CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.,

                                    Depositor

                           DLJ MORTGAGE CAPITAL, INC.,

                                     Seller

                          WILSHIRE CREDIT CORPORATION,

                                    Servicer

                             VESTA SERVICING, L.P.,

                                Special Servicer

                                       and

                            THE CHASE MANHATTAN BANK,

                                     Trustee

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

                         POOLING AND SERVICING AGREEMENT
                            Dated as of July 1, 2001

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

                           CSFB TRUST SERIES 2001-S15
            CSFB MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2001-S15




<PAGE>



<TABLE>
<CAPTION>
                                                 Table of Contents
                                                                                                               Page
                                                                                                               ----
<S>                                                                                                            <C>
ARTICLE I
         DEFINITIONS.............................................................................................10

ARTICLE II

         CONVEYANCE OF MORTGAGE LOANS;
         REPRESENTATIONS AND WARRANTIES..........................................................................61
         SECTION 2.01.     Conveyance of Mortgage Loans..........................................................61
         SECTION 2.02.     Acceptance by the Trustee.............................................................67
         SECTION 2.03.     Representations and Warranties of the Seller, the Special Servicer and
                           Servicer..............................................................................69
         SECTION 2.04.     Representations and Warranties of the Depositor as to the Mortgage
                           Loans.................................................................................72
         SECTION 2.05.     Delivery of Opinion of Counsel in Connection with Substitutions.......................72
         SECTION 2.06.     Execution and Delivery of Certificates; Conveyance of Uncertificated
                           REMIC Regular Interests...............................................................72
         SECTION 2.07.     REMIC Matters.........................................................................73
         SECTION 2.08.     Covenants of the Servicer.............................................................74

ARTICLE III

         ADMINISTRATION AND SERVICING
         OF MORTGAGE LOANS.......................................................................................75
         SECTION 3.01.     Servicer to Service Mortgage Loans....................................................75
         SECTION 3.02.     Subservicing; Enforcement of the Obligations of Subservicers..........................77
         SECTION 3.03.     [Reserved]............................................................................78
         SECTION 3.04.     Trustee to Act as Servicer; The Special Servicer......................................78
         SECTION 3.05.     Collection of Mortgage Loans; Collection Accounts; Certificate
                           Account; Pre-Funding Account; Capitalized Interest Account............................79
         SECTION 3.06.     Establishment of and Deposits to Escrow Accounts; Permitted
                           Withdrawals from Escrow Accounts; Payments of Taxes, Insurance and Other
                           Charges; Simple Interest Excess Sub-Accounts; Deposits in Simple Interest Excess
                           Sub-Accounts..........................................................................83
         SECTION 3.07.     Access to Certain Documentation and Information Regarding the
                           Mortgage Loans; Inspections...........................................................85
         SECTION 3.08.     Permitted Withdrawals from the Collection Accounts and Certificate
                           Account...............................................................................85
         SECTION 3.09.     Maintenance of Hazard Insurance and Mortgage Impairment
                           Insurance; Claims; Restoration of Mortgaged Property..................................87


                                                         i

<PAGE>



         SECTION 3.10.     Enforcement of Due-on-Sale Clauses; Assumption Agreements.............................88
         SECTION 3.11.     Realization Upon Defaulted Mortgage Loans; Repurchase of Certain
                           Mortgage Loans........................................................................89
         SECTION 3.12.     Trustee to Cooperate; Release of Mortgage Files.......................................93
         SECTION 3.13.     Documents, Records and Funds in Possession of the Servicer to be
                           Held for the Trustee..................................................................94
         SECTION 3.14.     Servicing Fee.........................................................................95
         SECTION 3.15.     Access to Certain Documentation.......................................................95
         SECTION 3.16.     Annual Statement as to Compliance.....................................................95
         SECTION 3.17.     Annual Independent Public Accountants' Servicing Statement;
                           Financial Statements..................................................................96
         SECTION 3.18.     Maintenance of Fidelity Bond and Errors and Omissions Insurance.......................96
         SECTION 3.19.     Duties of the Loss Mitigation Advisor.................................................97
         SECTION 3.20.     Limitation Upon Liability of the Loss Mitigation Advisor..............................97
         SECTION 3.21.     Maintenance of Pool Insurance Policy..................................................98
         SECTION 3.22.     Maintenance of Special Hazard Insurance Policy........................................98

