<PAGE>

                                                                    EXHIBIT 10.2

                      J.P. MORGAN ACCEPTANCE CORPORATION I
                                    Depositor

                             WELLS FARGO BANK, N.A.
                  Master Servicer and Securities Administrator

                                       and

                       WACHOVIA BANK, NATIONAL ASSOCIATION
                                     Trustee

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

                         POOLING AND SERVICING AGREEMENT

                            Dated as of June 1, 2004

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

                       J.P. MORGAN MORTGAGE TRUST 2004-A3

                       MORTGAGE PASS-THROUGH CERTIFICATES

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                                              Page
<S>                                                                                                                           <C>
ARTICLE I DEFINITIONS......................................................................................................     1

Section 1.01    Definitions................................................................................................     1
Section 1.02    Calculations Respecting Mortgage Loans.....................................................................    37

ARTICLE II DECLARATION OF TRUST; ISSUANCE OF CERTIFICATES..................................................................    37

Section 2.01    Creation and Declaration of Trust Fund; Conveyance of Mortgage Loans.......................................    37
Section 2.02    Acceptance of Trust Fund by Trustee; Review of Documentation for Trust Fund................................    41
Section 2.03    Representations and Warranties of the Depositor............................................................    42
Section 2.04    Representations and Warranties of the Depositor as to the Mortgage Loans...................................    44
Section 2.05    Discovery of Breach; Repurchase or Substitution of Mortgage Loans..........................................    47
Section 2.06    Grant Clause...............................................................................................    50

ARTICLE III THE CERTIFICATES...............................................................................................    51

Section 3.01    The Certificates...........................................................................................    51
Section 3.02    Registration...............................................................................................    52
Section 3.03    Transfer and Exchange of Certificates......................................................................    52
Section 3.04    Cancellation of Certificates...............................................................................    56
Section 3.05    Replacement of Certificates................................................................................    56
Section 3.06    Persons Deemed Owners......................................................................................    56
Section 3.07    Temporary Certificates.....................................................................................    56
Section 3.08    Appointment of Paying Agent................................................................................    57
Section 3.09    Book-Entry Certificates....................................................................................    57

ARTICLE IV ADMINISTRATION OF THE TRUST FUND................................................................................    59

Section 4.01    Custodial Accounts; Distribution Account...................................................................    59
Section 4.02    [Reserved].................................................................................................    60
Section 4.03    [Reserved].................................................................................................    60
Section 4.04    Reports to Trustee and Certificateholders..................................................................    60

ARTICLE V DISTRIBUTIONS TO HOLDERS OF CERTIFICATES.........................................................................    62

Section 5.01    Distributions Generally....................................................................................    62
Section 5.02    Distributions from the Distribution Account................................................................    63
Section 5.03    Allocation of Losses.......................................................................................    68
Section 5.04    Advances by Master Servicer................................................................................    69
Section 5.05    Compensating Interest Payments.............................................................................    70
</TABLE>

                                       i
<PAGE>

<TABLE>
<S>                                                                                                                            <C>
ARTICLE VI CONCERNING THE TRUSTEE AND THE SECURITIES ADMINISTRATOR; EVENTS OF DEFAULT......................................    70

Section 6.01    Duties of Trustee and the Securities Administrator.........................................................    70
Section 6.02    Certain Matters Affecting the Trustee and the Securities Administrator.....................................    73
Section 6.03    Trustee and Securities Administrator Not Liable for Certificates...........................................    74
Section 6.04    Trustee and the Securities Administrator May Own Certificates..............................................    75
Section 6.05    Eligibility Requirements for Trustee.......................................................................    75
Section 6.06    Resignation and Removal of Trustee and the Securities Administrator........................................    75
Section 6.07    Successor Trustee and Successor Securities Administrator...................................................    76
Section 6.08    Merger or Consolidation of Trustee or the Securities Administrator.........................................    77
Section 6.09    Appointment of Co-Trustee, Separate Trustee or Custodian...................................................    77
Section 6.10    Authenticating Agents......................................................................................    79
Section 6.11    Indemnification of the Trustee and the Securities Administrator............................................    79
Section 6.12    Fees and Expenses of Securities Administrator and the Trustee..............................................    80
Section 6.13    Collection of Monies.......................................................................................    80
Section 6.14    Events of Default; Trustee To Act; Appointment of Successor................................................    81
Section 6.15    Additional Remedies of Trustee Upon Event of Default.......................................................    84
Section 6.16    Waiver of Defaults.........................................................................................    84
Section 6.17    Notification to Holders....................................................................................    85
Section 6.18    Directions by Certificateholders and Duties of Trustee During Event of Default.............................    85
Section 6.19    Action Upon Certain Failures of the Master Servicer and Upon Event of Default..............................    85
Section 6.20    Preparation of Tax Returns and Other Reports...............................................................    85

ARTICLE VII PURCHASE OF MORTGAGE LOANS AND TERMINATION OF THE TRUST FUND...................................................    87

Section 7.01    Purchase of Mortgage Loans; Termination of Trust Fund Upon Purchase or Liquidation of All Mortgage Loans...    87
Section 7.02    Procedure Upon Redemption Termination of Trust Fund........................................................    88
Section 7.03    Additional Trust Fund Termination Requirements.............................................................    89

ARTICLE VIII RIGHTS OF CERTIFICATEHOLDERS..................................................................................    90

Section 8.01    Limitation on Rights of Holders............................................................................    90
Section 8.02    Access to List of Holders..................................................................................    90
Section 8.03    Acts of Holders of Certificates............................................................................    91

ARTICLE IX ADMINISTRATION AND SERVICING OF MORTGAGE LOANS BY THE MASTER SERVICER...........................................    92

Section 9.01    Duties of the Master Servicer; Enforcement of Servicers' and Master Servicer's Obligations.................    92
Section 9.02    Assumption of Master Servicing by Trustee..................................................................    94
Section 9.03    Representations and Warranties of the Master Servicer......................................................    94
</TABLE>

                                       ii
<PAGE>

<TABLE>
<S>                                                                                                                           <C>
Section 9.04    Compensation to the Master Servicer........................................................................    96
Section 9.05    Merger or Consolidation....................................................................................    96
Section 9.06    Resignation of Master Servicer.............................................................................    97
Section 9.07    Assignment or Delegation of Duties by the Master Servicer..................................................    97
Section 9.08    Limitation on Liability of the Master Servicer and Others..................................................    97
Section 9.09    Indemnification; Third-Party Claims........................................................................    98

ARTICLE X REMIC ADMINISTRATION.............................................................................................    98

Section 10.01   REMIC Administration.......................................................................................    98
Section 10.02   Prohibited Transactions and Activities.....................................................................   101
Section 10.03   Indemnification with Respect to Prohibited Transactions or Loss of REMIC Status............................   101
Section 10.04   REO Property...............................................................................................   101
Section 10.05   Fidelity...................................................................................................   102

ARTICLE XI MISCELLANEOUS PROVISIONS........................................................................................   102

Section 11.01   Binding Nature of Agreement; Assignment....................................................................   102
Section 11.02   Entire Agreement...........................................................................................   102
Section 11.03   Amendment..................................................................................................   103
Section 11.04   Voting Rights..............................................................................................   104
Section 11.05   Provision of Information...................................................................................   104
Section 11.06   Governing Law..............................................................................................   105
Section 11.07   Notices....................................................................................................   105
Section 11.08   Severability of Provisions.................................................................................   105
Section 11.09   Indulgences; No Waivers....................................................................................   105
Section 11.10   Headings Not To Affect Interpretation......................................................................   106
Section 11.11   Benefits of Agreement......................................................................................   106
Section 11.12   Special Notices to the Rating Agencies.....................................................................   106
Section 11.13   Conflicts..................................................................................................   107
Section 11.14   Counterparts...............................................................................................   107
Section 11.15   No Petitions...............................................................................................   107
</TABLE>

                                      iii
<PAGE>

                                   ATTACHMENTS

Exhibit A    Forms of Certificates
Exhibit B    Form of Residual Certificate Transfer Affidavit (Transferee)
Exhibit C    Form of Residual Certificate Transfer Affidavit (Transferor)
Exhibit D    [Reserved]
Exhibit E    List of Purchase and Servicing Agreements
Exhibit F    List of Custodial Agreements
Exhibit G    List of Limited Purpose Surety Bonds
Exhibit H    Form of Rule 144A Transfer Certificate
Exhibit I    Form of Purchaser's Letter for Institutional Accredited Investors
Exhibit J    Form of ERISA Transfer Affidavit
Exhibit K    Form of Letter of Representations with the Depository Trust Company
Exhibit L    Form of Custodian Certification
Exhibit M    [Reserved]

Schedule A   Mortgage Loan Schedule

                                       iv
<PAGE>

         This POOLING AND SERVICING AGREEMENT, dated as of June 1, 2004 (the
"Agreement"), by and among J.P. MORGAN ACCEPTANCE CORPORATION I, a Delaware
corporation, as depositor (the "Depositor"), WACHOVIA BANK, NATIONAL
ASSOCIATION, a national banking association, as trustee (the "Trustee"), and
WELLS FARGO BANK, N.A., in its dual capacities as master servicer (the "Master
Servicer") and securities administrator (the "Securities Administrator"), and
acknowledged by J.P. MORGAN MORTGAGE ACQUISITION CORP., a Delaware corporation,
as a seller ("JPMMAC" and a "Seller") and SUNSET FINANCIAL RESOURCES, INC., a
Maryland corporation, as a seller ("Sunset" and a "Seller" and, together with
JPMMAC, the "Sellers"), for purposes of Sections 2.04 and 2.05.

                              PRELIMINARY STATEMENT

         The Depositor has acquired the Mortgage Loans from the Sellers and at
the Closing Date is the owner of the Mortgage Loans and the other property being
conveyed by the Depositor to the Trustee hereunder for inclusion in the Trust
Fund. On the Closing Date, the Depositor will acquire the Certificates from the
Trustee as consideration for the Depositor's transfer to the Trust Fund of the
Mortgage Loans and the other property constituting the Trust Fund. The Depositor
has duly authorized the execution and delivery of this Agreement to provide for
the conveyance to the Trustee of the Mortgage Loans and the other property
constituting the Trust Fund. All covenants and agreements made by the Depositor,
the Master Servicer, the Securities Administrator and the Trustee herein, with
respect to the Mortgage Loans and the other property constituting the Trust
Fund, are for the benefit of the Holders from time to time of the Certificates.
The Depositor, the Trustee, the Master Servicer and the Securities Administrator
are entering into this Agreement, and the Trustee is accepting the Trust Fund
created hereby, for good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged.

         As provided herein, the Trustee shall elect that the Trust Fund
(exclusive of the Additional Collateral) be treated for federal income tax
purposes as comprising three real estate mortgage investment conduits (each, a
"REMIC" or, in the alternative, the "Lower-Tier I REMIC," the "Lower-Tier II
REMIC"and the "Upper-Tier (or "Master") REMIC"). Each Certificate, other than
the Class A-R Certificate, will represent ownership of one or more regular
interests in the Upper-Tier REMIC for purposes of the REMIC Provisions. The
Class A-R represents ownership of the sole class of residual interest in each
REMIC created hereunder. The Upper-Tier REMIC will hold as assets the several
classes of uncertificated Lower-Tier REMIC Interests (other than the Class
LT-I-A-R Interest and Class LT-II-A-R Interest). The Lower-Tier I REMIC will
hold as assets Mortgage Pools 1, 2, 3 and 4 and all other property of the Trust
Fund allocable to Mortgage Pools 1, 2, 3 and 4 (except for any Additional
Collateral). The Lower-Tier II REMIC will hold as assets Mortgage Pools 5, 6 and
7 and all other property of the Trust Fund allocable to Mortgage Pools 5, 6 and
7 (except for any Additional Collateral) Each Lower-Tier I REMIC Interest (other
than the Class LT-I-A-R Interest) is hereby designated as a regular interest in
the Lower-Tier I REMIC and each Lower-Tier II REMIC Interest (other than the
Class LT-II-A-R Interest) is hereby designated as a regular interest in the
Lower-Tier II REMIC. The latest possible maturity date of all REMIC regular
interests created in this Agreement shall be the Latest Possible Maturity Date.

                                       v
<PAGE>

THE LOWER-TIER I REMIC

The Lower-Tier I REMIC Regular Interests will have the initial Class Principal
Amounts, pass-through rates and Corresponding Mortgage Pools as set forth in the
following table:

<TABLE>
<CAPTION>
                                 Initial
                                Principal    Pass-Through    Corresponding
Lower-Tier I REMIC Interests      Amount         Rate        Mortgage Pool
----------------------------    ---------    ------------    -------------
<S>                             <C>          <C>             <C>
A-1  (0.9% of SP Group 1)           (1)          (2)             1
B-1  (0.1% of SP Group 1)           (1)          (2)             1
C-1  (Excess of Group 1)            (1)          (2)             1
A-2  (0.9% of SP Group 2)           (1)          (2)             2
B-2  (0.1% of SP Group 2)           (1)          (2)             2
C-2  (Excess of Group 2)            (1)          (2)             2
A-3  (0.9% of SP Group 3)           (1)          (2)             3
B-3  (0.1% of SP Group 3)           (1)          (2)             3
C-3  (Excess of Group 3)            (1)          (2)             3
A-4  (0.9% of SP Group 4)           (1)          (2)             4
B-4  (0.1% of SP Group 4)           (1)          (2)             4
C-4  (Excess of Group 4)            (1)          (2)             4
LT-I-A-R                            (3)          (3)            N/A
</TABLE>

(1) Each Class A Interest will have a principal balance initially equal to 0.9%
of the Pool Subordinated Amount ("SP") of its corresponding Mortgage Pool. Each
Class B Interest will have a principal balance initially equal to 0.1% of the
Pool Subordinated Amount of its corresponding Mortgage Pool. The initial
principal balance of each Class C Interest will equal the excess of the initial
aggregate principal balance of its corresponding Mortgage Pool over the initial
aggregate principal balances of the Class A and Class B Interests corresponding
to such Mortgage Pool.

(2) A Rate equal to the weighted average of the Net Mortgage Rates of the
Mortgage Loans of the corresponding Mortgage Pool.

(3) The Class LT-I-A-R Interest is the sole class of residual interest in the
Lower-Tier I REMIC. It has no principal balance and pays no principal or
interest.

                                       vi
<PAGE>

On each Distribution Date, the Available Funds from Mortgage Pools 1, 2, 3 and 4
shall be distributed with respect to their corresponding Lower-Tier I REMIC
Interests in the following manner:

(1) Interest. Interest is to be distributed with respect to each Lower-Tier I
REMIC Interest at the rate, or according to the formulas, described above;

(2) Principal if no Cross-Over Situation Exists. If no Cross-Over Situation
exists with respect to any Class of Interests, then Principal Amounts arising
with respect to each Mortgage Pool will be allocated: first to cause the
Mortgage Pool's corresponding Class A and Class B to equal, respectively, 0.9%
of the Pool Subordinated Amount ("SP") and 0.1% of the SP; and second to the
Mortgage Pool's corresponding Class C Interest;

(3) Principal if a Cross-Over Situation Exists. If a Cross-Over Situation exists
with respect to the Class A and Class B Interests of a Mortgage Pool then:

(a) if the Calculation Rate in respect of such outstanding Class A and Class B
Interests is less than the Pool I Subordinate Net WAC, Principal Relocation
Payments will be made proportionately to the outstanding Class A Interests prior
to any other Principal Distributions from such Mortgage Pool; and

(b) if the Calculation Rate in respect of the outstanding Class A and Class B
Interests is greater than the Pool I Subordinate Net WAC, Principal Relocation
Payments will be made proportionately to the outstanding Class B Interests prior
to any other Principal Distributions from such Mortgage Pool.

In each case, Principal Relocation Payments will be made so as to cause the
Calculation Rate in respect of the outstanding Class A and Class B Interests to
equal the Pool I Subordinate Net WAC. With respect to each Mortgage Pool, if
(and to the extent that) the sum of (a) the principal payments comprising the
Principal Remittance Amount received during the Due Period and (b) the Realized
Losses, are insufficient to make the necessary reductions of principal on the
Class A and Class B Interests, then interest will be added to the Mortgage
Pool's other Interests that are not receiving Principal Relocation Payments, in
proportion to their principal balances.

         (c) The outstanding aggregate Class A and Class B Interests for all
Mortgage Pools will not be reduced below 1 percent of the excess of (i) the
aggregate outstanding Class Principal Amounts of all Mortgage Pools as of the
end of any Due Period over (ii) the Senior Certificates for all Mortgage Pools
as of the related Distribution Date (after taking into account distributions of
principal on such Distribution Date).

If (and to the extent that) the limitation in paragraph (c) prevents the
distribution of principal to the Class A and Class B Interests of a Mortgage
Pool, and if the Mortgage Pool's Class C Interest has already been reduced to
zero, then the excess principal from that Mortgage Pool will be paid to the
Class C Interests of the other Mortgage Pools, the aggregate Class A and Class B
Interests of which are less than one percent of the Pool Subordinated Amount. If
the Mortgage Pool of a Class C Interest that receives such payment has a
weighted average Net Mortgage Rate below the weighted average Net Mortgage Rate
of the Mortgage Pool making the payment, then the payment will be treated by the
Lower-Tier I REMIC as a Realized Loss. Conversely, if the Mortgage Pool of a
Class C Interest that receives such payment has a weighted average Net Mortgage
Rate above the weighted average Net Mortgage Rate of the Mortgage Pool making
the

                                      vii
<PAGE>

payment, then the payment will be treated by the Lower-Tier I REMIC as a
reimbursement for prior Realized Losses.

THE LOWER-TIER II REMIC

The Lower-Tier II REMIC Regular Interests will have the initial Class Principal
Amounts, pass-through rates and Corresponding Mortgage Pools as set forth in the
following table:

<TABLE>
<CAPTION>
                                    Initial
                                   Principal    Pass-Through        Corresponding
Lower-Tier II REMIC Interests        Amount         Rate            Mortgage Pool
-----------------------------      ---------    -------------       -------------
<S>                                <C>          <C>                 <C>
A-5  (0.9% of SP Group 5)             (1)            (2)                  5
B-5  (0.1% of SP Group 5)             (1)            (2)                  5
C-5  (Excess of Group 5)              (1)            (2)                  5
A-6  (0.9% of SP Group 6)             (1)            (2)                  6
B-6  (0.1% of SP Group 6)             (1)            (2)                  6
C-6  (Excess of Group 6)              (1)            (2)                  6
A-7  (0.9% of SP Group 7)             (1)            (2)                  7
B-7  (0.1% of SP Group 7)             (1)            (2)                  7
C-7  (Excess of Group 7)              (1)            (2)                  7
LT-II-A-R                             (3)            (3)                 N/A
</TABLE>

(1) Each Class A Interest will have a principal balance initially equal to 0.9%
of the Pool Subordinated Amount ("SP") of its corresponding Mortgage Pool. Each
Class B Interest will have a principal balance initially equal to 0.1% of the
Pool Subordinated Amount of its corresponding Mortgage Pool. The initial
principal balance of each Class C Interest will equal the excess of the initial
aggregate principal balance of its corresponding Mortgage Pool over the initial
aggregate principal balances of the Class A and Class B Interests corresponding
to such Mortgage Pool.

(2) A Rate equal to the weighted average of the Net Mortgage Rates of the
Mortgage Loans of the corresponding Mortgage Pool.

(3) The Class LT-II-A-R Interest is the sole class of residual interest in the
Lower-Tier II REMIC. It has no principal balance and pays no principal or
interest.

         On each Distribution Date, the Available Funds from Mortgage Pools 5, 6
and 7 shall be distributed with respect to their corresponding Lower-Tier II
REMIC Interests in the following manner:

(1) Interest. Interest is to be distributed with respect to each Lower-Tier II
REMIC Interest at the rate, or according to the formulas, described above;

(2) Principal if no Cross-Over Situation Exists. If no Cross-Over Situation
exists with respect to any Class of Interests, then Principal Amounts arising
with respect to each Mortgage Pool will be allocated: first to cause the
Mortgage Pool's corresponding Class A and Class B to equal,

                                      viii
<PAGE>

respectively, 0.9% of the Pool Subordinated Amount ("SP") and 0.1% of the SP;
and second to the Mortgage Pool's corresponding Class C Interest;

(3) Principal if a Cross-Over Situation Exists. If a Cross-Over Situation exists
with respect to the Class A and Class B Interests of a Mortgage Pool then:

(a) if the Calculation Rate in respect of such outstanding Class A and Class B
Interests is less than the Pool II Subordinate Net WAC, Principal Relocation
Payments will be made proportionately to the outstanding Class A Interests prior
to any other Principal Distributions from such Mortgage Pool; and

(b) if the Calculation Rate in respect of the outstanding Class A and Class B
Interests is greater than the Pool II Subordinate Net WAC, Principal Relocation
Payments will be made proportionately to the outstanding Class B Interests prior
to any other Principal Distributions from such Mortgage Pool.

In each case, Principal Relocation Payments will be made so as to cause the
Calculation Rate in respect of the outstanding Class A and Class B Interests to
equal the Pool II Subordinate Net WAC. With respect to each Mortgage Pool, if
(and to the extent that) the sum of (a) the principal payments comprising the
Principal Remittance Amount received during the Due Period and (b) the Realized
Losses, are insufficient to make the necessary reductions of principal on the
Class A and Class B Interests, then interest will be added to the Mortgage
Pool's other Interests that are not receiving Principal Relocation Payments, in
proportion to their principal balances.

         (c) The outstanding aggregate Class A and Class B Interests for all
Mortgage Pools will not be reduced below 1 percent of the excess of (i) the
aggregate outstanding Class Principal Amounts of all Mortgage Pools as of the
end of any Due Period over (ii) the Senior Certificates for all Mortgage Pools
as of the related Distribution Date (after taking into account distributions of
principal on such Distribution Date).

If (and to the extent that) the limitation in paragraph (c) prevents the
distribution of principal to the Class A and Class B Interests of a Mortgage
Pool, and if the Mortgage Pool's Class C Interest has already been reduced to
zero, then the excess principal from that Mortgage Pool will be paid to the
Class C Interests of the other Mortgage Pools, the aggregate Class A and Class B
Interests of which are less than one percent of the Pool Subordinated Amount. If
the Mortgage Pool of a Class C Interest that receives such payment has a
weighted average Net Mortgage Rate below the weighted average Net Mortgage Rate
of the Mortgage Pool making the payment, then the payment will be treated by the
Lower-Tier II REMIC as a Realized Loss. Conversely, if the Mortgage Pool of a
Class C Interest that receives such payment has a weighted average Net Mortgage
Rate above the weighted average Net Mortgage Rate of the Mortgage Pool making
the payment, then the payment will be treated by the Lower-Tier II REMIC as a
reimbursement for prior Realized Losses.

                                       ix
<PAGE>

THE CERTIFICATES AND THE UPPER-TIER REMIC

         The following table sets forth (or describes) the Class designation,
Certificate Interest Rate, initial Class Principal Amount and minimum
denomination for each Class of Certificates comprising interests in the Trust
Fund created hereunder.

<TABLE>
<CAPTION>
                                                                  Minimum
                      Certificate       Initial Class         Denominations or
Class Designation    Interest Rate     Principal Amount     Percentage Interest
-----------------    -------------     ----------------     -------------------
<S>                  <C>               <C>                  <C>
   Class 1-A-1            (1)          $    182,151,800        $   25,000.00
   Class 2-A-1            (2)          $     44,601,100        $   25,000.00
   Class 3-A-1            (3)          $     25,000,000        $   25,000.00
   Class 3-A-2            (3)          $     41,305,600        $   25,000.00
   Class 3-A-3            (3)          $     22,207,100        $   25,000.00
   Class 4-A-1            (4)          $     58,752,400        $   25,000.00
   Class 4-A-2            (4)          $      2,005,000        $   25,000.00
   Class S-F-1            (5)          $     11,415,500        $   25,000.00
   Class S-F-2            (6)          $     87,901,300        $   25,000.00
   Class S-F-3            (7)          $    112,490,000        $   25,000.00
   Class A-R              (1)          $            100                  100%
   Class I-B-1            (8)          $      5,249,500        $   25,000.00
   Class I-B-2            (8)          $      3,110,800        $   25,000.00
   Class I-B-3            (8)          $      1,360,900        $   25,000.00
   Class I-B-4            (8)          $      1,166,500        $  100,000.00
   Class I-B-5            (8)          $        777,700        $  100,000.00
   Class I-B-6            (8)          $      1,167,101        $  100,000.00
   Class S-B-1            (9)          $      3,619,600        $   25,000.00
   Class S-B-2            (9)          $      1,535,600        $   25,000.00
   Class S-B-3            (9)          $        767,800        $   25,000.00
   Class S-B-4            (9)          $        767,800        $  100,000.00
   Class S-B-5            (9)          $        329,000        $  100,000.00
   Class S-B-6            (9)          $        548,725        $  100,000.00
</TABLE>

----------
(1)      The Certificate Interest Rate with respect to any Distribution Date
         (and the related Accrual Period) for the Class 1-A-1 and Class A-R
         Certificates will equal the Pool 1 Net WAC.

(2)      The Certificate Interest Rate with respect to any Distribution Date
         (and the related Accrual Period) for the Class 2-A-1 Certificates will
         equal the Pool 2 Net WAC.

(3)      The Certificate Interest Rate with respect to any Distribution Date
         (and the related Accrual Period) for the Class 3-A-1, Class 3-A-2 and
         Class 3-A-3 Certificates will equal the Pool 3 Net WAC.

(4)      The Certificate Interest Rate with respect to any Distribution Date
         (and the related Accrual Period) for the Class 4-A-1 and Class 4-A-2
         Certificates will equal the Pool 4 Net WAC.

(5)      The Certificate Interest Rate with respect to any Distribution Date
         (and the related Accrual Period) for the Class S-F-1 Certificates will
         equal the Pool 5 Net WAC.

(6)      The Certificate Interest Rate with respect to any Distribution Date
         (and the related Accrual Period) for the Class S-F-2 Certificates will
         equal the Pool 6 Net WAC.

                                       x
<PAGE>

(7)      The Certificate Interest Rate with respect to any Distribution Date
         (and the related Accrual Period) for the Class S-F-3 Certificates will
         equal the Pool 7 Net WAC.

(8)      The Certificate Interest Rates with respect to any Distribution Date
         (and the related Accrual Period) for the Class I-B-1, Class I-B-2,
         Class I-B-3, Class I-B-4, Class I-B-5 and Class I-B-6 Certificates will
         be equal to the Pool I Subordinate Net WAC.

(9)      The Certificate Interest Rates with respect to any Distribution Date
         (and the related Accrual Period) for the Class S-B-1, Class S-B-2,
         Class S-B-3, Class S-B-4, Class S-B-5 and Class S-B-6 Certificates will
         be equal to the Pool II Subordinate Net WAC.

         As of the Cut-off Date, the Mortgage Loans in Aggregate Pool I and
Aggregate Pool II had an Aggregate Stated Principal Balance of $388,855,601.64
and $219,375,325.31, respectively.

         The foregoing REMIC structure is intended to cause all of the cash from
the Mortgage Loans to flow through to the Upper-Tier REMIC as cash flow on a
REMIC regular interest, without creating any shortfall--actual or potential
(other than for credit losses) to any REMIC regular interest. To the extent that
the structure is believed to diverge from such intention the Trustee will
resolve ambiguities to accomplish such result and will to the extent necessary
rectify any drafting errors or seek clarification to the structure without
Certificateholder approval (but with guidance of Counsel) to accomplish such
intention.

                                       xi
<PAGE>

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

                                   ARTICLE I

                                  DEFINITIONS

         Section 1.01 Definitions.

         The following words and phrases, unless the context otherwise requires,
shall have the following meanings:

         Accountant: A Person engaged in the practice of accounting who (except
when this Agreement provides that an Accountant must be Independent) may be
employed by or affiliated with the Depositor or an Affiliate of the Depositor.

         Accrual Period: With respect to any Distribution Date and any Class of
Certificates, the calendar month preceding the month in which the Distribution
Date occurs. Interest shall accrue on all Classes of Certificates and on all
Lower-Tier Interests on the basis of a 360-day year consisting of twelve 30-day
months.

         Acknowledgements: The Assignment, Assumption and Recognition
Agreements, each dated as of June 1, 2004, assigning from the Sellers their
respective rights in the related Purchase and Servicing Agreements to the
Depositor and from the Depositor to the Trustee, for the benefit of the
Certificateholders.

         Act: The Securities Act of 1933, as amended.

         Additional Collateral: With respect to any Additional Collateral
Mortgage Loan, the marketable securities and other acceptable collateral pledged
as collateral pursuant to the related pledge agreements.

         Additional Collateral Mortgage Loan: Each Mortgage Loan identified as
such in the Mortgage Loan Schedule.

         Adjustment Date: As to any Mortgage Loan, the date on which the related
Mortgage Rate adjusts in accordance with the terms of the related Mortgage Note.

         Advance: With respect to a Mortgage Loan, the payments required to be
made by the Master Servicer or the applicable Servicer with respect to any
Distribution Date pursuant to this Agreement or the applicable Purchase and
Servicing Agreement, as applicable, the amount of any such payment being equal
to the aggregate of the payments of principal and interest (net of the
applicable Servicing Fee, in the case of the applicable Servicer, or the Master
Servicing Fee and the applicable Servicing Fee, in the case of the Master
Servicer, and net of any net income in the case of any REO Property) on the
Mortgage Loans that were due on the related Due Date and not received as of the
close of business on the related Determination Date, less the aggregate amount
of any such delinquent payments that the Master Servicer or the applicable
Servicer has determined would constitute Nonrecoverable Advances if advanced.

                                       1
<PAGE>

         Adverse REMIC Event: Either (i) loss of status as a REMIC, within the
meaning of Section 860D of the Code, for any group of assets identified as a
REMIC in the Preliminary Statement to this Agreement, or (ii) imposition of any
tax, including the tax imposed under Section 860F(a)(1) on prohibited
transactions, and the tax imposed under Section 860G(d) on certain contributions
to a REMIC, on any REMIC created hereunder to the extent such tax would be
payable from assets held as part of the Trust Fund.

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

         Aggregate Expense Rate: With respect to any Mortgage Loan, the sum of
the Master Servicing Fee Rate and the applicable Servicing Fee Rate.

         Aggregate Pool: Aggregate Pool I or Aggregate Pool II, as the context
requires.

         Aggregate Pool I: Pool 1, Pool 2, Pool 3 and Pool 4.

         Aggregate Pool II: Pool 5, Pool 6 and Pool 7.

         Aggregate Senior Percentage: As to any Distribution Date and (x)
Aggregate Pool I, the percentage equivalent of a fraction, the numerator of
which is the aggregate of the Class Principal Amounts of the Pool I Senior
Certificates and the denominator of which is the Aggregate Stated Principal
Balance for Aggregate Pool I for such date, but in no event greater than 100%,
and (y) Aggregate Pool II, the percentage equivalent of a fraction, the
numerator of which is the aggregate of the Class Principal Amounts of the Pool
II Senior Certificates and the denominator of which is the Aggregate Stated
Principal Balance for Aggregate Pool II for such date, but in no event greater
than 100%.

         Aggregate Subordinate Percentage: As to any Distribution Date and
either Aggregate Pool, the difference between 100% and the related Aggregate
Senior Percentage for such Distribution Date, but in no event less than zero.

         Aggregate Stated Principal Balance: As to any Distribution Date, the
aggregate of the Stated Principal Balances for all Mortgage Loans in Aggregate
Pool I or Aggregate Pool II, as applicable, (and when such term is used with
respect to a particular Mortgage Pool, the aggregate of the Stated Principal
Balances of the Mortgage Loans in such Mortgage Pool) which were outstanding on
the Due Date in the month preceding the month of such Distribution Date.

         Aggregate Voting Interests: The aggregate of the Voting Interests of
all the Certificates under this Agreement.

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

                                       2
<PAGE>

         Allocable Share: With respect to each Class of Subordinated
Certificates related to an Aggregate Pool and any Distribution Date, the
percentage equivalent of a fraction, the numerator of which is the Class
Principal Amount of such Class and the denominator of which is the aggregate of
the Class Principal Amounts of each related Class of Subordinate Certificates.

         Applicable Credit Support Percentage: As to any Class of Subordinate
Certificates related to an Aggregate Pool and any Distribution Date, the sum of
the related Class Subordination Percentage of such Class and of all related
Classes of Subordinate Certificates that rank lower in priority than such Class.

         Apportioned Principal Balance: As to any Distribution and each Class of
Subordinate Certificates related to an Aggregate Pool, the Class Principal
Amount thereof multiplied by a fraction, the numerator of which is the
applicable Pool Subordinate Amount (i.e., the Pool 1 Subordinate Amount, the
Pool 2 Subordinate Amount, the Pool 3 Subordinate Amount, the Pool 4 Subordinate
Amount, the Pool 5 Subordinate Amount, the Pool 6 Subordinate Amount or the Pool
7 Subordinate Amount, as the case may require), and the denominator of which is
the sum of the Pool Subordinate Amounts related to that Aggregate Pool, in each
case, on such date.

         Appraised Value: With respect to any Mortgage Loan, the Appraised Value
of the related Mortgaged Property shall be: (i) with respect to a Mortgage Loan
other than a Refinancing Mortgage Loan, the lesser of (a) the value of the
Mortgaged Property based upon the appraisal made at the time of the origination
of such Mortgage Loan and (b) the sales price of the Mortgaged Property at the
time of the origination of such Mortgage Loan; and (ii) with respect to a
Refinancing Mortgage Loan, the value of the Mortgaged Property based upon the
appraisal made at the time of the origination of such Refinancing Mortgage Loan.

         Assignment: Each Assignment, dated as of June 1, 2004 between the
related Seller and the Custodian, pursuant to which such Seller assigns to the
Trustee all of its rights, title and interest under the related Custodial
Agreement to the extent relating to certain specified mortgage loans.

         Assignment of Mortgage: An assignment of the Mortgage, notice of
transfer or equivalent instrument, in recordable form, sufficient under the laws
of the jurisdiction wherein the related Mortgaged Property is located to reflect
the sale of the Mortgage to the Trustee, which assignment, notice of transfer or
equivalent instrument may be in the form of one or more blanket assignments
covering the Mortgage Loans secured by Mortgaged Properties located in the same
jurisdiction, if permitted by law; provided, however, that the Trustee shall not
be responsible for determining whether any such assignment is in recordable
form.

         Assignment of Proprietary Lease: With respect to a Cooperative Mortgage
Loan, an assignment of the Proprietary Lease sufficient under the laws of the
jurisdiction wherein the related Cooperative Unit is located to reflect the
assignment of such Proprietary Lease.

         Assignment of Recognition Agreement: With respect to a Cooperative
Mortgage Loan, an assignment of the Recognition Agreement sufficient under the
laws of the jurisdiction wherein the related Cooperative Unit is located to
reflect the assignment of such Recognition Agreement.

                                       3
<PAGE>

         Authenticating Agent: Any authenticating agent appointed by the Trustee
pursuant to Section 6.10 until any successor authenticating agent for the
Certificates is named, and thereafter "Authenticating Agent" shall mean any such
successor. The Authenticating Agent shall be Wells Fargo Bank, N.A. for so long
as it is acting as Securities Administrator under this Agreement.

         Authorized Officer: Any Person who may execute an Officer's Certificate
on behalf of the Depositor.

         Available Distribution Amount: With respect to any Distribution Date
and each Mortgage Pool, the total amount of all cash received by the Master
Servicer on the Mortgage Loans in such Mortgage Pool from each Servicer or
otherwise for deposit into the Distribution Account in respect of such
Distribution Date, including (1) all scheduled installments of interest (net of
the related Servicing Fees and Master Servicing Fees) and principal collected on
the related Mortgage Loans and due during the Due Period related to such
Distribution Date, together with any Advances in respect thereof, (2) all
Insurance Proceeds, Liquidation Proceeds, Subsequent Recoveries and the proceeds
of any Additional Collateral from the related Mortgage Loans, in each case for
such Distribution Date, (3) all partial or full Principal Prepayments, together
with any accrued interest thereon, identified as having been received from the
related Mortgage Loans during the related Prepayment Period, (4) any amounts
paid by the Master Servicer and/or received from the Servicers in respect of
Prepayment Interest Shortfalls with respect to the related Mortgage Loans; and
(5) the aggregate Purchase Price of all Defective Mortgage Loans in such
Mortgage Pool purchased from the Trust Fund during the related Prepayment
Period, minus:

                  (A)      with respect to the Mortgage Loans in that Mortgage
                  Pool (or, if not related to the Mortgage Pool, that Mortgage
                  Pool's pro rata share of), all related fees, charges and other
                  amounts payable or reimbursable to the Master Servicer, the
                  Securities Administrator, the Custodian or the Trustee under
                  this Agreement or to the related Servicers under the
                  applicable Purchase and Servicing Agreements;

                  (B)      in the case of (2), (3), (4) and (5) above, any
                  related unreimbursed expenses incurred by the related
                  Servicers in connection with a liquidation or foreclosure and
                  any unreimbursed Advances or Servicing Advances due to the
                  Master Servicer or the related Servicers;

                  (C)      any related unreimbursed Nonrecoverable Advances due
                  to the Master Servicer or the Servicers;

                  (D)      in the case of (1) through (4) above, any related
                  amounts collected which are determined to be attributable to a
                  subsequent Due Period or Prepayment Period; and

                  (E)      with respect to the Sunset Mortgage Loans, any
                  payments in the nature of prepayment penalties received by the
                  Master Servicer to be paid to Sunset.

                                       4
<PAGE>

         Bankruptcy: As to any Person, the making of an assignment for the
benefit of creditors, the filing of a voluntary petition in bankruptcy,
adjudication as a bankrupt or insolvent, the entry of an order for relief in a
bankruptcy or insolvency proceeding, the seeking of reorganization, arrangement,
composition, readjustment, liquidation, dissolution or similar relief, or
seeking, consenting to or acquiescing in the appointment of a trustee, receiver
or liquidator, dissolution, or termination, as the case may be, of such Person
pursuant to the provisions of either the Bankruptcy Code or any other similar
state laws.

         Bankruptcy Code: The United States Bankruptcy Code of 1986, as amended.

         Bankruptcy Coverage Termination Date: As to any Aggregate Pool, the
point in time at which the related Bankruptcy Loss Coverage Amount is reduced to
zero.

         Bankruptcy Loss: With respect to any Mortgage Loan, a Deficient
Valuation or Debt Service Reduction; provided, however, that a Bankruptcy Loss
shall not be deemed a Bankruptcy Loss hereunder so long as the related Servicer
has notified the Master Servicer in writing that the related Servicer is
diligently pursuing any remedies that may exist in connection with the related
Mortgage Loan and either (A) the related Mortgage Loan is not in default with
regard to payments due thereunder or (B) delinquent payments of principal and
interest under the related Mortgage Loan and any related escrow payments in
respect of such Mortgage Loan are being advanced on a current basis by the
Master Servicer or the related Servicer, in either case without giving effect to
any Debt Service Reduction or Deficient Valuation, as reported by the related
Servicer to the Master Servicer.

         Bankruptcy Loss Coverage Amount: As of any date of determination, the
Bankruptcy Loss Coverage Amount for Aggregate Pool I or Aggregate Pool II shall
equal the related Initial Bankruptcy Coverage Amount as reduced by (i) the
aggregate amount of Bankruptcy Losses in the related Aggregate Pool allocated to
the related Certificates since the Cut-off Date and (ii) any permissible
reductions in the related Bankruptcy Loss Coverage Amount as evidenced by a
letter of each Rating Agency to the Trustee to the effect that any such
reduction will not result in a downgrading of the then current ratings assigned
to the related Classes of Certificates rated by it.

         BofA: Bank of America, N.A.

         BofA Mortgage Loan: Each Mortgage Loan originated by Bank of America,
N.A. and listed on the Mortgage Loan Schedule.

         BofA Purchase and Servicing Agreement: The Flow Mortgage Loan Flow Sale
and Servicing Agreement, dated October 1, 2003, as amended by Amendment No. 1
thereto dated as of February 24, 2004, between Morgan Stanley Mortgage Capital
Inc. and Bank of America, N.A. and listed in Exhibit E hereto.

         Book-Entry Certificates: Beneficial interests in Certificates
designated as "Book-Entry Certificates" in this Agreement, ownership and
transfers of which shall be evidenced or made through book entries by a Clearing
Agency as described in Section 3.09; provided, that after the occurrence of a
Book-Entry Termination whereupon book-entry registration and transfer are no
longer permitted and Definitive Certificates are to be issued to Certificate
Owners, such Book-Entry Certificates shall no longer be "Book-Entry
Certificates." As of the Closing Date, the

                                       5
<PAGE>

following Classes of Certificates constitute Book-Entry Certificates: Class
1-A-1, Class 2-A-1, Class 3-A-1, Class 3-A-2, Class 3-A-3, Class 4-A-1, Class
4-A-2, Class S-F-1, Class S-F-2, Class S-F-3, Class I-B-1, Class I-B-2, Class
I-B-3, Class S-B-1, Class S-B-2 and Class S-B-3.

         Book-Entry Termination: The occurrence of any of the following events:
(i) the Clearing Agency is no longer willing or able to properly discharge its
responsibilities with respect to the Book Entry Certificates, and the Depositor
is unable to locate a qualified successor; or (ii) the Depositor at its option
advises the Trustee and the Certificate Registrar in writing that it elects to
terminate the book-entry system through the Clearing Agency.

         Business Day: Any day other than (i) a Saturday or a Sunday or (ii) a
day on which banking institutions in New York, New York or, if other than New
York, the city in which the Corporate Trust Office of the Trustee is located, or
the States of Maryland or Minnesota, are authorized or obligated by law or
executive order to be closed.

         Calculation Rate: For each Distribution Date, in the case of the Class
A and Class B Interests, the product of (i) 10 and (ii) the weighted average
rate of the outstanding Class A and Class B Interests, treating each Class A
Interest as capped at zero or reduced by a fixed percentage of 100% of the
interest accruing on such Class.

         Cendant: Cendant Mortgage Corporation.

