loan amount
of the following:                                      New loan is no cash out (i.e. no cash to borrower  excluding
1.accrued interest                                     costs necessary to close)
2.principal                                            Borrower has expressed his/her unwillingness to pay
3.escrow advances                                      Anticipated  refinance  time frame is less than  anticipated
4.corporate advances                                   foreclosure time frame
5.ancillary fees
6.prepayment charges
7.any combination of the above items
------------------------------------------------------ -------------------------------------------------------------
</TABLE>



                                      I-1
<PAGE>


<TABLE>
<CAPTION>
<S>                                                    <C>
------------------------------------------------------ -------------------------------------------------------------
DEFAULT MITIGATION ACTION                              SUPPORTING STANDARDS
------------------------------------------------------ -------------------------------------------------------------
DEED-IN-LIEU DISPOSAL                                  Borrower  has  already or will  abandon  the  property or is
                                                       willing to vacate the property (in a broom sweep  condition)
                                                       on a mutually agreeable date
                                                       Borrower does not have the ability and/or willingness to pay
                                                       Independent appraisal confirms property has a value
                                                       Title is clean
                                                       Property  appears to be  resalable  based on  condition  and
                                                       value shown in independent appraisal
                                                       Property  does  not  appear  to have  any  environmental  or
                                                       hazardous  conditions  (or  such  conditions  appear  to  be
                                                       curable)
------------------------------------------------------ -------------------------------------------------------------
FORECLOSURE DISPOSAL                                   Borrower  has already or will  abandon the  property  (which
                                                       may be by an eviction proceeding or mutual agreement)
                                                       Borrower does not have the ability and/or willingness to pay
                                                       Independent appraisal confirms property has a value
                                                       Property  appears to be  resalable  based on  condition  and
                                                       value shown in independent appraisal
                                                       Property  does  not  appear  to have  any  environmental  or
                                                       hazardous  conditions  (or  such  conditions  appear  to  be
                                                       curable)
------------------------------------------------------ -------------------------------------------------------------
</TABLE>

                  Workouts in the form of either a Forbearance or Loan
Modification require that the Borrower document the existence of a financial
hardship leading to the payment delinquency and document the ability to make the
payments required under the proposed Forbearance or Loan Modification. If the
Borrower fails to meet both of these conditions or the Borrower is
uncooperative, a Disposal Loss Mitigation Action will be employed to liquidate
the delinquent loan, assuming the Borrower does not otherwise cure the existing
default. Each of the Default Mitigation Actions and Supporting Standards may not
be applicable to each and every loan subject to a default in its monthly
payments and in those cases where a Default Mitigation Action or Supporting
Standard may be applicable, each is subject to amendment and/or waiver on an
individual basis pursuant to applicable federal, state and local laws,
decisional authorities, court orders, instructions of regulatory and/or other
governmental authorities, the advice of legal counsel, instructions from the
Trustee and changes in the loan servicing standards.



                                      I-2
<PAGE>


                                   EXHIBIT J-1

        FORM CERTIFICATION TO BE PROVIDED BY THE DEPOSITOR WITH FORM 10-K

                  Re:      Ameriquest Mortgage Securities Inc., ASSET-BACKED
                           CERTIFICATES, SERIES 2005-R2

                  I, [identify the certifying individual], certify that:

                  1.       I have reviewed this annual report on Form 10-K, and
all reports on Form 8-K containing distribution or servicing reports filed in
respect of periods included in the year covered by this annual report, of
Ameriquest Mortgage Securities Inc., Asset-Backed Certificates, Series 2005-R2;

                  2.       Based on my knowledge, the information in these
reports, taken as a whole, does not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements made, in
light of the circumstances under which such statements were made, not misleading
as of the last day of the period covered by this annual report;

                  3.       Based on my knowledge, the distribution or servicing
information required to be provided to the trustee by the servicer under the
pooling and servicing, or similar, agreement, for inclusion in these reports is
included in these reports;

                  4.       Based on my knowledge and upon the annual compliance
statement included in the report and required to be delivered to the trustee in
accordance with the terms of the pooling and servicing, or similar, agreement,
and except as disclosed in the reports, the servicer has fulfilled its
obligations under the servicing agreement; and

                  5.       The reports disclose all significant deficiencies
relating to the servicer's compliance with the minimum servicing standards based
upon the report provided by an independent public accountant, after conducting a
review in compliance with the Uniform Single Attestation Program for Mortgage
Bankers or similar procedure, as set forth in the pooling and servicing, or
similar, agreement, that is included in these reports.

                  In giving the certifications above, I have reasonably relied
on information provided to me by the following unaffiliated parties: Deutsche
Bank National Trust Company.


                                            AMERIQUEST MORTGAGE SECURITIES INC.

                                            Date: __________________

                                            ________________________
                                            [Signature]
                                            [Title]



                                     J-1-1
<PAGE>


                                   EXHIBIT J-2

                            FORM CERTIFICATION TO BE

                      PROVIDED TO DEPOSITOR BY THE TRUSTEE

                  Re:      Ameriquest Mortgage Securities Inc., ASSET-BACKED
                           CERTIFICATES, SERIES 2005-R2

                  I, [identify the certifying individual], a [title] of Deutsche
Bank National Trust Company, as Trustee, hereby certify to Ameriquest Mortgage
Securities Inc. (the "Depositor"), and its officers, directors and affiliates,
and with the knowledge and intent that they will rely upon this certification,
that:

                  1.       I have reviewed the annual report on Form 10-K for
the fiscal year [___], and all reports on Form 8-K containing distribution
reports filed in respect of periods included in the year covered by that annual
report, of the Depositor relating to the above-referenced trust;

                  2.       Based on my knowledge, the information in these
distribution reports prepared by the Trustee, taken as a whole, does not contain
any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under which
such statements were made, not misleading as of the last day of the period
covered by that annual report; and

                  3.       Based on my knowledge, the distribution information
required to be provided by the Trustee under the Pooling and Servicing Agreement
is included in these distribution reports.

                  Capitalized terms used but not defined herein have the
meanings ascribed to them in the Pooling and Servicing Agreement, dated March 1,
2005 (the "Pooling and Servicing Agreement"), among the Depositor as depositor,
Ameriquest Mortgage Company as master servicer and Deutsche Bank National Trust
Company as trustee.


                                            DEUTSCHE BANK NATIONAL TRUST
                                            COMPANY, as Trustee


                                            By:________________________________
                                            Name:
                                            Title:
                                            Date:



                                     J-2-1
<PAGE>


                                    EXHIBIT K

                                   [Reserved]


                                       K-1



<PAGE>


                                    EXHIBIT L

                                   [Reserved]



                                       L-1
<PAGE>


                                    EXHIBIT M

             ANNUAL STATEMENT OF COMPLIANCE PURSUANT TO SECTION 3.19

                             Available Upon Request



                                       M-1
<PAGE>


                                   SCHEDULE 1

                             MORTGAGE LOAN SCHEDULE

                                 Filed By Paper



                                  Schedule 1-1
<PAGE>


                                   SCHEDULE 2

                           PREPAYMENT CHARGE SCHEDULE

                             Available Upon Request



                                  Schedule 2-1