ARTICLE IV

         DISTRIBUTIONS AND
         ADVANCES BY THE SERVICER...............................................................................100
         SECTION 4.01.     Advances by the Servicer.............................................................100
         SECTION 4.02.     Priorities of Distribution...........................................................100
         SECTION 4.03.     [Reserved]...........................................................................106
         SECTION 4.04.     [Reserved]...........................................................................106
         SECTION 4.05.     Allocation of Realized Losses........................................................106
         SECTION 4.06.     Monthly Statements to Certificateholders.............................................107
         SECTION 4.07.     Certificate Insurer; Policy Matters..................................................109
         SECTION 4.08.     Distributions on the Uncertificated REMIC 1 Regular Interests........................112
         SECTION 4.09.     Distributions on the Uncertificated REMIC 2 Regular Interests........................115
         SECTION 4.10.     Basis Risk Reserve Fund..............................................................117
         SECTION 4.11.     Prepayment Penalties.................................................................118

ARTICLE V

         THE CERTIFICATES.......................................................................................119
         SECTION 5.01.     The Certificates.....................................................................119
         SECTION 5.02.     Certificate Register; Registration of Transfer and Exchange of
                           Certificates.........................................................................120
         SECTION 5.03.     Mutilated, Destroyed, Lost or Stolen Certificates....................................124
         SECTION 5.04.     Persons Deemed Owners................................................................124
         SECTION 5.05.     Access to List of Certificateholders' Names and Addresses............................124


                                                        ii

<PAGE>



         SECTION 5.06.     Maintenance of Office or Agency......................................................125

ARTICLE VI

         THE DEPOSITOR, THE SELLER AND THE SERVICER.............................................................126
         SECTION 6.01.     Respective Liabilities of the Depositor, the Sellers and the Servicers...............126
         SECTION 6.02.     Merger or Consolidation of the Depositor, the Seller or the Servicer.................126
         SECTION 6.03.     Limitation on Liability of the Depositor, the Seller, the Servicer and Others........126
         SECTION 6.04.     Limitation on Resignation of the Servicer............................................127

ARTICLE VII

         DEFAULT................................................................................................127
         SECTION 7.01.     Events of Default....................................................................127
         SECTION 7.02.     Trustee to Act; Appointment of Successor.............................................129
         SECTION 7.03.     Notification to Certificateholders...................................................130
         SECTION 7.04.     Termination by the Certificate Insurer...............................................131

ARTICLE VIII

         CONCERNING THE TRUSTEE.................................................................................133
         SECTION 8.01.     Duties of the Trustee................................................................133
         SECTION 8.02.     Certain Matters Affecting the Trustee................................................134
         SECTION 8.03.     Trustee Not Liable for Certificates or Mortgage Loans................................135
         SECTION 8.04.     Trustee May Own Certificates.........................................................135
         SECTION 8.05.     Trustee's Fees and Expenses..........................................................135
         SECTION 8.06.     Eligibility Requirements for the Trustee.............................................136
         SECTION 8.07.     Resignation and Removal of the Trustee...............................................136
         SECTION 8.08.     Successor Trustee....................................................................137
         SECTION 8.09.     Merger or Consolidation of the Trustee...............................................137
         SECTION 8.10.     Appointment of Co-Trustee or Separate Trustee........................................137
         SECTION 8.11.     Tax Matters..........................................................................139
         SECTION 8.12.     Periodic Filings.....................................................................141

ARTICLE IX

         TERMINATION............................................................................................142
         SECTION 9.01.     Termination upon Liquidation or Purchase of the Mortgage Loans.......................142
         SECTION 9.02.     Final Distribution on the Certificates...............................................142
         SECTION 9.03.     Additional Termination Requirements..................................................143



                                                        iii

<PAGE>



ARTICLE X

         MISCELLANEOUS PROVISIONS...............................................................................144
         SECTION 10.01.             Amendment...................................................................144
         SECTION 10.02.             Recordation of Agreement; Counterparts......................................146
         SECTION 10.03.             Governing Law...............................................................146
         SECTION 10.04.             [Reserved]..................................................................146
         SECTION 10.05.             Notices.....................................................................146
         SECTION 10.06.             Severability of Provisions..................................................147
         SECTION 10.07.             Assignment..................................................................147
         SECTION 10.08.             Limitation on Rights of Certificateholders..................................148
         SECTION 10.09.             Certificates Nonassessable and Fully Paid...................................148