         Cendant/JPMMAC Mortgage Loan: Each Mortgage Loan originated by Cendant
Mortgage Corporation, sold under the Cendant/JPMMAC Purchase and Servicing
Agreement and listed on the Mortgage Loan Schedule.

         Cendant/JPMMAC Purchase and Servicing Agreement: The Mortgage Loan Flow
Purchase, Sale and Servicing Agreement, dated as of April 29, 2003, as amended
by Amendment No. 1 thereto dated as of September 1, 2003, among JPMMAC, Cendant
Mortgage Corporation and Bishop's Gate Residential Mortgage Trust (formerly
known as Cendant Residential Mortgage Trust) and listed in Exhibit E hereto.

         Cendant/MS Mortgage Loan: Each Mortgage Loan originated by Cendant
Mortgage Corporation, sold under the Cendant/MS Purchase and Servicing Agreement
and listed on the Mortgage Loan Schedule.

         Cendant/MS Purchase and Servicing Agreement: The Mortgage Loan Flow
Purchase, Sale and Servicing Agreement, dated as of November 13, 2003, among
Morgan Stanley Mortgage Capital Inc., Cendant Mortgage Corporation and Bishop's
Gate Residential Mortgage Trust (formerly known as Cendant Residential Mortgage
Trust) and listed in Exhibit E hereto.

         Certificate: Any one of the certificates signed by the Trustee, or the
Securities Administrator on the Trustee's behalf, and authenticated by the
Securities Administrator as Authenticating Agent in substantially the forms
attached hereto as Exhibit A.

         Certificate Group: Each of the Group 1 Certificates, the Group 2
Certificates, the Group 3 Certificates, the Group 4 Certificates, the Group 5
Certificates, the Group 6 Certificates and the Group 7 Certificates.

                                       6
<PAGE>

         Certificate Interest Rate: With respect to each Class of Certificates
and any Distribution Date, the applicable per annum rate described in the
Preliminary Statement hereto.

         Certificate Owner: With respect to a Book-Entry Certificate, the Person
who is the owner of such Book-Entry Certificate, as reflected on the books of
the Clearing Agency, or on the books of a Person maintaining an account with
such Clearing Agency (directly or as an indirect participant, in accordance with
the rules of such Clearing Agency).

         Certificate Principal Amount: With respect to any Certificate, at the
time of determination, the maximum specified dollar amount of principal to which
the Holder thereof is then entitled hereunder, such amount being equal to the
initial principal amount set forth on the face of such Certificate, (A) plus any
Subsequent Recoveries added to the Certificate Principal Amount of such
Certificate pursuant to Section 5.03 (B) minus (i) the amount of all principal
distributions previously made with respect to such Certificate; (ii) all
Realized Losses allocated to such Certificate; and (iii) in the case of a
Subordinate Certificate, any Subordinate Certificate Writedown Amount allocated
to such Certificates. For purposes of Article V hereof, unless specifically
provided to the contrary, Certificate Principal Amounts shall be determined as
of the close of business of the immediately preceding Distribution Date, after
giving effect to all distributions made on such date.

         Certificate Register and Certificate Registrar: The register maintained
and the registrar appointed pursuant to Section 3.02. Wells Fargo Bank, N.A.
will act as Certificate Registrar for so long as it is the Securities
Administrator under this Agreement.

         Certificateholder: The meaning provided in the definition of "Holder."

         Civil Relief Act: The Servicemembers Civil Relief Act and any similar
state laws.

         Class: Collectively, Certificates bearing the same class designation.
In the case of a Lower-Tier REMIC, the term "Class" refers to all Lower-Tier
Interests having the same alphanumeric designation.

         Class Notional Amount: Not applicable.

         Class Principal Amount: With respect to each Class of Certificates, the
aggregate of the Certificate Principal Amounts of all Certificates of such Class
at the date of determination. With respect to any Lower-Tier Interest, the
initial Class Principal Amount as shown or described in the table set forth in
the Preliminary Statement for the issuing REMIC, as reduced by principal
distributed with respect to such Lower-Tier Interest and Realized Losses
allocated to such Lower-Tier Interest at the date of determination.

         Class Subordination Percentage: With respect to each Class of
Subordinate Certificates related to an Aggregate Pool, for each Distribution
Date, the percentage obtained by dividing the Class Principal Amount of such
Class immediately prior to such Distribution Date by the sum of the Class
Principal Amounts of all related Classes of Certificates immediately prior to
such Distribution Date.

                                       7
<PAGE>

         Class A-R Certificate: The Class A-R Certificate executed by the
Trustee, and authenticated and delivered by the Authenticating Agent,
substantially in the form annexed hereto as Exhibit A, and evidencing the
ownership of the residual interest in the Upper-Tier REMIC.

         Clearing Agency: An organization registered as a "clearing agency"
pursuant to Section 17A of the Securities Exchange Act of 1934, as amended. As
of the Closing Date, the Clearing Agency shall be The Depository Trust Company.

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

         Closing Date: June 29, 2004.

         CMMC Mortgage Loan: Each Mortgage Loan originated by Chase Manhattan
Mortgage Corporation and listed on the Mortgage Loan Schedule.

         CMMC Purchase and Servicing Agreement: The Flow Mortgage Loan Purchase,
Warranties and Servicing Agreement, dated as of January 1, 2004, as amended by
Amendment No. 1 thereto dated as of June 1, 2004, between JPMMAC and Chase
Manhattan Mortgage Corporation and listed in Exhibit E hereto.

         Code: The Internal Revenue Code of 1986, as amended, and as it may be
further amended from time to time, any successor statutes thereto, and
applicable U.S. Department of Treasury regulations issued pursuant thereto in
temporary or final form.

         Compensating Interest Payment: As to any Distribution Date, the lesser
of (1) the Master Servicing Fee for such date and (2) any Prepayment Interest
Shortfall for such date, to the extent required by Section 5.05.

         Consent: A document executed by the Cooperative Corporation (i)
consenting to the sale of the Cooperative Unit to the Mortgagor and (ii)
certifying that all maintenance charges relating to the Cooperative Unit have
been paid.

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

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

         Cooperative Property: The real property and improvements owned by the
Cooperative Corporation, that includes the allocation of individual dwelling
units to the holders of the shares of the Cooperative Corporation.

         Cooperative Shares: Shares issued by a Cooperative Corporation.

                                       8
<PAGE>

         Cooperative Unit: With respect to any Cooperative Mortgage Loan, a
specific unit in a Cooperative Property.

         Corporate Trust Office: With respect to the Trustee, the principal
corporate trust office of the Trustee located at 401 South Tryon Street,
Charlotte, North Carolina, 28288-1179 Attention: Structured Finance Trust
Services, J.P. Morgan Mortgage Trust 2004-A3, or at such other address as the
Trustee may designate from time to time by notice to the Certificateholders, the
Depositor, the Master Servicer and the Securities Administrator or the principal
corporate trust office of any successor Trustee. With respect to the Certificate
Registrar and presentment of Certificates for registration of transfer, exchange
or final payment, Wells Fargo Bank, N.A., Sixth Street and Marquette Avenue,
Minneapolis, Minnesota 55479, Attention: Corporate Trust, J.P. Morgan Mortgage
Trust 2004-A3.

         Countrywide Mortgage Loan: Each Mortgage Loan originated by Countrywide
Home Loans, Inc. and listed on the Mortgage Loan Schedule.

         Countrywide Purchase and Servicing Agreement: The Master Mortgage Loan
Purchase and Servicing Agreement, dated as of August 28, 2003, as amended by
Amendment No. 1 thereto dated as of June 1, 2004, between JPMMAC and Countrywide
Home Loans, Inc. and listed in Exhibit E hereto.

         Credit Support Depletion Date: With respect to an Aggregate Pool, the
first Distribution Date, if any, on which the aggregate Certificate Principal
Amount of the related Subordinate Certificates have been reduced to zero.

         Cross-Over Situation: For any Distribution Date and for any Mortgage
Pool (after taking into account principal distributions on such Distribution
Date) a Cross-Over Situation exists with respect to the Class A and Class B
Interests of the Mortgage Pool if such Interests in the aggregate are less than
1% of the Subordinated Portion of the Mortgage Pool.

         Current Interest: With respect to each Class of Certificates and any
Distribution Date, the aggregate amount of interest accrued at the applicable
Certificate Interest Rate during the related Accrual Period on the Class
Principal Amount of such Class immediately prior to such Distribution Date.

         Custodial Accounts: Each custodial account (other than an Escrow
Account) established and maintained by a Servicer pursuant to a Purchasing and
Servicing Agreement.

         Custodian: A Person who is at anytime appointed by the Trustee and the
Depositor as a custodian of the Mortgage Documents and the Trustee Mortgage
Files. The initial Custodian is JPMorgan Chase Bank.

         Custodial Agreements: The Custodial Agreements, listed in Exhibit F
hereof, as each such agreement may be amended or supplemented from time to time
as permitted hereunder.

         Cut-off Date: June 1, 2004.

                                       9
<PAGE>

         Debt Service Reduction: With respect to any Mortgage Loan, a reduction
by a court of competent jurisdiction in a proceeding under the Bankruptcy Code
in the Scheduled Payment for such Mortgage Loan which became final and
non-appealable, except such a reduction resulting from a Deficient Valuation or
any reduction that results in a permanent forgiveness of principal.

         Defective Mortgage Loan: The meaning specified in Section 2.05.

         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 indebtedness under the Mortgage Loan, or any
reduction in the amount of principal to be paid in connection with any Scheduled
Payment that results in a permanent forgiveness of principal, which valuation or
reduction results from an order of such court which is final and non-appealable
in a proceeding under the Bankruptcy Code.

         Definitive Certificate: A Certificate of any Class issued in
definitive, fully registered, certificated form.

         Deleted Mortgage Loan: A Mortgage Loan which is repurchased, or
replaced or to be replaced with a Qualified Substitute Mortgage Loan.

         Delinquent: Any Mortgage Loan with respect to which the Scheduled
Payment due on a Due Date is not received.

         Depositor: J.P. Morgan Acceptance Corporation I, a Delaware corporation
having its principal place of business in New York, or its successors in
interest.

         Determination Date: With respect to each Distribution Date and
Servicer, the date specified as such in the related Purchase and Servicing
Agreement.

         Disqualified Organization: A "disqualified organization" as defined in
Section 860E(e)(5) of the Code.

         Distribution Account: The separate Eligible Account created and
maintained by the Securities Administrator, on behalf of the Trustee, pursuant
to Section 4.01. Funds in the Distribution Account (exclusive of any earnings on
investments made with funds deposited in the Distribution Account) shall be held
in trust for the Trustee and the Certificateholders for the uses and purposes
set forth in this Agreement.

         Distribution Account Deposit Date: The 18th day of each calendar month
after the initial issuance of the Certificates or, if such 18th day is not a
Business Day, the immediately preceding Business Day, commencing in July 2004.

         Distribution Date: The 25th day of each month or, if such 25th day is
not a Business Day, the next succeeding Business Day, commencing in July 2004.

         Due Date: With respect to any Mortgage Loan, the date on which a
Scheduled Payment is due under the related Mortgage Note as indicated in the
applicable Purchase and Servicing Agreement.

                                       10
<PAGE>

         Due Period: As to any Distribution Date, the period beginning on the
second day of the month preceding the month of such Distribution Date, and
ending on the first day of the month of such Distribution Date.

         Effective Loan-to-Value Ratio: A fraction, expressed as a percentage,
the numerator of which is the original Stated Principal Balance of the Mortgage
Loan, less the amount of Additional Collateral required to secure such Mortgage
Loan at the time of origination, if any, and the denominator of which is the
Appraised Value of the related Mortgage Property at such date.

         Eligible Account: Any of (i) an account or accounts maintained with a
federal or state chartered depository institution or trust company the
short-term unsecured debt obligations of which (or, in the case of a depository
institution or trust company that is the principal subsidiary of a holding
company, the debt obligations of such holding company) have the highest
short-term ratings of each Rating Agency at the time any amounts are held on
deposit therein, or (ii) an account or accounts in a depository institution or
trust company in which such accounts are insured by the FDIC or the SAIF (to the
limits established by the FDIC or the SAIF) and the uninsured deposits in which
accounts are otherwise secured such that, as evidenced by an Opinion of Counsel
delivered to the Trustee and to each Rating Agency, the Certificateholders have
a claim with respect to the funds in such account or a perfected first priority
security interest against any collateral (which shall be limited to Permitted
Investments) securing such funds that is superior to claims of any other
depositors or creditors of the depository institution or trust company in which
such account is maintained, or (iii) a trust account or accounts maintained with
the trust department of a federal or state chartered depository institution or
trust company that is subject to regulations regarding fiduciary funds on
deposit similar to Title 12 of the U.S. Code of Federal Regulation Section
9.10(b), which, in either case, has corporate trust powers and is acting in its
fiduciary capacity or (iv) any other account acceptable to each Rating Agency,
as evidenced by a signed writing delivered by each Rating Agency. Eligible
Accounts may bear interest, and may include, if otherwise qualified under this
definition, accounts maintained with the Trustee, the Paying Agent, the
Securities Administrator or the Master Servicer.

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

         ERISA-Qualifying Underwriting: A best efforts or firm commitment
underwriting or private placement that meets the requirements of an
Underwriter's Exemption.

         ERISA-Restricted Certificate: The Class A-R, Class LT-R, Class I-B-4,
Class I-B-5, Class I-B-6, Class S-B-4, Class S-B-5 or Class S-B-6 Certificates,
and any Certificate that does not satisfy the applicable rating requirement
under the Underwriter's Exemption.

         Escrow Account: As defined in Article I of each Purchase and Servicing
Agreement.

         Estoppel Letter: A document executed by the Cooperative Corporation
certifying, with respect to a Cooperative Unit, (i) the appurtenant Proprietary
Lease will be in full force and effect as of the date of issuance thereof, (ii)
the related stock certificate was registered in the Mortgagor's name and the
Cooperative Corporation has not been notified of any lien upon,

                                       11
<PAGE>

pledge of, levy of execution on or disposition of such stock certificate, and
(iii) the Mortgagor is not in default under the appurtenant Proprietary Lease
and all charges due the Cooperative Corporation have been paid.

         Event of Default: Any one of the conditions or circumstances enumerated
in Section 6.14.

         Excess Loss: The amount of any (i) Fraud Loss on a Mortgage Loan in any
Mortgage Pool in Aggregate Pool I or Aggregate Pool II realized after the
related Fraud Loss Coverage Termination Date, (ii) Special Hazard Loss on a
Mortgage Loan in any Mortgage Pool in Aggregate Pool I or Aggregate Pool II
realized after the related Special Hazard Coverage Termination Date or (iii)
Bankruptcy Loss on a Mortgage Loan in any Mortgage Pool in Aggregate Pool I or
Aggregate Pool II realized after the related Bankruptcy Coverage Termination
Date.

         Fannie Mae: The entity formerly known as the Federal National Mortgage
Association, a federally chartered and privately owned corporation organized and
existing under the Federal National Mortgage Association Charter Act, or any
successor thereto.

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

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

         Fitch Ratings: Fitch, Inc., or any successor in interest.

         Fraud Loan: A Liquidated Mortgage Loan as to which a Fraud Loss has
occurred, as reported by the related Servicer to the Master Servicer.

         Fraud Loss Coverage Amount: As of the Closing Date, (x) $3,888,556,
with respect to the Pool I Certificates and (y) 2,193,753, with respect to the
Pool II Certificates, in each case, subject to reduction from time to time by
the amount of Fraud Losses allocated to the related Certificates. In addition,
on each anniversary of the Cut-off Date, each Fraud Loss Coverage Amount will be
reduced as follows: (a) on the first, second, third and fourth anniversaries of
the Cut-off Date, to an amount equal to the lesser of (i) 1%, in the case of the
first anniversary, and 0.5%, in the case of the second, third and fourth
anniversaries, of the then current Aggregate Stated Principal Balance for the
related Aggregate Pool and (ii) the excess of such Fraud Loss Coverage Amount as
of the preceding anniversary of the Cut-off Date over the cumulative amount of
Fraud Losses allocated to the related Certificates since such preceding
anniversary; and (b) on the fifth anniversary of the Cut-off Date, to zero.

         Fraud Loss Coverage Termination Date: As to either Fraud Loss Coverage
Amount, the point in time at which such Fraud Loss Coverage Amount is reduced to
zero.

         Global Securities: The global certificates representing the Book-Entry
Certificates.

                                       12
<PAGE>

         GreenPoint Mortgage Loan: Each Mortgage Loan originated by GreenPoint
Mortgage Funding, Inc. and listed on the Mortgage Loan Schedule.

         GreenPoint Purchase and Servicing Agreement: The Mortgage Loan Sale and
Servicing Agreement, dated as of September 1, 2003, among Morgan Stanley
Mortgage Capital Inc. and GreenPoint Mortgage Funding, Inc. and listed in
Exhibit E hereto.

         Group 1: All of the Group 1 Certificates.

         Group 1 Certificate: Any Class 1-A-1 and Class A-R Certificate.

         Group 2: All of the Group 2 Certificates.

         Group 2 Certificate: Any Class 2-A-1 Certificate.

         Group 3: All of the Group 3 Certificates.

         Group 3 Certificate: Any Class 3-A-1, Class 3-A-2 and Class 3-A-3
Certificate.

         Group 4: All of the Group 4 Certificates.

         Group 4 Certificate: Any Class 4-A-1 and Class 4-A-2 Certificate.

         Group 5: All of the Group 4 Certificates.

         Group 5 Certificate: Any Class S-F-1 Certificate.

         Group 6: All of the Group 6 Certificates.

         Group 6 Certificate: Any Class 6-A-1 Certificate.

         Group 7: All of the Group 7 Certificates.

         Group 7 Certificate: Any Class 7-A-1 Certificate.

         Holder or Certificateholder: The registered owner of any Certificate as
recorded on the books of the Certificate Registrar except that, solely for the
purposes of taking any action or giving any consent pursuant to this Agreement,
any Certificate registered in the name of the Depositor, the Trustee, the Master
Servicer, the Securities Administrator and any Servicer, or any Affiliate
thereof shall be deemed not to be outstanding in determining whether the
requisite percentage necessary to effect any such consent has been obtained,
except that, in determining whether the Trustee shall be protected in relying
upon any such consent, only Certificates which a Responsible Officer of the
Trustee knows to be so owned shall be disregarded. The Trustee may request and
conclusively rely on certifications by the Depositor, the Master Servicer, the
Securities Administrator or any Servicer in determining whether any Certificates
are registered to an Affiliate of the Depositor, the Master Servicer, the
Securities Administrator or any Servicer.

         HUD: The United States Department of Housing and Urban Development, or
any successor thereto.

                                       13
<PAGE>

         Independent: When used with respect to any Accountants, a Person who is
"independent" within the meaning of Rule 2-01(b) of the Securities and Exchange
Commission's Regulation S-X. When used with respect to any other Person, a
Person who (a) is in fact independent of another specified Person and any
Affiliate of such other Person, (b) does not have any material direct financial
interest in such other Person or any Affiliate of such other Person, and (c) is
not connected with such other Person or any Affiliate of such other Person as an
officer, employee, promoter, underwriter, trustee, partner, director or Person
performing similar functions.

         Index: As to each Mortgage Loan, the index from time to time in effect
for adjustment of the Mortgage Rate as set forth as such on the related Mortgage
Note.

         Initial Bankruptcy Coverage Amount: With respect to the Pool I
Certificates, $100,000. With respect to the Pool II Certificates, $100,000.

         Insurance Policy: With respect to any Mortgage Loan, any insurance
policy, including all names and endorsements thereto in effect, including any
replacement policy or policies for any Insurance Policies.

         Insurance Proceeds: Proceeds paid by any Insurance Policy (excluding
proceeds required to be applied to the restoration and repair of the related
Mortgaged Property or released to the Mortgagor), in each case other than any
amount included in such Insurance Proceeds in respect of Insured Expenses and
the proceeds from any Limited Purpose Surety Bond.

         Insured Expenses: Expenses covered by an Insurance Policy or any other
insurance policy with respect to the Mortgage Loans.

         Interest Distribution Amount: For each Class of Certificates, on any
Distribution Date, the Current Interest for such Class, as reduced by (i) such
Class's share of Net Prepayment Interest Shortfalls and (ii) the related Class'
allocable share of (A) after the related Special Hazard Coverage Termination
Date, with respect to each Mortgage Loan in the related Mortgage Pool (or after
the related Credit Support Depletion Date, any Mortgage Loan in the related
Aggregate Pool) that became a Special Hazard Mortgage Loan during the calendar
month preceding the month of such Distribution Date, the excess of one month's
interest at the related Net Mortgage Rate on the Stated Principal Balance of
such Mortgage Loan as of the Due Date in such month over the amount of
Liquidation Proceeds applied as interest on such Mortgage Loan with respect to
such month, (B) after the related Bankruptcy Coverage Termination Date, with
respect to each Mortgage Loan in the related Mortgage Pool (or after the related
Credit Support Depletion Date, any Mortgage Loan in the related Aggregate Pool)
that became subject to a Bankruptcy Loss during the calendar month preceding the
month of such Distribution Date, the interest portion of the related Debt
Service Reduction or Deficient Valuation, (C) each related Relief Act Shortfall
for the Mortgage Loans in the related Mortgage Pool (or after the related Credit
Support Depletion Date, any Mortgage Loan in the related Aggregate Pool)
incurred during the calendar month preceding the month of such Distribution Date
and (D) after the related Fraud Loss Coverage Termination Date, with respect to
each Mortgage Loan in the related Mortgage Pool (or after the related Credit
Support Depletion Date, any Mortgage Loan in the related Aggregate Pool) that
became a Fraud Loan during the calendar month preceding the

                                       14
<PAGE>

month of such Distribution Date, the excess of one month's interest at the
related Net Mortgage Rate on the Stated Principal Balance of such Mortgage Loan
as of the Due Date in such month over the amount of Liquidation Proceeds applied
as interest on such Mortgage Loan with respect to such month. Any such
shortfalls and reductions shall be allocated among all related Classes of Senior
Certificates (or in the case of the shortfalls and reductions set forth in
clause (ii) of the preceding sentence and prior to the related Credit Support
Depletion Date, among all Classes of Senior Certificates of the Related
Certificate Group) proportionately on the basis of the Interest Distribution
Amount otherwise payable thereon and among the related Subordinate Certificates
on the basis of their Apportioned Principal Balances before taking into account
any of the foregoing reductions.

         Interest-Only Certificates: Not applicable.

         Interest Shortfall: As to any Class of Certificates and any
Distribution Date, (i) the amount by which the Interest Distribution Amount for
such Class on such Distribution Date and all prior Distribution Dates exceeds
(ii) amounts distributed in respect thereof to such Class on prior Distribution
Dates.

         Interest Transfer Amount: For any Distribution Date and for any
Undercollateralized Group, an amount equal to one month's interest on the
applicable Principal Transfer Amount at the weighted average Certificate
Interest Rate of the applicable Undercollateralized Group, plus any interest
accrued on such Undercollateralized Group remaining unpaid from prior
Distribution Dates.

         Intervening Assignments: The original intervening assignments of the
Mortgage, notices of transfer or equivalent instrument.

         JPMMAC Mortgage Loans: The CMMC Mortgage Loans, the Countrywide
Mortgage Loans and the Cendant/JPMMAC Mortgage Loans assigned by JPMMAC to the
Depositor.

         Latest Possible Maturity Date: The Distribution Date occurring in (x)
June 2034, with respect to Aggregate Pool I, and (y) May 2034, with respect to
Aggregate Pool II.

         LIBOR: Not applicable.

         LIBOR Business Day: Any day on which banks in London, England and The
City of New York are open and conducting transactions in foreign currency and
exchange.

         LIBOR Certificate: Not applicable.

         LIBOR Determination Date: Not applicable.

         Limited Purpose Surety Bond: Any Limited Purpose Surety Bond listed in
Exhibit G.

         Liquidated Mortgage Loan: With respect to any Distribution Date, a
defaulted Mortgage Loan (including any REO Property) which was liquidated in the
calendar month preceding the month of such Distribution Date and as to which the
related Servicer has certified (in accordance with its Purchase and Servicing
Agreement) that it has received all amounts it expects to receive

                                       15
<PAGE>

in connection with the liquidation of such Mortgage Loan including the final
disposition of an REO Property.

         Liquidation Proceeds: Amounts, including Insurance Proceeds, received
in connection with the partial or complete liquidation of defaulted Mortgage
Loans, whether through trustee's sale, foreclosure sale or otherwise or amounts
received in connection with any condemnation or partial release of a Mortgaged
Property and any other proceeds received in connection with an REO Property.

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

         Lower-Tier Interest: Any one of the interests in the Lower-Tier REMICs
as described in the Preliminary Statement.

         Lower-Tier REMICs: As described in the Preliminary Statement.

         Margin: As to each Mortgage Loan, the percentage amount set forth on
the related Mortgage Note added to the Index in calculating the Mortgage Rate
thereon.

         Master Servicer: Wells Fargo Bank, N.A., a national banking association
organized under the laws of the United States in its capacity as Master Servicer
and any Person succeeding as Master Servicer hereunder or any successor in
interest, or if any successor master servicer shall be appointed as herein
provided, then such successor master servicer.

         Master Servicing Fee: With respect to any Distribution Date, an amount
equal to the product of one-twelfth of the Master Servicing Fee Rate and the
Stated Principal Balance of each Mortgage Loan as of the first day of the
related Due Period.

         Master Servicing Fee Rate: 0.0075% per annum.

         Maximum Rate: As to any Mortgage Loan, the maximum rate set forth on
the related Mortgage Note at which interest can accrue on such Mortgage Loan.

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

         MERS Mortgage Loan: Any Mortgage Loan registered with MERS on the
MERS(R) System.

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

         MIN: The mortgage identification number for any MERS Mortgage Loan.

                                       16
<PAGE>

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

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

         Mortgage: A mortgage, deed of trust or other instrument encumbering a
fee simple interest in real property securing a Mortgage Note, together with
improvements thereto.

         Mortgage Documents: With respect to each Mortgage Loan, the mortgage
documents required to be delivered to the Custodian pursuant to each Custodial
Agreement.

         Mortgage Loan: A Mortgage and the related notes or other evidences of
indebtedness secured by each such Mortgage conveyed, transferred, sold, assigned
to or deposited with the Trustee pursuant to Section 2.01 (including any
Replacement Loan and REO Property), including without limitation, each Mortgage
Loan listed on the Mortgage Loan Schedule, as amended from time to time.

         Mortgage Loan Schedule: The schedule attached hereto as Schedule A,
which shall identify each Mortgage Loan, as such schedule may be amended by the
Depositor or a Servicer from time to time to reflect the addition of Replacement
Mortgage Loans to, or the deletion of Deleted Mortgage Loans from, the Trust
Fund. Such schedule shall, among other things (i) designate the Servicer
servicing such Mortgage Loan and the applicable Servicing Fee Rate; (ii)
identify the designated Mortgage Pool in which such Mortgage Loan is included;
and (iii) separately identify Additional Collateral Mortgage Loans.

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

         Mortgage Pool: Each of Pool 1, Pool 2, Pool 3, Pool 4, Pool 5, Pool 6
and Pool 7.

         Mortgaged Property: The underlying property, including any Additional
Collateral, securing a Mortgage Loan which, with respect to a Cooperative Loan,
is the related Cooperative Shares and Property Lease.

         Mortgage Rate: As to any Mortgage Loan, the annual rate of interest
borne by the related Mortgage Notes.

         Mortgagor: The obligor on a Mortgage Note.

         National City Mortgage Loans: Each Mortgage Loan originated by National
City Mortgage Co. and listed on the Mortgage Loan Schedule.

         National City Purchase and Servicing Agreement: The Flow Master
Seller's Warranties and Servicing Agreement, dated as of February 24, 2004,
between JPMMAC and National City Mortgage Co. and listed in Exhibit E hereto.

         Net Liquidation Proceeds: With respect to any Liquidated Mortgage Loan
or any other disposition of related Mortgaged Property, the related Liquidation
Proceeds net of Advances,

                                       17
<PAGE>

Servicer Advances, Servicing Fees and/or Master Servicing Fees and any other
accrued and unpaid servicing fees received and retained in connection with the
liquidation of such Mortgage Loan or Mortgaged Property.

         Net Mortgage Rate: With respect to any Mortgage Loan and any
Distribution Date, the related Mortgage Rate as of the Due Date in the month
preceding the month of such Distribution Date reduced by the Aggregate Expense
Rate for such Mortgage Loan.

         Net Prepayment Interest Shortfall: With respect to any Mortgage Loan
and any Distribution Date, the amount by which any Prepayment Interest Shortfall
for such date exceeds the amount payable by the Master Servicer and/or the
related Servicer in respect of such shortfall.

         Net WAC: As to any Distribution Date, the weighted average of the Net
Mortgage Rates of the Mortgage Loans as of the Due Date of the month preceding
the month of such Distribution Date, weighted on the basis of their outstanding
Stated Principal Balances (after giving effect to the Scheduled Payments due on
or before such Due Date and Principal Prepayments received prior to such Due
Date) at such time.

         Net WAC Shortfall: Not applicable.

         Non-Book-Entry Certificate: Any Certificate other than a Book-Entry
Certificate.

         Non-permitted Foreign Holder: As defined in Section 3.03(f).

         Non-U.S. Person: Any person other than a "United States person" within
the meaning of Section 7701(a)(30) of the Code.

         Nonrecoverable Advance: Any portion of an Advance or Servicer Advance
previously made or proposed to be made by the Master Servicer and/or a Servicer
(as certified in an Officer's Certificate of such Servicer), which in the good
faith judgment of such party, shall not be ultimately recoverable by such party
from the related Mortgagor, related Liquidation Proceeds or otherwise.

         Notional Amount: Not applicable.

         Notional Certificate: Not applicable.

         Offering Document: The Prospectus.

         Officer's Certificate: A certificate signed by two Authorized Officers
of the Depositor or the Chairman of the Board, any Vice Chairman, the President,
any Vice President or any Assistant Vice President of the Master Servicer or the
Securities Administrator, and in each case delivered to the Trustee.

         Officer's Certificate of a Servicer: A certificate (i) signed by the
Chairman of the Board, the Vice Chairman of the Board, the President, a Managing
Director, a Vice President (however denominated), an Assistant Vice President,
the Treasurer, the Secretary, or one of the Assistant

                                       18
<PAGE>

Treasurers or Assistant Secretaries of a Servicer, or (ii) if provided for
herein, signed by a Servicing Officer, as the case may be, and delivered to the
Trustee or the Master Servicer, as required hereby.

         Opinion of Counsel: A written opinion of counsel, reasonably acceptable
in form and substance to the Trustee, the Securities Administrator or the Master
Servicer, as required hereby, and who may be in-house or outside counsel to the
Depositor, the Master Servicer, the Securities Administrator or the Trustee but
which must be Independent outside counsel with respect to any such opinion of
counsel concerning the transfer of any Residual Certificate or concerning
certain matters with respect to the Employee Retirement Income Security Act of
1974, as amended ("ERISA"), or the taxation, or the federal income tax status,
of each REMIC.

         Original Applicable Credit Support Percentage: With respect to each
Class of Pool I Subordinate Certificates and Pool II Subordinate Certificates,
the corresponding percentage set forth opposite its Class designation:

<TABLE>
<CAPTION>
Pool I Subordinated Certificates
--------------------------------
<S>                                    <C>
Class I-B-1.......................     3.30%
Class I-B-2.......................     1.95%
Class I-B-3.......................     1.15%
Class I-B-4.......................     0.80%
Class I-B-5.......................     0.50%
Class I-B-6.......................     0.30%
</TABLE>

<TABLE>
<CAPTION>
Pool II Subordinated Certificates
---------------------------------
<S>                                    <C>
Class S-B-1.......................     3.45%
Class S-B-2.......................     1.80%
Class S-B-3.......................     1.10%
Class S-B-4.......................     0.75%
Class S-B-5.......................     0.40%
Class S-B-6.......................     0.25%
</TABLE>

         Original Subordinate Principal Amount: For the Pool I Certificates, on
or prior to the third Senior Termination Date, with respect to a Mortgage Pool
in Aggregate Pool I, the portion of the aggregate of the initial Class Principal
Amounts of the Classes of Pool I Subordinated Certificates related to that
Mortgage Pool; or if such date is after the third Senior Termination Date, the
aggregate of the initial Class Principal Amounts of the Classes of Pool I
Subordinated Certificates. For the Pool II Certificates, on or prior to the
second Senior Termination Date, with respect to a Mortgage Pool in Aggregate
Pool II, the portion of the aggregate of the initial Class Principal Amounts of
the Classes of Pool II Subordinated Certificates related to that Mortgage Pool;
or if such date is after the second Senior Termination Date, the aggregate of
the initial Class Principal Amounts of the Classes of Pool II Subordinated
Certificates.

         Originator: Any one of Cendant Mortgage Corporation, Countrywide Home
Loans, Inc., Chase Manhattan Mortgage Corporation, National City Mortgage Co.,
Bank of America, N.A. or GreenPoint Mortgage Funding, Inc., as applicable.

                                       19
<PAGE>

         Overcollateralized Group: On any Distribution Date, any Certificate
Group which is not an Undercollateralized Group.

         Paying Agent: Any paying agent appointed pursuant to Section 3.08. The
initial Paying Agent shall be Wells Fargo Bank, N.A., for so long as it is
acting as Securities Administrator under this Agreement.

         Percentage Interest: With respect to any Certificate, its percentage
interest in the undivided beneficial ownership interest in the Trust Fund
evidenced by all Certificates of the same Class as such Certificate. With
respect to any Certificate other than the Class A-R and Class LT-R Certificates,
the Percentage Interest evidenced thereby shall equal the initial Certificate
Principal Amount thereof divided by the initial Class Principal Amount of all
Certificates of the same Class. With respect to each of the Class A-R and Class
LT-R Certificates, the Percentage Interest evidenced thereby shall be as
specified on the face thereof, or otherwise, be equal to 100%.

         Permitted Investments: At any time, any one or more of the following
obligations and securities:

                  (i)      obligations of the United States or any agency
         thereof, provided that such obligations are backed by the full faith
         and credit of the United States;

                  (ii)     general obligations of or obligations guaranteed by
         any state of the United States or the District of Columbia receiving
         the highest long-term debt rating of each Rating Agency, or such lower
         rating as shall not result in the downgrading or withdrawal of the
         ratings then assigned to the Certificates by the Rating Agencies, as
         evidenced by a signed writing delivered by each Rating Agency;

                  (iii)    commercial or finance company paper which is then
         receiving the highest commercial or finance company paper rating of
         each Rating Agency rating such paper, or such lower rating as shall not
         result in the downgrading or withdrawal of the ratings then assigned to
         the Certificates by the Rating Agencies, as evidenced by a signed
         writing delivered by each Rating Agency;

                  (iv)     certificates of deposit, demand or time deposits, or
         bankers' acceptances issued by any depository institution or trust
         company incorporated under the laws of the United States or of any
         state thereof and subject to supervision and examination by federal
         and/or state banking authorities, provided that the commercial paper
         and/or long-term unsecured debt obligations of such depository
         institution or trust company (or in the case of the principal
         depository institution in a holding company system, the commercial
         paper or long-term unsecured debt obligations of such holding company,
         but only if Moody's is not the applicable Rating Agency) are then rated
         one of the two highest long-term and the highest short-term ratings of
         each Rating Agency for such securities, or such lower ratings as shall
         not result in the downgrading or withdrawal of the ratings then
         assigned to the Certificates by the Rating Agencies, as evidenced by a
         signed writing delivered by each Rating Agency;

                                       20
<PAGE>

                  (v)      demand or time deposits or certificates of deposit
         issued by any bank or trust company or savings institution to the
         extent that such deposits are fully insured by the FDIC;

                  (vi)     guaranteed reinvestment agreements issued by any
         bank, insurance company or other corporation acceptable to the Rating
         Agencies at the time of the issuance of such agreements, as evidenced
         by a signed writing delivered by each Rating Agency;

                  (vii)    repurchase obligations with respect to any security
         described in clauses (i) and (ii) above, in either case entered into
         with a depository institution or trust company (acting as principal)
         described in clause (iv) above;

                  (viii)   securities (other than stripped bonds, stripped
         coupons or instruments sold at a purchase price in excess of 115% of
         the face amount thereof) bearing interest or sold at a discount issued
         by any corporation incorporated under the laws of the United States or
         any state thereof which, at the time of such investment, have one of
         the two highest ratings of each Rating Agency (except if the Rating
         Agency is Moody's, such rating shall be the highest commercial paper
         rating of Moody's for any such series), or such lower rating as shall
         not result in the downgrading or withdrawal of the ratings then
         assigned to the Certificates by the Rating Agencies, as evidenced by a
         signed writing delivered by each Rating Agency;

                  (ix)     interests in any money market fund which at the date
         of acquisition of the interests in such fund and throughout the time
         such interests are held in such fund has the highest applicable rating
         by each Rating Agency rating such fund or such lower rating as shall
         not result in a change in the rating then assigned to the Certificates
         by each Rating Agency, as evidenced by a signed writing delivered by
         each Rating Agency, including funds for which the Trustee, the Master
         Servicer, the Securities Administrator or any of its Affiliates is
         investment manager or adviser;

                  (x)      short-term investment funds sponsored by any trust
         company or national banking association incorporated under the laws of
         the United States or any state thereof which on the date of acquisition
         has been rated by each applicable Rating Agency in their respective
         highest applicable rating category or such lower rating as shall not
         result in a change in the rating then specified stated maturity and
         bearing interest or sold at a discount acceptable to each Rating Agency
         as shall not result in the downgrading or withdrawal of the ratings
         then assigned to the Certificates by the Rating Agencies, as evidenced
         by a signed writing delivered by each Rating Agency; and

                  (xi)     such other investments having a specified stated
         maturity and bearing interest or sold at a discount acceptable to the
         Rating Agencies as shall not result in the downgrading or withdrawal of
         the ratings then assigned to the Certificates by the Rating Agencies,
         as evidenced by a signed writing delivered by each Rating Agency;

provided, that no such instrument shall be a Permitted Investment if (i) such
instrument evidences the right to receive interest only payments with respect to
the obligations underlying

                                       21
<PAGE>

such instrument or (ii) such instrument would require the Depositor to register
as an investment company under the Investment Company Act of 1940, as amended.

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

         Pool 1: The aggregate of Mortgage Loans identified on the Mortgage Loan
Schedule as being included in Pool 1.

         Pool 1 Mortgage Loans: Any Mortgage Loan in Pool 1.

         Pool 1 Net WAC: With respect to any Distribution Date, the weighted
average of the Net Mortgage Rates of the Pool 1 Mortgage Loans as of the first
day of the calendar month immediately preceding the calendar month of such
Distribution Date, weighted on the basis of their Stated Principal Balances.

         Pool 1 Subordinate Amount: For any Distribution Date, the excess of the
Aggregate Stated Principal Balance of the Pool 1 Mortgage Loans over the sum of
the Class Principal Amounts of the Class 1-A-1 and Class A-R Certificates
immediately before such Distribution Date.

         Pool 2: The aggregate of Mortgage Loans identified on the Mortgage Loan
Schedule as being included in Pool 2.

         Pool 2 Mortgage Loans: Any Mortgage Loan in Pool 2.

         Pool 2 Net WAC: With respect to any Distribution Date, the weighted
average of the Net Mortgage Rates of the Pool 2 Mortgage Loans as of the first
day of the calendar month immediately preceding the calendar month of such
Distribution Date, weighted on the basis of their Stated Principal Balances.

         Pool 2 Subordinate Amount: For any Distribution Date, the excess of the
Aggregate Stated Principal Balance of the Pool 2 Mortgage Loans over the Class
Principal Amount of the Class 2-A-1 Certificates immediately before such
Distribution Date.

         Pool 3: The aggregate of Mortgage Loans identified on the Mortgage Loan
Schedule as being included in Pool 3.

         Pool 3 Mortgage Loans: Any Mortgage Loan in Pool 3.

         Pool 3 Net WAC: With respect to any Distribution Date, the weighted
average of the Net Mortgage Rates of the Pool 3 Mortgage Loans as of the first
day of the calendar month immediately preceding the calendar month of such
Distribution Date, weighted on the basis of their Stated Principal Balances.

         Pool 3 Subordinate Amount: For any Distribution Date, the excess of the
Aggregate Stated Principal Balance of the Pool 3 Mortgage Loans over the sum of
the Class Principal

                                       22
<PAGE>

Amounts of the Class 3-A-1, Class 3-A-2 and Class 3-A-3 Certificates immediately
before such Distribution Date.

         Pool 4: The aggregate of Mortgage Loans identified on the Mortgage Loan
Schedule as being included in Pool 4.

         Pool 4 Mortgage Loans: Any Mortgage Loan in Pool 4.

         Pool 4 Net WAC: With respect to any Distribution Date, the weighted
average of the Net Mortgage Rates of the Pool 4 Mortgage Loans as of the first
day of the calendar month immediately preceding the calendar month of such
Distribution Date, weighted on the basis of their Stated Principal Balances.

         Pool 4 Subordinate Amount: For any Distribution Date, the excess of the
Aggregate Stated Principal Balance of the Pool 4 Mortgage Loans over the sum of
the Class Principal Amounts of the Class 4-A-1 and Class 4-A-2 Certificates
immediately before such Distribution Date.

         Pool 5: The aggregate of Mortgage Loans identified on the Mortgage Loan
Schedule as being included in Pool 5.

         Pool 5 Mortgage Loans: Any Mortgage Loan in Pool 5.

         Pool 5 Net WAC: With respect to any Distribution Date, the weighted
average of the Net Mortgage Rates of the Pool 5 Mortgage Loans as of the first
day of the calendar month immediately preceding the calendar month of such
Distribution Date, weighted on the basis of their Stated Principal Balances.

         Pool 5 Subordinate Amount: For any Distribution Date, the excess of the
Aggregate Stated Principal Balance of the Pool Mortgage Loans over the Class
Principal Amount of the Class S-F-1 Certificates immediately before such
Distribution Date.

         Pool 6: The aggregate of Mortgage Loans identified on the Mortgage Loan
Schedule as being included in Pool 6.

         Pool 6 Mortgage Loans: Any Mortgage Loan in Pool 6.

         Pool 6 Net WAC: With respect to any Distribution Date, the weighted
average of the Net Mortgage Rates of the Pool 6 Mortgage Loans as of the first
day of the calendar month immediately preceding the calendar month of such
Distribution Date, weighted on the basis of their Stated Principal Balances.

         Pool 6 Subordinate Amount: For any Distribution Date, the excess of the
Aggregate Stated Principal Balance of the Pool Mortgage Loans over the Class
Principal Amount of the Class S-F-2 Certificates immediately before such
Distribution Date.

         Pool 7: The aggregate of Mortgage Loans identified on the Mortgage Loan
Schedule as being included in Pool 7.

                                       23
<PAGE>

         Pool 7 Mortgage Loans: Any Mortgage Loan in Pool 7.

         Pool 7 Net WAC: With respect to any Distribution Date, the weighted
average of the Net Mortgage Rates of the Pool 7 Mortgage Loans as of the first
day of the calendar month immediately preceding the calendar month of such
Distribution Date, weighted on the basis of their Stated Principal Balances.

         Pool 7 Subordinate Amount: For any Distribution Date, the excess of the
Aggregate Stated Principal Balance of the Pool Mortgage Loans over the Class
Principal Amount of the Class S-F-3 Certificates immediately before such
Distribution Date.

         Pool I Certificates: The Pool I Senior Certificates and Pool I
Subordinate Certificates.

         Pool I Cut-off Date Balance: With respect to the Mortgage Loans in
Aggregate Pool I on the Closing Date, the Aggregate Stated Principal Balance of
Aggregate Pool I as of the Cut-off Date.

         Pool I Initial Optional Purchase Date: With respect to Aggregate Pool
I, the first Distribution Date following the date on which the Aggregate Stated
Principal Balance of Aggregate Pool I is equal to or less than 5.00% of the
Aggregate Stated Principal Balance of Aggregate Pool I as of the Cut-off Date.

         Pool I Senior Certificates: Group 1 Certificates, Group 2 Certificates,
Group 3 Certificates and Group 4 Certificates.

         Pool I Step Down Conditions: As of the first Distribution Date as to
which any decrease in any Senior Prepayment Percentage applies, with respect to
each Mortgage Pool in Aggregate Pool I (i) the outstanding Stated Principal
Balance of all Mortgage Loans in a Mortgage Pool in Aggregate Pool I 60 days or
more Delinquent (including Mortgage Loans in foreclosure, REO Property or
bankruptcy status) (averaged over the preceding six month period), as a
percentage of (a) if such date is on or prior to the third Senior Termination
Date, the portion of the aggregate Class Principal Amount of the Pool I
Subordinated Certificates related to that Mortgage Pool on such Distribution
Date, or (b) if such date is after the third Senior Termination Date, the
aggregate Class Principal Amount of the Pool I Subordinate Certificates on such
Distribution Date, does not equal or exceed 50% and (ii) cumulative Realized
Losses with respect to the Mortgage Loans in each Mortgage Pool in Aggregate
Pool I do not exceed (a) with respect to each Distribution Date from July 2011
through June 2012, 30% of the related Original Subordinate Principal Amount, (b)
with respect to each Distribution Date from July 2012 through June 2013, 35% of
the related Original Subordinate Principal Amount, (c) with respect to each
Distribution Date from July 2013 through June 2014, 40% of the related Original
Subordinate Principal Amount, (d) with respect to each Distribution Date from
July 2014 through June 2015, 45% of the related Original Subordinate Principal
Amount and (e) with respect to each Distribution Date from and after July 2015,
50% of the related Original Subordinate Principal Amount.

         Pool I Subordinate Certificates: Class I-B-1, Class I-B-2, Class I-B-3,
Class I-B-4, Class I-B-5 and Class I-B-6 Certificates.

                                       24
<PAGE>

         Pool I Subordinate Net WAC: For any Distribution Date, the weighted
average of the Pool 1 Net WAC, the Pool 2 Net WAC, the Pool 3 Net WAC and the
Pool 4 Net WAC, in each case weighted on the basis of the relative Pool
Subordinate Amounts for Pool 1, Pool 2, Pool 3 and Pool 4, respectively, for
such Distribution Date. For federal income tax purposes, Pool I Subordinate Net
WAC will equal the Calculation Rate following the allocation of Principal
Amounts or Principal Relocation Payments for such Distribution Date as provided
in the Preliminary Statement.

         Pool II Certificates: The Pool II Senior Certificates and Pool II
Subordinate Certificates.

         Pool II Cut-off Date Balance: With respect to the Mortgage Loans in
Aggregate Pool II on the Closing Date, the Aggregate Stated Principal Balance of
Aggregate Pool II as of the Cut-off Date.

         Pool II Initial Optional Purchase Date: With respect to Aggregate Pool
II, the first Distribution Date following the date on which the Aggregate Stated
Principal Balance of Aggregate Pool II is equal to or less than 5.00% of the
Aggregate Stated Principal Balance of Aggregate Pool II as of the Cut-off Date.

         Pool II Senior Certificates: Group 5 Certificates, Group 6 Certificates
and Group 7 Certificates.

         Pool II Step Down Conditions: As of the first Distribution Date as to
which any decrease in any Senior Prepayment Percentage applies, with respect to
each Mortgage Pool in Aggregate Pool II (i) the outstanding Stated Principal
Balance of all Mortgage Loans in a Mortgage Pool in Aggregate Pool II 60 days or
more Delinquent (including Mortgage Loans in foreclosure, REO Property or
bankruptcy status) (averaged over the preceding six month period), as a
percentage of (a) if such date is on or prior to the second Senior Termination
Date, the portion of the aggregate Class Principal Amount of the Pool II
Subordinated Certificates related to that Mortgage Pool on such Distribution
Date, or (b) if such date is after the second Senior Termination Date, the
aggregate Class Principal Amount of the Pool II Subordinate Certificates on such
Distribution Date, does not equal or exceed 50% and (ii) cumulative Realized
Losses with respect to the Mortgage Loans in each Mortgage Pool in Aggregate
Pool II do not exceed (a) with respect to each Distribution Date from July 2011
through June 2012, 30% of the related Original Subordinate Principal Amount, (b)
with respect to each Distribution Date from July 2012 through June 2013, 35% of
the related Original Subordinate Principal Amount, (c) with respect to each
Distribution Date from July 2013 through June 2014, 40% of the related Original
Subordinate Principal Amount, (d) with respect to each Distribution Date from
July 2014 through June 2015, 45% of the related Original Subordinate Principal
Amount and (e) with respect to each Distribution Date from and after July 2015,
50% of the related Original Subordinate Principal Amount.

         Pool II Subordinate Certificates: Class S-B-1, Class S-B-2, Class
S-B-3, Class S-B-4, Class S-B-5 and Class S-B-6 Certificates.

         Pool II Subordinate Net WAC: For any Distribution Date, the weighted
average of the Pool 5 Net WAC, the Pool 6 Net WAC and the Pool 7 Net WAC, in
each case weighted on the

                                       25
<PAGE>

basis of the relative Pool Subordinate Amounts for Pool 5, Pool 6 and Pool 7,
respectively, for such Distribution Date. For federal income tax purposes, Pool
II Subordinate Net WAC will equal the Calculation Rate following the allocation
of Principal Amounts or Principal Relocation Payments for such Distribution Date
as provided in the Preliminary Statement.

         Pool Percentage: With respect to each Mortgage Pool in an Aggregate
Pool and any Distribution Date, a fraction, expressed as a percentage, the
numerator of which is the Aggregate Stated Principal Balance of such Mortgage
Pool, and the denominator of which is the Aggregate Stated Principal Balance of
the related Aggregate Pool as of such Due Date.

         Pool Subordinate Amount: Any of the Pool 1, Pool 2, Pool 3, Pool 4,
Pool 5, Pool 6 or Pool 7 Subordinate Amounts.

         Prepayment Interest Shortfall: With respect to any full or partial
Principal Prepayment of a Mortgage Loan, the excess, if any, of (i) one full
month's interest at the applicable Net Mortgage Rate on the Stated Principal
Balance of such Mortgage Loan immediately prior to such Principal Prepayment
over (ii) the amount of interest actually received with respect to such Mortgage
Loan in connection with such Principal Prepayment.

         Prepayment Period: With respect to each Distribution Date, the calendar
month immediately preceding the month in which the Distribution Date occurs.

         Primary Mortgage Insurance Policy: Each policy of primary mortgage
guaranty insurance or any replacement policy therefor with respect to any
Mortgage Loan.

         Principal Distribution Amount: With respect to any Mortgage Pool and
any Distribution Date, the sum of (a) each Scheduled Payment of principal
collected or advanced on the related Mortgage Loans (before taking into account
any Deficient Valuations or Debt Service Reductions) and due during the related
Due Period, (b) that portion of the Purchase Price representing principal of any
Mortgage Loans in such Mortgage Pool purchased in accordance with Section 2.05
hereof and received during the related Prepayment Period, (c) the principal
portion of any related Substitution Amount received during the related
Prepayment Period, (d) the principal portion of all Insurance Proceeds received
during the related Prepayment Period with respect to Mortgage Loans in such
Mortgage Pool that are not yet Liquidated Mortgage Loans, (e) the principal
portion of all Net Liquidation Proceeds received during the related Prepayment
Period with respect to Liquidated Mortgage Loans in such Mortgage Pool, (f) the
principal portion of the proceeds of any Additional Collateral with respect to
the Mortgage Loans in such Mortgage Pool, (g) the principal portion of all
partial and full principal prepayments of Mortgage Loans in such Mortgage Pool
applied by the Servicers during the related Prepayment Period, (h) any
Subsequent Recoveries received during the related Prepayment Period and (i) on
the Distribution Date on which the Trust Fund or a portion thereof relating to
Aggregate Pool I or Aggregate Pool II, as applicable, is to be terminated
pursuant to Article X hereof, that portion of the related Redemption Price in
respect of principal for such Mortgage Pool.

         Principal Prepayment: Any Mortgagor payment of principal or other
recovery of principal on a Mortgage Loan that is recognized as having been
received or recovered in advance of its scheduled Due Date and applied to reduce
the principal balance of the Mortgage Loan in

                                       26
<PAGE>

accordance with the terms of the Mortgage Note or the related Purchase and
Servicing Agreement.

         Principal Prepayment In Full: Any Principal Prepayment of the entire
principal balance of the Mortgage Loans.

         Principal Relocation Payment: A payment from any Mortgage Pool to
Lower-Tier REMIC Regular Interests that correspond to a different Mortgage Pool
as provided in the Preliminary Statement. Principal Relocation Payments shall be
made of principal allocations comprising the Principal Remittance Amount from a
Mortgage Pool.

         Principal Transfer Amount: For any Distribution Date and for any
Undercollateralized Group, the excess, if any, of the aggregate Class Principal
Amount of such Undercollateralized Group immediately prior to such Distribution
Date, over the Aggregate Stated Principal Balance of the related Mortgage Pool
immediately prior to such Distribution Date.

         Proceeding: Any suit in equity, action at law or other judicial or
administrative proceeding.

         Proprietary Lease: With respect to any Cooperative Property, a lease or
occupancy agreement between a Cooperative Corporation and a holder of related
Cooperative Shares.

         Prospectus: The prospectus supplement dated June 24, 2004, together
with the accompanying prospectus dated February 19, 2004, relating to the
Certificates.

         Purchase and Servicing Agreements: The mortgage loan purchase and
servicing agreements, listed in Exhibit E hereto, as each such agreement may be
amended or supplemented from time to time as permitted hereunder.

         Purchase Price: With respect to any Mortgage Loan required or permitted
to be purchased by a Seller or the Depositor pursuant to this Agreement, or by
the related Originator or Servicer pursuant to the related Purchase and
Servicing Agreement, an amount equal to the sum of (i) 100% of the unpaid
principal balance of the Mortgage Loan on the date of such purchase and (ii)
accrued interest thereon at the applicable Net Mortgage Rate from the date
through which interest was last paid by the Mortgagor to the Due Date in the
month in which the Purchase Price is to be distributed to Certificateholders, or
such other amount as may be specified in the related Purchase and Servicing
Agreement.

         Rapid Prepayment Conditions: As to any Distribution Date, if (1) the
Aggregate Subordinate Percentage for Aggregate Pool I or Aggregate Pool II, as
applicable, on such date is less than 200% of the related Aggregate Subordinate
Percentage on the Closing Date; or (2) the outstanding Stated Principal Balance
of the Mortgage Loans in any Mortgage Pool in the related Aggregate Pool
delinquent 60 days or more (including Mortgage Loans in REO and foreclosure)
(averaged over the preceding six-month period), as a percentage of such Mortgage
Pool's Pool Subordinate Amount, is greater than or equal to 50%.

         Rating Agency: Each of S&P and Fitch Ratings.

                                       27
<PAGE>

         Realized Loss: With respect to each Liquidated Mortgage Loan, an amount
(not less than zero or more than the Stated Principal Balance of the Mortgage
Loan) as of the date of such liquidation, equal to (i) the Stated Principal
Balance of the Liquidated Mortgage Loan as of the date of such liquidation, plus
(ii) interest at the Net Mortgage Rate from the Due Date as to which interest
was last paid or advanced (and not reimbursed) to Certificateholders up to the
Due Date in the month in which Liquidation Proceeds are required to be
distributed on the Stated Principal Balance of such Liquidated Mortgage Loan
from time to time, minus (iii) the Liquidation Proceeds and the proceeds of any
Additional Collateral, if any, received during the month in which such
liquidation occurred, to the extent applied as recoveries of interest at the Net
Mortgage Rate and to principal of the Liquidated Mortgage Loan. With respect to
each Mortgage Loan which has become the subject of a Deficient Valuation, if the
principal amount due under the related Mortgage Note has been reduced, the
difference between the principal balance of the Mortgage Loan outstanding
immediately prior to such Deficient Valuation and the principal balance of the
Mortgage Loan as reduced by the Deficient Valuation.

         Recognition Agreement: An agreement among a Cooperative Corporation, a
lender and a Mortgagor with respect to a Cooperative Mortgage Loan whereby such
parties (i) acknowledge that such lender may make, or intends to make, such
Cooperative Mortgage Loan, and (ii) make certain agreements with respect to such
Cooperative Mortgage Loan.

         Record Date: As to any Distribution Date, the last Business Day of the
month preceding the month of each Distribution Date.

         Redemption Date: Any Distribution Date on which Certificates may be
redeemed.

         Redemption Price: With respect to any Class of Certificates to be
redeemed, an amount equal to 100% of the related Class Principal Amount of the
Certificates to be so redeemed, together with interest on such amount at the
applicable Certificate Interest Rate through the related Accrual Period (as
increased by any Interest Shortfalls), and including, in the case of the
Redemption Price payable in connection with the redemption and retirement of all
of the Certificates or all of the Certificates related to an Aggregate Pool, the
payment of all amounts (including, without limitation, all previously
unreimbursed Advances and Servicing Advances and accrued and unpaid Servicing
Fees) payable or reimbursable to the Trustee, the Master Servicer and the
Servicers pursuant to this Agreement and the related Purchase and Servicing
Agreements, or to the Custodian under the related Custodial Agreements (to the
extent such amounts are not paid to the Custodian by the related Seller).

         Refinancing Mortgage Loan: Any Mortgage Loan originated in connection
with the refinancing of an existing mortgage loan.

         Regular Certificates: Each Class of Certificates other than the Class
A-R Certificates.

         Related Certificate Group: The Certificate Group related to a
particular Mortgage Pool as indicated by the same numerical designation (i.e.,
Group 1 Certificates are related to Pool 1, Group 2 Certificates are related to
Pool 2, Group 3 Certificates are related to Pool 3, Group 4 Certificates are
related to Pool 4, Group 5 Certificates are related to Pool 5, Group 6
Certificates are related to Pool 6 and Group 7 Certificates are related to Pool
7).

                                       28
<PAGE>

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

         REMIC: Each pool of assets in the Trust Fund designated as a REMIC as
described in the Preliminary Statement.

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

         REO Property: A Mortgaged Property acquired by the Trust Fund through
foreclosure or deed-in-lieu of foreclosure in connection with a defaulted
Mortgage Loan or otherwise treated as having been acquired pursuant to the REMIC
Provisions.

         Replacement Mortgage Loan: A mortgage loan substituted by an Originator
or a Seller for a Deleted Mortgage Loan which must, on the date of such
substitution, as confirmed in a request for release, substantially in the form
attached to the related Custodial Agreement, (i) have a Stated Principal
Balance, after deduction of the principal portion of the Scheduled Payment due
in the month of substitution, not in excess of, and not more than 10% less than,
the Stated Principal Balance of the Deleted Mortgage Loan; (ii) have a Maximum
Rate not less than (and not more than two percentage points greater than) the
Maximum Rate of the Deleted Mortgage Loan; (iii) have a gross margin not less
than that of the Deleted Mortgage Loan; (iv) have a Loan-to-Value Ratio no
higher than that of the Deleted Mortgage Loan; (v) have a remaining term to
maturity no greater than (and not more than one year less than that of) the
Deleted Mortgage Loan; (vi) have the same Adjustment Date as that of the Deleted
Mortgage Loan; (vii) have a Minimum Rate not less than that of the Deleted
Mortgage Loan; (viii) not permit conversion of the related Mortgage Rate to a
permanent fixed Mortgage Rate; (ix) have the same Index as that of the Deleted
Mortgage Loan; (x) comply with each representation and warranty set forth in the
related Purchase and Servicing Agreement; and (xii) if applicable, shall be
accompanied by an Opinion of Counsel that such Replacement Mortgage Loan would
not adversely affect the REMIC status of any REMIC created hereunder or would
not otherwise be prohibited by this Pooling and Servicing Agreement.

         Residual Certificate: The Class A-R Certificates.

         Responsible Officer: With respect to the Trustee, any officer in the
corporate trust department or similar group of the Trustee with direct
responsibility for the administration of this Agreement and also, with respect
to a particular corporate trust matter, any other officer to whom such matter is
referred because of his or her knowledge of and familiarity with the particular
subject.

                                       29
<PAGE>

         Restricted Certificate: Any Class I-B-4, Class I-B-5, Class I-B-6,
Class S-B-4, Class S-B-5 or Class S-B-6 Certificate.

         Restricted Global Security: As defined in Section 3.01(c).

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

         SAIF: The Saving's Association Insurance Fund, or any successor
thereto.

         Scheduled Payment: The scheduled monthly payment on a Mortgage Loan due
on any Due Date allocable to principal and/or interest on such Mortgage Loan
which, unless otherwise specified in the related Purchase and Servicing
Agreement, shall give effect to any related Debt Service Reduction and any
Deficient Valuation that affects the amount of the monthly payment due on such
Mortgage Loan.

         Securities Administrator: Wells Fargo Bank, N.A., not in its individual
capacity but solely as Securities Administrator, or any successor in interest,
or if any successor Securities Administrator shall be appointed as herein
provided, then such successor Securities Administrator.

         Seller: J.P. Morgan Mortgage Acquisition Corp., a Delaware corporation,
or Sunset Financial Resources, Inc., a Maryland corporation, as applicable.

         Senior Certificate: Any one of the Class 1-A-1, Class 2-A-1, Class
3-A-1, Class 3-A-2, Class 3-A-3, Class 4-A-1, Class 4-A-2, Class S-F-1, Class
S-F-2, Class S-F-3 or Class A-R Certificates.

         Senior Percentage: With respect to each Distribution Date and each
Mortgage Pool, the percentage equivalent of a fraction, the numerator of which
is the aggregate Class Principal Amount of the Class or Classes of Senior
Certificates of the Related Certificate Group immediately prior to such
Distribution Date, and the denominator of which is the Aggregate Stated
Principal Balance of the related Mortgage Pool for such Distribution Date;
provided, however, that (x) with respect to the Pool I Senior Certificates, on
any Distribution Date after the third Senior Termination Date, the Senior
Percentage of the remaining Pool I Senior Certificates is the percentage
equivalent of a fraction, the numerator of which is the aggregate of the Class
Principal Amounts of the remaining Classes of Pool I Senior Certificates
immediately prior to such date, and the denominator of which is the aggregate
Class Principal Amount of all Classes of Pool I Certificates immediately prior
to such date, and (y) with respect to the Pool II Senior Certificates, on any
Distribution Date after the second Senior Termination Date, the Senior
Percentage of the remaining Pool II Senior Certificates is the percentage
equivalent of a fraction, the numerator of which is the aggregate of the Class
Principal Amounts of the remaining Classes of Pool II Senior Certificates
immediately prior to such date, and the denominator of which is the aggregate
Class Principal Amount of all Classes of Pool II Certificates immediately prior
to such date.

         Senior Prepayment Percentage: With respect to any Distribution Date and
each Mortgage Pool in an Aggregate Pool, during the period beginning on the
first Distribution Date and ending

                                       30
<PAGE>

on the Distribution Date in July 2011, 100%. Except as provided herein, the
Senior Prepayment Percentage for each Mortgage Pool and any Distribution Date
occurring on or after July 2011 shall be as follows: (i) from July 2011 through
June 2012, the related Senior Percentage plus 70% of the related Subordinate
Percentage for that Distribution Date; (ii) from July 2012 through June 2013,
the related Senior Percentage plus 60% of the related Subordinate Percentage for
that Distribution Date; (iii) from July 2013 through June 2014, the related
Senior Percentage plus 40% of the related Subordinate Percentage for that
Distribution Date; (iv) from July 2014 through June 2015, the related Senior
Percentage plus 20% of the related Subordinate Percentage for that Distribution
Date; and (v) from and after July 2015, the related Senior Percentage for that
Distribution Date; provided, however, that there shall be no reduction in the
Senior Prepayment Percentage for any Mortgage Pool in an Aggregate Pool unless
the Pool I Step Down Conditions or Pool II Step Down Conditions, as applicable,
are satisfied with respect to all of the Mortgage Pools in that Aggregate Pool;
and provided, further, that if on any such Distribution Date the Senior
Percentage for a Mortgage Pool in an Aggregate Pool exceeds the related Senior
Percentage on the Closing Date, the Senior Prepayment Percentage for all
Mortgage Pools in that Aggregate Pool for that Distribution Date shall again
equal 100%

         Notwithstanding the above, if on any Distribution Date the Two Times
Test is satisfied, (a) on or prior to the Distribution Date in June 2007, the
related Senior Prepayment Percentage with respect to any Mortgage Pool in an
Aggregate Pool shall equal the related Senior Percentage plus 50% of an amount
equal to 100% minus the related Senior Percentage and (b) on or after the
Distribution Date in July 2007, the related Senior Prepayment Percentage with
respect to any Mortgage Pool in that Aggregate Pool shall equal the related
Senior Percentage. In addition, if on any Distribution Date the allocation to
the Senior Certificates then entitled to distributions of principal of full and
partial principal prepayments and other amounts in the percentage required above
would reduce the sum of the Class Principal Amounts of those Certificates to
below zero, the related Senior Prepayment Percentage for such Distribution Date
shall be limited to the percentage necessary to reduce that Class Principal
Amount to zero.

         Senior Principal Distribution Amount: With respect to each Mortgage
Pool and any Distribution Date, the sum of:

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

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

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

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

                  (3)      the related Senior Prepayment Percentage of the
         amounts described in clauses (b), (c), (d), (g) and (h) of the
         definition of "Principal Distribution Amount" for that Mortgage Pool;

                                       31
<PAGE>

                  (4)      any amounts described in clauses (1) through (3)
         above that remain unpaid with respect to the related Certificate Group
         from prior Distribution Dates;

provided, however, that on any Distribution Date after (x) the third Senior
Termination Date, with respect to the Pool I Senior Certificates, and (y) the
second Senior Termination Date, with respect to the Pool II Senior Certificates,
the Senior Principal Distribution Amount for the remaining Certificate Group
related to that Aggregate Pool will be calculated pursuant to the above formula
based on all Mortgage Loans in that Aggregate Pool rather than the Mortgage
Loans in the related Mortgage Pool only.

         Senior Termination Date: For each Certificate Group, the Distribution
Date when the aggregate of the Class Principal Balances of that Certificate
Group has been reduced to zero.

         Servicer: Each Servicer under a Purchase and Servicing Agreement.

         Servicer Advance: A "Servicing Advance" as defined in the applicable
Purchase and Servicing Agreement.

         Servicing Fee: As to any Distribution Date and each Mortgage Loan, an
amount equal to the product of (a) one-twelfth of the Servicing Fee Rate and (b)
the Stated Principal Balance of such Mortgage Loan as of the first day of the
related Due Period.

         Servicing Fee Rate: With respect to each Mortgage Loan and any
Distribution Date, the rate specified in the related Purchase and Servicing
Agreement.

         Servicing Officer: Any officer of the related Servicer involved in, or
responsible for, the administration and servicing of the related Mortgage Loans
whose name and facsimile signature appear on a list of servicing officers
furnished to the Master Servicer by the related Servicer on the Closing Date
pursuant to the related Purchase and Servicing Agreement, as such list may from
time to time be amended.

         Special Hazard Coverage Termination Date: As to either Special Hazard
Loss Coverage Amount, the point in time at which the related Special Hazard Loss
Coverage Amount is reduced to zero.

         Special Hazard Loss: Any Realized Loss suffered by a Mortgaged Property
on account of direct physical loss, as reported by the Servicer to the Master
Servicer, but not including (i) any loss of a type covered by a hazard insurance
policy or a flood insurance policy required to be maintained with respect to
such Mortgaged Property to the extent of the amount of such loss covered
thereby, or (ii) any loss caused by or resulting from:

                  (a) normal wear and tear;

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

                                       32
<PAGE>

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

                  (d) nuclear or chemical reaction or nuclear radiation or
         radioactive or chemical contamination, all whether controlled or
         uncontrolled, and whether such loss be direct or indirect, proximate or
         remote or be in whole or in part caused by, contributed to or
         aggravated by a peril covered by the definition of the term "Special
         Hazard Loss;"

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

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

                           2.       by military, naval or air forces; or

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

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

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

         Special Hazard Loss Coverage Amount: With respect to the first
Distribution Date and (x) the Pool I Certificates, $4,117,458 and (y) the Pool
II Certificates, $3,697,465. With respect to any Distribution Date after the
first Distribution Date, the lesser of (a) the greatest of (i) 1% of the
aggregate of the principal balances of the Mortgage Loans in the applicable
Aggregate Pool, (ii) twice the principal balance of the largest Mortgage Loan in
the applicable Aggregate Pool and (iii) the aggregate of the principal balances
of all Mortgage Loans in the applicable Aggregate Pool secured by Mortgaged
Properties located in the single California postal zip code area having the
highest aggregate principal balance of any such zip code area and (b) such
Special Hazard Loss Coverage Amount as of the Closing Date less the amount, if
any, of Special Hazard Losses allocated to the related Certificates since the
Closing Date. All principal balances for the purpose of this definition will be
calculated as of the first day of the calendar month preceding the month of such
Distribution Date after giving effect to Scheduled Payments on the Mortgage
Loans then due, whether or not paid.

         Special Hazard Mortgage Loan: A Liquidated Mortgage Loan as to which a
Special Hazard Loss has occurred.

         Startup Day: The day designated as such pursuant to Section 10.01(b)
hereof.

         Stated Principal Balance: As to any Mortgage Loan and Due Date, the
unpaid principal balance of such Mortgage Loan as of such Due Date as specified
in the amortization schedule at

                                       33
<PAGE>

the time relating thereto (before any adjustment to such amortization schedule
by reason of any moratorium or similar waiver or grace period) after giving
effect to any previous partial Principal Prepayments and Liquidation Proceeds
allocable to principal (other than with respect to any Liquidated Mortgage Loan)
and to the payment of principal due on such Due Date and irrespective of any
delinquency in payment by the related Mortgagor.

         Sub-account: Not applicable.

         Subordinate Certificate: Any of the Class I-B-1, Class I-B-2, Class
I-B-3, Class I-B-4, Class I-B-5, Class I-B-6, Class S-B-1, Class S-B-2, Class
S-B-3, Class S-B-4, Class S-B-5 or Class S-B-6 Certificates.

         Subordinate Certificate Writedown Amount: The amount described in
Section 5.03(d).

         Subordinate Class Percentage: As to any Distribution Date and any Class
of Subordinate Certificates related to an Aggregate Pool, a fraction, expressed
as a percentage, the numerator of which is the Class Principal Amount of such
Class on such date, and the denominator of which is the aggregate Class
Principal Amount of all related Classes of Subordinate Certificates on such
date.

         Subordinate Percentage: With respect to each Mortgage Pool in an
Aggregate Pool and any Distribution Date, the difference between 100% and the
related Senior Percentage for such Mortgage Pool for such Distribution Date;
provided, however, that on any Distribution after the occurrence of (x) the
third Senior Termination Date, with respect to Aggregate Pool I, and (y) the
second Senior Termination Date, with respect to Aggregate Pool II, the
Subordinate Percentage will represent the entire interest of the Subordinate
Certificates in the Mortgage Loans in that Aggregate Pool and will be equal to
the difference between the 100% and the Senior Percentage related to all the
Mortgage Loans in that Aggregate Pool for such Distribution Date.

         Subordinate Prepayment Percentage: With respect to any Distribution
Date and for each Mortgage Pool, the difference between 100% and the related
Senior Prepayment Percentage for such Mortgage Pool for that Distribution Date.

         Subordinate Principal Distribution Amount: With respect to any
Distribution Date and each Mortgage Pool in an Aggregate Pool, an amount equal
to the sum of:

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

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

                                       34
<PAGE>

                  (3)      the related Subordinate Prepayment Percentage of all
         amounts described in clauses (b), (c), (d), (g) and (h) of the
         definition of "Principal Distribution Amount" for that Mortgage Pool
         and that Distribution Date; and

                  (4)      any amounts described in clauses (1) through (3) for
         any previous Distribution Date that remain unpaid;

                  minus the sum of:

                  (A)      any Principal Transfer Amount paid from the Available
         Distribution Amount of the Related Certificate Group to an
         Undercollateralized Group in the related Aggregate Pool; and

                  (B)      the amount of principal distributions made to the
         related Senior Certificates pursuant to Section 5.02(h).

provided, however, that on any Distribution Date after the occurrence of (x) the
third Senior Termination Date, with respect to Aggregate Pool I, and (y) the
second Senior Termination Date, with respect to Aggregate Pool II, the
Subordinate Principal Distribution Amount from the applicable Aggregate Pool
will not be calculated with respect to a Mortgage Pool, but instead will equal
the amount calculated as above based on a Subordinate Percentage or Subordinate
Prepayment Percentage, as applicable, for the related Subordinate Certificates
for such Distribution Date with respect to all of the Mortgage Loans in that
Aggregate Pool.

         Subsequent Recoveries: With respect to any Distribution Date, with
respect to a Liquidated Mortgage Loan that resulted in a Realized Loss in a
prior calendar month, amounts received by the Master Servicer from the related
Servicer specifically related to such Liquidated Mortgage Loan.

         Substitution Amount: As defined in the second paragraph of Section
2.05(c).

         Sunset Mortgage Loans: The BofA Mortgage Loans, the GreenPoint Mortgage
Loans, the National City Mortgage Loans and the Cendant/JPMMAC Mortgage Loans
assigned by Sunset to the Depositor.

         Tax Matters Person: The "tax matters person" as specified in the REMIC
Provisions which shall initially be the Holder of the Class LT-R Certificate.

         Trust Fund: The corpus of the trust created pursuant to this Agreement,
consisting of the Mortgage Loans and all interest and principal received thereon
on or after the Cut-off Date (other than Scheduled Payments due on or prior to
the Cut-off Date and any prepayment penalties received by the Master Servicer
with respect to the Sunset Mortgage Loans), the Depositor's rights assigned to
the Trustee under the Purchase and Servicing Agreements, as modified by the
Acknowledgements, the Insurance Policies relating to the Mortgage Loans, all
cash, instruments or property held or required to be held in the Custodial
Accounts, the Distribution Account, property that secured a Mortgage Loan, the
pledge, control and guaranty agreements and Limited Purpose Surety Bond relating
to the Additional Collateral Mortgage Loans.

                                       35
<PAGE>

         Trustee: Wachovia Bank, National Association, a national banking
association, organized under the laws of the United States and any Person
succeeding the Trustee hereunder, or if any successor trustee or any co-trustee
shall be appointed as herein provided, then such successor trustee and such
co-trustee, as the case may be.

         Trustee Mortgage Files: With respect to each Mortgage Loan, the
Mortgage Documents to be retained in the custody and possession of the Trustee
or Custodian on behalf of the Trustee.

         Two Times Test: As to any Distribution Date and the Pool I Subordinate
Certificates, (i) the Aggregate Subordinate Percentage for the Pool I
Subordinate Certificates is at least two times the related Aggregate Subordinate
Percentage as of the Closing Date; (ii) the aggregate of the Stated Principal
Balances of all Mortgage Loans in Aggregate Pool I Delinquent 60 days or more
(including Mortgage Loans in REO and foreclosure) (averaged over the preceding
six-month period), as a percentage of the aggregate of the Class Principal
Amount of the Pool I Subordinate Certificates on such Distribution Date, does
not equal or exceed 50%; and (iii) on or prior to the Distribution Date in June
2007, cumulative Realized Losses with respect to the Mortgage Loans in Aggregate
Pool I do not exceed 20% of the related Original Subordinate Principal Amount,
and thereafter, cumulative Realized Losses with respect to the Mortgage Loans in
Aggregate Pool I do not exceed 30% of the related Original Subordinate Principal
Amount.

         As to any Distribution Date and the Pool II Subordinate Certificates,
(i) the Aggregate Subordinate Percentage for the Pool II Subordinate
Certificates is at least two times the related Aggregate Subordinate Percentage
as of the Closing Date; (ii) the aggregate of the Stated Principal Balances of
all Mortgage Loans in Aggregate Pool II Delinquent 60 days or more (including
Mortgage Loans in REO and foreclosure) (averaged over the preceding six-month
period), as a percentage of the aggregate of the Class Principal Amount of the
Pool II Subordinate Certificates on such Distribution Date, does not equal or
exceed 50%; and (iii) on or prior to the Distribution Date in June 2007,
cumulative Realized Losses with respect to the Mortgage Loans in Aggregate Pool
II do not exceed 20% of the related Original Subordinate Principal Amount, and
thereafter, cumulative Realized Losses with respect to the Mortgage Loans in
Aggregate Pool II do not exceed 30% of the related Original Subordinate
Principal Amount.

         UCC: The Uniform Commercial Code as enacted in the relevant
jurisdiction.

         Undercollateralized Group: With respect to any Distribution Date, any
Certificate Group, with respect to which the aggregate Class Principal Amount of
such Certificate Group is greater than the aggregate Stated Principal Balance of
the Mortgage Loans in the related Mortgage Pool immediately prior to such
Distribution Date.

         Underwriter: J.P. Morgan Securities Inc.

         Underwriter's Exemption: The prohibited transaction exemption granted
to the Underwriter, or its affiliate, and most recently amended and restated by
PTE 2002-19, or any substantially similar administrative exemption granted by
the U.S. Department of Labor to the Underwriter.

                                       36
<PAGE>

         Underwriting Agreement: The Underwriting Agreement, dated June 24,
2004, between the Depositor and the Underwriter.

         Uniform Commercial Code: The Uniform Commercial Code as in effect in
any applicable jurisdiction from time to time.

         Upper-Tier REMIC: As described in the Preliminary Statement.

         Voting Interests: The portion of the voting rights of all the
Certificates that is allocated to any Certificate for purposes of the voting
provisions of this Agreement. At all times during the term of this Agreement,
95.00% of all Voting Interests shall be allocated to each Class of the Pool I
Certificates (other than the Class A-R Certificates) and the Pool II
Certificates. Voting Interests shall be allocated among such Certificates based
on the product of (i) 95% and (ii) the fraction, expressed as a percentage, the
numerator of which is the aggregate Class Principal Amounts for each Class then
outstanding and the denominator of which is the Aggregate Stated Principal
Balance outstanding. At all times during the term of this Agreement, 5.00% of
all Voting Interests shall be allocated to the Class A-R Certificates. Voting
Interests shall be allocated among the Certificates within each such Class in
proportion to their Certificate Principal Amounts or Percentage Interests.

         Section 1.02 Calculations Respecting Mortgage Loans.

         Calculations required to be made pursuant to this Agreement with
respect to any Mortgage Loan in the Trust Fund shall be made based upon current
information as to the terms of the Mortgage Loans and reports of payments
received from the Mortgagor on such Mortgage Loans and payments to be made to
the Securities Administrator as supplied to the Securities Administrator by the
Master Servicer. The Securities Administrator shall not be required to
recompute, verify or recalculate the information supplied to it by the Master
Servicer or any Servicer.

                                   ARTICLE II

                              DECLARATION OF TRUST;
                            ISSUANCE OF CERTIFICATES

         Section 2.01 Creation and Declaration of Trust Fund; Conveyance of
Mortgage Loans.

         (a)      Concurrently with the execution and delivery of this
Agreement, the Depositor does hereby transfer, assign, set over, deposit with
and otherwise convey to the Trustee, without recourse, subject to Sections 2.02
and 2.05, in trust, all the right, title and interest of the Depositor in and to
the Trust Fund. Such conveyance includes, without limitation, (i) the Mortgage
Loans, including the right to all payments of principal and interest received on
or with respect to the Mortgage Loans on and after the Cut-off Date (other than
Scheduled Payments due on or before such date), and all such payments due after
such date but received prior to such date and intended by the related Mortgagors
to be applied after such date; (ii) all of the Depositor's right, title and
interest in and to all amounts from time to time credited to and the proceeds of
the Distribution Account, any Custodial Accounts or any Escrow Account
established with respect to the Mortgage Loans; (iii) all of the rights of the
Depositor as assignee of the Sellers with

                                       37
<PAGE>

respect to the Sellers' respective rights under the Purchase and Servicing
Agreements pursuant to the Acknowledgements; (iv) all of the Depositor's right,
title or interest in REO Property and the proceeds thereof; (v) all of the
Depositor's rights under any Insurance Policies related to the Mortgage Loans;
and (vi) if applicable, the Depositor's security interest in any collateral
pledged to secure the Mortgage Loans, including the Mortgaged Properties and any
Additional Collateral relating to the Additional Collateral Mortgage Loans,
including, but not limited to, the pledge, control and guaranty agreements and
the Limited Purpose Surety Bond to have and to hold, in trust; and the Trustee
declares that, subject to the review provided for in Section 2.02, it has
received and shall hold the Trust Fund, as trustee, in trust, for the benefit
and use of the Holders of the Certificates and for the purposes and subject to
the terms and conditions set forth in this Agreement, and, concurrently with
such receipt, has caused to be executed, authenticated and delivered to or upon
the order of the Depositor, in exchange for the Trust Fund, Certificates in the
authorized denominations evidencing the entire ownership of the Trust Fund.

         The foregoing sale, transfer, assignment, set-over, deposit and
conveyance does not and is not intended to result in the creation or assumption
by the Trustee of any obligation of the Depositor, the Sellers or any other
Person in connection with the Mortgage Loans or any other agreement or
instrument relating thereto except as specifically set forth therein.

         In connection with such transfer and assignment of the Mortgage Loans,
the Custodian acting on the Trustee's behalf, will hold or continue to hold the
documents or instruments listed below with respect to each Mortgage Loan (each,
a "Trustee Mortgage File") so transferred and assigned.

         On the Closing Date, the Custodian shall deliver to the Trustee and the
Depositor certification ("Custodian Certification") substantially in the form
attached hereto as Exhibit L certifying that, pursuant to each related Custodial
Agreement, the applicable Originator or Seller delivered and released to the
Custodian, subject to and in accordance with the relevant section of each
related Purchase and Servicing Agreement or Custodial Agreement, the following
documents pertaining to each of the Mortgage Loans identified in the Mortgage
Loan Schedule (provided, however, that the Custodian shall not be required nor
does it intend to re-examine the contents of the Trustee Mortgage File for any
of the Mortgage Loans in connection with entering into this Agreement or
providing the Custodian Certification required pursuant to this Section 2.01):

                  (i)      with respect to each Mortgage Loan, the original
         Mortgage Note endorsed without recourse in proper form to the order of
         the Trustee, or in blank (in each case, with all necessary intervening
         endorsements, as applicable);

                  (ii)     with respect to each Mortgage Loan (other than a
         Cooperative Loan) that is not a MERS Mortgage Loan, the original
         Mortgage with evidence of recording thereon and in the case of the each
         MERS Mortgage Loan, the original Mortgage, noting the presence of the
         MIN of the Mortgage Loans and either language indicating that the
         Mortgage Loan is a MOM Loan if the Mortgage Loan is a MOM Loan or if
         the Mortgage Loan was not a MOM Loan at origination, the original
         Mortgage and the assignment thereof to MERS, with evidence of recording
         indicated thereon;

                                       38
<PAGE>

                  (iii)    with respect to each Mortgage Loan (other than a
         Cooperative Loan) that is not a MERS Mortgage Loan, the Assignment of
         Mortgage in form and substance acceptable for recording in the relevant
         jurisdiction, such assignment being either (A) in blank, without
         recourse, or (B) endorsed to "Wachovia Bank, National Association, as
         Trustee of J.P. Morgan Mortgage Trust 2004-A3, Mortgage Pass-Through
         Certificates, without recourse";

                  (iv)     with respect to each Mortgage Loan (other than a
         Cooperative Loan) that is not a MERS Mortgage Loan, the originals of
         all intervening assignments of the Mortgage, if any, with evidence of
         recording thereon, or if the original intervening assignment has not
         yet been returned from the recording office, a copy of such assignment
         certified by the applicable Seller to be a true copy of the original of
         the assignment which has been sent for recording in the appropriate
         jurisdiction in which the Mortgaged Property is located;

                  (v)      if applicable, with respect to each Mortgage Loan
         (other than a Cooperative Loan), the originals of all assumption,
         modification, consolidation or extension agreements, if any, with
         evidence of recording thereon;

                  (vi)     if applicable, with respect to each Mortgage Loan
         (other than a Cooperative Loan), the original policy of title insurance
         (or a true copy thereof) with respect to any such Mortgage Loan, or, if
         such policy has not yet been delivered by the insurer, the title
         commitment or title binder to issue same;

                  (vii)    if applicable, with respect to each Mortgage Loan
         (other than a Cooperative Loan), the original power of attorney and
         guaranty agreement with respect to such Mortgage Loan;

                  (viii)   if applicable, the original or certified copy of the
         certificates evidencing ownership of the Cooperative Shares issued by
         the Cooperative Corporation and related assignment of such certificates
         or an assignment of such Cooperative Shares, in blank, executed by the
         Mortgagor with such signature guaranteed;

                  (ix)     with respect to each Mortgage Loan which constitutes
         a Cooperative Mortgage Loan:

                           (a)      the original of any security agreement or
                                    similar document executed in connection with
                                    the Cooperative Mortgage Loan;

                           (b)      the original Recognition Agreement;

                           (c)      UCC-1 financing statements with recording
                                    information thereon from the appropriate
                                    governmental recording offices if necessary
                                    to perfect the security interest of the
                                    Cooperative Mortgage Loan under the Uniform
                                    Commercial Code in the jurisdiction in which
                                    the Cooperative Property is located,
                                    accompanied by UCC-3 financing statements
                                    executed in blank for recordation of the
                                    change in the secured party thereunder;

                                       39
<PAGE>

                           (d)      the original Proprietary Lease and the
                                    Assignment of Proprietary Lease executed by
                                    the Mortgagor in blank or if the Proprietary
                                    Lease has been assigned by the Mortgagor to
                                    the related Seller, then the related Seller
                                    must execute an assignment of the Assignment
                                    of Proprietary Lease in blank;

                  (x)      if applicable, with respect to each Additional
         Collateral Mortgage Loan, the related pledge agreement, the UCC
         financing statement, if applicable, and such other document related
         thereto as may be required under the related Custodial Agreement; and

                  (xi)     any other document or instruments required to be
         delivered under the related Custodial Agreement.