EXHIBITS
         EXHIBIT A.                 Form of Class A Certificates................................................A-1
         EXHIBIT B.                 Form of Subordinate Certificate.............................................B-1
         EXHIBIT C.                 Form of Residual Certificate................................................C-1
         EXHIBIT D.                 Form of Notional Amount Certificate.........................................D-1
         EXHIBIT E.                 Form of Principal Only Certificate..........................................E-1
         EXHIBIT F.                 Form of Class P Certificate.................................................F-1
         EXHIBIT G.                 Form of Reverse Certificates................................................G-1
         EXHIBIT H.                 Form of Initial Certification (and Subsequent Certification) of
                                    Custodian...................................................................H-1
         EXHIBIT I.                 Form of Final Certification of Custodian....................................I-1
         EXHIBIT J.                 Transfer Affidavit..........................................................J-1
         EXHIBIT K.                 Form of Transferor Certificate..............................................K-1
         EXHIBIT L.                 Form of Investment Letter (Non-Rule 144A)...................................L-1
         EXHIBIT M.                 Form of Rule 144A Letter....................................................M-1
         EXHIBIT N.                 Request for Release.........................................................N-1
         EXHIBIT O.                 Subsequent Transfer Agreement...............................................O-1
         EXHIBIT P-1.               Form of Collection Account Certification..................................P-1-1
         EXHIBIT P-2.               Form of Collection Account Letter Agreement...............................P-2-1
         EXHIBIT Q-1.               Form of Escrow Account Certification......................................Q-1-1
         EXHIBIT Q-2.               Form of Escrow Account Letter Agreement...................................Q-2-1
         EXHIBIT R.                 Form of Monthly Remittance Advice...........................................R-1
         EXHIBIT S.                 Form of Custodial Agreement.................................................S-1
         EXHIBIT T.                 Form of Certificate Insurance Policy........................................T-1
         EXHIBIT U.                 Pool Insurance Policy.......................................................U-1
         EXHIBIT V.                 Special Hazard Insurance Policy.............................................V-1
         SCHEDULE I                 Mortgage Loan Schedule......................................................I-1
         SCHEDULE II                Seller's Representations and Warranties....................................II-1
         SCHEDULE III               Special Servicer's Representations and Warranties.........................III-1
         SCHEDULE IV                Servicer's Representations and Warranties..................................IV-1
         SCHEDULE V                 Representations and Warranties for the Mortgage Loans.......................V-1
         SCHEDULE VI                Class II-A-IO Notional Amount..............................................VI-1
</TABLE>


                                                        iv

<PAGE>



                  THIS POOLING AND SERVICING AGREEMENT, dated as of July 1,
2001, among CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP., a Delaware
corporation, as depositor (the "Depositor"), DLJ MORTGAGE CAPITAL , INC., a
Delaware corporation, as Seller (the "Seller"), WILSHIRE CREDIT CORPORATION, a
Nevada corporation, as the Servicer (in such capacity, the "Servicer"), VESTA
SERVICING, L.P., as the special servicer (the "Special Servicer") and THE CHASE
MANHATTAN BANK, a New York banking corporation, as trustee (the "Trustee").

                                 WITNESSETH THAT

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

                              PRELIMINARY STATEMENT

                                     REMIC 1
                                     -------

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


                         Uncertificated REMIC 1        Initial Uncertificated
   Designation             Pass-Through Rate                   Balance

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

       I-LT                   Variable(1)            $             95,951,067.40
      I-LT-P                  Variable(1)            $                    100.00
      A-R-1                   Variable(2)            $                    100.00
      I-LT-R                  Variable (1)           $                    200.00
      II-LTA                  Variable(1)            $             68,131,750.00
      II-LTB                  Variable (1)           $              1,875,749.00
      II-LTC                  Variable (1)           $              1,874,063.00
      II-LTD                  Variable (1)           $              1,874,063.00
      II-LTE                  Variable (1)           $              3,748,125.00
      II-LTF                  Variable (1)           $              3,748,125.00
      II-LTG                  Variable (1)           $              3,748,125.00
___________________

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

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


                                        5

<PAGE>



                                     REMIC 2
                                     -------

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




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

----------------    ------------------------------   --------------------------
      MT-I-A1                 Variable (1)           $             73,015,039.00
      MT-I-A3                 Variable (1)           $              2,441,197.00
      MT-I-A4                 Variable (1)           $              7,301,504.00
      MT-I-B1                 Variable (1)           $              8,635,632.00
      MT-I-B2                 Variable (1)           $              4,557,695.40
       MT-I-R                 Variable (1)           $                    100.00
      MT-I-P                  Variable (1)           $                    100.00
       A-R-2                  Variable (2)           $                    100.00
      MT-II-1                 Variable (1)           $             83,300,000.00
      MT-II-2                 Variable (1)           $                626,875.00
      MT-II-3                 Variable (1)           $                 91,375.00
      MT-II-4                 Variable (1)           $                 78,625.00
      MT-II-5                 Variable (1)           $                 53,125.00
      MT-II-6                 Variable (1)           $                850,000.00
     MT-II-IO                    7.00%               $                  0.00 (3)
___________________