         In addition, in connection with the assignment of any MERS Mortgage
Loan, it is understood that the related Originator will cause the MERS(R) System
to indicate that such Mortgage Loans have been assigned by the related
Originator to the Trustee in accordance with this Agreement for the benefit of
the Certificateholders by including (or deleting, in the case of Mortgage Loans
which are repurchased in accordance with this Agreement) in such computer files
the information required by the MERS(R) System to identify the series of
Certificates issued in connection with such Mortgage Loans. It is further
understood that the related Originator will not, and the Master Servicer hereby
agrees that it will not, alter the information referenced in this paragraph with
respect to any Mortgage Loan during the term of this Agreement unless and until
such Mortgage Loan is repurchased in accordance with the terms of this
Agreement.

         (b)      [Reserved].

         (c)      In instances where a title insurance policy is required to be
delivered to the Trustee or the Custodian on behalf of the Trustee and is not so
delivered, the Depositor will provide a copy of such title insurance policy to
the Trustee, or to the Custodian on behalf of the Trustee, as promptly as
practicable after the execution and delivery hereof, but in any case within 180
days of the Closing Date.

         (d)      For Mortgage Loans (if any) that have been prepaid in full
after the Cut-off Date and prior to the Closing Date, the Depositor, in lieu of
delivering the above documents, herewith delivers to the Trustee, or to the
Custodian on behalf of the Trustee, an Officer's Certificate which shall include
a statement to the effect that all amounts received in connection with such
prepayment that are required to be deposited in the Distribution Account
pursuant to Section 4.01 have been so deposited. All original documents that are
not delivered to the Trustee or the Custodian on behalf of the Trustee shall be
held by the Master Servicer or the related Servicer in trust for the benefit of
the Trustee and the Certificateholders.

         (e)      The Depositor and the Trustee hereto agree and understand that
it is not intended that any Mortgage Loan be included in the Trust Fund that is
(i) a "High-Cost Home Loan" as defined in the New Jersey Home Ownership Act
effective November 27, 2003 and (ii) a "High-Cost Home Loan" as defined in the
New Mexico Home Loan Protection Act effective January 1, 2004. The Trustee shall
be entitled to indemnification from the Depositor and the Trust Fund for any
loss, liability or expense arising out of, or in connection with, the provisions
of this Section 2.01(e), including, without limitation, all costs, liabilities
and expenses (including reasonable

                                       40
<PAGE>

legal fees and expenses) of investigating and defending itself against any
claim, action or proceeding, pending or threatened, relating to such provisions.

         Section 2.02 Acceptance of Trust Fund by Trustee; Review of
                      Documentation for Trust Fund.

         (a)      The Trustee, by execution and delivery hereof, acknowledges
receipt by it or by the Custodian on its behalf of the Trustee Mortgage Files
pertaining to the Mortgage Loans listed on the Mortgage Loan Schedule.

         (b)      With respect to the Cendant/JPMMAC Mortgage Loans, within two
Business Days after the delivery to the Custodian of the documents set forth in
clauses (i), (iv), (v), (vii), (ix) and (xi), which shall be delivered within
120 days after the Closing Date (the "Follow-up Delivery Date") pursuant to the
related Custodial Agreement, the Custodian shall, on behalf of the Trustee,
ascertain that the original Assignment and Notice of Transfer with respect to
each Additional Collateral Mortgage Loan is in its possession, and shall deliver
an intermediate certification to the Trustee and the Depositor to the effect
that, as to each Additional Collateral Mortgage Loan listed in the related
Mortgage Loan Schedule (other than any Additional Collateral Mortgage Loan paid
in full or any Additional Collateral Mortgage Loan specifically identified in
such certification as not covered by such certification), the Assignment and
Notice of Transfer is in its possession. With respect to the Cendant/JPMMAC
Mortgage Loans, within 30 days after the Follow-up Delivery Date, the Custodian
on behalf of the Trustee shall, for the benefit of Holders of the Certificates,
review each Trustee Mortgage File and deliver a final certification, with any
applicable exceptions noted thereon, to the Trustee and the Depositor to the
effect that (i) all documents required to be delivered under the related
Custodial Agreement are in its possession, (ii) such documents have been
reviewed by it and appear regular on their face and relate to such Mortgage
Loan, and (iii) each Mortgage Note has been endorsed as required under the
related Custodial Agreement.

         (c)      With respect to the Countrywide Mortgage Loans and the CMMC
Mortgage Loans, in the event there exist exceptions noted on the related
Custodian Certification, not later than 120 days, with respect to the
Countrywide Mortgage Loans, and 270 Business Days, with respect to the CMMC
Mortgage Loans, after the Closing Date, the Custodian shall deliver to the
Trustee and the Depositor a further certification with any applicable exceptions
noted thereon.

         (d)      With respect to the Sunset Mortgage Loans, not later than 90
days following the Closing Date, in the event there exist exceptions noted on
the related Custodian Certification, the Custodian shall deliver to the Trustee
and the Depositor a final certification, with any applicable exceptions noted
thereon.

         (e)      Nothing in this Agreement shall be construed to constitute an
assumption by the Trust Fund, the Trustee, any Custodian or the
Certificateholders of any unsatisfied duty, claim or other liability on any
Mortgage Loan or to any Mortgagor.

         (f)      Each of the parties hereto acknowledges that (i) the Custodian
has performed the applicable review of the Mortgage Loans and has delivered the
Custodian Certification as provided herein and in the Custodial Agreements on
the Closing Date and (ii) thereafter, if

                                       41
<PAGE>

applicable, the Custodian shall perform the applicable review of the Mortgage
Loans and deliver the further certifications as provided herein and in the
applicable Custodial Agreements.

         (g)      Upon execution of this Agreement, the Depositor hereby
delivers to the Trustee and the Trustee acknowledges receipt of the
Acknowledgements, together with the related Purchase and Servicing Agreements.

         Section 2.03 Representations and Warranties of the Depositor.

         (a)      The Depositor hereby represents and warrants to the Trustee,
for the benefit of the Certificateholders, and to the Master Servicer and the
Securities Administrator as of the Closing Date or such other date as is
specified, that:

                  (i)      the Depositor is a corporation duly organized,
         validly existing and in good standing under the laws governing its
         creation and existence and has full corporate power and authority to
         own its property, to carry on its business as presently conducted, to
         enter into and perform its obligations under this Agreement, and to
         create the trust pursuant hereto;

                  (ii)     the execution and delivery by the Depositor of this
         Agreement have been duly authorized by all necessary corporate action
         on the part of the Depositor; neither the execution and delivery of
         this Agreement, nor the consummation of the transactions herein
         contemplated, nor compliance with the provisions hereof, will conflict
         with or result in a breach of, or constitute a default under, any of
         the provisions of any law, governmental rule, regulation, judgment,
         decree or order binding on the Depositor or its properties or the
         certificate of incorporation or bylaws of the Depositor;

                  (iii)    the execution, delivery and performance by the
         Depositor of this Agreement and the consummation of the transactions
         contemplated hereby do not require the consent or approval of, the
         giving of notice to, the registration with, or the taking of any other
         action in respect of, any state, federal or other governmental
         authority or agency, except such as has been obtained, given, effected
         or taken prior to the date hereof;

                  (iv)     this Agreement has been duly executed and delivered
         by the Depositor and, assuming due authorization, execution and
         delivery by the Trustee, the Master Servicer and the Securities
         Administrator, constitutes a valid and binding obligation of the
         Depositor enforceable against it in accordance with its terms except as
         such enforceability may be subject to (A) applicable bankruptcy and
         insolvency laws and other similar laws affecting the enforcement of the
         rights of creditors generally and (B) general principles of equity
         regardless of whether such enforcement is considered in a proceeding in
         equity or at law;

                  (v)      there are no actions, suits or proceedings pending
         or, to the knowledge of the Depositor, threatened or likely to be
         asserted against or affecting the Depositor, before or by any court,
         administrative agency, arbitrator or governmental body (A) with respect
         to any of the transactions contemplated by this Agreement or (B) with
         respect to any other matter which in the judgment of the Depositor will
         be determined adversely to the Depositor and will if determined
         adversely to

                                       42

<PAGE>

         the Depositor materially and adversely affect it or its business,
         assets, operations or condition, financial or otherwise, or adversely
         affect its ability to perform its obligations under this Agreement;

                  (vi)     immediately prior to the transfer and assignment of
         the Mortgage Loans to the Trustee, the Depositor was the sole owner of
         record and holder of each Mortgage Loan, and the Depositor had good and
         marketable title thereto, and had full right to transfer and sell each
         Mortgage Loan to the Trustee free and clear, subject only to (1) liens
         of current real property taxes and assessments not yet due and payable
         and, if the related Mortgaged Property is a condominium unit, any lien
         for common charges permitted by statute, (2) covenants, conditions and
         restrictions, rights of way, easements and other matters of public
         record as of the date of recording of such Mortgage acceptable to
         mortgage lending institutions in the area in which the related
         Mortgaged Property is located and specifically referred to in the
         lender's title insurance policy or attorney's opinion of title and
         abstract of title delivered to the originator of such Mortgage Loan,
         and (3) such other matters to which like properties are commonly
         subject which do not, individually or in the aggregate, materially
         interfere with the benefits of the security intended to be provided by
         the Mortgage, of any encumbrance, equity, participation interest, lien,
         pledge, charge, claim or security interest, and had full right and
         authority, subject to no interest or participation of, or agreement
         with, any other party, to sell and assign each Mortgage Loan pursuant
         to this Agreement;

                  (vii)    This Agreement creates a valid and continuing
         security interest (as defined in the applicable Uniform Commercial Code
         (the "UCC")), in the Mortgage Loans in favor of the Trustee, which
         security interest is prior to all other liens, and is enforceable as
         such against creditors of and purchasers from the Depositor;

                  (viii)   The Mortgage Loans constitute "instruments" within
         the meaning of the applicable UCC;

                  (ix)     Other than the security interest granted to the
         Trustee pursuant to this Agreement, the Depositor has not pledged,
         assigned, sold, granted a security interest in, or otherwise conveyed
         any of the Mortgage Loans. The Depositor has not authorized the filing
         of and is not aware of any financing statement against the Depositor
         that includes a description of the collateral covering the Mortgage
         Loans other than a financing statement relating to the security
         interest granted to the Trustee hereunder or that has been terminated.
         The Depositor is not aware of any judgment or tax lien filings against
         the Depositor;

                  (x)      None of the Mortgage Loans have any marks or
         notations indicating that such Mortgage Loans have been pledged,
         assigned or otherwise conveyed to any Person other than the Trustee;
         and

                  (xi)     The Depositor has received all consents and approvals
         required by the terms of the Mortgage Loans to convey the Mortgage
         Loans hereunder to the Trustee.

                                       43

<PAGE>

         The foregoing representations made in this Section 2.03 shall survive
the termination of this Agreement and shall not be waived by any party hereto

         Section 2.04 Representations and Warranties as to the Mortgage Loans.

         (a)      Representations and Warranties of the Depositor as to the
Mortgage Loans.

         The Depositor hereby represents and warrants to the Trustee with
respect to the Mortgage Loans or each Mortgage Loan, as the case may be, as of
the date hereof or such other date set forth herein that as of the Closing Date:

                  (i)      Immediately prior to the transfer and assignment
         contemplated herein, the Depositor was the sole owner and holder of the
         Mortgage Loans. The Mortgage Loans were not assigned or pledged by the
         Depositor and the Depositor had good and marketable title thereto, and
         the Depositor had full right to transfer and sell the Mortgage Loans to
         the Trustee free and clear of any encumbrance, participation interest,
         lien, equity, pledge, claim or security interest and had full right and
         authority subject to no interest or participation in, or agreement with
         any other party to sell or otherwise transfer the Mortgage Loans.

                  (ii)     As of the Closing Date, the Depositor has transferred
         all right, title and interest in the Mortgage Loans to the Trustee on
         behalf of the Trust.

                  (iii)    As of the Closing Date, the Depositor has not
         transferred the Mortgage Loans to the Trustee on behalf of the Trust
         with any intent to hinder, delay or defraud an of its creditors.

         It is understood and agreed that the representations and warranties set
forth in this Section 2.04(a) shall survive the delivery of the respective
Mortgage Files to the Trustee or the Custodian and shall inure to the benefit of
the Trustee, notwithstanding any restrictive or qualified endorsement or
assignment.

         (b)      Representations and Warranties of JPMMAC as to the JPMMAC
Mortgage Loans.

                  (i)      The representations and warranties of Cendant with
         respect to the Cendant/JPMMAC Mortgage Loans in the Cendant/JPMMAC
         Purchase and Servicing Agreement, which have been assigned to the
         Trustee hereunder, were made as of the date specified in the
         Cendant/JPMMAC Purchase and Servicing Agreement. With respect to the
         Cendant/JPMMAC Mortgage Loans, JPMMAC hereby restates, as of the
         Closing Date, the representations and warranties contained in clauses
         (4), (20), (21), (25), (31) and (57) of Section 3.03 of the
         Cendant/JPMMAC Purchase and Servicing Agreement with respect to each of
         the Cendant/JPMMAC Mortgage Loans assigned by it to the Depositor to
         and for the benefit of the Depositor, the Trustee and the Trust Fund.

                  (ii)     The representations and warranties of Countrywide
         with respect to the Countrywide Mortgage Loans in the Countrywide
         Purchase and Servicing Agreement, which have been assigned to the
         Trustee hereunder, were made as of the date specified in

                                       44

<PAGE>

         the Countrywide Purchase and Servicing Agreement. With respect to the
         Countrywide Mortgage Loans, JPMMAC hereby restates, as of the Closing
         Date, the representations and warranties contained in Section 3.02 of
         the Countrywide Purchase and Servicing Agreement with respect to each
         of the Countrywide Mortgage Loans to and for the benefit of the
         Depositor, the Trustee and the Trust Fund.

                  (iii)    The representations and warranties of CMMC with
         respect to the CMMC Mortgage Loans in the CMMC Purchase and Servicing
         Agreement, which have been assigned to the Trustee hereunder, were made
         as of the date specified in the CMMC Purchase and Servicing Agreement.
         With respect to the CMMC Mortgage Loans, JPMMAC hereby restates, as of
         the Closing Date, the representations and warranties contained in
         Section 3.02 of the CMMC Purchase and Servicing Agreement with respect
         to each of the CMMC Mortgage Loans to and for the benefit of the
         Depositor, the Trustee and the Trust Fund.

                  (iv)     In addition, with respect to the JPMMAC Mortgage
         Loans, JPMMAC hereby represents and warrants that, as of the Closing
         Date, (A) no JPMMAC Mortgage Loan is subject to the Home Ownership and
         Equity Protection Act of 1994 or any applicable, similar federal, state
         or local statutes or regulations related to "high cost" mortgage loans
         or "predatory," "high cost," "threshold" or "covered" lending (as such
         terms are defined in the applicable statute or regulation); (B) no
         JPMMAC Mortgage Loan is (w) a "High-Cost Home Loan" as defined in the
         New Jersey Home Ownership Act effective November 27, 2003, (x) a
         "High-Cost Home Loan" as defined in the New Mexico Home Loan Protection
         Act effective January 1, 2004, (y) a "High Cost Loan" or "Covered Loan"
         (as such terms are defined in the current S&P's LEVELS(R)Glossary), or
         (z) governed by the Georgia Fair Lending Act, if such JPMMAC Mortgage
         Loan was originated on or after October 1, 2002 through March 6, 2003,
         (C) each JPMMAC Mortgage Loan at origination complied in all material
         respects with applicable local, state and federal laws, including, but
         not limited to, applicable anti-predatory and abusive lending laws, and
         (D) each JPMMAC Mortgage Loan is a "qualified mortgage" within the
         meaning of 860G(a)(3) of the Code.

         JPMMAC hereby agrees to comply with the provisions of Section 2.05
hereof in respect of a breach of any of such representations and warranties.

         (c)      Representations and Warranties of Sunset as to the Sunset
Mortgage Loans.

                  (i)      The representations and warranties of Cendant with
         respect to the Cendant/JPMMAC Mortgage Loans in the Cendant/JPMMAC
         Purchase and Servicing Agreement, which have been assigned to the
         Trustee hereunder, were made as of the date specified in the
         Cendant/JPMMAC Purchase and Servicing Agreement. With respect to the
         Cendant/JPMMAC Mortgage Loans, Sunset hereby restates, as of the
         Closing Date, the representations and warranties contained in clauses
         (4), (20), (21), (25), (31) and (57) of Section 3.03 of the
         Cendant/JPMMAC Purchase and Servicing Agreement with respect to each of
         the Cendant/JPMMAC Mortgage Loans assigned by it to the Depositor to
         and for the benefit of the Depositor, the Trustee and the Trust Fund.
         To the extent that any fact, condition or event with respect to a
         Cendant/JPMMAC Mortgage Loan

                                       45

<PAGE>

         constitutes a breach of both (i) a representation or warranty of
         Cendant under the Cendant/JPMMAC Purchase and Servicing Agreement and
         (ii) a representation and warranty of Sunset pursuant to this Section
         2.04(c), the only right or remedy of the Depositor, the Trustee or the
         Trust Fund shall be their rights to enforce the obligations of Cendant
         under any applicable representation or warranty made by it. The
         Depositor and the Trustee acknowledge that Sunset shall not have any
         obligation or liability with respect to any breach of a representation
         or warranty made by it with respect to the Cendant/JPMMAC Mortgage
         Loans sold by it if the fact, condition or event constituting such
         breach also constitutes a breach of a representation or warranty made
         by Cendant in the Cendant/JPMMAC Purchase and Servicing Agreement,
         without regard to whether Cendant fulfills its contractual obligations
         in respect of such representation or warranty.

                  (ii)     The representations and warranties of Cendant with
         respect to the Cendant/MS Mortgage Loans in the Cendant/MS Purchase and
         Servicing Agreement, which have been assigned to the Trustee hereunder,
         were made as of the date specified in the Cendant/MS Purchase and
         Servicing Agreement. With respect to the Cendant/MS Mortgage Loans,
         Sunset hereby restates, as of the Closing Date, the representations and
         warranties contained in clauses (4), (20), (21), (25), (31) and (58) of
         Section 3.03 of the Cendant/MS Purchase and Servicing Agreement with
         respect to each of the Cendant/MS Mortgage Loans to and for the benefit
         of the Depositor, the Trustee and the Trust Fund. To the extent that
         any fact, condition or event with respect to a Cendant/MS Mortgage Loan
         constitutes a breach of both (i) a representation or warranty of
         Cendant under the Cendant/MS Purchase and Servicing Agreement and (ii)
         a representation and warranty of Sunset pursuant to this Section
         2.04(c), the only right or remedy of the Depositor, the Trustee or the
         Trust Fund shall be their rights to enforce the obligations of Cendant
         under any applicable representation or warranty made by it. The
         Depositor and the Trustee acknowledge that Sunset shall not have any
         obligation or liability with respect to any breach of a representation
         or warranty made by it with respect to the Cendant/MS Mortgage Loans
         sold by it if the fact, condition or event constituting such breach
         also constitutes a breach of a representation or warranty made by
         Cendant in the Cendant/MS Purchase and Servicing Agreement, without
         regard to whether Cendant fulfills its contractual obligations in
         respect of such representation or warranty.

                  (iii)    The representations and warranties of BofA with
         respect to the BofA Mortgage Loans in the BofA Purchase and Servicing
         Agreement, which have been assigned to the Trustee hereunder, were made
         as of the date specified in the BofA Purchase and Servicing Agreement.
         With respect to the BofA Mortgage Loans, Sunset hereby restates, as of
         the Closing Date, the representations and warranties contained in
         Section 7.01 of the BofA Purchase and Servicing Agreement with respect
         to each of the BofA Mortgage Loans to and for the benefit of the
         Depositor, the Trustee and the Trust Fund. To the extent that any fact,
         condition or event with respect to a BofA Mortgage Loan constitutes a
         breach of both (i) a representation or warranty of BofA under the BofA
         Purchase and Servicing Agreement and (ii) a representation and warranty
         of Sunset pursuant to this Section 2.04(c), the only right or remedy of
         the Depositor, the Trustee or the Trust Fund shall be their rights to
         enforce the obligations of BofA under any applicable representation or
         warranty made by it. The Depositor and the Trustee acknowledge that
         BofA shall not have any obligation or liability with respect to any

                                       46

<PAGE>

         breach of a representation or warranty made by it with respect to the
         BofA Mortgage Loans sold by it if the fact, condition or event
         constituting such breach also constitutes a breach of a representation
         or warranty made by BofA in the BofA Purchase and Servicing Agreement,
         without regard to whether BofA fulfills its contractual obligations in
         respect of such representation or warranty.

                  (iv)     In addition, with respect to the Sunset Mortgage
         Loans, Sunset hereby represents and warrants that, as of the Closing
         Date, (A) no Sunset Mortgage Loan is subject to the Home Ownership and
         Equity Protection Act of 1994 or any applicable, similar federal, state
         or local statutes or regulations related to "high cost" mortgage loans
         or "predatory," "high cost," "threshold" or "covered" lending (as such
         terms are defined in the applicable statute or regulation); (B) no
         Sunset Mortgage Loan is (w) a "High-Cost Home Loan" as defined in the
         New Jersey Home Ownership Act effective November 27, 2003, (x) a
         "High-Cost Home Loan" as defined in the New Mexico Home Loan Protection
         Act effective January 1, 2004, (y) a "High Cost Loan" or "Covered Loan"
         (as such terms are defined in the current S&P's LEVELS(R)Glossary), or
         (z) governed by the Georgia Fair Lending Act, if such Sunset Mortgage
         Loan was originated on or after October 1, 2002 through March 6, 2003,
         (C) each Sunset Mortgage Loan at origination complied in all material
         respects with applicable local, state and federal laws, including, but
         not limited to, applicable anti-predatory and abusive lending laws, and
         (D) each Sunset Mortgage Loan is a "qualified mortgage" within the
         meaning of 860G(a)(3) of the Code.

         Sunset hereby agrees to comply with the provisions of Section 2.05
hereof in respect of a breach of any of such representations and warranties.
Notwithstanding the foregoing, if there is a breach of the representations and
warranties made by Sunset with respect to a Sunset Mortgage Loan, and Sunset
fails to perform its obligations with respect thereto as provided in Section
2.05, JPMMAC hereby agrees to perform Sunset's obligations under Section 2.05
with respect to that Sunset Mortgage Loan.

         (c)      The representations and warranties of GreenPoint with respect
to the GreenPoint Mortgage Loans in the GreenPoint Purchase and Servicing
Agreement, which have been assigned to the Trustee hereunder, were made as of
the date specified in the GreenPoint Purchase and Servicing Agreement.

         (d)      The representations and warranties of National City with
respect to the National City Mortgage Loans in the National City Purchase and
Servicing Agreement, which have been assigned to the Trustee hereunder, were
made as of the date specified in the National City Purchase and Servicing
Agreement.

         Section 2.05 Discovery of Breach; Repurchase or Substitution of
Mortgage Loans.

         (a)      Upon discovery by the Depositor, the related Seller or the
related Originator or receipt of written notice of any materially defective
document in, or, following the date of delivery to the Trustee of the
Custodian's certifications as required under the related Custodial Agreements,
that a document is missing from, a Trustee Mortgage File, or discovery by the
Trustee, the Depositor, the related Seller or Originator of the breach by such
Originator or Seller

                                       47

<PAGE>

of any representation or warranty under the related Purchase and Servicing
Agreement, as modified by the Acknowledgement, in the case of an Originator, or
under this Agreement, in the case of a Seller, in respect of any Mortgage Loan
which materially adversely affects the value of that Mortgage Loan or the
interest therein of the Certificateholders (a "Defective Mortgage Loan") (each
of the Depositor, the related Seller and the related Originator hereby agreeing
to give written notice thereof to the Trustee and the other of such parties),
the Trustee, or its designee, shall promptly notify the Depositor and the
related Seller or Originator, as applicable, in writing of such defective or
missing document or breach and request that the related Seller or Originator
deliver such missing document or cure or cause the cure of such defect or breach
within a period of time specified in the related Purchase and Servicing
Agreement (or, in the case of a breach by a Seller, within 90 days from the
earlier of its discovery or its receipt of notice of such breach), and if the
related Seller or Originator, as applicable, does not deliver such missing
document or cure such defect or breach in all material respects during such
period, the Trustee shall enforce the obligations of the related Originator
under the related Purchase and Servicing Agreement, as modified by the
Acknowledgement, or the related Seller under this Agreement, as applicable, and
cause the related Originator or Seller, as the case may be, to repurchase that
Mortgage Loan from the Trust Fund at the Purchase Price on or prior to the
Determination Date following the expiration of such specified period (subject to
Section 2.05(b) below); provided, however, that, in connection with any such
breach that could not reasonably have been cured within such specified period
(unless permitted a greater period of time to cure under the related Purchase
and Servicing Agreement), subject to Section 2.05(c) below, if the related
Originator or Seller, as applicable, shall have commenced to cure such breach
within such specified period, the related Originator or Seller shall be
permitted to proceed thereafter diligently and expeditiously to cure the same
within such additional time as is reasonably determined by the Trustee to cure
such breach. To the extent that any costs and damages are incurred by the Trust
Fund as a result of any violation of any applicable federal, state, or local
predatory or abusive lending law arising from or in connection with the
origination of any Mortgage Loan repurchased by the related Originator or
Seller, such costs and damages shall be included in the Purchase Price of such
repurchased Mortgage Loan and shall be borne by (x) JPMMAC, with respect to the
JPMMAC Mortgage Loans, or (y) Sunset, with respect to the Sunset Mortgage Loans;
provided, however, that if Sunset fails to remit the costs and damages incurred
by the Trust Fund as a result of any violation of any applicable federal, state,
or local predatory or abusive lending law arising from or in connection with the
origination of any Sunset Mortgage Loan repurchased by Sunset, such costs and
damages shall be borne by JPMMAC. The Purchase Price for the repurchased
Mortgage Loan shall be deposited in the related Distribution Account, and the
Trustee, or its designee, upon receipt of written certification from the
Securities Administrator of such deposit, shall release or cause the Custodian
to release to the related Originator or Seller, as applicable, the related
Trustee Mortgage File and shall execute and deliver such instruments of transfer
or assignment, in each case without recourse, representation or warranties, as
either party shall furnish to it and as shall be necessary to vest in such party
any Mortgage Loan released pursuant hereto and the Trustee, or its designee,
shall have no further responsibility with regard to such Trustee Mortgage File
(it being understood that the Trustee shall have no responsibility for
determining the sufficiency of such assignment for its intended purpose). If
pursuant to the foregoing provisions the related Originator or Seller
repurchases a Mortgage Loan that is a MERS Mortgage Loan, the related Servicer
shall cause MERS to designate on the MERS(R) System the related Originator or
Seller, as applicable, as the beneficial holder of such Mortgage

                                       48

<PAGE>

Loan.

         In lieu of repurchasing any such Mortgage Loan as provided above,
either party may cause such Mortgage Loan to be removed from the Trust Fund (in
which case it shall become a Deleted Mortgage Loan) and substitute one or more
Replacement Mortgage Loans in the manner and subject to the limitations set
forth in Section 2.05(b) below. It is understood and agreed that the obligations
of the Originators and the Sellers to cure or to repurchase (or to substitute
for) any related Mortgage Loan as to which a document is missing, a material
defect in a constituent document exists or as to which such a breach has
occurred and is continuing shall constitute the sole remedy against the such
party respecting such omission, defect or breach available to the Trustee on
behalf of the Certificateholders.

         (b)      Any substitution of Replacement Mortgage Loans for Deleted
Mortgage Loans made pursuant to Section 2.05(a) above must be effected prior to
the last Business Day that is within two years after the Closing Date. As to any
Deleted Mortgage Loan for which the related Originator or Seller substitutes a
Replacement Mortgage Loan or Loans, such substitution shall be effected by
delivering to the Custodian, on behalf of the Trustee, for such Replacement
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, together with an Officers' Certificate stating that each
such Replacement Mortgage Loan satisfies the definition thereof and specifying
the Substitution Amount (as described below), if any, in connection with such
substitution. Monthly Payments due with respect to Replacement Mortgage Loans in
the month of substitution shall not be included as part of the Trust Fund and
shall be retained by the related Originator or Seller, as applicable. For the
month of substitution, distributions to the related Certificateholders shall
reflect the collections and recoveries in respect of such Deleted Mortgage in
the Due Period preceding the month of substitution and the related Originator or
Seller, as applicable, shall thereafter be entitled to retain all amounts
subsequently received in respect of such Deleted Mortgage Loan. Upon such
substitution, such Replacement Mortgage Loan shall constitute part of the Trust
Fund and shall be subject in all respects to the terms of this Agreement and the
related Purchase and Servicing Agreement, as modified by the related
Acknowledgement, including all representations and warranties thereof included
in such Purchase and Servicing Agreement, as modified by the Acknowledgement, in
each case as of the date of substitution.

         For any month in which an Originator or Seller substitutes one or more
Replacement Mortgage Loans for one or more Deleted Mortgage Loans, the related
Servicer shall determine the excess (each, a "Substitution Amount"), if any, by
which the aggregate Purchase Price of all such Deleted Mortgage Loans exceeds
the aggregate Stated Principal Balance of the Replacement Mortgage Loans
replacing such Deleted Mortgage Loans, together with one month's interest on
such excess amount at the applicable Net Mortgage Rate. On the date of such
substitution, the related Originator or Seller, as applicable, shall deliver or
cause to be delivered to the related Servicer for deposit in the related
Custodial Account an amount equal to the related Substitution Amount, if any,
and the Custodian, on behalf of the Trustee, upon receipt of the related
Replacement Mortgage Loan or Loans and certification by such Servicer of such
deposit, shall release to the related Originator or Seller, as applicable, the
related Trustee Mortgage File or Files and shall execute and deliver such
instruments of transfer or assignment,

                                       49

<PAGE>

in each case without recourse, as the related Originator or Seller shall deliver
to it and as shall be necessary to vest therein any Deleted Mortgage Loan
released pursuant hereto.

         In addition, the related Originator or Seller, as applicable, shall
obtain at its own expense and deliver to the Trustee and the Securities
Administrator an Opinion of Counsel to the effect that such substitution (either
specifically or as a class of transactions) shall not cause an Adverse REMIC
Event. If such Opinion of Counsel can not be delivered, then such substitution
may only be effected at such time as the required Opinion of Counsel can be
given.

         (c)      Upon discovery by the related Originator, the related Seller,
the Depositor 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 applicable party
shall repurchase or, subject to the limitations set forth in Section 2.05(b),
substitute one or more Replacement Mortgage Loans for the affected Mortgage Loan
within 90 days of the earlier of discovery or receipt of such notice with
respect to such affected Mortgage Loan. Any such repurchase or substitution
shall be made in the same manner as set forth in Section 2.05(a) above. The
Trustee shall re-convey to the related Originator or Seller, as applicable, the
Mortgage Loan to be released pursuant hereto in the same manner, and on the same
terms and conditions, as it would a Mortgage Loan repurchased for breach of a
representation or warranty.

         Section 2.06 Grant Clause.

         (a)      It is intended that the conveyance of the Depositor's right,
title and interest in and to property constituting the Trust Fund pursuant to
this Agreement shall constitute, and shall be construed as, a sale of such
property and not a grant of a security interest to secure a loan. However, if
such conveyance is deemed to be in respect of a loan, it is intended that: (1)
the rights and obligations of the parties shall be established pursuant to the
terms of this Agreement; (2) the Depositor hereby grants to the Trustee for the
benefit of the Holders of the Certificates a first priority security interest in
all of the Depositor's right, title and interest in, to and under, whether now
owned or hereafter acquired, the Trust Fund and all proceeds of any and all
property constituting the Trust Fund to secure payment of the Certificates; and
(3) this Agreement shall constitute a security agreement under applicable law.
If such conveyance is deemed to be in respect of a loan and the trust created by
this Agreement terminates prior to the satisfaction of the claims of any Person
holding any Certificate, the security interest created hereby shall continue in
full force and effect and the Trustee shall be deemed to be the collateral agent
for the benefit of such Person, and all proceeds shall be distributed as herein
provided.

         (b)      The Depositor shall, to the extent consistent with this
Agreement, take such reasonable actions as may be necessary to ensure that, if
this Agreement were deemed to create a security interest in the Mortgage Loans
and the other property described above, such security interest would be deemed
to be a perfected security interest of first priority under applicable law and
will be maintained as such throughout the term of this Agreement. The Depositor
will, at its own expense, make all initial filings on or about the Closing Date
and shall forward a copy of such filing or filings to the Trustee. Without
limiting the generality of the foregoing, the Depositor shall prepare and
forward for filing, or shall cause to be forwarded for filing, at the expense of
the Depositor, all filings necessary to maintain the effectiveness of any
original

                                       50

<PAGE>

filings necessary under the relevant UCC to perfect the Trustee's security
interest in or lien on the Mortgage Loans, including without limitation (x)
continuation statements, and (y) such other statements as may be occasioned by
(1) any change of name of an Originator, the Depositor or the Trustee, (2) any
change of location of the place of business or the chief executive office of a
Seller or the Depositor, (3) any transfer of any interest of an Originator or
the Depositor in any Mortgage Loan or (4) any change under the relevant UCC or
other applicable laws. Neither the Originators nor the Depositor shall organize
under the law of any jurisdiction other than the State under which each is
organized as of the Closing Date (whether changing its jurisdiction of
organization or organizing under an additional jurisdiction) without giving 30
days prior written notice of such action to its immediate and intermediate
transferee, including the Trustee. Before effecting such change, any Originator
or the Depositor proposing to change its jurisdiction of organization shall
prepare and file in the appropriate filing office any financing statements or
other statements necessary to continue the perfection of the interests of its
immediate and mediate transferees, including the Trustee, in the Mortgage Loans.
In connection with the transactions contemplated by this Agreement, each of the
Originators and the Depositor authorizes its immediate or mediate transferee to
file in any filing office any initial financing statements, any amendments to
financing statements, any continuation statements, or any other statements or
filings described in this paragraph (b).

                                   ARTICLE III

                                THE CERTIFICATES

         Section 3.01 The Certificates.

         (a)      The Certificates shall be issuable in registered form only and
shall be securities governed by Article 8 of the New York Uniform Commercial
Code. The Book-Entry Certificates will be evidenced by one or more certificates,
beneficial ownership of which will be held in the dollar denominations in
Certificate Principal Amount or in the Percentage Interests, specified herein.
Each Class of Book-Entry Certificates will be issued in the minimum
denominations in Certificate Principal Amount specified in the Preliminary
Statement hereto and in integral multiples of $1 in excess thereof. Each Class
of Non-Book-Entry Certificates other than the Residual Certificates shall be
issued in definitive, fully registered form in the minimum denominations in
Certificate Principal Amount specified in the Preliminary Statement hereto and
in integral multiples of $1 in excess thereof. The Residual Certificates shall
be issued as single Certificates and maintained in definitive, fully registered
form in a denomination equal to 100% of the Percentage Interest of each such
Class.

         (b)      The Certificates shall be executed by manual or facsimile
signature on behalf of the Trustee by an authorized officer of the Trustee or of
the Securities Administrator on its behalf. Each Certificate shall, on original
issue, be authenticated by the Authenticating Agent upon the order of the
Depositor upon receipt by the Trustee of the Trustee Mortgage Files described in
Section 2.01. No Certificate shall be entitled to any benefit under this
Agreement, or be valid for any purpose, unless there appears on such Certificate
a certificate of authentication substantially in the form provided for herein,
executed by an authorized officer of the Authenticating Agent, by manual
signature, and such certification upon any Certificate shall be conclusive
evidence, and the only evidence, that such Certificate has been duly
authenticated

                                       51

<PAGE>

and delivered hereunder. All Certificates shall be dated the date of their
authentication. At any time and from time to time after the execution and
delivery of this Agreement, the Depositor may deliver Certificates executed by
the Trustee to the Authenticating Agent for authentication and the
Authenticating Agent shall authenticate and deliver such Certificates as in this
Agreement provided and not otherwise.

         (c)      The Class I-B-4, Class I-B-5, Class I-B-6, Class S-B-4, Class
S-B-5, Class S-B-6 and Class A-R Certificates offered and sold in reliance on
the exemption from registration under Rule 144A under the Act shall be issued
initially in definitive, fully registered form without interest coupons with the
applicable legends set forth in Exhibit A added to the forms of such
Certificates (each, a "Restricted Global Security").

         Section 3.02 Registration.

         The Securities Administrator is hereby appointed, and the Securities
Administrator hereby accepts its appointment as, initial Certificate Registrar
in respect of the Certificates and shall maintain books for the registration and
for the transfer of Certificates (the "Certificate Register"). The Trustee may
appoint a bank or trust company to act as successor Certificate Registrar. A
registration book shall be maintained for the Certificates collectively. The
Certificate Registrar may resign or be discharged or removed and a new successor
may be appointed in accordance with the procedures and requirements set forth in
Sections 6.06 and 6.07 hereof with respect to the resignation, discharge or
removal of the Securities Administrator and the appointment of a successor
Securities Administrator. The Certificate Registrar may appoint, by a written
instrument delivered to the Holders and the Master Servicer, any bank or trust
company to act as co-registrar under such conditions as the Certificate
Registrar may prescribe; provided, however, that the Certificate Registrar shall
not be relieved of any of its duties or responsibilities hereunder by reason of
such appointment.

         Section 3.03 Transfer and Exchange of Certificates.

         (a)      A Certificate (other than Book-Entry Certificates which shall
be subject to Section 3.09 hereof) may be transferred by the Holder thereof only
upon presentation and surrender of such Certificate at the office of the
Certificate Registrar duly endorsed or accompanied by an assignment duly
executed by such Holder or his duly authorized attorney in such form as shall be
satisfactory to the Certificate Registrar. Upon the transfer of any Certificate
in accordance with the preceding sentence, the Trustee shall execute, and the
Authenticating Agent shall authenticate and deliver to the transferee, one or
more new Certificates of the same Class and evidencing, in the aggregate, the
same aggregate Certificate Principal Amount as the Certificate being
transferred. No service charge shall be made to a Certificateholder for any
registration of transfer of Certificates, but the Certificate Registrar may
require payment of a sum sufficient to cover any tax or governmental charge that
may be imposed in connection with any registration of transfer of Certificates.

         (b)      A Certificate may be exchanged by the Holder thereof for any
number of new Certificates of the same Class, in authorized denominations,
representing in the aggregate the same Certificate Principal Amount as the
Certificate surrendered, upon surrender of the Certificate to be exchanged at
the office of the Certificate Registrar duly endorsed or

                                       52

<PAGE>

accompanied by a written instrument of transfer duly executed by such Holder or
his duly authorized attorney in such form as is satisfactory to the Certificate
Registrar. Certificates delivered upon any such exchange will evidence the same
obligations, and will be entitled to the same rights and privileges, as the
Certificates surrendered. No service charge shall be made to a Certificateholder
for any exchange of Certificates, but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or governmental charge that may be
imposed in connection with any exchange of Certificates. Whenever any
Certificates are so surrendered for exchange, the Trustee shall execute, and the
Authenticating Agent shall authenticate, date and deliver the Certificates which
the Certificateholder making the exchange is entitled to receive.

         (c)      By acceptance of a Restricted Certificate, whether upon
original issuance or subsequent transfer, each Holder of such a Certificate
acknowledges the restrictions on the transfer of such Certificate set forth
thereon and agrees that it will transfer such a Certificate only as provided
herein.

         The following restrictions shall apply with respect to the transfer and
registration of transfer of a Restricted Certificate to a transferee that takes
delivery in the form of a Definitive Certificate:

                  (i)      The Certificate Registrar shall register the transfer
         of a Restricted Certificate if the requested transfer is (x) to the
         Depositor or an affiliate (as defined in Rule 405 under the 1933 Act)
         of the Depositor or (y) being made to a "qualified institutional buyer"
         (a "QIB") as defined in Rule 144A under the Securities Act of 1933, as
         amended (the "Act") by a transferor that has provided the Certificate
         Registrar with a certificate in the form of Exhibit H hereto; and XXX

                  (ii)     The Certificate Registrar shall register the transfer
         of a Restricted Certificate if the requested transfer is being made to
         an "accredited investor" under Rule 501(a)(1), (2), (3) or (7) under
         the Act, or to any Person all of the equity owners in which are such
         accredited investors, by a transferor who furnishes to the Certificate
         Registrar a letter of the transferee substantially in the form of
         Exhibit I hereto.

         (d)      No transfer of an ERISA-Restricted Certificate in the form of
a Definitive Certificate shall be made to any Person or shall be effective
unless the Certificate Registrar, on behalf of the Trustee, has received (A) a
certificate substantially in the form of Exhibit J hereto (or Exhibit B, in the
case of a Residual Certificate) from such transferee or (B) an Opinion of
Counsel satisfactory to the Certificate Registrar to the effect that the
purchase and holding of such a Certificate will not constitute or result in any
nonexempt prohibited transactions under Title I of ERISA or Section 4975 of the
Code and will not subject the Certificate Registrar, the Trustee, the Master
Servicer, the Depositor or the Securities Administrator to any obligation in
addition to those undertaken in the Agreement; provided, however, that the
Certificate Registrar will not require such certificate or opinion in the event
that, as a result of a change of law or otherwise, counsel satisfactory to the
Certificate Registrar has rendered an opinion to the effect that the purchase
and holding of an ERISA-Restricted Certificate by a Plan or a Person that is
purchasing or holding such a Certificate with the assets of a Plan will not
constitute or result in a prohibited transaction under Title I of ERISA or
Section 4975 of the Code and will not subject the Certificate Registrar, the
Trustee, the Master Servicer, the Depositor, the Securities

                                       53

<PAGE>

Administrator or any Servicer to any obligation in addition to those undertaken
in this Agreement. Each Transferee of an ERISA-Restricted Certificate that is a
Book-Entry Certificate shall be deemed to have made the representations set
forth in Exhibit J. The preparation and delivery of the certificate and opinions
referred to above shall not be an expense of the Trust Fund, the Certificate
Registrar, the Trustee, the Master Servicer, the Depositor or the Securities
Administrator.

         Notwithstanding the foregoing, no opinion or certificate shall be
required for the initial issuance of the ERISA-Restricted Certificates to the
Underwriter. The Certificate Registrar shall have no obligation to monitor
transfers of Book-Entry Certificates that are ERISA-Restricted Certificates and
shall have no liability for transfers of such Certificates in violation of the
transfer restrictions. The Certificate Registrar shall be under no liability to
any Person for any registration of transfer of any ERISA-Restricted Certificate
that is in fact not permitted by this Section 3.03(d) and none of the Securities
Administrator, the Trustee or the Paying Agent shall have any liability for
making any payments due on such Certificate to the Holder thereof or taking any
other action with respect to such Holder under the provisions of this Agreement
so long as the transfer was registered by the Certificate Registrar in
accordance with the foregoing requirements. The Securities Administrator, on
behalf of the Trustee, shall be entitled, but not obligated, to recover from any
Holder of any ERISA-Restricted Certificate that was in fact a Plan or a Person
acting on behalf of a Plan any payments made on such ERISA-Restricted
Certificate at and after either such time. Any such payments so recovered by the
Securities Administrator, on behalf of the Trustee, shall be paid and delivered
by the Securities Administrator, on behalf of the Trustee, to the last preceding
Holder of such Certificate that is not such a Plan or Person acting on behalf of
a Plan.

         (e)      As a condition of the registration of transfer or exchange of
any Certificate, the Certificate Registrar may require the certified taxpayer
identification number of the owner of the Certificate and the payment of a sum
sufficient to cover any tax or other governmental charge imposed in connection
therewith; provided, however, that the Certificate Registrar shall have no
obligation to require such payment or to determine whether or not any such tax
or charge may be applicable. No service charge shall be made to the
Certificateholder for any registration, transfer or exchange of a Certificate.

         (f)      Notwithstanding anything to the contrary contained herein, no
Residual Certificate may be owned, pledged or transferred, directly or
indirectly, by or to (i) a Disqualified Organization or (ii) an individual,
corporation or partnership or other person unless such person is (A) not a
Non-U.S. Person or (B) is a Non-U.S. Person that holds a Residual Certificate in
connection with the conduct of a trade or business within the United States and
has furnished the transferor and the Certificate Registrar with an effective
Internal Revenue Service Form W-8ECI or successor form at the time and in the
manner required by the Code (any such person who is not covered by clause (A) or
(B) above is referred to herein as a "Non-permitted Foreign Holder").

         Prior to and as a condition of the registration of any transfer, sale
or other disposition of a Residual Certificate, the proposed transferee shall
deliver to the Trustee and the Certificate Registrar an affidavit in
substantially the form attached hereto as Exhibit B representing and warranting,
among other things, that such transferee is neither a Disqualified Organization,
an

                                       54

<PAGE>

agent or nominee acting on behalf of a Disqualified Organization, nor a
Non-permitted Foreign Holder (any such transferee, a "Permitted Transferee"),
and the proposed transferor shall deliver to the Trustee and the Certificate
Registrar an affidavit in substantially the form attached hereto as Exhibit C.
In addition, the Trustee or the Certificate Registrar may (but shall have no
obligation to) require, prior to and as a condition of any such transfer, the
delivery by the proposed transferee of an Opinion of Counsel, addressed to the
Trustee and the Certificate Registrar, that such proposed transferee or, if the
proposed transferee is an agent or nominee, the proposed beneficial owner, is
not a Disqualified Organization, agent or nominee thereof, or a Non-permitted
Foreign Holder. Notwithstanding the registration in the Certificate Register of
any transfer, sale, or other disposition of a Residual Certificate to a
Disqualified Organization, an agent or nominee thereof, or Non-permitted Foreign
Holder, such registration shall be deemed to be of no legal force or effect
whatsoever and such Disqualified Organization, agent or nominee thereof, or
Non-permitted Foreign Holder shall not be deemed to be a Certificateholder for
any purpose hereunder, including, but not limited to, the receipt of
distributions on such Residual Certificate. The Depositor, the Certificate
Registrar and the Trustee shall be under no liability to any Person for any
registration or transfer of a Residual Certificate to a Disqualified
Organization, agent or nominee thereof or Non-permitted Foreign Holder or for
the Paying Agent making any payments due on such Residual Certificate to the
Holder thereof or for taking any other action with respect to such Holder under
the provisions of the Agreement, so long as the transfer was effected in
accordance with this Section 3.03(f), unless the Certificate Registrar shall
have actual knowledge at the time of such transfer or the time of such payment
or other action that the transferee is a Disqualified Organization, or an agent
or nominee thereof, or Non-permitted Foreign Holder. The Certificate Registrar
shall be entitled to recover from any Holder of a Residual Certificate that was
a Disqualified Organization, agent or nominee thereof, or Non-permitted Foreign
Holder at the time it became a Holder or any subsequent time it became a
Disqualified Organization, agent or nominee thereof, or Non-permitted Foreign
Holder, all payments made on such Residual Certificate at and after either such
times (and all costs and expenses, including but not limited to attorneys' fees,
incurred in connection therewith). Any payment (not including any such costs and
expenses) so recovered by the Certificate Registrar shall be paid and delivered
to the last preceding Holder of such Residual Certificate.

         If any purported transferee shall become a registered Holder of a
Residual Certificate in violation of the provisions of this Section 3.03(f),
then upon receipt of written notice to the Trustee that the registration of
transfer of such Residual Certificate was not in fact permitted by this Section
3.03(f), the last preceding Permitted Transferee shall be restored to all rights
as Holder thereof retroactive to the date of such registration of transfer of
such Residual Certificate. The Depositor, the Certificate Registrar and the
Trustee shall be under no liability to any Person for any registration of
transfer of a Residual Certificate that is in fact not permitted by this Section
3.03(f), or for the Paying Agent making any payment due on such Certificate to
the registered Holder thereof or for taking any other action with respect to
such Holder under the provisions of this Agreement so long as the transfer was
registered upon receipt of the affidavit described in the preceding paragraph of
this Section 3.03(f).

         (g)      Each Holder or Certificate Owner of a Restricted Certificate,
ERISA-Restricted Certificate or Residual Certificate, or an interest therein, by
such Holder's or Owner's acceptance thereof, shall be deemed for all purposes to
have consented to the provisions of this section.

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<PAGE>

         Section 3.04 Cancellation of Certificates.

         Any Certificate surrendered for registration of transfer or exchange
shall be cancelled and retained in accordance with normal retention policies
with respect to cancelled certificates maintained by the Trustee or the
Certificate Registrar.

         Section 3.05 Replacement of Certificates.

         If (i) any Certificate is mutilated and is surrendered to the Trustee
or the Certificate Registrar or (ii) the Trustee or the Certificate Registrar
receives evidence to its satisfaction of the destruction, loss or theft of any
Certificate, and there is delivered to the Trustee and the Certificate Registrar
such security or indemnity as may be required by them to save each of them
harmless, then, in the absence of notice to the Depositor, the Trustee or the
Certificate Registrar that such destroyed, lost or stolen Certificate has been
acquired by a protected purchaser, the Trustee shall execute and the
Authenticating Agent shall authenticate and deliver, in exchange for or in lieu
of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate
of like tenor and Certificate Principal Amount. Upon the issuance of any new
Certificate under this Section 3.05, the Trustee, the Depositor or the
Certificate Registrar may require the payment of a sum sufficient to cover any
tax or other governmental charge that may be imposed in relation thereto and any
other expenses (including the fees and expenses of the Trustee, the Depositor or
the Certificate Registrar) connected therewith. Any replacement Certificate
issued pursuant to this Section 3.05 shall constitute complete and indefeasible
evidence of ownership in the applicable Trust Fund, as if originally issued,
whether or not the lost, stolen or destroyed Certificate shall be found at any
time.

         If after the delivery of such new Certificate, a protected purchaser of
the original Certificate in lieu of which such new Certificate was issued
presents for payment such original Certificate, the Depositor, the Certificate
Registrar and the Trustee or any agent shall be entitled to recover such new
Certificate from the Person to whom it was delivered or any Person taking
therefrom, except a protected purchaser, and shall be entitled to recover upon
the security or indemnity provided therefor to the extent of any loss, damage,
cost or expenses incurred by the Depositor, the Certificate Registrar, the
Trustee or any agent in connection therewith.

         Section 3.06 Persons Deemed Owners.

         Subject to the provisions of Section 3.09 with respect to Book-Entry
Certificates, the Depositor, the Master Servicer, the Trustee, the Certificate
Registrar, the Paying Agent and any agent of any of them shall treat the Person
in whose name any Certificate is registered upon the books of the Certificate
Registrar as the owner of such Certificate for the purpose of receiving
distributions pursuant to Sections 5.01 and 5.02 and for all other purposes
whatsoever, and neither the Depositor, the Master Servicer, the Trustee, the
Certificate Registrar, the Paying Agent nor any agent of any of them shall be
affected by notice to the contrary.

         Section 3.07 Temporary Certificates.

         (a)      Pending the preparation of definitive Certificates, upon the
order of the Depositor, the Trustee shall execute and the Authenticating Agent
shall authenticate and deliver temporary Certificates that are printed,
lithographed, typewritten, mimeographed or otherwise produced, in

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<PAGE>

any authorized denomination, substantially of the tenor of the definitive
Certificates in lieu of which they are issued and with such variations as the
authorized officers executing such Certificates may determine, as evidenced by
their execution of such Certificates.

         (b)      If temporary Certificates are issued, the Depositor will cause
definitive Certificates to be prepared without unreasonable delay. After the
preparation of definitive Certificates, the temporary Certificates shall be
exchangeable for definitive Certificates upon surrender of the temporary
Certificates at the office or agency of the Certificate Registrar without charge
to the Holder. Upon surrender for cancellation of any one or more temporary
Certificates, the Trustee shall execute and the Authenticating Agent shall
authenticate and deliver in exchange therefor a like aggregate Certificate
Principal Amount of definitive Certificates of the same Class in the authorized
denominations. Until so exchanged, the temporary Certificates shall in all
respects be entitled to the same benefits under this Agreement as definitive
Certificates of the same Class.

         Section 3.08 Appointment of Paying Agent.

         The Trustee may appoint a Paying Agent (which may be the Trustee) for
the purpose of making distributions to the Certificateholders hereunder. The
Trustee hereby appoints the Securities Administrator as the initial Paying
Agent. The Trustee shall cause any Paying Agent, other than the Securities
Administrator, to execute and deliver to the Trustee an instrument in which such
Paying Agent shall agree with the Trustee that such Paying Agent will hold all
sums held by it for the payment to the Certificateholders in an Eligible Account
(which shall be the Distribution Account) in trust for the benefit of the
Certificateholders entitled thereto until such sums shall be paid to the
Certificateholders. All funds remitted by the Trustee to any such Paying Agent
for the purpose of making distributions shall be paid to the Certificateholders
on each Distribution Date and any amounts not so paid shall be returned on such
Distribution Date to the Trustee. If the Paying Agent is not the Trustee or the
Securities Administrator, the Trustee shall cause to be remitted to the Paying
Agent on or before the Business Day prior to each Distribution Date, by wire
transfer in immediately available funds, the funds to be distributed on such
Distribution Date. Any Paying Agent shall be either a bank or trust company or
otherwise authorized under law to exercise corporate trust powers.

         Section 3.09 Book-Entry Certificates.

         (a)      Each Class of Book-Entry Certificates, upon original issuance,
shall be issued in the form of one or more typewritten Certificates representing
the Book-Entry Certificates. The Book-Entry Certificates shall initially be
registered on the Certificate Register in the name of the nominee of the
Clearing Agency, and no Certificate Owner will receive a definitive certificate
representing such Certificate Owner's interest in the Book-Entry Certificates,
except as provided in Section 3.09(c). Unless Definitive Certificates have been
issued to Certificate Owners of Book-Entry Certificates pursuant to Section
3.09(c):

                  (i)      the provisions of this Section 3.09 shall be in full
         force and effect;

                  (ii)     the Certificate Registrar, the Paying Agent and the
         Trustee shall deal with the Clearing Agency for all purposes (including
         the making of distributions on the Book-

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<PAGE>

         Entry Certificates) as the authorized representatives of the
         Certificate Owners and the Clearing Agency and shall be responsible for
         crediting the amount of such distributions to the accounts of such
         Persons entitled thereto, in accordance with the Clearing Agency's
         normal procedures;

                  (iii)    to the extent that the provisions of this Section
         3.09 conflict with any other provisions of this Agreement, the
         provisions of this Section 3.09 shall control; and

                  (iv)     the rights of Certificate Owners shall be exercised
         only through the Clearing Agency and the Clearing Agency Participants
         and shall be limited to those established by law and agreements between
         such Certificate Owners and the Clearing Agency and/or the Clearing
         Agency Participants. Unless and until Definitive Certificates are
         issued pursuant to Section 3.09(c), the initial Clearing Agency will
         make book-entry transfers among the Clearing Agency Participants and
         receive and transmit distributions of principal of and interest on the
         Book-Entry Certificates to such Clearing Agency Participants.

         (b)      Whenever notice or other communication to the
Certificateholders is required under this Agreement, unless and until Definitive
Certificates shall have been issued to Certificate Owners pursuant to Section
3.09(c), the Securities Administrator shall give all such notices and
communications specified herein to be given to Holders of the Book-Entry
Certificates to the Clearing Agency.

         (c)      If (i) (A) the Clearing Agency or the Depositor advises the
Paying Agent in writing that the Clearing Agency is no longer willing or able to
discharge properly its responsibilities with respect to the Book-Entry
Certificates, and (B) the Depositor is unable to locate a qualified successor
satisfactory to the Depositor and the Paying Agent, (ii) the Depositor, at its
option, advises the Paying Agent in writing that it elects to terminate the
book-entry system through the Clearing Agency or (iii) after the occurrence of
an Event of Default, Certificate Owners representing beneficial interests
aggregating not less than 50% of the Class Principal Amount of a Class of
Book-Entry Certificates advise the Paying Agent and the Clearing Agency through
the Clearing Agency Participants in writing that the continuation of a
book-entry system through the Clearing Agency is no longer in the best interests
of the Certificate Owners of a Class of Book-Entry Certificates, the Certificate
Registrar shall notify the Clearing Agency to effect notification to all
Certificate Owners, through the Clearing Agency, of the occurrence of any such
event and of the availability of Definitive Certificates to Certificate Owners
requesting the same. Upon surrender to the Certificate Registrar of the
Book-Entry Certificates by the Clearing Agency, accompanied by registration
instructions from the Clearing Agency for registration, the Certificate
Registrar shall issue the Definitive Certificates. Neither the Depositor, the
Certificate Registrar nor the Trustee shall be liable for any delay in delivery
of such instructions and may conclusively rely on, and shall be protected in
relying on, such instructions. Upon the issuance of Definitive Certificates all
references herein to obligations imposed upon or to be performed by the Clearing
Agency shall be deemed to be imposed upon and performed by the Certificate
Registrar, to the extent applicable, with respect to such Definitive
Certificates and the Certificate Registrar shall recognize the holders of the
Definitive Certificates as Certificateholders hereunder. Notwithstanding the
foregoing, the

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Certificate Registrar, upon the instruction of the Depositor, shall have the
right to issue Definitive Certificates on the Closing Date in connection with
credit enhancement programs.

                                   ARTICLE IV

                        ADMINISTRATION OF THE TRUST FUND

         Section 4.01 Custodial Accounts; Distribution Account.

         (a)      On or prior to the Closing Date, the Master Servicer shall
have caused each Servicer to establish and maintain one or more Custodial
Accounts, as provided in the related Purchase and Servicing Agreement, into
which all Scheduled Payments and unscheduled payments with respect to the
related Mortgage Loans, net of any deductions or reimbursements permitted under
the related Purchase and Servicing Agreement, shall be deposited. On each
Distribution Account Deposit Date, the Servicers shall remit to the Securities
Administrator for deposit into the Distribution Account, all amounts so required
to be deposited into such account in accordance with the terms of the related
Purchase and Servicing Agreements.

         (b)      The Securities Administrator, as Paying Agent for the Trustee,
shall establish and maintain an Eligible Account entitled "Distribution Account
of Wachovia Bank, National Association, as Trustee for the benefit of J.P.
Morgan Mortgage Trust 2004-A3, Holders of Mortgage Pass-Through Certificates."
The Securities Administrator shall, promptly upon receipt from the Servicers on
each Distribution Account Deposit Date, deposit into the Distribution Account
and retain on deposit until the related Distribution Date the following amounts:

                  (i)      the aggregate of collections with respect to the
         Mortgage Loans remitted by the Servicers from the related Custodial
         Accounts in accordance with the Purchase and Servicing Agreements;

                  (ii)     any amounts required to be deposited by the Master
         Servicer with respect to the Mortgage Loans for the related Due Period
         pursuant to this Agreement, including the amount of any Advances or
         Compensation Interest Payments with respect to the Mortgage Loans not
         paid by the Servicers; and

                  (iii)    any other amounts so required to be deposited in the
         Distribution Account in the related Due Period pursuant to this
         Agreement.

         (c)      In the event the Master Servicer or a Servicer has remitted in
error to the Distribution Account any amount not required to be remitted in
accordance with the definition of Available Distribution Amount, it may at any
time direct the Securities Administrator to withdraw such amount from the
Distribution Account for repayment to the Master Servicer or Servicer, as
applicable, by delivery of an Officer's Certificate to the Securities
Administrator and the Trustee which describes the amount deposited in error.

         (d)      On each Distribution Date and Redemption Date, the Securities
Administrator, as Paying Agent, shall withdraw from funds available in the
Distribution Account and distribute the Available Distribution Amount to the
Certificateholders and any other parties entitled thereto in the amounts and
priorities set forth in Section 5.02. The Securities Administrator may from time

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to time withdraw from the Distribution Account and pay the Master Servicer, the
Trustee, the Securities Administrator, Sunset or any Servicer any amounts
permitted to be paid or reimbursed to such Person from funds in the Distribution
Account pursuant to the clauses (A) through (E) of the definition of Available
Distribution Amount.

         (e)      Funds in the Distribution Account may be invested in Permitted
Investments selected by and at the written direction of the Securities
Administrator, which shall mature not later than one Business Day prior to the
Distribution Date (except that if such Permitted Investment is an obligation of
the Securities Administrator, then such Permitted Investment shall mature not
later than such applicable Distribution Date) and any such Permitted Investment
shall not be sold or disposed of prior to its maturity. All such Permitted
Investments shall be made in the name of the Trustee (in its capacity as such)
or its nominee. All income and gain realized from any Permitted Investment shall
be for the benefit of the Securities Administrator, as additional compensation
for its duties hereunder, and shall be subject to its withdrawal or order from
time to time, and shall not be part of the Trust Fund. The amount of any losses
incurred in respect of any such investments shall be deposited in such
Distribution Account by the Securities Administrator out of its own funds,
without any right of reimbursement therefor, immediately as realized.

         Section 4.02 [Reserved].

         Section 4.03 [Reserved].

         Section 4.04 Reports to Trustee and Certificateholders.

         On each Distribution Date, the Securities Administrator shall have
prepared and shall make available to the Trustee, the Depositor and each
Certificateholder a written report setting forth the following information (on
the basis of Mortgage Loan level information obtained from the Master Servicer
and the Servicers):

         (a)      the amount of the distributions, separately identified, with
respect to each Class of Certificates;

         (b)      the amount of the distributions set forth in the clause (a)
allocable to principal, separately identifying the aggregate amount of any
Principal Prepayments or other unscheduled recoveries of principal included in
that amount;

         (c)      the amount of the distributions set forth in the clause (a)
allocable to interest and how it was calculated;

         (d)      the amount of any unpaid Interest Shortfall and the related
accrued interest thereon, with respect to each Class of Certificates;

         (e)      the Class Principal Amount of each Class of Certificates after
giving effect to the distribution of principal on that Distribution Date;

         (f)      the Aggregate Stated Principal Balance of the Mortgage Loans
in each Mortgage Pool and in each Aggregate Pool at the end of the related
Prepayment Period and the applicable

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Net WAC of the Mortgage Loans in each Mortgage Pool at the beginning of the
related Due Period;

         (g)      the Senior Percentage and the Subordinate Percentage for each
Mortgage Pool for the following Distribution Date;

         (h)      the Senior Prepayment Percentage and Subordinate Prepayment
Percentage for each Mortgage Pool for the following Distribution Date;

         (i)      with respect to each Mortgage Pool and each Aggregate Pool,
the amount of the Master Servicing Fee and the Servicing Fee paid to or retained
by the Master Servicer and by each Servicer, respectively;

         (j)      with respect to each Mortgage Pool and each Aggregate Pool,
the amount of Advances for the related Due Period;

         (k)      with respect to each Mortgage Pool and each Aggregate Pool,
the number and Stated Principal Balance of the Mortgage Loans that were (A)
Delinquent (exclusive of Mortgage Loans in foreclosure) (1) 30 to 59 days, (2)
60 to 89 days and (3) 90 or more days, (B) in foreclosure and Delinquent (1) 30
to 59 days, (2) 60 to 89 days and (3) 90 or more days and (C) in bankruptcy as
of the close of business on the last day of the calendar month preceding that
Distribution Date;

         (l)      with respect to each Mortgage Pool and each Aggregate Pool,
for any Mortgage Loan as to which the related Mortgaged Property was an REO
Property during the preceding calendar month, the principal balance of that
Mortgage Loan as of the close of business on the last day of the related Due
Period;

         (m)      with respect to each Mortgage Pool and each Aggregate Pool,
the amount of Realized Losses incurred during the preceding calendar month;

         (n)      with respect to each Mortgage Pool and each Aggregate Pool,
the cumulative amount of Realized Losses incurred since the Closing Date;

         (o)      the Realized Losses, if any, allocated to each Class of
Certificates on that Distribution Date;

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

         (q)      the Certificate Interest Rate for each Class of Certificates
for that Distribution Date; and

         (r)      with respect to each Aggregate Pool, the amount of any
Principal Transfer Amounts or Interest Transfer Amounts paid to a related
Undercollateralized Group or Principal Transfers between related Groups in the
event of Rapid Prepayment Conditions.

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<PAGE>

         The Securities Administrator shall make such reports available each
month via the Master Servicer's website at http://www.ctslink.com. Assistance in
using the website may be obtained by calling the Master Servicer's customer
service desk at (301) 815-6600. Certificateholders and other parties that are
unable to use the website are entitled to have a paper copy mailed to them via
first class mail by contacting the Securities Administrator and indicating such.
In preparing or furnishing the foregoing information to the Trustee, the
Securities Administrator shall be entitled to rely conclusively on the accuracy
of the information or data regarding the Mortgage Loans and the related REO
Properties that has been provided to the Securities Administrator by the Master
Servicer and the Servicers, and the Securities Administrator shall not be
obligated to verify, recompute, reconcile or recalculate any such information or
data.

         Upon the reasonable advance written request of any Certificateholder
that is a savings and loan, bank or insurance company, which request, if
received by the Trustee or any agent thereof, shall be promptly forwarded to the
Securities Administrator, the Securities Administrator shall provide, or cause
to be provided, (or, to the extent that such information or documentation is not
required to be provided by a Servicer under the applicable Purchase and
Servicing Agreement, shall use reasonable efforts to obtain such information and
documentation from such Servicer, and provide) to such Certificateholders such
reports and access to information and documentation regarding the Mortgage Loans
as such Certificateholders may reasonably deem necessary to comply with
applicable regulations of the Office of Thrift Supervision or its successor or
other regulatory authorities with respect to an investment in the Certificates;
provided, however, that the Securities Administrator shall be entitled to be
reimbursed by such Certificateholders for the Securities Administrator's actual
expenses incurred in providing such reports and access.

                                    ARTICLE V

                    DISTRIBUTIONS TO HOLDERS OF CERTIFICATES

         Section 5.01 Distributions Generally.

         (a)      Subject to Section 7.01 respecting the final distribution on
the Certificates, on each Distribution Date the Trustee or the Paying Agent
shall make distributions in accordance with this Article V. Such distributions
shall be made by check mailed to each Certificateholder's address as it appears
on the Certificate Register of the Certificate Registrar or, upon written
request made to the Securities Administrator at least five Business Days prior
to the related Record Date by any Certificateholder owning an aggregate initial
Certificate Principal Amount of at least $1,000,000, or in the case of a
Residual Certificate, a Percentage Interest of not less than 100%, by wire
transfer in immediately available funds to an account specified in the request
and at the expense of such Certificateholder; provided, however, that the final
distribution in respect of any Certificate shall be made only upon presentation
and surrender of such Certificate at the Certificate Registrar's Corporate Trust
Office; provided, further, that the foregoing provisions shall not apply to any
Class of Certificates as long as such Certificate remains a Book-Entry
Certificate in which case all payments made shall be made through the Clearing
Agency and its Clearing Agency Participants. Wire transfers will be made at the
expense of the Holder requesting such wire transfer by deducting a wire transfer
fee from the related distribution. Notwithstanding such final payment of
principal of any of the Certificates, each Residual

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Certificate will remain outstanding until the termination of each REMIC and the
payment in full of all other amounts due with respect to the Residual
Certificates and at such time such final payment in retirement of any Residual
Certificate will be made only upon presentation and surrender of such
Certificate at the Certificate Registrar's Corporate Trust Office. If any
payment required to be made on the Certificates is to be made on a day that is
not a Business Day, then such payment will be made on the next succeeding
Business Day.

         (b)      All distributions or allocations made with respect to the
Certificateholders within each Class on each Distribution Date shall be
allocated among the outstanding Certificates in such Class equally in proportion
to their respective initial Class Principal Amounts (or Percentage Interests).

         Section 5.02 Distributions from the Distribution Account.

         (a)      Subject to Sections 5.02(h) and (i), on each Distribution
Date, the Available Distribution Amount for the related Mortgage Pool (in the
case of the Senior Certificates) and the Mortgage Pools in the related Aggregate
Pool (in the case of the Subordinate Certificates) shall be withdrawn by the
Securities Administrator from funds on deposit in the Distribution Account
allocated among the related Classes of Senior Certificates and the related
Classes of Subordinate Certificates in the following order of priority:

                  (i)      Concurrently, from the related Available Distribution
         Amount, to the payment of the Interest Distribution Amount and any
         Interest Shortfalls for each Class of Senior Certificates;

                  (ii)     Concurrently, to the Senior Certificates from the
         Available Distribution Amount remaining in the related Mortgage Pool
         after application of amounts pursuant to clause (i) above, as follows:

                           (a)      sequentially, to the Class A-R and Class
                  1-A-1 Certificates, in that order, the Senior Principal
                  Distribution Amount for Pool 1, until their respective Class
                  Principal Amounts have been reduced to zero;

                           (b)      to the Class 2-A-1 Certificates, the Senior
                  Principal Distribution Amount for Pool 2, until its Class
                  Principal Amount has been reduced to zero;

                           (c)      to the Class 3-A-1, Class 3-A-2 and Class
                  3-A-3 Certificates, the Senior Principal Distribution Amount
                  for Pool 3, sequentially, in the following order of priority:

                                    (I)      concurrently, 65.5837478226% to the
                           Class 3-A-1 Certificates and 34.4162521774% to the
                           Class 3-A-2 Certificates, until the Class Principal
                           Amount of the Class 3-A-1 Certificates has been
                           reduced to zero; and

                                    (II)     sequentially, to the Class 3-A-2
                           and Class 3-A-3 Certificates, in that order, until
                           their respective Class Principal Amounts have been
                           reduced to zero;

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                           (d)      concurrently, to the Class 4-A-1 and Class
                  4-A-2 Certificates, pro rata, the Senior Principal
                  Distribution Amount for Pool 4, until their respective Class
                  Principal Amounts have been reduced to zero;

                           (e)      to the Class S-F-1 Certificates, the Senior
                  Principal Distribution Amount for Pool 5, until its Class
                  Principal Amount has been reduced to zero;

                           (f)      to the Class S-F-2 Certificates, the Senior
                  Principal Distribution Amount for Pool 6, until its Class
                  Principal Amount has been reduced to zero; and

                           (g)      to the Class S-F-3 Certificates, the Senior
                  Principal Distribution Amount for Pool 7, until its Class
                  Principal Amount has been reduced to zero;

                  (iii)    Concurrently, to the Subordinate Certificates, as
      follows:

                           (a)      Sequentially, to the Pool I Subordinate
                  Certificates, as follows:

                                    (A)      to the Class I-B-1 Certificates,
                           the Interest Distribution Amount and any Interest
                           Shortfalls, in each case, for such Class and date;

                                    (B)      to the Class I-B-1 Certificates,
                           such Class' Subordinate Class Percentage of the
                           Subordinate Principal Distribution Amount for each
                           Mortgage Pool in Aggregate Pool I, until its Class
                           Principal Amount has been reduced to zero;

                                    (C)      to the Class I-B-2 Certificates,
                           the Interest Distribution Amount and any Interest
                           Shortfalls, in each case, for such Class and date;

                                    (D)      to the Class I-B-2 Certificates,
                           such Class' Subordinate Class Percentage of the
                           Subordinate Principal Distribution Amount for each
                           Mortgage Pool in Aggregate Pool I, until its Class
                           Principal Amount has been reduced to zero;

                                    (E)      to the Class I-B-3 Certificates,
                           the Interest Distribution Amount and any Interest
                           Shortfalls, in each case, for such Class and date;

                                    (F)      to the Class I-B-3 Certificates,
                           such Class' Subordinate Class Percentage of the
                           Subordinate Principal Distribution Amount for each
                           Mortgage Pool in Aggregate Pool I, until its Class
                           Principal Amount has been reduced to zero;

                                    (G)      to the Class I-B-4 Certificates,
                           the Interest Distribution Amount and any Interest
                           Shortfalls, in each case, for such Class and date;

                                    (H)      to the Class I-B-4 Certificates,
                           such Class' Subordinate Class Percentage of the
                           Subordinate Principal Distribution Amount for each
                           Mortgage Pool in Aggregate Pool I, until its Class
                           Principal Amount has been reduced to zero;

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                                    (I)      to the Class I-B-5 Certificates,
                           the Interest Distribution Amount and any Interest
                           Shortfalls, in each case, for such Class and date;

                                    (J)      to the Class I-B-5 Certificates,
                           such Class' Subordinate Class Percentage of the
                           Subordinate Principal Distribution Amount for each
                           Mortgage Pool in Aggregate Pool I, until its Class
                           Principal Amount has been reduced to zero;

                                    (K)      to the Class I-B-6 Certificates,
                           the Interest Distribution Amount and any Interest
                           Shortfalls, in each case, for such Class and date;
                           and

                                    (L)      to the Class I-B-6 Certificates,
                           such Class' Subordinate Class Percentage of the
                           Subordinate Principal Distribution Amount for each
                           Mortgage Pool in Aggregate Pool I, until its Class
                           Principal Amount has been reduced to zero;

                           (b)      Sequentially, to the Pool II Subordinate
                  Certificates, as follows:

                                    (A)      to the Class S-B-1 Certificates,
                           the Interest Distribution Amount and any Interest
                           Shortfalls, in each case, for such Class and date;

                                    (B)      to the Class S-B-1 Certificates,
                           such Class' Subordinate Class Percentage of the
                           Subordinate Principal Distribution Amount for each
                           Mortgage Pool in Aggregate Pool II, until its Class
                           Principal Amount has been reduced to zero;

                                    (C)      to the Class S-B-2 Certificates,
                           the Interest Distribution Amount and any Interest
                           Shortfalls, in each case, for such Class and date;

                                    (D)      to the Class S-B-2 Certificates,
                           such Class' Subordinate Class Percentage of the
                           Subordinate Principal Distribution Amount for each
                           Mortgage Pool in Aggregate Pool II, until its Class
                           Principal Amount has been reduced to zero;

                                    (E)      to the Class S-B-3 Certificates,
                           the Interest Distribution Amount and any Interest
                           Shortfalls, in each case, for such Class and date;

                                    (F)      to the Class S-B-3 Certificates,
                           such Class' Subordinate Class Percentage of the
                           Subordinate Principal Distribution Amount for each
                           Mortgage Pool in Aggregate Pool II, until its Class
                           Principal Amount has been reduced to zero;

                                    (G)      to the Class S-B-4 Certificates,
                           the Interest Distribution Amount and any Interest
                           Shortfalls, in each case, for such Class and date;

                                    (H)      to the Class S-B-4 Certificates,
                           such Class' Subordinate Class Percentage of the
                           Subordinate Principal Distribution Amount for

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<PAGE>

                           each Mortgage Pool in Aggregate Pool II, until its
                           Class Principal Amount has been reduced to zero;

                                    (I)      to the Class S-B-5 Certificates,
                           the Interest Distribution Amount and any Interest
                           Shortfalls, in each case, for such Class and date;

                                    (J)      to the Class S-B-5 Certificates,
                           such Class' Subordinate Class Percentage of the
                           Subordinate Principal Distribution Amount for each
                           Mortgage Pool in Aggregate Pool II, until its Class
                           Principal Amount has been reduced to zero;

                                    (K)      to the Class S-B-6 Certificates,
                           the Interest Distribution Amount and any Interest
                           Shortfalls, in each case, for such Class and date;
                           and

                                    (L)      to the Class S-B-6 Certificates,
                           such Class' Subordinate Class Percentage of the
                           Subordinate Principal Distribution Amount for each
                           Mortgage Pool in Aggregate Pool II, until its Class
                           Principal Amount has been reduced to zero;

                  (iv)     To the Class A-R Certificates, any remaining amount
         of the Available Distribution Amount from the Mortgage Pools in
         Aggregate Pool I and Aggregate Pool II.

         (b)      On each Distribution Date on and after the related Credit
Support Depletion Date for an Aggregate Pool, the Available Distribution Amount
for each Mortgage Pool in the applicable Aggregate Pool shall be combined and
distributed to the remaining related Classes of Certificates, on a pro rata
basis, first, to pay the Interest Distribution Amount and any accrued but unpaid
Interest Shortfalls; second, in reduction of the Certificate Principal Amounts
of such Certificates, pro rata (on the basis of their Class Principal Amounts),
until such Certificate Principal Amounts have been reduced to zero; and third,
to the Class A-R Certificate, any remaining Available Distribution Amount from
such Mortgage Pool.

         (c)      Notwithstanding the priorities and allocations set forth in
Sections 5.02(a)(iii)(a) and 5.02(a)(iii)(b) above, if with respect to any Class
of Subordinate Certificates related to an Aggregate Pool on any Distribution
Date the sum of the related Class Subordination Percentages of such Class and of
all other Classes of Subordinate Certificates related to that Aggregate Pool
which have a higher numerical Class designation than such Class is less than the
Original Applicable Credit Support Percentage for such Class, no distribution of
Principal Prepayments shall be made to any such Classes and the amount of such
Principal Prepayment otherwise distributable to such Classes shall be
distributed to any related Classes of Subordinate Certificates having lower
numerical Class designations than such Class, pro rata, based on the Class
Principal Amounts of the respective Classes immediately prior to such
Distribution Date and shall be distributed in the sequential order provided in
Sections 5.02(a)(iii)(a) or 5.02(a)(iii)(b) above, as applicable.

         (d)      Amounts distributed to the Residual Certificates pursuant to
subparagraph (a)(iv) of this Section 5.02 on any Distribution Date shall be
allocated among the REMIC residual

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interests represented thereby such that each such interest is allocated the
excess of funds available to the related REMIC over required distributions to
the regular interests in such REMIC on such Distribution Date.

         (e)      For purposes of distributions provided in paragraph (a), each
Mortgage Pool shall "relate" to the Senior Class or Classes of the applicable
Related Certificate Group.

         (f)      [Reserved].

         (g)      For purposes of distributions of interest in paragraph (a)
such distributions to a Class of Certificates on any Distribution Date shall be
made first, in respect of Current Interest; and second, in respect of Interest
Shortfalls.

         (h)      Notwithstanding the priority of distributions set forth in
paragraph (a) above, if on any Distribution Date prior to the related Credit
Support Depletion Date for an Aggregate Pool (1) either one of the applicable
Rapid Prepayment Conditions is satisfied on such date and (2) the Certificate
Principal Amount of the Senior Certificates relating to one of the Mortgage
Pools in that Aggregate Pool have been reduced to zero, then that portion of the
Available Distribution Amount for each Mortgage Pool in that Aggregate Pool
described in Section 5.02(a)(ii) that represents principal collections on the
Mortgage Loans shall be applied as an additional distribution to the remaining
related Classes of Senior Certificates in reduction of, and in proportion to,
the Class Principal Amounts thereof.

         (i)      If, on any Distribution Date, any Certificate Group in an
Aggregate Pool would constitute an Undercollateralized Group and any other
Certificate Group in that Aggregate Pool constitutes an Overcollateralized
Group, then notwithstanding Section 5.02(a)(ii), the Available Distribution
Amount for such Overcollateralized Group, to the extent remaining following
distributions of interest and principal to the related Senior Certificates of
that Certificate Group, shall be distributed up to the sum of the Interest
Transfer Amount and the Principal Transfer Amount for such Undercollateralized
Group to the Senior Certificates related to that Undercollateralized Group in
payment of accrued but unpaid interest, if any, and then to such Senior
Certificates as principal, in the same order and priority as such Certificates
would receive other distributions of principal.

         If more than one Undercollateralized Group in an Aggregate Pool exists
on any Distribution Date, the sum of the Interest Transfer Amounts and the
Principal Transfer Amounts shall be allocated among such Undercollateralized
Groups, pro rata, on the basis of the amount by which the aggregate Class
Principal Amount of the related Senior Certificates immediately prior to such
Distribution Date exceeds the aggregate Stated Principal Balance of the Mortgage
Loans in that Undercollateralized Group. If more than one Overcollateralized
Group in an Aggregate Pool exists on any Distribution Date, reductions in the
Available Distribution Amount for such Overcollateralized Groups to make the
payments required to be made pursuant to this Section 5.02(i) on such
Distribution Date shall be made pro rata, on the basis of the Class Principal
Amount of the related Senior Certificates.

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         Section 5.03 Allocation of Losses.

         (a)      On or prior to each Distribution Date, the Master Servicer
shall aggregate the information provided by each Servicer with respect to the
total amount of Realized Losses, including Excess Losses, experienced on the
Mortgage Loans in an Aggregate Pool for the related Distribution Date.

         (b)      On each Distribution Date, the principal portion of Realized
Losses (other than Excess Losses) shall be allocated as follows:

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

                  second, to each Class of Senior Certificates relating to the
         Mortgage Pool which sustained such loss (allocated among the related
         Senior Classes on a pro rata basis), in each case, until the Class
         Principal Amount of each such Class of Senior Certificates is reduced
         to zero; provided that any Realized Losses (other than Excess Losses)
         in Pool 4 otherwise allocable to the Class 4-A-1 Certificates shall be
         allocated to the Class 4-A-2 Certificates, until their respective Class
         Principal Amounts are reduced to zero;

         (c)      (i) On each Distribution Date, any Excess Losses on the
Mortgage Loans in a Mortgage Pool in an Aggregate Pool shall be allocated to the
Classes of Senior Certificates of the related Certificate Group and the related
Classes of Subordinate Certificates then outstanding, pro rata, on the basis of,
with respect to such Senior Certificates, their respective Class Principal
Amounts and, with respect to each related Class of Subordinate Certificates, the
applicable Apportioned Principal Balance for each such Class relating to the
Mortgage Pool in which such Excess Losses occurs; provided, however, on any
Distribution Date after (x) the third Senior Termination Date for a Certificate
Group in Aggregate Pool I and (y) the second Senior Termination Date for a
Certificate Group in Aggregate Pool II, such Excess Losses on the Mortgage Loans
in the related Mortgage Pool will be allocated to the related Senior
Certificates and related Subordinate Certificates on the basis of their
respective Class Principal Amounts; and provided, further, that after the
related Credit Support Depletion Date for an Aggregate Pool, such Excess Losses
shall be allocated pro rata to all Senior Certificates related to that Aggregate
Pool, regardless of Certificate Group, on the basis of their respective Class
Principal Amounts immediately prior to the related Distribution Date, until the
respective Class Principal Amounts of each such Class are reduced to zero.

                  (ii)     Notwithstanding the foregoing, if, on any
Distribution Date after the related Credit Support Depletion Date with respect
to an Aggregate Pool, a Special Hazard Loss on a Mortgage Loan in that Aggregate
Pool is allocated to the related Classes of Senior Certificates, such Special
Hazard Loss shall be allocated among such related Classes of Senior Certificates
and the outstanding Classes of Subordinate Certificates related to the other
Aggregate Pool in reverse order of their respective numerical Class designations
(beginning with the Class of Subordinate Certificates with the highest numerical
Class designation), pro rata, based on their respective Class Principal Amounts;
provided, however, that any such Special

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<PAGE>

Hazard Loss allocated to the Classes of Subordinate Certificates related to the
other Aggregate Pool shall not exceed the remaining Special Hazard Loss Coverage
Amount for such other Aggregate Pool.