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

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

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




                                        6

<PAGE>



                                     REMIC 3
                                     -------

                  As provided herein, an election will be made to treat the
segregated pool of assets consisting of the Uncertificated REMIC 2 Regular
Interests (exclusive of the Pre-Funding Account, the Capitalized Interest
Account and the Basis Risk Reserve Fund) as a REMIC for federal income tax
purposes, and such segregated pool of assets will be designated as REMIC 3. The
Class A-R-3 Certificates will represent the sole class of "residual interests"
in REMIC 3 for purposes of the REMIC Provisions under federal income tax law.

                  The following table sets forth characteristics of the
Certificates, together with the minimum denominations and integral multiples in
excess thereof in which such Classes shall be issuable (except that one
Certificate of each Class of Certificates may be issued in a different amount
and, in addition, one Residual Certificate representing the Tax Matters Person
Certificate may be issued in a different amount). The latest possible maturity
date (determined solely for purposes of satisfying Treasury regulation Section
1.860G-1(a)(4)(iii)) of each Class of Certificates shall be the Latest Possible
Maturity Date as defined herein.

<TABLE>
<CAPTION>
                                                                                                       Integral
                                                                                                     Multiples in
                            Class Certificate             Pass-Through              Minimum           Excess of
                                 Balance                      Rate               Denomination          Minimum
                                 -------                      ----               ------------          -------
<S>                         <C>                          <C>                     <C>                 <C>
Class I-A-1                   $73,015,039.00             Adjustable (1)             $25,000               $1
Class I-A-2                            (2)               Adjustable (1)            $100,000               $1
Class I-A-3                   $ 2,441,197.00                0.00%(3)                $25,000               $1
Class I-A-4                   $ 7,301,504.00             Adjustable (1)             $25,000               $1
Class P                       $       100.00             Variable (4)                  $100               N/A
Class A-R-1                   $       100.00             Variable (4)                  $100               N/A
Class A-R-2                   $       100.00             Variable (4)                  $100               N/A
Class A-R-3                   $       100.00             Variable (4)                  $100               N/A
Class I-B-1                   $ 8,635,632.00             Variable (5)               $25,000               $1
Class I-XB-1                           (2)                  7.75%                  $100,000               $1
Class I-B-2                   $ 4,557,695.40             Variable (5)               $25,000               $1
Class I-XB-2                           (2)                  8.25%                  $100,000               $1
Class II-A-1                  $62,687,500.00             Adjustable (1)             $25,000
Class II-A-IO                          (6)                  7.00%                  $100,000               $1
Class II-M-1                  $ 9,137,500.00             Adjustable (1)             $25,000               $1
Class II-M-2                  $ 7,862,500.00             Adjustable (1)             $25,000               $1
Class II-B                    $ 5,312,500.00             Adjustable (1)             $25,000               $1
Class II-X                             (7)               Adjustable (8)             $25,000               $1
</TABLE>

_______________

(1)      The Class I-A-1, Class I-A-2, Class I-A-4, Class II-A-1, Class II-M-1,
         Class II-M-2 and Class II-B Certificates are adjustable rate and will
         receive interest pursuant to formulas based on LIBOR, subject to a cap
         and a floor.


                                        7

<PAGE>



(2)      These Certificates are interest only certificates, will have no
         principal balance and will accrue interest on their related notional
         amount. The initial notional amounts of the Class I-A-2, Class I-XB-1
         and Class I-XB-2 Certificates will be approximately $80,316,543.00
         $1,259,130.86, and $348,042.00.00, respectively. For federal income tax
         purposes, however, the initial notional amounts of the Class I-XB-1 and
         Class I-XB-2 Certificates will be approximately $8,635,632.00 and
         $4,557,695.40, respectively.

(3)      The Class I-A-3 Certificates will not receive any distributions of
         interest.

(4)      The initial pass-through rates on the Class P, Class A-R-1, Class A-R-2
         and Class A-R-3 Certificates will be approximately 8.8834% per annum
         and will vary after the first Distribution Date.