         (d)      On each Distribution Date, the Class Principal Amount of the
Class of Subordinate Certificates related to an Aggregate Pool then outstanding
with the highest numerical Class designation shall be reduced by the amount, if
any, by which the aggregate of the Class Principal Amounts of all outstanding
related Classes of Certificates (after giving effect to the distribution of
principal on such Distribution Date) exceeds the Aggregate Stated Principal
Balance for that Aggregate Pool for the following Distribution Date (such amount
for any Distribution Date, the "Subordinate Certificate Write-down Amount").

         (e)      With the exception of Section 5.03(c)(ii) hereof, any
allocation of a loss pursuant to this Section 5.03 to a Class of Certificates
shall be achieved by reducing the Class Principal Amount thereof by the amount
of such loss. Any allocation of a Special Hazard Loss pursuant to Section
5.03(c)(ii) shall be achieved through cash flow diversions and entitlements to
carry-forward amounts from the non-related Class or Classes of Subordinate
Certificates to which such Special Hazard Loss was allocated, to the extent of
principal distributions made on such Subordinate Certificates.

         (f)      If Subsequent Recoveries have been received with respect to a
Liquidated Mortgage Loan, the amount of such Subsequent Recoveries will be
applied sequentially, in the order of payment priority, to increase the Class
Principal Amount of each Class of Certificates to which Realized Losses have
been allocated, but in each case by not more than the amount of Realized Losses
previously allocated to that Class of Certificates pursuant to this Section
5.03. Holders of such Certificates will not be entitled to any payment in
respect of the Interest Distribution Amount on the amount of such increases for
any Accrual Period preceding the Distribution Date on which such increase
occurs. Any such increases shall be applied pro rata to the Principal Amount of
each Certificate of such Class.

         Section 5.04 Advances by Master Servicer.

         If any Servicer fails to remit any Advance required to be made under
the applicable Purchase and Servicing Agreement, the Master Servicer shall
itself make, or shall cause the successor Servicer to make, such Advance. If the
Master Servicer determines that an Advance is required, it shall on the Business
Day preceding the related Distribution Date immediately following such
Determination Date remit to the Securities Administrator from its own funds (or
funds advanced by the applicable Servicer) for deposit in the Distribution
Account immediately available funds in an amount equal to such Advance. The
Master Servicer and each Servicer shall be entitled to be reimbursed for all
Advances made by it. Notwithstanding anything to the contrary herein, in the
event the Master Servicer determines in its reasonable judgment that an Advance
is non-recoverable, the Master Servicer shall be under no obligation to make
such Advance. If the Master Servicer determines that an Advance is
non-recoverable, it shall, on or prior to the related Distribution Date, deliver
an Officer's Certificate to the Trustee to such effect.

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         Section 5.05 Compensating Interest Payments.

         The amount of the aggregate Master Servicing Fees payable to the Master
Servicer in respect of any Distribution Date shall be reduced (but not below
zero) by the amount of any Compensating Interest Payment for such Distribution
Date, but only to the extent that Prepayment Interest Shortfalls relating to
such Distribution Date are required to be paid by the Servicers pursuant to the
Purchase and Servicing Agreements, as amended by the Acknowledgements, but not
actually paid by the Servicers. Such amount shall not be treated as an Advance
and shall not be reimbursable to the Master Servicer.

                                   ARTICLE VI

                           CONCERNING THE TRUSTEE AND
                 THE SECURITIES ADMINISTRATOR; EVENTS OF DEFAULT

         Section 6.01 Duties of Trustee and the Securities Administrator.

         (a)      The Trustee, except during the continuance of an Event of
Default, and the Securities Administrator undertakes to perform such duties and
only such duties as are specifically set forth in this Agreement. Any permissive
right of the Trustee or the Securities Administrator provided for in this
Agreement shall not be construed as a duty of the Trustee or the Securities
Administrator. If an Event of Default has occurred and has not otherwise been
cured or waived, the Trustee or the Securities Administrator 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, unless the
Trustee is acting as master servicer, in which case it shall use the same degree
of care and skill as a master servicer hereunder.

         (b)      Each of the Trustee and the Securities Administrator, upon
receipt of all resolutions, certificates, statements, opinions, reports,
documents, orders or other instruments furnished to the Trustee or the
Securities Administrator which are specifically required to be furnished
pursuant to any provision of this Agreement, shall examine them to determine
whether they are in the form required by this Agreement; provided, however, that
neither the Trustee nor the Securities Administrator shall be responsible for
the accuracy or content of any such resolution, certificate, statement, opinion,
report, document, order or other instrument furnished by the Master Servicer or
any Servicer to the Trustee or the Securities Administrator pursuant to this
Agreement, and shall not be required to recalculate or verify any numerical
information furnished to the Trustee or the Securities Administrator pursuant to
this Agreement. Subject to the immediately preceding sentence, if any such
resolution, certificate, statement, opinion, report, document, order or other
instrument is found not to conform to the form required by this Agreement in a
material manner the Securities Administrator shall take such action as it deems
appropriate to cause the instrument to be corrected, and if the instrument is
not corrected to the Securities Administrator 's satisfaction, the Securities
Administrator will provide notice thereof to the Certificateholders and will, at
the expense of the Trust Fund, which expense shall be reasonable given the scope
and nature of the required action, take such further action as directed by the
Certificateholders.

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<PAGE>

         (c)      Neither the Trustee nor the Securities Administrator shall
have any liability arising out of or in connection with this Agreement, except
for its negligence or willful misconduct. Notwithstanding anything in this
Agreement to the contrary, neither the Trustee nor the Securities Administrator
shall be liable for special, indirect or consequential losses or damages of any
kind whatsoever (including, but not limited to, lost profits). No provision of
this Agreement shall be construed to relieve the Trustee or the Securities
Administrator from liability for its own negligent action, its own negligent
failure to act or its own willful misconduct; provided, however, that:

                  (i)      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 Holders of Certificates
         as provided in Section 6.18 hereof;

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

                  (iii)    For all purposes under this Agreement, the Securities
         Administrator shall not be deemed to have notice of any Event of
         Default (other than resulting from a failure by the Master Servicer (i)
         to remit funds (or to make Advances) or (ii) to furnish information to
         the Securities Administrator when required to do so) unless a
         Responsible Officer of the Securities Administrator has actual
         knowledge thereof or unless written notice of any event which is in
         fact such a default is received by the Securities Administrator at the
         address provided in Section 11.07, and such notice references the
         Holders of the Certificates and this Agreement;

                  (iv)     No provision of this Agreement shall require the
         Trustee or the Securities Administrator to expend or risk its own funds
         or otherwise incur any financial liability in the performance of any of
         its duties hereunder, or in the exercise of any of its rights or
         powers, if it shall have reasonable grounds for believing that
         repayment of such funds or adequate indemnity against such risk or
         liability is not reasonably assured to it; and none of the provisions
         contained in this Agreement shall in any event require the Trustee or
         the Securities Administrator to perform, or be responsible for the
         manner of performance of, any of the obligations of the Master Servicer
         under this Agreement;

                  (v)      Neither the Trustee nor the Securities Administrator
         shall be responsible for any act or omission of the Master Servicer,
         the Depositor, either Seller, any Servicer or any Custodian.

         (d)      The Trustee shall have no duty hereunder with respect to any
complaint, claim, demand, notice or other document it may receive or which may
be alleged to have been delivered to or served upon it by the parties as a
consequence of the assignment of any Mortgage Loan hereunder; provided, however,
that the Trustee shall promptly remit to the Master Servicer upon receipt any
such complaint, claim, demand, notice or other document (i) which is delivered
to the Corporate Trust Office of the Trustee, (ii) of which a Responsible
Officer has actual knowledge,

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<PAGE>

and (iii) which contains information sufficient to permit the Trustee to make a
determination that the real property to which such document relates is a
Mortgaged Property.

         (e)      Neither the Trustee nor the Securities Administrator shall be
personally liable with respect to any action taken, suffered or omitted to be
taken by it in good faith in accordance with the direction of the
Certificateholders of any Class holding Certificates which evidence, as to such
Class, Percentage Interests aggregating not less than 25% as to the time, method
and place of conducting any proceeding for any remedy available to the Trustee
or the Securities Administrator or exercising any trust or power conferred upon
the Trustee or the Securities Administrator, as applicable, under this
Agreement.

         (f)      Neither the Trustee nor the Securities Administrator shall be
required to perform services under this Agreement, or to expend or risk its own
funds or otherwise incur financial liability for the performance of any of its
duties hereunder or the exercise of any of its rights or powers if there is
reasonable ground for believing that the timely payment of its fees and expenses
or 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 the Trustee or the Securities
Administrator, as applicable, to perform, or be responsible for the manner of
performance of, any of the obligations of the Master Servicer or any Servicer
under this Agreement or any Purchase and Servicing 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.

         (g)      The Trustee shall not be held liable by reason of any
insufficiency in the Distribution Account resulting from any investment loss on
any Permitted Investment included therein (except to the extent that the Trustee
is the obligor and has defaulted thereon).

         (h)      Except as otherwise provided herein, neither the Trustee nor
the Securities Administrator shall have any duty (A) to see to any recording,
filing, or depositing of this Agreement or any agreement referred to herein or
any financing statement or continuation statement evidencing a security
interest, or to see to the maintenance of any such recording or filing or
depositing or to any rerecording, refiling or redepositing of any thereof, (B)
to see to any insurance, (C) to see to the payment or discharge of any tax,
assessment, or other governmental charge or any lien or encumbrance of any kind
owing with respect to, assessed or levied against, any part of the Trust Fund
other than from funds available in the Distribution Account, or (D) to confirm
or verify the contents of any reports or certificates of the Master Servicer or
any Servicer delivered to the Trustee or the Securities Administrator pursuant
to this Agreement believed by the Trustee or the Securities Administrator, as
applicable, to be genuine and to have been signed or presented by the proper
party or parties.

         (i)      Neither the Securities Administrator nor the Trustee shall be
liable in its individual capacity for an error of judgment made in good faith by
a Responsible Officer or other officers of the Trustee or the Securities
Administrator, as applicable, unless it shall be proved that the Trustee or the
Securities Administrator, as applicable, was negligent in ascertaining the
pertinent facts.

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<PAGE>

         (j)      Notwithstanding anything in this Agreement to the contrary,
neither the Securities Administrator nor the Trustee shall be liable for
special, indirect or consequential losses or damages of any kind whatsoever
(including, but not limited to, lost profits), even if the Trustee or the
Securities Administrator, as applicable, has been advised of the likelihood of
such loss or damage and regardless of the form of action.

         (k)      Neither the Securities Administrator nor the Trustee shall be
responsible for the acts or omissions of the other, it being understood that
this Agreement shall not be construed to render them agents of one another, or
of any Servicer.

         Section 6.02 Certain Matters Affecting the Trustee and the Securities
Administrator.

         Except as otherwise provided in Section 6.01:

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

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

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

                  (iv)     Unless an Event of Default shall have occurred and be
         continuing, neither the Trustee nor the Securities Administrator shall
         be bound to make any investigation into the facts or matters stated in
         any resolution, certificate, statement, instrument, opinion, report,
         notice, request, consent, order, approval, bond or other paper or
         document (provided the same appears regular on its face), unless
         requested in writing to do so by the Holders of at least a majority in
         Class Principal Amount (or Percentage Interest) of each Class of
         Certificates; provided, however, that, if the payment within a
         reasonable time to the Trustee or the Securities Administrator, as
         applicable, of the costs, expenses or liabilities likely to be incurred
         by it in the making of such investigation is, in the opinion of the
         Trustee or the Securities Administrator, as applicable, not reasonably
         assured to the Trustee or the Securities Administrator by the security
         afforded to it by the terms of this Agreement, the Trustee or the
         Securities Administrator, as applicable, may require reasonable
         indemnity against such expense or liability or payment of such
         estimated expenses from the Certificateholders as a condition to
         proceeding. The reasonable expense thereof shall be paid by the party
         requesting such investigation and if

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         not reimbursed by the requesting party shall be reimbursed to the
         Trustee by the Trust Fund;

                  (v)      Each of the Trustee and the Securities Administrator
         may execute any of the trusts or powers hereunder or perform any duties
         hereunder either directly or by or through agents, custodians or
         attorneys, which agents, custodians or attorneys shall have any and all
         of the rights, powers, duties and obligations of the Trustee and the
         Securities Administrator conferred on them by such appointment,
         provided that each of the Trustee and the Securities Administrator
         shall continue to be responsible for its duties and obligations
         hereunder to the extent provided herein, and provided further that
         neither the Trustee nor the Securities Administrator shall be
         responsible for any misconduct or negligence on the part of any such
         agent or attorney appointed with due care by the Trustee or the
         Securities Administrator, as applicable;

                  (vi)     Neither the Trustee nor the Securities Administrator
         shall be under any obligation to exercise any of the trusts or powers
         vested in it by this Agreement or to institute, conduct or defend any
         litigation hereunder or in relation hereto, in each case at the
         request, order or direction of any of the Certificateholders pursuant
         to the provisions of this Agreement, unless such Certificateholders
         shall have offered to the Trustee or the Securities Administrator, as
         applicable, reasonable security or indemnity against the costs,
         expenses and liabilities which may be incurred therein or thereby;

                  (vii)    The right of the Trustee and the Securities
         Administrator to perform any discretionary act enumerated in this
         Agreement shall not be construed as a duty, and neither the Trustee nor
         the Securities Administrator shall be answerable for other than its
         negligence or willful misconduct in the performance of such act; and

                  (viii)   Neither the Trustee nor the Securities Administrator
         shall be required to give any bond or surety in respect of the
         execution of the Trust Fund created hereby or the powers granted
         hereunder.

         Section 6.03 Trustee and Securities Administrator Not Liable for
Certificates.

         The Trustee and the Securities Administrator make no representations as
to the validity or sufficiency of this Agreement or of the Certificates (other
than, in the case of the Securities Administrator, the certificate of
authentication on the Certificates) or of any Mortgage Loan, or related document
save that the Trustee and the Securities Administrator represent that, assuming
due execution and delivery by the other parties hereto, this Agreement has been
duly authorized, executed and delivered by it and constitutes its valid and
binding obligation, enforceable against it in accordance with its terms except
that such enforceability may be subject to (A) applicable bankruptcy and
insolvency laws and other similar laws affecting the enforcement of the rights
of creditors generally, and (B) general principles of equity regardless of
whether such enforcement is considered in a proceeding in equity or at law. The
Trustee and the Securities Administrator shall not be accountable for the use or
application by the Depositor of funds paid to the Depositor in consideration of
the assignment of the Mortgage Loans to the Trust Fund by the Depositor or for
the use or application of any funds deposited into the Distribution Account or
any other fund or account maintained with respect to the Certificates. The
Trustee and the

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Securities Administrator shall not be responsible for the legality or validity
of this Agreement or the validity, priority, perfection or sufficiency of the
security for the Certificates issued or intended to be issued hereunder. Except
as otherwise provided herein, the Trustee and the Securities Administrator shall
have no responsibility for filing any financing or continuation statement in any
public office at any time or to otherwise perfect or maintain the perfection of
any security interest or lien granted to it hereunder or to record this
Agreement.

         Section 6.04 Trustee and the Securities Administrator May Own
Certificates.

         The Trustee and the Securities Administrator and any Affiliate or agent
of either of them in its individual or any other capacity may become the owner
or pledgee of Certificates and may transact banking and trust business with the
other parties hereto and their Affiliates with the same rights it would have if
it were not Trustee, Securities Administrator or such agent.

         Section 6.05 Eligibility Requirements for Trustee.

         The Trustee hereunder shall at all times be (i) an institution insured
by the FDIC, (ii) a corporation or national banking association, 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 not less than $50,000,000 and subject to supervision or
examination by federal or state authority and (iii) not an Affiliate of the
Master Servicer or any Servicer. If such corporation or national banking
association publishes reports of condition at least annually, pursuant to law or
to the requirements of the aforesaid supervising or examining authority, then,
for the purposes of this Section, the combined capital and surplus of such
corporation or national banking association shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published. In case at any time the Trustee shall cease to be eligible in
accordance with provisions of this Section, the Trustee shall resign immediately
in the manner and with the effect specified in Section 6.06.

         Section 6.06 Resignation and Removal of Trustee and the Securities
Administrator.

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

         (b)      If at any time (i) the Trustee shall cease to be eligible in
accordance with the provisions of Section 6.05 and shall fail to resign after
written request therefor by the Depositor, (ii) the Trustee or the Securities
Administrator shall become incapable of acting, or shall be

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adjudged a bankrupt or insolvent, or a receiver of the Trustee or the Securities
Administrator of its property shall be appointed, or any public officer shall
take charge or control of the Trustee or the Securities Administrator or of
either of their property or affairs for the purpose of rehabilitation,
conservation or liquidation, (iii) a tax is imposed or threatened with respect
to the Trust Fund by any state in which the Trustee or the Trust Fund held by
the Trustee is located, or (iv) the continued use of the Trustee or Securities
Administrator would result in a downgrading of the rating by any Rating Agency
of any Class of Certificates with a rating, then the Depositor shall remove the
Trustee or the Securities Administrator, as applicable, and the Depositor shall
appoint a successor trustee or successor securities administrator, as
applicable, acceptable to the Master Servicer by written instrument, one copy of
which instrument shall be delivered to the Trustee or Securities Administrator
so removed, one copy each to the successor trustee or successor securities
Administrator, as applicable, and one copy to the Master Servicer.

         (c)      The Holders of more than 50% of the Class Principal Amount (or
Percentage Interest) of each Class of Certificates may at any time upon 30 days'
written notice to the Trustee or the Securities Administrator, as applicable,
and to the Depositor remove the Trustee or the Securities Administrator, as
applicable, by such written instrument, signed by such Holders or their
attorney-in-fact duly authorized, one copy of which instrument shall be
delivered to the Depositor, one copy to the Trustee or Securities Administrator,
as applicable and one copy to the Master Servicer; the Depositor shall thereupon
appoint a successor trustee or successor securities administrator, as
applicable, in accordance with this Section.

         (d)      Any resignation or removal of the Trustee or the Securities
Administrator, as applicable, and appointment of a successor trustee or
successor securities administrator pursuant to any of the provisions of this
Section shall become effective upon acceptance of appointment by the successor
trustee or the successor securities administrator, as applicable, as provided in
Section 6.07.

         Section 6.07 Successor Trustee and Successor Securities Administrator.

         (a)      Any successor trustee or successor securities administrator
appointed as provided in Section 6.06 shall execute, acknowledge and deliver to
the Depositor and to its predecessor trustee or predecessor securities
administrator, as applicable, an instrument accepting such appointment
hereunder, and thereupon the resignation or removal of the predecessor trustee
or predecessor securities administrator, as applicable, shall become effective
and such successor trustee or successor securities administrator, as applicable,
without any further act, deed or conveyance, shall become fully vested with all
the rights, powers, duties and obligations of its predecessor hereunder, with
like effect as if originally named as trustee or securities administrator, as
applicable, herein. The predecessor trustee or predecessor securities
administrator, as applicable, shall deliver to the successor trustee (or assign
to the Trustee its interest under the Custodial Agreements, to the extent
permitted thereunder) or successor securities administrator, as applicable, all
Trustee Mortgage Files and documents and statements related to each Trustee
Mortgage File held by it hereunder, and shall duly assign, transfer, deliver and
pay over to the successor trustee the entire Trust Fund, together with all
necessary instruments of transfer and assignment or other documents properly
executed necessary to effect such transfer and such of the records or copies
thereof maintained by the predecessor trustee in the administration hereof as
may be requested by the successor trustee and shall thereupon be

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discharged from all duties and responsibilities under this Agreement. In
addition, the Depositor and the predecessor trustee or predecessor securities
administrator, as applicable, shall execute and deliver such other instruments
and do such other things as may reasonably be required to more fully and
certainly vest and confirm in the successor trustee or successor securities
administrator, as applicable, all such rights, powers, duties and obligations.

         (b)      No successor trustee shall accept appointment as provided in
this Section unless at the time of such appointment such successor trustee shall
be eligible under the provisions of Section 6.05.

         (c)      Upon acceptance of appointment by a successor trustee or
successor securities administrator, as applicable, as provided in this Section,
the predecessor trustee or predecessor securities administrator, as applicable,
shall mail notice of the succession of such trustee or securities administrator,
as applicable, hereunder to all Holders of Certificates at their addresses as
shown in the Certificate Register and to any Rating Agency.

         Section 6.08 Merger or Consolidation of Trustee or the Securities
Administrator.

         Any Person into which the Trustee or Securities Administrator may be
merged or with which it may be consolidated, or any Person resulting from any
merger, conversion or consolidation to which the Trustee or Securities
Administrator shall be a party, or any Persons succeeding to the business of the
Trustee or Securities Administrator, shall be the successor to the Trustee or
Securities Administrator 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 that, in the case of the Trustee, such
Person shall be eligible under the provisions of Section 6.05.

         Section 6.09 Appointment of Co-Trustee, Separate Trustee or Custodian.

         (a)      Notwithstanding any other provisions hereof, at any time, the
Trustee, the Depositor or the Certificateholders evidencing more than 50% of the
Class Principal Amount (or Percentage Interest) of every Class of Certificates
shall have the power from time to time to appoint one or more Persons, approved
by the Trustee, to act either as co-trustees jointly with the Trustee, or as
separate trustees, or as custodians, for the purpose of holding title to,
foreclosing or otherwise taking action with respect to any Mortgage Loan outside
the state where the Trustee has its principal place of business where such
separate trustee or co-trustee is necessary or advisable (or the Trustee has
been advised by the Master Servicer that such separate trustee or co-trustee is
necessary or advisable) under the laws of any state in which a property securing
a Mortgage Loan is located or for the purpose of otherwise conforming to any
legal requirement, restriction or condition in any state in which a property
securing a Mortgage Loan is located or in any state in which any portion of the
Trust Fund is located. The separate Trustees, co-trustees, or custodians so
appointed shall be trustees or custodians for the benefit of all the
Certificateholders and shall have such powers, rights and remedies as shall be
specified in the instrument of appointment; provided, however, that no such
appointment shall, or shall be deemed to, constitute the appointee an agent of
the Trustee. The obligation of the Master Servicer to make Advances pursuant to
Section 5.04 hereof shall not be affected or assigned by the appointment of a
co-trustee.

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<PAGE>

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

                  (i)      all powers, duties, obligations and rights conferred
         upon the Trustee in respect of the receipt, custody and payment of
         moneys shall be exercised solely by the Trustee;

                  (ii)     all other 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, co-trustee, or custodian jointly, except to the extent that
         under any law of any jurisdiction in which any particular act or acts
         are to be performed the Trustee shall be incompetent or unqualified to
         perform such act or acts, in which event such rights, powers, duties
         and obligations, including the holding of title to the Trust Fund or
         any portion thereof in any such jurisdiction, shall be exercised and
         performed by such separate trustee, co-trustee, or custodian;

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

                  (iv)     the Trustee may at any time, by an instrument in
         writing executed by it, with the concurrence of the Depositor, accept
         the resignation of or remove any separate trustee, co-trustee or
         custodian, so appointed by it or them, if such resignation or removal
         does not violate the other terms of this Agreement.

         (c)      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, co-trustee or custodian shall refer to this
Agreement and the conditions of this Article VI. Each separate trustee and
co-trustee, upon its acceptance of the trusts conferred, shall be vested with
the estates or property specified in its instrument of appointment, either
jointly with the Trustee or separately, as may be provided therein, subject to
all the provisions of this Agreement, specifically including every provision of
this Agreement relating to the conduct of, affecting the liability of, or
affording protection to, the Trustee. Every such instrument shall be filed with
the Trustee and a copy given to the Master Servicer.

         (d)      Any separate trustee, co-trustee or custodian 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, co-trustee or custodian 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.

         (e)      No separate trustee, co-trustee or custodian hereunder shall
be required to meet the terms of eligibility as a successor trustee under
Section 6.05 hereunder and no notice to the Certificateholders of the
appointment shall be required under Section 6.07 hereof.

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         (f)      The Trustee agrees to instruct the co-trustees, if any, to the
extent necessary to fulfill the Trustee's obligations hereunder.

         (g)      The Trust shall pay the reasonable compensation of the
co-trustees (which compensation shall not reduce any compensation payable to the
Trustee under such Section).

         Section 6.10 Authenticating Agents.

         (a)      The Trustee may appoint one or more Authenticating Agents
which shall be authorized to act on behalf of the Trustee in authenticating
Certificates. The Trustee hereby appoints the Securities Administrator as
initial Authenticating Agent, and the Securities Administrator accepts such
appointment. Wherever reference is made in this Agreement to the authentication
of Certificates by the Trustee or the Trustee's certificate of authentication,
such reference shall be deemed to include authentication on behalf of the
Trustee by an Authenticating Agent and a certificate of authentication executed
on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent
must be a corporation organized and doing business under the laws of the United
States of America or of any state, having a combined capital and surplus of at
least $15,000,000, authorized under such laws to do a trust business and subject
to supervision or examination by federal or state authorities.

         (b)      Any Person into which any Authenticating Agent may be merged
or converted or with which it may be consolidated, or any Person resulting from
any merger, conversion or consolidation to which any Authenticating Agent shall
be a party, or any Person succeeding to the corporate agency business of any
Authenticating Agent, shall continue to be the Authenticating Agent without the
execution or filing of any paper or any further act on the part of the Trustee
or the Authenticating Agent.

         (c)      Any Authenticating Agent may at any time resign by giving at
least 30 days' advance written notice of resignation to the Trustee and the
Depositor. The Trustee may at any time terminate the agency of any
Authenticating Agent by giving written notice of termination to such
Authenticating Agent and the Depositor. Upon receiving a notice of resignation
or upon such a termination, or in case at any time any Authenticating Agent
shall cease to be eligible in accordance with the provisions of this Section
6.10, the Trustee may appoint a successor authenticating agent, shall give
written notice of such appointment to the Depositor and shall mail notice of
such appointment to all Holders of Certificates. Any successor authenticating
agent upon acceptance of its appointment hereunder shall become vested with all
the rights, powers, duties and responsibilities of its predecessor hereunder,
with like effect as if originally named as Authenticating Agent. No successor
authenticating agent shall be appointed unless eligible under the provisions of
this Section 6.10. No Authenticating Agent shall have responsibility or
liability for any action taken by it as such at the direction of the Trustee.

         Section 6.11 Indemnification of the Trustee and the Securities
Administrator.

         The Trustee and the Securities Administrator and their respective
directors, officers, employees and agents shall be entitled to indemnification
from the Depositor and the Trust Fund (provided that the Trust Fund's
indemnification under this Section 6.11 is limited by Section 4.01(d) for any
loss, liability or expense (including, without limitation, reasonable

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attorneys' fees and disbursements (and, in the case of the Trustee, in
connection with the Custodial Agreements, including the reasonable compensation
and the expenses and disbursements of its agents or counsel), incurred without
negligence or willful misconduct on their part, arising out of, or in connection
with, the acceptance or administration of the trusts created hereunder or in
connection with the performance of their duties hereunder including the costs
and expenses of defending themselves against any claim in connection with the
exercise or performance of any of their powers or duties hereunder, provided
that:

                  (i)      with respect to any such claim, the Trustee or the
         Securities Administrator, as applicable, shall have given the Depositor
         written notice thereof promptly after the Trustee, the Securities
         Administrator, as applicable, shall have knowledge thereof;

                  (ii)     while maintaining control over its own defense, the
         Trustee or the Securities Administrator, as applicable, shall cooperate
         and consult fully with the Depositor in preparing such defense; and

                  (iii)    notwithstanding anything to the contrary in this
         Section 6.11, the Trust Fund shall not be liable for settlement of any
         such claim by the Trustee or the Securities Administrator, as
         applicable, entered into without the prior consent of the Depositor,
         which consent shall not be unreasonably withheld.

         The provisions of this Section 6.11 shall survive any termination of
this Agreement and the resignation or removal of the Trustee or the Securities
Administrator, as applicable, and shall be construed to include, but not be
limited to any loss, liability or expense under any environmental law.

         Section 6.12 Fees and Expenses of Securities Administrator and the
Trustee.

         (a)      Compensation for the services of the Securities Administrator
hereunder shall be paid by the Master Servicer. The Securities Administrator
shall be entitled to all disbursements and advancements incurred or made by the
Securities Administrator in accordance with this Agreement (including fees and
expenses of its counsel and all persons not regularly in its employment), except
any such expenses arising from its negligence, bad faith or willful misconduct.

         (b)      As compensation for its services hereunder, the Trustee shall
be entitled to receive a Trustee fee (which shall not be limited by any
provision of law in regard to the compensation of a trustee of an express trust)
which shall be paid by the Master Servicer pursuant to a separate agreement
between the Trustee and the Master Servicer. Any expenses incurred by the
Trustee shall be reimbursed in accordance with Section 6.11.

         Section 6.13 Collection of Monies.

         Except as otherwise expressly provided in this Agreement, the Trustee
may demand payment or delivery of, and shall receive and collect, all money and
other property payable to or receivable by the Trustee pursuant to this
Agreement. The Trustee shall hold all such money and property received by it as
part of the Trust Fund and shall distribute it as provided in this Agreement.

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         Section 6.14 Events of Default; Trustee To Act; Appointment of
Successor.

         (a)      The occurrence of any one or more of the following events
shall constitute an "Event of Default":

                  (i)      Any failure by the Master Servicer to furnish the
         Securities Administrator the Mortgage Loan data sufficient to prepare
         the reports described in Section 4.04 which continues unremedied for a
         period of one Business Day after the date upon which written notice of
         such failure shall have been given to such Master Servicer by the
         Trustee or the Securities Administrator or to such Master Servicer, the
         Securities Administrator and the Trustee by the Holders of not less
         than 25% of the Class Principal Amount of each Class of Certificates
         affected thereby; or

                  (ii)     Any failure on the part of the Master Servicer duly
         to observe or perform in any material respect any other of the
         covenants or agreements (other than those referred to in (viii) and
         (ix) below) on the part of the Master Servicer contained in this
         Agreement which continues unremedied for a period of 30 days after the
         date on which written notice of such failure, requiring the same to be
         remedied, shall have been given to the Master Servicer by the Trustee
         or the Securities Administrator, or to the Master Servicer, the
         Securities Administrator and the Trustee by the Holders of more than
         50% of the Aggregate Voting Interests of the Certificates; or

                  (iii)    A decree or order of a court or agency or supervisory
         authority having jurisdiction for the appointment of a conservator or
         receiver or liquidator in any insolvency, readjustment of debt,
         marshalling of assets and liabilities or similar proceedings, or for
         the winding-up or liquidation of its affairs, shall have been entered
         against the Master Servicer, and such decree or order shall have
         remained in force undischarged or unstayed for a period of 60 days or
         any Rating Agency reduces or withdraws or threatens to reduce or
         withdraw the rating of the Certificates because of the financial
         condition or loan servicing capability of such Master Servicer; or

                  (iv)     The Master Servicer shall consent to the appointment
         of a conservator or receiver or liquidator in any insolvency,
         readjustment of debt, marshalling of assets and liabilities, voluntary
         liquidation 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)     The Master Servicer shall be dissolved, or shall
         dispose of all or substantially all of its assets, or consolidate with
         or merge into another entity or shall permit another entity to
         consolidate or merge into it, such that the resulting entity does not
         meet the criteria for a successor servicer as specified in Section 9.05
         hereof; or

                  (vii)    If a representation or warranty set forth in Section
         9.03 hereof shall prove to be incorrect as of the time made in any
         respect that materially and adversely affects the

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         interests of the Certificateholders, and the circumstance or condition
         in respect of which such representation or warranty was incorrect shall
         not have been eliminated or cured within 30 days after the date on
         which written notice of such incorrect representation or warranty shall
         have been given to the Master Servicer by the Trustee or the Securities
         Administrator, or to the Master Servicer, the Securities Administrator
         and the Trustee by the Holders of more than 50% of the Aggregate Voting
         Interests of the Certificates; or

                  (viii)   A sale or pledge of any of the rights of the Master
         Servicer hereunder or an assignment of this Agreement by the Master
         Servicer or a delegation of the rights or duties of the Master Servicer
         hereunder shall have occurred in any manner not otherwise permitted
         hereunder and without the prior written consent of the Trustee and
         Certificateholders holding more than 50% of the Aggregate Voting
         Interests of the Certificates; or

                  (ix)     After receipt of notice from the Trustee, any failure
         of the Master Servicer to make any Advances required to be made
         hereunder.

         If an Event of Default described in clauses (i) through (ix) of this
Section shall occur, then, in each and every case, subject to applicable law, so
long as any such Event of Default shall not have been remedied within any period
of time prescribed by this Section, the Trustee, by notice in writing to the
Master Servicer may, and shall, if so directed by Certificateholders evidencing
more than 50% of the Class Principal Amount of each Class of Certificates,
terminate all of the rights and obligations of the Master Servicer hereunder and
in and to the Mortgage Loans and the proceeds thereof. On or after the receipt
by the Master Servicer of such written notice, all authority and power of the
Master Servicer, and only in its capacity as Master Servicer under this
Agreement, whether with respect to the Mortgage Loans or otherwise, shall pass
to and be vested in the Trustee; and the Trustee is hereby authorized and
empowered to execute and deliver, on behalf of the defaulting Master Servicer as
attorney-in-fact or otherwise, any and all documents and other instruments, and
to do or accomplish all other acts or things necessary or appropriate to effect
the purposes of such notice of termination, whether to complete the transfer and
endorsement or assignment of the Mortgage Loans and related documents or
otherwise. The defaulting Master Servicer agrees to cooperate with the Trustee
and the Securities Administrator in effecting the termination of the defaulting
Master Servicer's responsibilities and rights hereunder as Master Servicer
including, without limitation, notifying the Servicers of the assignment of the
master servicing function and providing the Trustee or its designee all
documents and records in electronic or other form reasonably requested by it to
enable the Trustee or its designee to assume the defaulting Master Servicer's
functions hereunder and the transfer to the Trustee for administration by it of
all amounts which shall at the time be or should have been deposited by the
defaulting Master Servicer in the Distribution Account and any other account or
fund maintained with respect to the Certificates or thereafter received with
respect to the Mortgage Loans. The Master Servicer being terminated shall bear
all reasonable out-of-pocket costs of a master servicing transfer, including but
not limited to those of the Trustee or Securities Administrator reasonably
allocable to legal fees and expenses, accounting and financial consulting fees
and expenses, and costs of amending the Agreement, if necessary.

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         Notwithstanding the termination of its activities as Master Servicer,
each terminated Master Servicer shall continue to be entitled to reimbursement
under this Agreement to the extent such reimbursement relates to the period
prior to such Master Servicer's termination.

         If any Event of Default shall occur, the Trustee, upon becoming aware
of the occurrence thereof, shall promptly notify the Securities Administrator
and each Rating Agency of the nature and extent of such Event of Default. The
Trustee or the Securities Administrator shall immediately give written notice to
the Master Servicer upon the Master Servicer's failure to make Advances as
required under this Agreement.

         (b)      On and after the time the Master Servicer receives a notice of
termination from the Trustee pursuant to Section 6.14(a) or the Trustee receives
the resignation of the Master Servicer evidenced by an Opinion of Counsel
pursuant to Section 9.06, the Trustee, unless another master servicer shall have
been appointed, shall be the successor in all respects to the Master Servicer in
its capacity as such under this Agreement and the transactions set forth or
provided for herein and shall have all the rights and powers and be subject to
all the responsibilities, duties and liabilities relating thereto and arising
thereafter placed on the Master Servicer hereunder, including the obligation to
make Advances; provided, however, that any failure to perform such duties or
responsibilities caused by the Master Servicer's failure to provide information
required by this Agreement shall not be considered a default by the Trustee
hereunder. In addition, the Trustee shall have no responsibility for any act or
omission of the Master Servicer prior to the issuance of any notice of
termination. The Trustee shall have no liability relating to the representations
and warranties of the Master Servicer set forth in Section 9.03. In the
Trustee's capacity as such successor, the Trustee shall have the same
limitations on liability herein granted to the Master Servicer. As compensation
therefor, the Trustee shall be entitled to receive all compensation payable to
the Master Servicer under this Agreement, including the Master Servicing Fee.

         (c)      Notwithstanding the above, the Trustee may, if it shall be
unwilling to continue to so act, or shall, if it is unable to so act, petition a
court of competent jurisdiction to appoint, or appoint on its own behalf any
established housing and home finance institution servicer, master servicer,
servicing or mortgage servicing institution having a net worth of not less than
$15,000,000 and meeting such other standards for a successor master servicer as
are set forth in this Agreement, as the successor to such Master Servicer in the
assumption of all of the responsibilities, duties or liabilities of a master
servicer, like the Master Servicer. Any entity designated by the Trustee as a
successor master servicer may be an Affiliate of the Trustee; provided, however,
that, unless such Affiliate meets the net worth requirements and other standards
set forth herein for a successor master servicer, the Trustee, in its individual
capacity shall agree, at the time of such designation, to be and remain liable
to the Trust Fund for such Affiliate's actions and omissions in performing its
duties hereunder. In connection with such appointment and assumption, 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 to the
Master Servicer hereunder. The Trustee and such successor shall take such
actions, consistent with this Agreement, as shall be necessary to effectuate any
such succession and may make other arrangements with respect to the servicing to
be conducted hereunder which are not inconsistent herewith. The Master Servicer
shall cooperate with the Trustee and any successor master

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servicer in effecting the termination of the Master Servicer's responsibilities
and rights hereunder including, without limitation, notifying Mortgagors of the
assignment of the master servicing functions and providing the Trustee and
successor master servicer, as applicable, all documents and records in
electronic or other form reasonably requested by it to enable it to assume the
Master Servicer's functions hereunder and the transfer to the Trustee or such
successor master servicer, as applicable, all amounts which shall at the time be
or should have been deposited by the Master Servicer in the Distribution Account
and any other account or fund maintained with respect to the Certificates or
thereafter be received with respect to the Mortgage Loans. Neither the Trustee
nor any other successor master servicer shall be deemed to be in default
hereunder by reason of any failure to make, or any delay in making, any
distribution hereunder or any portion thereof caused by (i) the failure of the
Master Servicer to deliver, or any delay in delivering, cash, documents or
records to it, (ii) the failure of the Master Servicer to cooperate as required
by this Agreement, (iii) the failure of the Master Servicer to deliver the
Mortgage Loan data to the Trustee as required by this Agreement or (iv)
restrictions imposed by any regulatory authority having jurisdiction over the
Master Servicer. No successor master servicer shall be deemed to be in default
hereunder by reason of any failure to make, or any delay in making, any
distribution hereunder or any portion thereof caused by (i) the failure of the
Trustee to deliver, or any delay in delivering cash, documents or records to it
related to such distribution, or (ii) the failure of Trustee to cooperate as
required by this Agreement.

         Section 6.15 Additional Remedies of Trustee Upon Event of Default.

         During the continuance of any Event of Default, so long as such Event
of Default shall not have been remedied, the Trustee, in addition to the rights
specified in Section 6.14, shall have the right, in its own name and as trustee
of the Trust Fund, to take all actions now or hereafter existing at law, in
equity or by statute to enforce its rights and remedies and to protect the
interests, and enforce the rights and remedies, of the Certificateholders
(including the institution and prosecution of all judicial, administrative and
other proceedings and the filings of proofs of claim and debt in connection
therewith). Except as otherwise expressly provided in this Agreement, no remedy
provided for by this Agreement shall be exclusive of any other remedy, and each
and every remedy shall be cumulative and in addition to any other remedy, and no
delay or omission to exercise any right or remedy shall impair any such right or
remedy or shall be deemed to be a waiver of any Event of Default.

         Section 6.16 Waiver of Defaults.

         More than 50% of the Aggregate Voting Interests of the
Certificateholders may waive any default or Event of Default by the Master
Servicer in the performance of its obligations hereunder, except that a default
in the making of any required deposit to the Distribution Account that would
result in a failure of the Trustee or Securities Administrator to make any
required payment of principal of or interest on the Certificates may only be
waived with the consent of 100% of the affected Certificateholders. Upon any
such waiver of a past default, such default shall cease to exist, and any Event
of Default arising therefrom shall be deemed to have been remedied for every
purpose of this Agreement. No such waiver shall extend to any subsequent or
other default or impair any right consequent thereon except to the extent
expressly so waived.

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         Section 6.17 Notification to Holders.

         Upon termination of the Master Servicer or appointment of a successor
to the Master Servicer, in each case as provided herein, the Trustee shall
promptly mail notice thereof by first class mail to the Securities Administrator
and the Certificateholders at their respective addresses appearing on the
Certificate Register. The Trustee shall also, within 45 days after the
occurrence of any Event of Default known to the Trustee, give written notice
thereof to the Securities Administrator and the Certificateholders, unless such
Event of Default shall have been cured or waived prior to the issuance of such
notice and within such 45-day period.

         Section 6.18 Directions by Certificateholders and Duties of Trustee
                      During Event of Default.

         Subject to the provisions of Section 8.01 hereof, during the
continuance of any Event of Default, Holders of Certificates evidencing not less
than 25% of the Class Principal Amount (or Percentage Interest) of each Class of
Certificates affected thereby may direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee, or exercising
any trust or power conferred upon the Trustee, under this Agreement; provided,
however, that the Trustee shall be under no obligation to pursue any such
remedy, or to exercise any of the trusts or powers vested in it by this
Agreement (including, without limitation, (i) the conducting or defending of any
administrative action or litigation hereunder or in relation hereto and (ii) the
terminating of the Master Servicer or any successor master servicer from its
rights and duties as master servicer hereunder) at the request, order or
direction of any of the Certificateholders, unless such Certificateholders shall
have offered to the Trustee reasonable security or indemnity against the cost,
expenses and liabilities which may be incurred therein or thereby; and, provided
further, that, subject to the provisions of Section 8.01, the Trustee shall have
the right to decline to follow any such direction if the Trustee, in accordance
with an Opinion of Counsel, determines that the action or proceeding so directed
may not lawfully be taken or if the Trustee in good faith determines that the
action or proceeding so directed would involve it in personal liability for
which it is not indemnified to its satisfaction or be unjustly prejudicial to
the non-assenting Certificateholders.

         Section 6.19 Action Upon Certain Failures of the Master Servicer and
                      Upon Event of Default.

         In the event that the Trustee shall have actual knowledge of any action
or inaction of the Master Servicer that would become an Event of Default upon
the Master Servicer's failure to remedy the same after notice, the Trustee shall
give notice thereof to the Master Servicer.

         Section 6.20 Preparation of Tax Returns and Other Reports.

         (a)      The Securities Administrator shall prepare or cause to be
prepared on behalf of the Trust Fund, based upon information calculated in
accordance with this Agreement pursuant to instructions given by the Depositor,
and the Securities Administrator shall file federal tax returns, all in
accordance with Article X hereof. If the Trustee notifies the Securities
Administrator in writing that a state tax return or other return is required,
then, at the sole expense of the Trust Fund, the Securities Administrator shall
prepare and file such state income

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tax returns and such other returns as may be required by applicable law relating
to the Trust Fund, and, if required by state law, shall file any other documents
to the extent required by applicable state tax law (to the extent such documents
are in the Securities Administrator's possession). The Securities Administrator
shall forward copies to the Depositor of all such returns and Form 1099
supplemental tax information and such other information within the control of
the Securities Administrator as the Depositor may reasonably request in writing,
and shall forward to each Certificateholder such forms and furnish such
information within the control of the Securities Administrator as are required
by the Code and the REMIC Provisions to be furnished to them, and will prepare
and forward to Certificateholders Form 1099 (supplemental tax information) (or
otherwise furnish information within the control of the Securities
Administrator) to the extent required by applicable law. The Master Servicer
will indemnify the Securities Administrator and the Trustee for any liability of
or assessment against the Securities Administrator or the Trustee, as
applicable, resulting from any error in any of such tax or information returns
directly resulting from errors in the information provided by such Master
Servicer.

         (b)      The Securities Administrator shall prepare and file with the
Internal Revenue Service ("IRS"), on behalf of the Trust Fund and each REMIC
created hereunder, an application for an employer identification number on IRS
Form SS-4 or by any other acceptable method. The Securities Administrator shall
also file a Form 8811 as required. The Securities Administrator, upon receipt
from the IRS of the Notice of Taxpayer Identification Number Assigned, shall
upon request promptly forward a copy of such notice to the Trustee and the
Depositor. The Securities Administrator shall furnish any other information that
is required by the Code and regulations thereunder to be made available to the
Certificateholders. The Master Servicer shall cause the Servicer to provide the
Securities Administrator with such information as is necessary for the
Securities Administrator to prepare such reports.

         (c)      Within 15 days after each Distribution Date, the Securities
Administrator shall, on behalf of the Trust and in accordance with industry
standards, file with the Securities and Exchange Commission (the "Commission")
via the Electronic Data Gathering and Retrieval System (EDGAR), a Form 8-K with
a copy of the report to the Certificateholders for such Distribution Date as an
exhibit thereto. Prior to March 30, 2004 (and, if applicable, prior to March 30
of each year), the Securities Administrator shall, on behalf of the Trust and in
accordance with industry standards, file with the Commission via EDGAR a Form
10-K with respect to the Trust Fund. In addition, the Securities Administrator
will cause its senior officer in charge of securitization to execute the
certification (the "Form 10-K Certification") required pursuant to Rule 13a-14
under the Securities Exchange Act of 1934, as amended, and to file the same with
the Commission prior to March 30, 2004 (and, if applicable, prior to March 30 of
each year). To the extent any information or exhibits required to be included in
the Form 10-K are not timely received by the Securities Administrator prior to
March 30, the Securities Administrator shall, on behalf of the Trust, file one
or more amended Form 10-Ks to include such missing information or exhibits
promptly after receipt thereof by the Securities Administrator. Promptly
following the first date legally permissible under applicable regulations and
interpretations of the Commission, the Securities Administrator shall, on behalf
of the Trust and in accordance with industry standards, file with the Commission
via EDGAR a Form 15 Suspension Notification with respect to the Trust Fund, if
applicable. Each of the Master Servicer and the Trustee agree to furnish to the
Securities Administrator promptly, from time to time upon request, such further

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information, reports and financial statements within its control related to this
Agreement and the Mortgage Loans as the Securities Administrator reasonably
deems appropriate to prepare and file all necessary reports with the Commission.
The Securities Administrator shall have no responsibility to file any items with
the Commission other than those specified in this section.

                                   ARTICLE VII

                         PURCHASE OF MORTGAGE LOANS AND
                          TERMINATION OF THE TRUST FUND

         Section 7.01 Purchase of Mortgage Loans; Termination of Trust Fund Upon
                      Purchase or Liquidation of All Mortgage Loans.

         (a)      The respective obligations and responsibilities of the
Trustee, the Securities Administrator and the Master Servicer created hereby
(other than the obligation of the Securities Administrator to make payments to
the Certificateholders as set forth in Section 7.02), shall terminate on the
earliest of (i) the final payment or other liquidation of the last Mortgage Loan
remaining in the Trust Fund and the disposition of all REO Property, (ii) the
sale of the property relating to both Aggregate Pool I and Aggregate Pool II
held by the Trust Fund in accordance with Section 7.01(c) and (iii) the Latest
Possible Maturity Date; provided, however, that in no event shall the Trust Fund
created hereby continue beyond the expiration of 21 years from the death of the
last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of
the United States to the Court of St. James's, living on the date hereof. Any
termination of the Trust Fund shall be carried out in such a manner so that the
termination of each REMIC included therein shall qualify as a "qualified
liquidation" under the REMIC Provisions.

         (b)      [Reserved].

         (c)      On any Distribution Date occurring on or after the Pool I
Initial Optional Purchase Date, the Depositor has the option to cause the Trust
Fund to adopt a plan of complete liquidation pursuant to Sections 7.02 and 7.03
hereof to sell all of its property related to Aggregate Pool I. If the Depositor
elects to exercise such option, it shall no later than 30 days prior to the
Distribution Date selected for purchase of the related assets of the Trust Fund
(the "Purchase Date") deliver written notice to the Trustee and the Securities
Administrator and either (a) deposit in the Distribution Account the related
Redemption Price or (b) state in such notice that the related Redemption Price
shall be deposited in the Distribution Account not later than 10:00 a.m., New
York City time, on the applicable Purchase Date. Upon exercise of such option,
the property of the Trust Fund related to Aggregate Pool I shall be sold to the
Depositor at a price equal to the related Redemption Price.

                  On any Distribution Date occurring on or after the Pool II
Initial Optional Purchase Date, Sunset has the option to cause the Trust Fund to
adopt a plan of complete liquidation pursuant to Sections 7.02 and 7.03 hereof
to sell all of its property related to Aggregate Pool II. If Sunset elects to
exercise such option, it shall no later than 30 days prior to the Distribution
Date selected for purchase of the related assets of the Trust Fund (the
"Purchase Date") deliver written notice to the Trustee and the Securities
Administrator and either (a) deposit in the Distribution Account the related
Redemption Price or (b) state in such notice

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that the related Redemption Price shall be deposited in the Distribution Account
not later than 10:00 a.m., New York City time, on the applicable Purchase Date.
Upon exercise of such option, the property of the Trust Fund related to
Aggregate Pool II shall be sold to the Depositor at a price equal to the related
Redemption Price.

         (d)      The Depositor, the Master Servicer, each Servicer, the
Securities Administrator, the Trustee and the Custodian shall be reimbursed from
the related Redemption Price for any Advances, Servicer Advances, accrued and
unpaid Servicing Fees and Master Servicing Fees or other amounts with respect to
the Mortgage Loans in the applicable Aggregate Pool that are reimbursable to
such parties under this Agreement, the related Purchase and Servicing Agreement
or the related Custodial Agreement.

         Section 7.02 Procedure Upon Redemption Termination of Trust Fund.

         (a)      Notice of any redemption termination pursuant to the
provisions of Section 7.01, specifying the Distribution Date upon which the
final distribution shall be made or the Redemption Date of the applicable
Certificates, shall be given promptly by the Trustee by first class mail to the
related Certificateholders mailed in the case of a redemption of any
Certificates, no later than (i) the first day of the month in which the
Distribution Date selected for redemption of such Certificates shall occur or
(ii) upon (x) the sale of all of the related property of the Trust Fund by the
Trustee or in the case of a sale of assets of the Trust Fund, or (y) upon the
final payment or other liquidation of the last Mortgage Loan or REO Property in
the Trust Fund. Such notice shall specify (A) the related Redemption Date,
Distribution Date upon which final distribution on the applicable Certificates
of all amounts required to be distributed to the related Certificateholders
pursuant to Section 5.02 will be made upon presentation and surrender of the
Certificates at the Certificate Registrar's Corporate Trust Office, and (B) that
the Record Date otherwise applicable to such Distribution Date is not
applicable, distribution being made only upon presentation and surrender of such
Certificates at the office or agency of the Trustee therein specified. The
Trustee shall give such notice to the Securities Administrator, the Master
Servicer and the Certificate Registrar at the time such notice is given to
Holders of such Certificates. Upon the final payment or other liquidation of the
last Mortgage Loan or REO Property in the Trust Fund, the duties of the
Certificate Registrar with respect to the Certificates shall terminate and the
Trustee shall terminate or request the Securities Administrator to terminate,
the Distribution Account and any other account or fund maintained with respect
to the Certificates, subject to the Securities Administrator's obligation
hereunder to hold all amounts payable to Certificateholders in trust without
interest pending such payment.

         (b)      In the event that any of the affected Holders do not surrender
their Certificates for cancellation within three months after the time specified
in the above-mentioned written notice, the Trustee shall give a second written
notice to the remaining Certificateholders to surrender their Certificates for
cancellation and receive the final distribution with respect thereto. If within
one year after the second notice any applicable Certificates shall not have been
surrendered for cancellation, the Trustee may take appropriate steps to contact
the remaining Certificateholders concerning surrender of such Certificates, and
the cost thereof shall be paid out of the amounts distributable to such Holders.
If within two years after the second notice any Certificates shall not have been
surrendered for cancellation, the Securities Administrator shall deliver any
remaining funds being held by it to the Depositor and the Depositor shall,
subject to applicable

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state law relating to escheatment, hold all amounts distributable to such
Holders for the benefit of such Holders. No interest shall accrue on any amount
held by the Trustee and not distributed to a Certificateholder due to such
Certificateholder's failure to surrender its Certificate(s) for payment of the
final distribution thereon in accordance with this Section.

         (c)      Any reasonable expenses incurred by the Trustee in connection
with any redemption or termination or liquidation of the Trust Fund or a portion
thereof shall be reimbursed from proceeds received from such liquidation of the
Trust Fund.

         Section 7.03 Additional Trust Fund Termination Requirements.

         (a)      On the termination of the Trust Fund under Section 7.01 (a),
or on the exercise of a right to purchase all of the Mortgage Loans of an
Aggregate Pool under Section 7.01(c), the Trustee shall comply with requirements
of this Section 7.03 with respect to each Lower Tier REMIC relating to the
assets to be sold (the "Affected REMIC") and with respect to the Certificates
corresponding to the Affected REMIC (the "Corresponding Certificates"), unless
the party having the right to purchase the assets of the Affected REMIC (the
"Purchaser") delivers to the Trustee, an Opinion of Counsel (at the expense of
the Purchaser), addressed to the Trustee to the effect that the failure of the
Trustee to comply with the requirements of this Section 7.03 will not result in
an Adverse REMIC Event:

                  (i)      Within 89 days prior to the time of the making the
         final payment on the Corresponding Certificates, (and upon notification
         by the Purchaser in the case of a purchase under Section 7.01(c)) the
         Trustee shall adopt on behalf of the Affected REMIC, a plan of complete
         liquidation, meeting the requirements of a qualified liquidation under
         the REMIC Provisions;

                  (ii)     Any sale of the assets of the Affected REMIC shall be
         for cash and shall occur at or after the time the plan of complete
         liquidation is adopted and prior to the time the final payments on the
         Corresponding Certificates are made;

                  (iii)    On the date specified for final payment of the
         Corresponding Certificates, the Securities Administrator shall make
         final distributions of principal and interest on the Corresponding
         Certificates in accordance with Section 5.02 and, after payment of, or
         provision for any outstanding expenses, distribute or credit, or cause
         to be distributed or credited, to the Holders of the Residual
         Certificates all cash on hand after such final payment (other than cash
         retained to meet claims), and the portion of the Trust Fund (and the
         Affected REMIC) shall terminate at that time; and

                  (iv)     In no event may the final payment on the
         Corresponding Certificates or the final distribution or credit to the
         Holders of the Residual Certificates be made after the 89th day from
         the date on which the plan of complete liquidation is adopted.

         (b)      By its acceptance of a Residual Certificate, each Holder
thereof hereby agrees to accept the plan (or plans) of complete liquidation
adopted by the Trustee under this Section and to take such other action in
connection therewith as may be reasonably requested by the Trustee, the
Securities Administrator or any Servicer.

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                                  ARTICLE VIII

                          RIGHTS OF CERTIFICATEHOLDERS

         Section 8.01 Limitation on Rights of Holders.

         (a)      The death or incapacity of any Certificateholder shall not
operate to terminate this Agreement or this Trust Fund, nor entitle such
Certificateholder's legal representatives or heirs to claim an accounting or
take any action or proceeding in any court for a partition or winding up of this
Trust Fund, nor otherwise affect the rights, obligations and liabilities of the
parties hereto or any of them. Except as otherwise expressly provided herein, no
Certificateholder, solely by virtue of its status as a Certificateholder, shall
have any right to vote or in any manner otherwise control the Master Servicer or
the operation and management of the Trust Fund, or the obligations of the
parties hereto, nor shall anything herein set forth, or contained in the terms
of the Certificates, be construed so as to constitute the Certificateholders
from time to time as partners or members of an association, nor shall any
Certificateholder be under any liability to any third person by reason of any
action taken by the parties to this Agreement pursuant to any provision hereof.

         (b)      No Certificateholder, solely by virtue of its status as
Certificateholder, shall have any right by virtue or by availing of any
provision of this Agreement to institute any suit, action or proceeding in
equity or at law upon or under or with respect to this Agreement, unless such
Holder previously shall have given to the Trustee a written notice of an Event
of Default and of the continuance thereof, as hereinbefore provided, and unless
also the Holders of Certificates evidencing not less than 25% of the Class
Principal Amount (or Percentage Interest) of Certificates of each Class affected
thereby shall have made written request upon the Trustee to institute such
action, suit or proceeding in its own name as Trustee hereunder and shall have
offered to the Trustee such reasonable indemnity as it may require against the
cost, expenses and liabilities to be incurred therein or thereby, and the
Trustee, for sixty 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 and no direction inconsistent with such written request has been
given such Trustee during such sixty-day period by such Certificateholders; it
being understood and intended, and being expressly covenanted by each
Certificateholder with every other Certificateholder, the Securities
Administrator and the Trustee, that no one or more Holders of Certificates shall
have any right in any manner whatever by virtue or by availing of any provision
of this Agreement to affect, disturb or prejudice the rights of the Holders of
any other of such Certificates, or to obtain or seek to obtain priority over or
preference to any other such Holder, or to enforce any right under this
Agreement, except in the manner herein provided and for the benefit of all
Certificateholders. For the protection and enforcement of the provisions of this
Section, each and every Certificateholder and the Trustee shall be entitled to
such relief as can be given either at law or in equity.

         Section 8.02 Access to List of Holders.

         (a)      If the Trustee is not acting as Certificate Registrar, the
Certificate Registrar will furnish or cause to be furnished to the Trustee,
within fifteen days after receipt by the Certificate Registrar of a request by
the Trustee in writing, a list, in such form as the Trustee may

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reasonably require, of the names and addresses of the Certificateholders of each
Class as of the most recent Record Date.

         (b)      If three or more Holders or Certificate Owners (hereinafter
referred to as "Applicants") apply in writing to the Trustee, and such
application states that the Applicants desire to communicate with other Holders
with respect to their rights under this Agreement or under the Certificates and
is accompanied by a copy of the communication which such Applicants propose to
transmit, then the Trustee shall, within five Business Days after the receipt of
such application, afford such Applicants reasonable access during the normal
business hours of the Trustee to the most recent list of Certificateholders held
by the Trustee or shall, as an alternative, send, at the Applicants' expense,
the written communication proffered by the Applicants to all Certificateholders
at their addresses as they appear in the Certificate Register.

         (c)      Every Holder or Certificate Owner, if the Holder is a Clearing
Agency, by receiving and holding a Certificate, agrees with the Depositor, the
Master Servicer, the Securities Administrator, the Certificate Registrar and the
Trustee that neither the Depositor, the Master Servicer, the Securities
Administrator, the Certificate Registrar nor the Trustee shall be held
accountable by reason of the disclosure of any such information as to the names
and addresses of the Certificateholders hereunder, regardless of the source from
which such information was derived.

         Section 8.03 Acts of Holders of Certificates.

         (a)      Any request, demand, authorization, direction, notice,
consent, waiver or other action provided by this Agreement to be given or taken
by Holders or Certificate Owners, if the Holder is a Clearing Agency, may be
embodied in and evidenced by one or more instruments of substantially similar
tenor signed by such Holders in person or by agent duly appointed in writing;
and, except as herein otherwise expressly provided, such action shall become
effective when such instrument or instruments are delivered to the Trustee and
the Securities Administrator and, where expressly required herein, to the Master
Servicer. Such instrument or instruments (as the action embodies therein and
evidenced thereby) are herein sometimes referred to as an "Act" of the Holders
signing such instrument or instruments. Proof of execution of any such
instrument or of a writing appointing any such agents shall be sufficient for
any purpose of this Agreement and conclusive in favor of the Trustee, the
Securities Administrator and the Master Servicer, if made in the manner provided
in this Section. Each of the Trustee, the Securities Administrator and the
Master Servicer shall promptly notify the others of receipt of any such
instrument by it, and shall promptly forward a copy of such instrument to the
others.

         (b)      The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such
execution or by the certificate of any notary public or other officer authorized
by law to take acknowledgments or deeds, certifying that the individual signing
such instrument or writing acknowledged to him the execution thereof. Whenever
such execution is by an officer of a corporation or a member of a partnership on
behalf of such corporation or partnership, such certificate or affidavit shall
also constitute sufficient proof of his authority. The fact and date of the
execution of any such instrument or

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writing, or the authority of the individual executing the same, may also be
proved in any other manner which the Trustee deems sufficient.

         (c)      The ownership of Certificates (whether or not such
Certificates shall be overdue and notwithstanding any notation of ownership or
other writing thereon made by anyone other than the Trustee) shall be proved by
the Certificate Register, and neither the Trustee, the Securities Administrator,
the Master Servicer, nor the Depositor shall be affected by any notice to the
contrary.

         (d)      Any request, demand, authorization, direction, notice,
consent, waiver or other action by the Holder of any Certificate shall bind
every future Holder of the same Certificate and the Holder of every Certificate
issued upon the registration of transfer thereof or in exchange therefor or in
lieu thereof, in respect of anything done, omitted or suffered to be done by the
Trustee or the Master Servicer in reliance thereon, whether or not notation of
such action is made upon such Certificate.

                                   ARTICLE IX

                 ADMINISTRATION AND SERVICING OF MORTGAGE LOANS
                             BY THE MASTER SERVICER

         Section 9.01 Duties of the Master Servicer; Enforcement of Servicers'
                      and Master Servicer's Obligations.

         (a)      The Master Servicer, on behalf of the Trustee, the Depositor
and the Certificateholders shall monitor the performance of the Servicers under
the Purchase and Servicing Agreements, and shall use its reasonable good faith
efforts to cause the Servicers duly and punctually to perform all of their
respective duties and obligations thereunder. Upon the occurrence of a default
of which an Authorized Officer of the Master Servicer has actual knowledge under
a Purchase and Servicing Agreement, the Master Servicer shall promptly notify
the Trustee thereof, and shall specify in such notice the action, if any, the
Master Servicer is taking in respect of such default. So long as any such
default shall be continuing, the Master Servicer may, and shall if it determines
such action to be in the best interests of Certificateholders, (i) terminate all
of the rights and powers of such Servicer pursuant to the applicable provisions
of the related Purchase and Servicing Agreement; (ii) exercise any rights it may
have to enforce the related Purchase and Servicing Agreement against such
Servicer; and/or (iii) waive any such default under the related Purchase and
Servicing Agreement or take any other action with respect to such default as is
permitted thereunder. Notwithstanding any provision of this Agreement or any
Purchase and Servicing Agreement to the contrary, the Master Servicer shall have
no duty or obligation to supervise, monitor or oversee the activities of, or to
enforce the obligations of, a Servicer under its Purchase and Servicing
Agreement with respect to any Additional Collateral or any Limited Purpose
Surety Bond relating thereto, including, without limitation, the collection of
any amounts owing to the Trust Fund in respect thereof (unless and until the
Master Servicer shall have assumed the obligations of such Servicer as successor
servicer under the related Purchase and Servicing Agreement pursuant to this
Section 9.01, in which case, as successor servicer, it shall be bound to serve
and administer the

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Additional Collateral and any related Limited Purpose Surety Bond in accordance
with the provisions of the such Purchase and Servicing Agreement).

         (b)      Upon any termination by the Master Servicer of a Servicer's
rights and powers pursuant to its Purchase and Servicing Agreement, the rights
and powers of such Servicer with respect to the related Mortgage Loans shall
vest in the Master Servicer and the Master Servicer shall be the successor in
all respects to such Servicer in its capacity as Servicer with respect to such
Mortgage Loans under the related Purchase and Servicing Agreement, unless or
until the Master Servicer shall have appointed, with the consent of the Trustee
and the Rating Agencies, such consent not to be unreasonably withheld, and in
accordance with the applicable provisions of the related Purchase and Servicing
Agreement, a new Fannie Mae- or FHLMC-approved Person to serve as successor to
the Servicer; provided, however, that it is understood and agreed by the parties
hereto that there will be a period of transition (not to exceed 90 days) before
the actual servicing functions can be fully transferred to a successor servicer
(including the Master Servicer). With such consent, the Master Servicer may
elect to continue to serve as successor servicer under the Purchase and
Servicing Agreement. Upon appointment of a successor servicer, as authorized
under this Section 9.01(b), unless the successor servicer shall have assumed the
obligations of the terminated Servicer under such Purchase and Servicing
Agreement, the Trustee and such successor servicer shall enter into a servicing
agreement in a form substantially similar to the affected Purchase and Servicing
Agreement. In connection with any such appointment, the Master Servicer may make
such arrangements for the compensation of such successor servicer as it and such
successor servicer shall agree, but in no event shall such compensation of any
successor servicer (including the Master Servicer) be in excess of that payable
to the Servicer under the affected Purchase and Servicing Agreement.

         The Master Servicer shall pay the costs of such enforcement (including
the termination of a Servicer, the appointment of a successor servicer or the
transfer and assumption of the servicing by the Master Servicer) at its own
expense and shall be reimbursed therefor initially (i) by the terminated
Servicer, (ii) from a general recovery resulting from such enforcement only to
the extent, if any, that such recovery exceeds all amounts due in respect of the
related Mortgage Loans, (iii) from a specific recovery of costs, expenses or
attorney's fees against the party against whom such enforcement is directed, or
(iv) to the extent that such amounts described in (i)-(iii) above are
insufficient to reimburse the Master Servicer for such costs of enforcement,
from the Trust Fund, as provided in Section 9.04.

         If the Master Servicer assumes the servicing with respect to any of the
Mortgage Loans, it will not assume liability for the representations and
warranties of any Servicer it replaces or for the errors or omissions of such
Servicer.

         (c)      Upon any termination of a Servicer's rights and powers
pursuant to its Purchase and Servicing Agreement, the Master Servicer shall
promptly notify the Trustee and the Rating Agencies, specifying in such notice
that the Master Servicer or any successor servicer, as the case may be, has
succeeded such Servicer under the related Purchase and Servicing Agreement,
which notice shall also specify the name and address of any such successor
servicer.

         (d)      Neither the Depositor nor the Trustee shall consent to the
assignment by any Servicer of such Servicer's rights and obligations under the
related Purchase and Servicing

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Agreement without the prior written consent of the Master Servicer, which
consent shall not be unreasonably withheld.

         Section 9.02 Assumption of Master Servicing by Trustee.

         (a)      In the event the Master Servicer shall for any reason no
longer be the Master Servicer (including by reason of any Event of Default under
this Agreement), the Trustee shall thereupon assume all of the rights and
obligations of such Master Servicer hereunder and under each Purchase and
Servicing Agreement entered into with respect to the Mortgage Loans or shall
appoint a Fannie-Mae or FHLMC-approved server as successor with servicer
acceptable to the Depositor and the Rating Agencies. The Trustee, its designee
or any successor master servicer appointed by the Trustee shall be deemed to
have assumed all of the Master Servicer's interest herein and therein to the
same extent as if such Purchase and Servicing Agreement had been assigned to the
assuming party, except that the Master Servicer shall not thereby be relieved of
any liability or obligations of the Master Servicer under such Purchase and
Servicing Agreement accruing prior to its replacement as Master Servicer, and
shall be liable to the Trustee, and hereby agrees to indemnify and hold harmless
the Trustee from and against all costs, damages, expenses and liabilities
(including reasonable attorneys' fees) incurred by the Trustee as a result of
such liability or obligations of the Master Servicer and in connection with the
Trustee's assumption (but not its performance, except to the extent that costs
or liability of the Trustee are created or increased as a result of negligent or
wrongful acts or omissions of the Master Servicer prior to its replacement as
Master Servicer) of the Master Servicer's obligations, duties or
responsibilities thereunder.

         (b)      The Master Servicer that has been terminated shall, upon
request of the Trustee but at the expense of such Master Servicer, deliver to
the assuming party all documents and records relating to each Purchase and
Servicing Agreement, this Agreement and the related Mortgage Loans and an
accounting of amounts collected and held by it and otherwise use its best
efforts to effect the orderly and efficient transfer of each Purchase and
Servicing Agreement and this Agreement to the assuming party.

         Section 9.03 Representations and Warranties of the Master Servicer.

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

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

                  (ii)     the execution and delivery of this Agreement by the
         Master Servicer and its performance and compliance with the terms of
         this Agreement will not (A) violate the Master Servicer's charter or
         bylaws, (B) violate any law or regulation or any

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         administrative decree or order to which it is subject or (C) constitute
         a default (or an event which, with notice or lapse of time, or both,
         would constitute a default) under, or result in the breach of, any
         material contract, agreement or other instrument to which the Master
         Servicer is a party or by which it is bound or to which any of its
         assets are subject, which violation, default or breach would materially
         and adversely affect the Master Servicer's ability to perform its
         obligations under this Agreement;

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

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

                  (v)      the Master Servicer is not a party to or bound by any
         agreement or instrument or subject to any charter provision, bylaw or
         any other corporate restriction or any judgment, order, writ,
         injunction, decree, law or regulation that may materially and adversely
         affect its ability as Master Servicer to perform its obligations under
         this Agreement or that requires the consent of any third person to the
         execution of this Agreement or the performance by the Master Servicer
         of its obligations under this Agreement;

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

                  (vii)    the Master Servicer, or an affiliate thereof the
         primary business of which is the servicing of conventional residential
         mortgage loans, is a Fannie Mae- or FHLMC-approved seller/servicer;

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

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

         (b)      It is understood and agreed that the representations and
warranties set forth in this Section shall survive the execution and delivery of
this Agreement. The Master Servicer shall indemnify the Depositor, the
Securities Administrator and the Trustee and hold them harmless

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against any loss, damages, penalties, fines, forfeitures, legal fees and related
costs, judgments, and other costs and expenses resulting from any claim, demand,
defense or assertion based on or grounded upon, or resulting from, a material
breach of the Master Servicer's representations and warranties contained in
Section 9.03(a). It is understood and agreed that the enforcement of the
obligation of the Master Servicer set forth in this Section to indemnify the
Depositor, the Securities Administrator and the Trustee as provided in this
Section constitutes the sole remedy (other than as set forth in Section 6.14) of
the Depositor, the Securities Administrator and the Trustee, respecting a breach
of the foregoing representations and warranties. Such indemnification shall
survive any termination of the Master Servicer as Master Servicer hereunder, and
any termination of this Agreement.

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

         Section 9.04 Compensation to the Master Servicer.

         The Master Servicer shall be entitled to be paid by the Trust Fund, and
either retain or withdraw from the Distribution Account, (i) its Master
Servicing Fee with respect to each Distribution Date, (ii) amounts necessary to
reimburse itself for any previously unreimbursed Advances, Servicer Advances and
Nonrecoverable Advances in accordance with the definition of "Available
Distribution Amount" and (iii) amounts representing assumption fees, late
payment charges or other ancillary income not included in the definition of
"Available Distribution Amount" and which are not required to be remitted by the
Servicers to the Securities Administrator or deposited by the Securities
Administrator into the Distribution Account. The Master Servicer shall be
required to pay all expenses incurred by it in connection with its activities
hereunder and shall not be entitled to reimbursement therefor except as provided
in this Agreement.

         In addition, the Master Servicer shall be entitled to reimbursement
from the Distribution Account for all reasonable expenses, disbursements and
advances incurred or made by the Master Servicer in connection with the
performance of its duties hereunder and under the Purchase and Servicing
Agreements, as modified by the Acknowledgements (including the reasonable
compensation and the expenses and disbursements of its agents and counsel), to
the extent not otherwise reimbursed pursuant to this Agreement, except any such
expense, disbursement or advance as may be attributable to its willful
misfeasance, bad faith or negligence.

         Section 9.05 Merger or Consolidation.

         Any Person into which the Master Servicer may be merged or
consolidated, or any Person resulting from any merger, conversion, other change
in form or consolidation to which the Master Servicer shall be a party, or any
Person succeeding to the business of the Master Servicer, shall be the successor
to the Master Servicer hereunder, without the execution or filing of any paper
or any further act on the part of any of the parties hereto, anything herein to
the contrary notwithstanding; provided, however, that the successor or resulting
Person to the Master

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Servicer shall be a Person that shall be qualified and approved to service
mortgage loans for Fannie Mae or FHLMC and shall have a net worth of not less
than $15,000,000.

         Section 9.06 Resignation of Master Servicer.

         Except as otherwise provided in Sections 9.05 and 9.07 hereof, the
Master Servicer shall not resign from the obligations and duties hereby imposed
on it unless the Master Servicer's duties hereunder are no longer permissible
under applicable law or are in material conflict by reason of applicable law
with any other activities carried on by it and cannot be cured. Any such
determination permitting the resignation of the Master Servicer shall be
evidenced by an Opinion of Counsel that shall be Independent to such effect
delivered to the Trustee. No such resignation shall become effective until the
Trustee shall have assumed, or a successor master servicer shall have been
appointed by the Trustee and until such successor shall have assumed, the Master
Servicer's responsibilities and obligations under this Agreement. Notice of such
resignation shall be given promptly by the Master Servicer and the Depositor to
the Trustee.

         If, at any time, the Master Servicer resigns under this Section 9.06,
or transfers or assigns its rights and obligations under Section 9.07, or is
removed as Master Servicer pursuant to Section 6.14, then at such time as Wells
Fargo Bank, N.A. also shall resign (and shall be entitled to resign) as
Securities Administrator, Paying Agent, Authenticating Agent and Certificate
Registrar under this Agreement. In such event, the obligations of each such
party shall be assumed by the Trustee or such successor master servicer
appointed by the Trustee (subject to the provisions of Section 9.02(a)).

         Section 9.07 Assignment or Delegation of Duties by the Master Servicer.

         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, or delegate to or subcontract with, or authorize or appoint any
other Person to perform any of the duties, covenants or obligations to be
performed by the Master Servicer hereunder; provided, however, that the Master
Servicer shall have the right with the prior written consent of the Trustee and
the Depositor (which consent shall not be unreasonably withheld), and upon
delivery to the Trustee and the Depositor of a letter from each Rating Agency to
the effect that such action shall not result in a downgrading of the
Certificates, to delegate or assign to or subcontract with or authorize or
appoint any qualified Person to perform and carry out any duties, covenants or
obligations to be performed and carried out by the Master Servicer hereunder.
Notice of such permitted assignment shall be given promptly by the Master
Servicer to the Depositor and the Trustee. If, pursuant to any provision hereof,
the duties of the Master Servicer are transferred to a successor master
servicer, the entire amount of the Master Servicing Fees and other compensation
payable to the Master Servicer pursuant hereto shall thereafter be payable to
such successor master servicer. Such successor Master Servicer shall also pay
the fees of the Trustee and the Securities Administrator, as provided herein.

         Section 9.08 Limitation on Liability of the Master Servicer and Others.

         Neither the Master Servicer nor any of the directors, officers,
employees or agents of the Master Servicer shall be under any liability to the
Trustee or the Certificateholders for any action

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taken or for refraining from the taking of any action in good faith pursuant to
this Agreement, or for errors in judgment; provided, however, that this
provision shall not protect the Master Servicer or any such person against any
liability that would otherwise be imposed by reason of willful misfeasance, bad
faith or negligence in its performance of its duties or by reason of reckless
disregard for its obligations and duties under this Agreement. The Master
Servicer and any director, officer, employee or agent of the Master Servicer may
rely in good faith on any document of any kind prima facie properly executed and
submitted by any Person respecting any matters arising hereunder. The Master
Servicer shall be under no obligation to appear in, prosecute or defend any
legal action that is not incidental to its duties to master service the Mortgage
Loans in accordance with this Agreement and that in its opinion may involve it
in any expenses or liability; provided, however, that the Master Servicer may in
its sole discretion undertake any such action that it may deem necessary or
desirable in respect to this Agreement and the rights and duties of the parties
hereto and the interests of the Certificateholders hereunder. In such event, the
legal expenses and costs of such action and any liability resulting therefrom
shall be expenses, costs and liabilities of the Trust Fund and the Master
Servicer shall be entitled to be reimbursed therefor out of the Distribution
Account.

         The Master Servicer shall not be liable for any acts or omissions of
the Servicers except to the extent that damages or expenses are incurred as a
result of such act or omissions and such damages and expenses would not have
been incurred but for the negligence, willful misfeasance, bad faith or
recklessness of the Master Servicer in supervising, monitoring and overseeing
the obligations of the Servicers in this Agreement and the Purchase and
Servicing Agreements.

         Section 9.09 Indemnification; Third-Party Claims.

         The Master Servicer agrees to indemnify the Depositor, the Securities
Administrator and the Trustee, and hold them harmless against any and all
claims, losses, penalties, fines, forfeitures, legal fees and related costs,
judgments, and any other costs, liability, fees and expenses that the Depositor,
the Securities Administrator or the Trustee may sustain as a result of the
Master Servicer's willful misfeasance, bad faith or negligence in the
performance of its duties hereunder or by reason of its reckless disregard for
its obligations and duties under this Agreement and the Purchase and Servicing
Agreements. The Depositor, the Securities Administrator and the Trustee shall
immediately notify the Master Servicer if a claim is made by a third party with
respect to this Agreement or the Mortgage Loans entitling the Depositor, the
Securities Administrator or the Trustee to indemnification under this Section
9.09, whereupon the Master Servicer shall assume the defense of any such claim
and pay all expenses in connection therewith, including counsel fees, and
promptly pay, discharge and satisfy any judgment or decree which may be entered
against it or them in respect of such claim.

                                    ARTICLE X

                              REMIC ADMINISTRATION

         Section 10.01 REMIC Administration.

         (a)      REMIC elections as set forth in the Preliminary Statement
shall be made on Forms 1066 or other appropriate federal tax or information
return for the taxable year ending on

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the last day of the calendar year in which the Certificates are issued. The
regular interests and residual interest in each REMIC shall be as designated in
the Preliminary Statement.

         (b)      The Closing Date is hereby designated as the "Startup Day" of
each REMIC within the meaning of section 860G(a)(9) of the Code. The latest
possible maturity date for purposes of Treasury Regulation 1.860G-1(a)(4) will
be the Latest Possible Maturity Date.

         (c)      The Securities Administrator shall 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 Securities
Administrator shall pay any and all tax related expenses (not including taxes)
of each REMIC, including but not limited to any professional fees or expenses
related to audits or any administrative or judicial proceedings with respect to
such REMIC that involve the Internal Revenue Service or state tax authorities,
but only to the extent that (i) such expenses are ordinary or routine expenses,
including expenses of a routine audit but not expenses of litigation (except as
described in (ii)); or (ii) such expenses or liabilities (including taxes and
penalties) are attributable to the negligence or willful misconduct of the
Securities Administrator in fulfilling its duties hereunder (including its
duties as tax return preparer). The Securities Administrator shall be entitled
to reimbursement of expenses to the extent provided in clause (i) above from the
Distribution Account, provided, however, the Securities Administrator shall not
be entitled to reimbursement for expenses incurred in connection with the
preparation of tax returns and other reports as required by Section 6.20 and
this Section.

         (d)      The Securities Administrator shall prepare, and the Trustee
shall sign and file, as instructed by the Securities Administrator, all of each
REMIC's federal and appropriate state tax and information returns as such
REMIC's direct representative. The expenses of preparing and filing such returns
shall be borne by the Securities Administrator. In preparing such returns, the
Securities Administrator shall, with respect to each Lower-Tier REMIC: (i) treat
the accrual period for interests in the Lower-Tier REMIC as the calendar month;
(ii) account for distributions made from the Lower-Tier REMIC as made on the
first day of each succeeding calendar month; (iii) account for income under the
all-OID method at the Net WAC; (iv) use the aggregation method provided in
Treasury Regulation section 1.1275-2(c); and (v) account for income and expenses
related to the Lower-Tier REMIC in the manner resulting in the lowest amount of
excess inclusion income possible accruing to the Holder of the residual interest
in the Lower-Tier REMIC.

         (e)      The Securities Administrator or its designee shall perform on
behalf of each 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, if required by the Code, the REMIC
Provisions, or other such guidance, the Securities Administrator shall provide,
upon receipt of additional reasonable compensation, (i) to the Treasury or other
governmental authority such information as is necessary for the application of
any tax relating to the transfer of a Residual Certificate to any disqualified
person or organization pursuant to Treasury Regulation 1.860E-2(a)(5) and any
person designated in Section 860E(e)(3) of the Code and (ii) to the
Certificateholders and the Trustee such information or reports as are required
by the Code or REMIC Provisions.

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         (f)      To the extent within their control, the Trustee, the
Securities Administrator, the Master Servicer and the Holders of Certificates
shall take any action or cause any REMIC to take any action necessary to
maintain the status of any REMIC as a REMIC under the REMIC Provisions and shall
assist each other as necessary to create or maintain such status. Neither the
Trustee, the Securities Administrator, the Master Servicer nor the Holder of any
Residual Certificate shall knowingly take any action, cause any REMIC 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 result in
an Adverse REMIC Event unless the Trustee, the Securities Administrator and the
Master Servicer have received an Opinion of Counsel (at the expense of the party
seeking to take such action) to the effect that the contemplated action will not
endanger such status or result in the imposition of such a tax. In addition,
prior to taking any action with respect to any REMIC or the assets therein, or
causing any REMIC to take any action, which is not expressly permitted under the
terms of this Agreement, any Holder of a Residual Certificate will consult with
the Trustee, the Securities Administrator, the Master Servicer or their
respective designees, in writing, with respect to whether such action could
cause an Adverse REMIC Event to occur with respect to any REMIC, and no such
Person shall take any such action or cause any REMIC to take any such action as
to which the Trustee, the Securities Administrator or the Master Servicer has
advised it in writing that an Adverse REMIC Event could occur; provided,
however, that if no Adverse REMIC Event would occur but such action could result
in the imposition of additional taxes on the Residual Certificateholders, no
such Person shall take any such action, or cause any REMIC to take any such
action without the written consent of the Residual Certificateholders.

         (g)      Each Holder of a Residual Certificate shall pay when due any
and all taxes imposed on the related REMIC by federal or state governmental
authorities. To the extent that such taxes are not paid by a Residual
Certificateholder, the Trustee or the Paying Agent shall pay any remaining REMIC
taxes out of current or future amounts otherwise distributable to the Holder of
the Residual Certificate in any such REMIC or, if no such amounts are available,
out of other amounts held in the Distribution Account, and shall reduce amounts
otherwise payable to holders of regular interests in any such REMIC, as the case
may be.

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

         (i)      No additional contributions of assets shall be made to any
REMIC, except as expressly provided in this Agreement.

         (j)      Neither the Securities Administrator nor the Master Servicer
shall enter into any arrangement by which any REMIC will receive a fee or other
compensation for services.

         (k)      [Reserved].

         (l)      The Class A-R Holder shall act as "tax matters person" with
respect to each REMIC created hereunder and the Securities Administrator shall
act as agent for the Class A-R Holder in such roles, unless and until another
party is so designated by the Class A-R Holder.

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         Section 10.02 Prohibited Transactions and Activities.

         Neither the Depositor, the Master Servicer nor the Trustee shall sell,
dispose of, or substitute for any of the Mortgage Loans, except in a disposition
pursuant to (i) the foreclosure of a Mortgage Loan, (ii) the bankruptcy of the
Trust Fund, (iii) the termination of each REMIC pursuant to Article VII of this
Agreement, (iv) a substitution pursuant to Article II of this Agreement or (v) a
repurchase of Mortgage Loans pursuant to Article II of this Agreement, nor
acquire any assets for any REMIC, nor sell or dispose of any investments in the
Distribution Account for gain, nor accept any contributions to any REMIC after
the Closing Date, unless it has received an Opinion of Counsel (at the expense
of the party causing such sale, disposition, substitution or acceptance) that
such disposition, acquisition, substitution, or acceptance will not (a) result
in an Adverse REMIC Event, (b) affect the distribution of interest or principal
on the Certificates or (c) result in the encumbrance of the assets transferred
or assigned to the Trust Fund (except pursuant to the provisions of this
Agreement).

         Section 10.03 Indemnification with Respect to Prohibited Transactions
                       or Loss of REMIC Status.

         Upon the occurrence of an Adverse REMIC Event due to the negligent
performance by the Securities Administrator of its duties and obligations set
forth herein, the Securities Administrator shall indemnify the
Certificateholders of the related Residual Certificate against any and all
losses, claims, damages, liabilities or expenses ("Losses") resulting from such
negligence; provided, however, that the Securities Administrator shall not be
liable for any such Losses attributable to the action or inaction of the
Depositor, the Trustee or the Holder of the Residual Certificate, nor for any
such Losses resulting from misinformation provided by any of the foregoing
parties on which the Securities Administrator has relied. Notwithstanding the
foregoing, however, in no event shall the Securities Administrator have any
liability (1) for any action or omission that is taken in accordance with and in
compliance with the express terms of, or which is expressly permitted by the
terms of, this Agreement or under any Purchase and Servicing Agreements or under
any Acknowledgement, (2) for any Losses other than arising out of malfeasance,
willful misconduct or negligent performance by the Service Administrator of its
duties and obligations set forth herein, and (3) for any special or
consequential damages to Certificateholders of the related Residual Certificate
(in addition to payment of principal and interest on the Certificates).

         Section 10.04 REO Property.

         (a)      Notwithstanding any other provision of this Agreement, the
Master Servicer, acting on behalf of the Trustee hereunder, shall not, except to
the extent provided in the applicable Purchase and Servicing Agreement,
knowingly permit any Servicer to, rent, lease, or otherwise earn income on
behalf of any REMIC with respect to any REO Property which might cause an
Adverse REMIC Event unless the applicable Servicer has provided to the Trustee
an Opinion of Counsel concluding that, under the REMIC Provisions, such action
would not adversely affect the status of any REMIC as a REMIC and any income
generated for any REMIC by the REO Property would not result in an Adverse REMIC
Event.

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         (b)      The Depositor shall cause the applicable Servicer (to the
extent provided in its Purchase and Servicing Agreement) to make reasonable
efforts to sell any REO Property for its fair market value. In any event,
however, the Depositor shall, or shall cause the applicable Servicer (to the
extent provided in its Purchase and Servicing Agreement) to, dispose of any REO
Property within three years of its acquisition by the Trust Fund unless the
Depositor or the applicable Servicer (on behalf of the Trust Fund) has received
a grant of extension from the Internal Revenue Service to the effect that, under
the REMIC Provisions and any relevant proposed legislation and under applicable
state law, the REMIC may hold REO Property for a longer period without causing
an Adverse REMIC Event. If such an extension has been received, then the
Depositor, acting on behalf of the Trustee hereunder, shall, or shall cause the
applicable Servicer to, continue to attempt to sell the REO Property for its
fair market value for such period longer than three years as such extension
permits (the "Extended Period"). If such an extension has not been received and
the Depositor or the applicable Servicer, acting on behalf of the Trust Fund
hereunder, is unable to sell the REO Property within 33 months after its
acquisition by the Trust Fund or if such an extension, has been received and the
Depositor or the applicable Servicer is unable to sell the REO Property within
the period ending three months before the close of the Extended Period, the
Depositor shall cause the applicable Servicer, before the end of the three year
period or the Extended Period, as applicable, to (i) purchase such REO Property
at a price equal to the REO Property's fair market value or (ii) auction the REO
Property to the highest bidder (which may be the applicable Servicer) in an
auction reasonably designed to produce a fair price prior to the expiration of
the three-year period or the Extended Period, as the case may be.

         Section 10.05 Fidelity.

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

                                   ARTICLE XI

                            MISCELLANEOUS PROVISIONS

         Section 11.01 Binding Nature of Agreement; Assignment.

         This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and permitted assigns.

         Section 11.02 Entire Agreement.

         This Agreement contains the entire agreement and understanding among
the parties hereto with respect to the subject matter hereof, and supersedes all
prior and contemporaneous agreements, understandings, inducements and
conditions, express or implied, oral or written, of any nature whatsoever with
respect to the subject matter hereof. The express terms hereof

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control and supersede any course of performance and/or usage of the trade
inconsistent with any of the terms hereof.

         Section 11.03 Amendment.

         (a)      This Agreement may be amended from time to time by the
Depositor, the Master Servicer, the Securities Administrator, and the Trustee,
without notice to or the consent of any of the Holders, (i) to cure any
ambiguity or mistake, (ii) to cause the provisions herein to conform to or be
consistent with or in furtherance of the statements made with respect to the
Certificates, the Trust Fund or this Agreement in any Offering Document, or to
correct or supplement any provision herein which may be inconsistent with any
other provisions herein or with the provisions of any Purchase and Servicing
Agreement, (iii) to make any other provisions with respect to matters or
questions arising under this Agreement or (iv) to add, delete, or amend any
provisions to the extent necessary or desirable to comply with any requirements
imposed by the Code and the REMIC Provisions. No such amendment effected
pursuant to the preceding sentence shall, as evidenced by an Opinion of Counsel,
result in an Adverse REMIC Event, nor shall such amendment effected pursuant to
clause (iii) of such sentence adversely affect in any material respect the
interests of any Holder. Prior to entering into any amendment without the
consent of Holders pursuant to this paragraph, the Trustee shall be provided
with an Opinion of Counsel (at the expense of the party requesting such
amendment) to the effect that such amendment is permitted under this Section.
Any such amendment shall be deemed not to adversely affect in any material
respect any Holder, if the Trustee receives written confirmation from each
Rating Agency that such amendment will not cause such Rating Agency to reduce
the then current rating assigned to the Certificates.

         (b)      This Agreement may also be amended from time to time by the
Depositor, the Master Servicer, the Securities Administrator and the Trustee,
with the consent of the Holders of not less than 66-2/3% of the Class Principal
Amount (or Percentage Interest) of each Class of Certificates affected thereby
for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of this Agreement or of modifying in any
manner the rights of the Holders; provided, however, that no such amendment
shall be made unless the Trustee receives an Opinion of Counsel, at the expense
of the party requesting the change, that such change will not cause an Adverse
REMIC Event; and provided further, that no such amendment may (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 or (ii) reduce the aforesaid
percentages of Class Principal Amount (or Percentage Interest) of Certificates
of each Class, the Holders of which are required to consent to any such
amendment without the consent of the Holders of 100% of the Class Principal
Amount (or Percentage Interest) of each Class of Certificates affected thereby.
For purposes of this paragraph, references to "Holder" or "Holders" shall be
deemed to include, in the case of any Class of Book-Entry Certificates, the
related Certificate Owners.

         (c)      Promptly after the execution of any such amendment, the
Trustee shall furnish written notification of the substance of such amendment to
each Holder, the Depositor and the Rating Agencies.

                                      103

<PAGE>

         (d)      It shall not be necessary for the consent of Holders under
this Section 11.03 to approve the particular form of any proposed amendment, but
it shall be sufficient if such consent shall approve the substance thereof. The
manner of obtaining such consents and of evidencing the authorization of the
execution thereof by Holders shall be subject to such reasonable regulations as
the Trustee may prescribe.

         (e)      Notwithstanding anything to the contrary in any Purchase and
Servicing Agreement, the Trustee shall not consent to any amendment of any
Purchase and Servicing Agreement except pursuant to the standards provided in
this Section with respect to amendment of this Agreement. With respect to any
amendment that relates to the servicing of the Mortgage Loans or a Servicer, the
Trustee shall not consent to any such amendment without the prior written
consent of the Master Servicer.

         Section 11.04 Voting Rights.

         Except to the extent that the consent of all affected
Certificateholders is required pursuant to this Agreement, with respect to any
provision of this Agreement requiring the consent of Certificateholders
representing specified percentages of aggregate outstanding Certificate
Principal Amount (or Percentage Interest), Certificates owned by the Depositor,
the Master Servicer, the Securities Administrator, the Trustee, any Servicer or
any Affiliates thereof are not to be counted so long as such Certificates are
owned by the Depositor, the Master Servicer, the Securities Administrator, the
Trustee, any Servicer or any Affiliate thereof.

         Section 11.05 Provision of Information.

         (a)      For so long as any of the Certificates of any Class are
"restricted securities" within the meaning of Rule 144(a)(3) under the Act, each
of the Depositor, the Master Servicer and the Trustee agree to cooperate with
each other to provide to any Certificateholders and to any prospective purchaser
of Certificates designated by such holder, upon the request of such holder or
prospective purchaser, any information required to be provided to such holder or
prospective purchaser to satisfy the condition set forth in Rule 144A(d)(4)
under the Act. Any reasonable, out-of-pocket expenses incurred by the Trustee,
the Master Servicer or the Securities Administrator in providing such
information shall be reimbursed by the Depositor.

         (b)      The Securities Administrator shall provide to any person to
whom a Prospectus was delivered, upon the request of such person specifying the
document or documents requested, a copy (excluding exhibits) of any report on
Form 8-K or Form 10-K filed with the Securities and Exchange Commission pursuant
to Section 6.20(b). Any reasonable out-of-pocket expenses incurred by the
Securities Administrator in providing copies of such documents shall be
reimbursed by the Depositor.

         (c)      On each Distribution Date, the Securities Administrator shall
deliver or cause to be delivered by first class mail or make available on its
website to the Depositor, Attention: Contract Finance, a copy of the report
delivered to Certificateholders pursuant to Section 4.02.

                                      104

<PAGE>

         Section 11.06 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 WITHOUT REGARD TO
CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.

         Section 11.07 Notices.

         All requests, demands, notices, authorizations, directions, consents,
waivers and communications hereunder shall be in writing and shall be deemed to
have been duly given when received by (a) in the case of the Depositor, J.P
Morgan Acceptance Corporation I, 270 Park Avenue, New York, New York 10017,
telecopy number: (212) 834-3850, Attention: J.P. Morgan Mortgage Trust 2004-A3,
(b) in the case of JPMMAC, J.P. Morgan Mortgage Acquisition Corp., 270 Park
Avenue, New York, New York 10017, telecopy number: (212) 834-3850, Attention:
J.P. Morgan Mortgage Trust 2004-A3, (c) in the case of the Master Servicer or
the Securities Administrator, Wells Fargo Bank, N.A., P.O. Box 98, Columbia,
Maryland 21046 (or, for overnight deliveries, 9062 Old Annapolis Road, Columbia,
Maryland 21045), telecopy number (410) 715-2380, Attention: J.P. Morgan Mortgage
Trust 2004-A3, (d) in the case of Sunset, Sunset Financial Resources, Inc.,
10245 Centurion Parkway North, Suite 305, Jacksonville, Florida 32256, telecopy
number: (904) 425-4351, Attention: Byron Boston, and (e) with respect to the
Trustee or the Certificate Registrar, its respective Corporate Trust Office, or
as to each party such other address as may hereafter be furnished by such party
to the other parties in writing. All demands, notices and communications to a
party hereunder shall be in writing and shall be deemed to have been duly given
when delivered to such party at the relevant address, facsimile number or
electronic mail address set forth above or at such other address, facsimile
number or electronic mail address as such party may designate from time to time
by written notice in accordance with this Section 11.07.

         Section 11.08 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 11.09 Indulgences; No Waivers.

         Neither the failure nor any delay on the part of a party to exercise
any right, remedy, power or privilege under this Agreement shall operate as a
waiver thereof, nor shall any single or partial exercise of any right, remedy,
power or privilege preclude any other or further exercise of the same or of any
other right, remedy, power or privilege, nor shall any waiver of any right,
remedy, power or privilege with respect to any occurrence be construed as a
waiver of such right, remedy, power or privilege with respect to any other
occurrence. No waiver shall be effective unless it is in writing and is signed
by the party asserted to have granted such waiver.

                                      105

<PAGE>

         Section 11.10 Headings Not To Affect Interpretation.

         The headings contained in this Agreement are for convenience of
reference only, and they shall not be used in the interpretation hereof.

         Section 11.11 Benefits of Agreement.

         Nothing in this Agreement or in the Certificates, express or implied,
shall give to any Person, other than the parties to this Agreement and their
successors hereunder and the Holders of the Certificates, any benefit or any
legal or equitable right, power, remedy or claim under this Agreement, except to
the extent specified in Section 11.15.

         Section 11.12 Special Notices to the Rating Agencies.

         (a)      The Depositor shall give prompt notice to the Rating Agencies
of the occurrence of any of the following events of which it has notice:

                  (i)      any amendment to this Agreement pursuant to Section
         11.03;

                  (ii)     any Assignment by the Master Servicer of its rights
         hereunder or delegation of its duties hereunder;

                  (iii)    the occurrence of any Event of Default described in
         Section 6.14;

                  (iv)     any notice of termination given to the Master
         Servicer pursuant to Section 6.14 and any resignation of the Master
         Servicer hereunder;

                  (v)      the appointment of any successor to any Master
         Servicer pursuant to Section 6.14;

                  (vi)     the making of a final payment pursuant to Section
         7.02; and

                  (vii)    any termination of the rights and obligations of any
         Servicer under the applicable Purchase and Servicing Agreement.

         (b)      All notices to the Rating Agencies provided for this Section
shall be in writing and sent by first class mail, telecopy or overnight courier,
as follows:

         If to Moody's, to:

         Moody's Investors Service, Inc.
         99 Church Street
         New York, New York 10007
         Attention: Residential Mortgages

                                      106

<PAGE>

         If to S&P, to:

         Standard & Poor's Ratings Services,
         a division of The McGraw-Hill Companies, Inc.
         55 Water Street
         New York, New York 10041
         Attention: Residential Mortgages

         If to Fitch Ratings, to:

         Fitch, Inc.
         One State Street Plaza
         New York, New York 10004
         Attention: Residential Mortgages

         (c)      The Securities Administrator shall provide or make available
to the Rating Agencies reports prepared pursuant to Section 4.02. In addition,
the Securities Administrator shall, at the expense of the Trust Fund, make
available to each Rating Agency such information as such Rating Agency may
reasonably request regarding the Certificates or the Trust Fund, to the extent
that such information is reasonably available to the Securities Administrator.

         (d)      The Depositor hereby represents to S&P that, to the
Depositor's knowledge, the information provided to such Rating Agency, including
the loan level detail, is true and correct according to such Rating Agency's
requirements.

         Section 11.13 Conflicts.

         To the extent that the terms of this Agreement conflict with the terms
of any Purchase and Servicing Agreement, the related Purchase and Servicing
Agreement shall govern.

         Section 11.14 Counterparts.

         This Agreement may be executed in one or more counterparts, each of
which shall be deemed to be an original, and all of which together shall
constitute one and the same instrument.

         Section 11.15 No Petitions.

         The Trustee and the Master Servicer (not in its individual corporate
capacity, but solely as Master Servicer hereunder), by entering into this
Agreement, hereby covenant and agree that they shall not at any time institute
against the Depositor, or join in any institution against the Depositor of, any
bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings,
or other proceedings under any United States federal or state bankruptcy or
similar law in connection with any obligations relating to this Agreement or any
of the documents entered into by the Depositor in connection with the
transactions contemplated by this Agreement.

                                      107

<PAGE>

         IN WITNESS WHEREOF, the parties hereto have caused their names to be
signed hereto by their respective officers hereunto duly authorized as of the
day and year first above written.

                                        J.P MORGAN ACCEPTANCE CORPORATION I,
                                        as Depositor

                                        By:   /s/ Jonathan Davis
                                              ----------------------------------
                                              Name: Jonathan Davis
                                              Title:  Vice President

                                        WACHOVIA BANK, NATIONAL ASSOCIATION,
                                        as Trustee

                                        By:   /s/ Stephanie J. Aronovitch
                                              ----------------------------------
                                              Name:  Stephanie J. Aronovitch
                                              Title:  Assistant Vice President

                                        WELLS FARGO BANK, N.A.,
                                        as Master Servicer

                                        By:   /s/ Ruth Fussell
                                              ----------------------------------
                                              Name:  Ruth Fussell
                                              Title:  Vice President

                                        WELLS FARGO BANK, N.A.,
                                        as Securities Administrator

                                        By:   /s/ Ruth Fussell
                                              ----------------------------------
                                              Name:  Ruth Fussell
                                              Title:  Vice President

<PAGE>

Solely for purposes of Sections 2.04 and 2.05
accepted and agreed to by:

J.P. MORGAN MORTGAGE ACQUISITION CORP.

By: /s/ Jonathan Dais
    ------------------------------------
    Name:  Jonathan Davis
    Title:  Vice President

SUNSET FINANCIAL RESOURCES, INC.

By: /s/ Thomas G. Manuel
    ------------------------------------
    Name: Thomas G. Manuel
    Title: EVP

<PAGE>

                                    EXHIBIT A

                              FORMS OF CERTIFICATES

                                      A-1

<PAGE>

                                    EXHIBIT B

          FORM OF RESIDUAL CERTIFICATE TRANSFER AFFIDAVIT (TRANSFEREE)

STATE OF                            )
                                    )   ss.:
COUNTY OF                           )

         [NAME OF OFFICER], _________________ being first duly sworn, deposes
and says:

         1.       That he [she] is [title of officer] ________________________
                  of [name of Purchaser]
                  _________________________________________ (the "Purchaser"), a
                  _______________________ [description of type of entity] duly
                  organized and existing under the laws of the [State of
                  __________] [United States], on behalf of which he [she] makes
                  this affidavit.

         2.       That the Purchaser's Taxpayer Identification Number is [    ].

         3.       That the Purchaser is not a "disqualified organization" within
                  the meaning of Section 860E(e)(5) of the Internal Revenue Code
                  of 1986, as amended (the "Code") and will not be a
                  "disqualified organization" as of [date of transfer], and that
                  the Purchaser is not acquiring a Residual Certificate (as
                  defined in the Agreement) for the account of, or as agent
                  (including a broker, nominee, or other middleman) for, any
                  person or entity from which it has not received an affidavit
                  substantially in the form of this affidavit. For these
                  purposes, a "disqualified organization" means the United
                  States, any state or political subdivision thereof, any
                  foreign government, any international organization, any agency
                  or instrumentality of any of the foregoing (other than an
                  instrumentality if all of its activities are subject to tax
                  and a majority of its board of directors is not selected by
                  such governmental entity), any cooperative organization
                  furnishing electric energy or providing telephone service to
                  persons in rural areas as described in Code Section
                  1381(a)(2)(C), any "electing large partnership" within the
                  meaning of Section 775 of the Code, or any organization (other
                  than a farmers' cooperative described in Code Section 521)
                  that is exempt from federal income tax unless such
                  organization is subject to the tax on unrelated business
                  income imposed by Code Section 511.

         4.       That the Purchaser either (x) is not, and on__________________
                  [date of transfer] will not be, an employee benefit plan or
                  other retirement arrangement subject to Section 406 of the
                  Employee Retirement Income Security Act of 1974, as amended
                  ("ERISA"), or Section 4975 of the Code ("Code"),
                  (collectively, a "Plan") or a person acting on behalf of any
                  such Plan or investing the assets of any such Plan to acquire
                  a Residual Certificate; (y) is an insurance company that is
                  purchasing the Certificate with funds contained in an
                  "insurance company general account" as defined in Section V(e)
                  of Prohibited Transaction Class Exemption ("PTCE") 95-60 and
                  the purchase and holding of the Certificate satisfy the
                  requirements for exemptive relief under Sections I and III of
                  PTCE

                                      B-1

<PAGE>

                  95-60; or (z) herewith delivers to the Certificate Registrar
                  an opinion of counsel satisfactory to the Certificate
                  Registrar, and upon which the Certificate Registrar, the
                  Trustee, the Master Servicer, each Servicer, the Depositor and
                  Securities Administrator shall be entitled to rely, to the
                  effect that the purchase or holding of such Residual
                  Certificate by the Investor will not result in any non-exempt
                  prohibited transactions under Title I of ERISA or Section 4975
                  of the Code and will not subject the Certificate Registrar,
                  the Trustee, the Depositor, the Master Servicer, any Servicer
                  or the Securities Administrator to any obligation in addition
                  to those undertaken by such entities in the Pooling and
                  Servicing Agreement, which opinion of counsel shall not be an
                  expense of the Trust Fund or any of the above parties.

         5.       That the Purchaser hereby acknowledges that under the terms of
                  the Pooling and Servicing Agreement, dated as of June 1, 2004
                  (the "Agreement"), by and among J.P. Morgan Acceptance
                  Corporation I, as Depositor, Wells Fargo Bank, N.A., as Master
                  Servicer and as Securities Administrator, and Wachovia Bank,
                  National Association, as Trustee with respect to J.P. Morgan
                  Mortgage Trust 2004-A3, Mortgage Pass-Through Certificates, no
                  transfer of the Residual Certificates shall be permitted to be
                  made to any person unless the Certificate Registrar and
                  Trustee have received a certificate from such transferee
                  containing the representations in paragraphs 3 and 4 hereof.

         6.       That the Purchaser does not hold REMIC residual securities as
                  nominee to facilitate the clearance and settlement of such
                  securities through electronic book-entry changes in accounts
                  of participating organizations (such entity, a "Book-Entry
                  Nominee").

         7.       That the Purchaser does not have the intention to impede the
                  assessment or collection of any federal, state or local taxes
                  legally required to be paid with respect to such Residual
                  Certificate.

         8.       That the Purchaser will not transfer a Residual Certificate to
                  any person or entity (i) as to which the Purchaser has actual
                  knowledge that the requirements set forth in paragraph 3,
                  paragraph 6 or paragraph 10 hereof are not satisfied or that
                  the Purchaser has reason to believe does not satisfy the
                  requirements set forth in paragraph 7 hereof, and (ii) without
                  obtaining from the prospective Purchaser an affidavit
                  substantially in this form and providing to the Trustee and
                  the Certificate Registrar a written statement substantially in
                  the form of Exhibit C to the Agreement.

         9.       That the Purchaser understands that, as the holder of a
                  Residual Certificate, the Purchaser may incur tax liabilities
                  in excess of any cash flows generated by the interest and that
                  it intends to pay taxes associated with holding such Residual
                  Certificate as they become due.

         10.      That the Purchaser (i) is not a Non-U.S. Person or (ii) is a
                  Non-U.S. Person that holds a Residual Certificate in
                  connection with the conduct of a trade or business

                                      B-2

<PAGE>

                  within the United States and has furnished the transferor, the
                  Trustee and the Certificate Registrar with an effective
                  Internal Revenue Service Form W-8ECI (Certificate of Foreign
                  Person's Claim for Exemption From Withholding on Income
                  Effectively Connected With the Conduct of a Trade or Business
                  in the United States) or successor form at the time and in the
                  manner required by the Code or (iii) is a Non-U.S. Person that
                  has delivered to the transferor, the Trustee and the
                  Certificate Registrar an opinion of a nationally recognized
                  tax counsel to the effect that the transfer of such Residual
                  Certificate to it is in accordance with the requirements of
                  the Code and the regulations promulgated thereunder and that
                  such transfer of a Residual Certificate will not be
                  disregarded for federal income tax purposes. "Non-U.S. Person"
                  means an individual, corporation, partnership or other person
                  other than (i) a citizen or resident of the United States;
                  (ii) a corporation, partnership or other entity created or
                  organized in or under the laws of the United States or any
                  state thereof, including for this purpose, the District of
                  Columbia; (iii) an estate that is subject to U.S. federal
                  income tax regardless of the source of its income; (iv) 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 trustees have authority to control
                  all substantial decisions of the trust; and, (v) to the extent
                  provided in Treasury regulations, certain trusts in existence
                  on August 20, 1996 that are treated as United States persons
                  prior to such date and elect to continue to be treated as
                  United States persons.

         11.      The Purchaser will not cause income from the Residual
                  Certificate to be attributable to a foreign permanent
                  establishment or fixed base of the Purchaser or another U.S.
                  taxpayer.

         12.      That the Purchaser agrees to such amendments of the Pooling
                  and Servicing Agreement as may be required to further
                  effectuate the restrictions on transfer of any Residual
                  Certificate to such a "disqualified organization," an agent
                  thereof, a Book-Entry Nominee, or a person that does not
                  satisfy the requirements of paragraph 7 and paragraph 10
                  hereof.

         13.      That the Purchaser consents to the designation of the
                  Securities Administrator to act as agent for the "tax matters
                  person" of each REMIC created by the Trust Fund pursuant to
                  the Pooling and Servicing Agreement.

                                      B-3

<PAGE>

         IN WITNESS WHEREOF, the Purchaser has caused this instrument to be
executed on its behalf, pursuant to authority of its Board of Directors, by its
[title of officer] this _____ day of __________ 20__.

                                         _______________________________________
                                         [name of Purchaser]

                                         By: ___________________________________
                                             Name:
                                             Title:

         Personally appeared before me the above-named [name of officer]
________________, known or proved to me to be the same person who executed the
foregoing instrument and to be the [title of officer] _________________ of the
Purchaser, 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 Purchaser.

         Subscribed and sworn before me this _____ day of __________ 20__.

NOTARY PUBLIC

________________________________________

COUNTY OF ______________________________

STATE OF _______________________________

My commission expires the _____ day of __________ 20__.

                                      B-4

<PAGE>

                                    EXHIBIT C

          FORM OF RESIDUAL CERTIFICATE TRANSFER AFFIDAVIT (TRANSFEROR)

                                                 _______________________________
                                                                Date

Re:      J.P. Morgan Mortgage Trust 2004-A3
         Mortgage Pass-Through Certificates

         _______________________ (the "Transferor") has reviewed the attached
affidavit of _____________________________ (the "Transferee"), and has no actual
knowledge that such affidavit is not true and has no reason to believe that the
information contained in paragraph 7 thereof is not true, and has no reason to
believe that the Transferee has the intention to impede the assessment or
collection of any federal, state or local taxes legally required to be paid with
respect to a Residual Certificate. In addition, the Transferor has conducted a
reasonable investigation at the time of the transfer and found that the
Transferee had historically paid its debts as they came due and found no
significant evidence to indicate that the Transferee will not continue to pay
its debts as they become due.

                                        Very truly yours,

                                        ________________________________________
                                        Name:
                                        Title:

                                      C-1

<PAGE>

                                    EXHIBIT D

                                   [RESERVED]

                                      D-1

<PAGE>

                                    EXHIBIT E

                    LIST OF PURCHASE AND SERVICING AGREEMENTS

1.       Mortgage Loan Flow Purchase, Sale and Servicing Agreement, dated April
         29, 2003, among J.P. Morgan Mortgage Acquisition Corp., Cendant
         Mortgage Corporation ("Cendant") and Bishop's Gate Residential Mortgage
         Trust (formerly known as Cendant Residential Mortgage Trust), as
         Sellers, and Cendant, as Servicer, as modified by the Acknowledgement.

2.       Master Mortgage Loan Purchase and Servicing Agreement, dated as of
         August 28, 2003, as amended by Amendment No. 1 thereto dated as of June
         1, 2004, and together with the Trade Confirmation and Purchase
         Confirmation, between Countrywide Home Loans, Inc. as seller and
         servicer and J.P. Morgan Mortgage Acquisition Corp., as purchaser, as
         modified by the Acknowledgement.

3.       The Flow Mortgage Loan Purchase, Warranties and Servicing Agreement,
         dated as of January 1, 2004 between J.P. Morgan Mortgage Acquisition
         Corp., as purchaser, and Chase Manhattan Mortgage Corporation, as
         seller and servicer, as modified by the Acknowledgement.

4.       The Flow Master Seller's Warranties and Servicing Agreement, dated as
         of February 24, 2004 between J.P. Morgan Mortgage Acquisition Corp., as
         purchaser, and National City Mortgage Co., as seller and servicer, as
         modified by the Acknowledgement.

5.       Mortgage Loan Flow Purchase, Sale and Servicing Agreement, dated as of
         November 13, 2003, among Morgan Stanley Mortgage Capital Inc., as
         purchaser, Cendant Mortgage Corporation, as a seller and servicer and
         Bishop's Gate Residential Mortgage Trust (formerly known as Cendant
         Residential Mortgage Trust), as a seller, as modified by the
         Acknowledgement.

6.       The Flow Mortgage Loan Flow Sale and Servicing Agreement, dated October
         1, 2003, as amended by Amendment No. 1 thereto dated as of February 24,
         2004, between Morgan Stanley Mortgage Capital Inc. and Bank of America,
         N.A., as seller and servicer, as modified by the Acknowledgement.

7.       Mortgage Loan Sale and Servicing Agreement, dated as of September 1,
         2003, among Morgan Stanley Mortgage Capital Inc., as purchaser, and
         GreenPoint Mortgage Funding, Inc., as seller and servicer, as modified
         by the Acknowledgement.

                                      E-1

<PAGE>

                                    EXHIBIT F

                          LIST OF CUSTODIAL AGREEMENTS

1.       Custodial Agreement dated as of April 1, 2003 among J.P. Morgan
         Mortgage Acquisition Corp., as Owner, Cendant Mortgage Corporation and
         Bishop's Gate Residential Mortgage Trust (formerly known as Cendant
         Residential Mortgage Trust), as Sellers, and JPMorgan Chase Bank, as
         Custodian, as modified by the Assignment.

2.       Custodial Agreement dated as of August 28, 2003 among J.P. Morgan
         Mortgage Acquisition Corp., as Owner, Countrywide Home Loans, Inc., as
         Seller, and JPMorgan Chase Bank, as Custodian, as modified by the
         Assignment.

3.       Custodial Agreement dated as of July 29, 2003 among Wachovia, N.A., as
         Owner, Chase Manhattan Mortgage Corporation, as Servicer, and JPMorgan
         Chase Bank, as Custodian.

4.       Custodial Agreement dated as of February 1, 2004 among J.P. Morgan
         Mortgage Acquisition Corp., as the Purchaser, National City Mortgage
         Co., as the Company, and JPMorgan Chase Bank, as the Custodian, as
         modified by the Assignment.

5.       Custodial Agreement dated as of June 1, 2004 among J.P. Morgan
         Acceptance Corporation I, Sunset Financial Resources, Inc., Bank of
         America, N.A., GreenPoint Mortgage Funding, Inc., Cendant Mortgage
         Corporation, Bishop's Gate Residential Mortgage Trust, Wachovia Bank,
         National Association and JPMorgan Chase Bank.

                                      F-1

<PAGE>

                                    EXHIBIT G

                      LIST OF LIMITED PURPOSE SURETY BONDS

1.       Ambac Assurance Corporation Surety Bond No. AB0039BE

                                      G-1

<PAGE>

                                    EXHIBIT H

                     FORM OF RULE 144A TRANSFER CERTIFICATE

Re:      J.P. Morgan Mortgage Trust 2004-A3,
         Mortgage Pass-Through Certificates

         Reference is hereby made to the Pooling and Servicing Agreement, dated
as of June 1, 2004 (the "Pooling and Servicing Agreement"), by and among J.P.
Morgan Acceptance Corporation I, as Depositor, Wells Fargo Bank, N.A., as Master
Servicer and as Securities Administrator, and Wachovia Bank, National
Association, as Trustee. Capitalized terms used but not defined herein shall
have the meanings given to them in the Pooling and Servicing Agreement.

         This letter relates to $__________ initial Certificate Balance of Class
_____ Certificates which are held in the form of Definitive Certificates
registered in the name of ______________ (the "Transferor"). The Transferor has
requested a transfer of such Definitive Certificates for Definitive Certificates
of such Class registered in the name of [insert name of transferee].

         In connection with such request, and in respect of such Certificates,
the Transferor hereby certifies that such Certificates are being transferred in
accordance with (i) the transfer restrictions set forth in the Pooling and
Servicing Agreement and the Certificates and (ii) Rule 144A under the Securities
Act to a purchaser that the Transferor reasonably believes is a "qualified
institutional buyer" within the meaning of Rule 144A purchasing for its own
account or for the account of a "qualified institutional buyer," which purchaser
is aware that the sale to it is being made in reliance upon Rule 144A, in a
transaction meeting the requirements of Rule 144A and in accordance with any
applicable securities laws of any state of the United States or any other
applicable jurisdiction.

         This certificate and the statements contained herein are made for your
benefit and the benefit of the Underwriter, the Certificate Registrar and the
Depositor.

                                        ________________________________________
                                        [Name of Transferor]

                                        By: ____________________________________
                                            Name:
                                            Title:

Dated: ___________, ____

                                      H-1

<PAGE>

                                    EXHIBIT I

                         FORM OF PURCHASER'S LETTER FOR
                        INSTITUTIONAL ACCREDITED INVESTOR

                                                                       Date

Dear Sirs:

         In connection with our proposed purchase of $______________ principal
amount of J.P. Morgan Mortgage Trust 2004-A3, Mortgage Pass-Through Certificates
(the "Privately Offered Certificates") of J.P. Morgan Acceptance Corporation I
(the "Depositor"), we confirm that:

(1)      We understand that the Privately Offered Certificates have not been,
         and will not be, registered under the Securities Act of 1933, as
         amended (the "Securities Act"), and may not be sold except as permitted
         in the following sentence. We agree, on our own behalf and on behalf of
         any accounts for which we are acting as hereinafter stated, that if we
         should sell any Privately Offered Certificates within two years of the
         later of the date of original issuance of the Privately Offered
         Certificates or the last day on which such Privately Offered
         Certificates are owned by the Depositor or any affiliate of the
         Depositor we will do so only (A) to the Depositor, (B) to "qualified
         institutional buyers" (within the meaning of Rule 144A under the
         Securities Act) in accordance with Rule 144A under the Securities Act
         ("QIBs"), (C) pursuant to the exemption from registration provided by
         Rule 144 under the Securities Act, or (D) to an institutional
         "accredited investor" within the meaning of Rule 501(a)(1), (2), (3) or
         (7) of Regulation D under the Securities Act that is not a QIB (an
         "Institutional Accredited Investor") which, prior to such transfer,
         delivers to the Certificate Registrar under the Pooling and Servicing
         Agreement, dated as of June 1, 2004, by and among J.P. Morgan
         Acceptance Corporation I, as Depositor, Wells Fargo Bank, N.A., as
         Master Servicer and as Securities Administrator, and Wachovia Bank,
         National Association, as Trustee, a signed letter in the form of this
         letter; and we further agree, in the capacities stated above, to
         provide to any person purchasing any of the Privately Offered
         Certificates from us a notice advising such purchaser that resales of
         the Privately Offered Certificates are restricted as stated herein.

(2)      We understand that, in connection with any proposed resale of any
         Privately Offered Certificates to an Institutional Accredited Investor,
         we will be required to furnish to the Certificate Registrar a
         certification from such transferee in the form hereof to confirm that
         the proposed sale is being made pursuant to an exemption from, or in a
         transaction not subject to, the registration requirements of the
         Securities Act. We further understand that the Privately Offered
         Certificates purchased by us will bear a legend to the foregoing
         effect.

                                       I-1

<PAGE>

(3)      We are acquiring the Privately Offered Certificates for investment
         purposes and not with a view to, or for offer or sale in connection
         with, any distribution in violation of the Securities Act. We have such
         knowledge and experience in financial and business matters as to be
         capable of evaluating the merits and risks of our investment in the
         Privately Offered Certificates, and we and any account for which we are
         acting are each able to bear the economic risk of such investment.

(4)      We are an Institutional Accredited Investor and we are acquiring the
         Privately Offered Certificates purchased by us for our own account or
         for one or more accounts (each of which is an Institutional Accredited
         Investor) as to each of which we exercise sole investment discretion.

(5)      We have received such information as we deem necessary in order to make
         our investment decision.

(6)      If we are acquiring ERISA-Restricted Certificates, we understand that
         in accordance with ERISA, the Code and the Exemption, no Plan and no
         person acting on behalf of such a Plan may acquire such Certificate
         except in accordance with Section 3.03(d) of the Pooling and Servicing
         Agreement.

         Terms used in this letter which are not otherwise defined herein have
the respective meanings assigned thereto in the Pooling and Servicing Agreement.

                                      I-2

<PAGE>

         You and the Certificate Registrar are entitled to rely upon this letter
and are irrevocably authorized to produce this letter or a copy hereof to any
interested party in any administrative or legal proceeding or official inquiry
with respect to the matters covered hereby.

                                        Very truly yours,

                                        ________________________________________
                                        [Purchaser]

                                        By: ____________________________________
                                            Name:
                                            Title:

                                      I-3

<PAGE>

                                    EXHIBIT J

                        FORM OF ERISA TRANSFER AFFIDAVIT

STATE OF NEW YORK                   )
                                    )   ss.:
COUNTY OF NEW YORK                  )

         The undersigned, being first duly sworn, deposes and says as follows:

         1.       The undersigned is the ______________________ of
______________ (the "Investor"), a [corporation duly organized] and existing
under the laws of __________, on behalf of which he makes this affidavit.

         2.       The Investor either (x) is not, and on ___________ [date of
transfer] will not be, an employee benefit plan or other retirement arrangement
subject to Section 406 of the Employee Retirement Income Security Act of 1974,
as amended ("ERISA"), or Section 4975 of the Internal Revenue Code of 1986, as
amended (the "Code"), (collectively, a "Plan") or a person acting on behalf of
any such Plan or investing the assets of any such Plan; (y) if the Certificate
has been the subject of an ERISA-Qualifying Underwriting, is an insurance
company that is purchasing the Certificate with funds contained in an "insurance
company general account" as defined in Section V(e) of Prohibited Transaction
Class Exemption ("PTCE") 95-60 and the purchase and holding of the Certificate
satisfy the requirements for exemptive relief under Sections I and III of PTCE
95-60; or (z) herewith delivers to the Certificate Registrar an opinion of
counsel satisfactory to the Certificate Registrar, and upon which the
Certificate Registrar, the Trustee, the Master Servicer, any Servicer, the
Depositor and the Securities Administrator shall be entitled to rely, to the
effect that the purchase or holding of such Certificate by the Investor will not
constitute or result in any non-exempt prohibited transactions under Title I of
ERISA or Section 4975 of the Code and will not subject the Certificate
Registrar, the Trustee, the Master Servicer, the Depositor, the Securities
Administrator or any Servicer to any obligation in addition to those undertaken
by such entities in the Pooling and Servicing Agreement, which opinion of
counsel shall not be an expense of the Trust Fund or the above parties.

         3.       The Investor hereby acknowledges that under the terms of the
Pooling and Servicing Agreement, dated as of June 1, 2004 (the "Agreement"), by
and among J.P. Morgan Acceptance Corporation I, as Depositor, Wells Fargo Bank,
N.A., as Master Servicer and as Securities Administrator, and Wachovia Bank,
National Association, as Trustee, no transfer of the ERISA-Restricted
Certificates shall be permitted to be made to any person unless the Certificate
Registrar has received a certificate from such transferee in the form hereof.

                                      J-1

<PAGE>

         IN WITNESS WHEREOF, the Investor has caused this instrument to be
executed on its behalf, pursuant to proper authority, by its duly authorized
officer, duly attested, this ____ day of _______________ 20___.

                                        ________________________________________
                                        [Investor]

                                        By: ____________________________________
                                            Name:
                                            Title:

ATTEST:

__________________________________________

STATE OF                            )
                                    )   ss.:
COUNTY OF                           )

         Personally appeared before me the above-named ________________, known
or proved to me to be the same person who executed the foregoing instrument and
to be the ____________________ of the Investor, and acknowledged that he
executed the same as his free act and deed and the free act and deed of the
Investor.

         Subscribed and sworn before me this _____ day of _________ 20___.

                                        ________________________________________
                                        NOTARY PUBLIC

                                        My commission expires the
                                        _____ day of __________ 20___.

                                      J-2

<PAGE>

                                    EXHIBIT K

                        FORM OF LETTER OF REPRESENTATIONS
                        WITH THE DEPOSITORY TRUST COMPANY

                    [On File with Securities Administrator]

                                      K-1

<PAGE>

                                   EXHIBIT L

                         FORM OF CUSTODIAN CERTIFICATION

[DATE]

J.P. Morgan Acceptance Corporation I
270 Park Avenue
New York, New York  10017

Wachovia Bank, National Association, as Trustee
401 South Tryon Street
Charlotte, North Carolina 28288-1179

         RE: J.P. Morgan Mortgage Trust 2004-A3, Mortgage Pass-Through
Certificates

Ladies and Gentlemen:

         Reference is hereby made to the Pooling and Servicing Agreement, dated
as of June 1, 2004 (the "Pooling and Servicing Agreement"), among J.P. Morgan
Acceptance Corporation I, as depositor, Wells Fargo Bank, N.A., in its dual
capacities as master servicer and securities administrator, and Wachovia Bank,
National Association, as trustee. Capitalized terms used but not defined herein
shall have the meanings provided in the Pooling and Servicing Agreement.

         In accordance with the provisions of Section 2.01 of the Pooling and
Servicing Agreement, the undersigned, as the Custodian, hereby certifies that,
as to each Mortgage Loan listed on the Mortgage Loan Schedule, it has reviewed
the Trustee Mortgage File and has determined that (a) all documents required to
be delivered to it pursuant to Section 2.01 (a) (i) through (ix) of the Pooling
and Servicing Agreement are in its possession; provided, that the Custodian has
no obligation to verify the receipt of any documents the existence of which was
not made known to the Custodian by the Trustee Mortgage File, and provided,
further, that the Custodian has no obligation to determine whether recordation
of any such modification is necessary (except as set forth in Section 2.01 of
the Pooling and Servicing Agreement); (b) such documents have been reviewed by
it (the "Verified Information") and appear regular on their face and to relate
to such Mortgage Loans, except as set forth in the attached exception report;
provided, however, that the Custodian makes no representation and has no
responsibilities as to the authenticity of such documents, their compliance with
applicable law, or the collectability of any of the Mortgage Loans relating
thereto; (c) based upon its examination, and only as to the foregoing documents,
the information set forth on the Mortgage Loan Schedule accurately reflects,
within permitted tolerances, the Verified Information with respect to each
Mortgage Loan; and (d) each Mortgage Note has been endorsed and each assignment
has been assigned as required under Section 2.01 of the Pooling & Servicing
Agreement.

                                        JPMORGAN CHASE BANK, as Custodian

                                        By: ____________________________________
                                            Name:
                                            Title:

                                      L-1

<PAGE>

                                    EXHIBIT M

                                   [RESERVED]

                                      M-1

<PAGE>

                                   SCHEDULE A

                             MORTGAGE LOAN SCHEDULE

                                    [On File]

                                      S-1