(5)      The initial pass-through rates on the Class I-B-1 and Class I-B-2
         Certificates will be approximately 7.75% and 8.25%, respectively per
         annum and will vary after the first Distribution Date.

(6)      These Certificates are interest only certificates, will have no
         principal balance and will accrue interest on their related notional
         amount for the first 36 Distribution Dates. For any Distribution Date,
         the notional amount of the Class II-A-IO Certificates will be equal to
         the lesser of (i) the Notional Amount for such Distribution Date and
         (ii) the Group II Aggregate Collateral Balance immediately prior to
         such Distribution Date. The initial notional amount of the Class
         II-A-IO Certificates is $16,868,250.00.

(7)      The Class II-X Certificates will have no principal balance and will
         accrue interest on its notional amount. For any Distribution Date, the
         notional amount of the Class II-X Certificates will be equal to the
         Group II Aggregate Collateral Balance immediately prior to such
         Distribution Date. The initial notional amount of the Class II-X
         Certificates is $85,000,000.00.

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

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


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

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

Group I Certificates............................ Class I-A-1, Class I-A-2, Class I-A-3, Class I-A-4,
                                                 Class A-R, Class P, Class I-B-1, Class I-XB-1, Class I-
                                                 B-2 and Class I-XB-2 Certificates.

Group II Certificates........................... Class II-A-1, Class II-A-IO, Class II-M-1, Class II-M-
                                                 2, Class II-B and Class II-X Certificates.

LIBOR Certificates:............................. Class I-A-1, Class I-A-2, Class I-A-4, Class II-A-1,
                                                 Class II-M-1, Class II-M-2 and Class II-B Certificates.



                                                         8

<PAGE>




Notional Amount Certificates.................... Class I-A-2, Class I-XB-1, Class I-XB-2, Class II-A-IO
                                                 and Class II-X Certificates.

Class I-A Certificates.......................... Class I-A-1, Class I-A-2, Class I-A-3 and Class I-A-4
                                                 Certificates.

Class II-A Certificates......................... Class II-A-1 and Class II-A-IO Certificates.

Class A-R Certificates.......................... Class A-R-1, Class A-R-2 and Class A-R-3
                                                 Certificates.

Class I-B Certificates.......................... Class I-B-1 and Class I-B-2 Certificates.

Class I-XB Certificates......................... Class I-XB-1 Certificates and Class I-XB-2
                                                 Certificates.

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

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

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

Principal Only Certificates..................... Class I-A-3 Certificates.

Private Certificates............................ Class P and Class II-X Certificates.

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

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

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

Senior Certificates............................. Class I-A-1, Class I-A-2, Class I-A-3, Class I-A-4,
                                                 Class P, Class II-A-1, Class II-A-IO and Class A-R
                                                 Certificates.

Senior Support Certificates..................... Class I-A-4 Certificates.

Super Senior Certificates....................... Class I-A-1 Certificates.

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

Explanatory Note................................ The Certificates whose class designation begins or
                                                 ends with "I" correspond to Loan Group I.  The
                                                 Certificates whose class designation begins or ends
                                                 with "II" correspond to Loan Group II.  The Class P
                                                 Certificates correspond to Loan Group I with respect to
                                                 principal and interest distributions, and correspond to
                                                 both groups with respect to prepayment penalties.
</TABLE>




                                        9

<PAGE>



                                    ARTICLE I

                                   DEFINITIONS

         SECTION 1.01. Whenever used in this Agreement, the following words and
phrases, unless the context otherwise requires, shall have the following
meanings:

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

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

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

                  AGGREGATE LOAN BALANCE: As of any date of determination will
be equal to the aggregate of the Stated Principal Balances of the Mortgage Loans
as of the last day of the prior month.

                  AGGREGATE LOAN GROUP BALANCE: As to any Loan Group and as of
any date of determination will be equal to the aggregate of the Stated Principal
Balances of the Mortgage Loans in that Loan Group as of the last day of the
prior month.

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

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

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

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


                                       10

<PAGE>



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

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

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

                  AVAILABLE FUNDS: With respect to any Distribution Date and
each Loan Group the sum of (i) all related Scheduled Payments (net of the
related Expense Fees) due on the Due Date in the month in which such
Distribution Date occurs and received prior to the related Determination Date,
together with any Advances in respect thereof; (ii) all related Insurance
Proceeds and Liquidation Proceeds received during the month preceding the month
of such Distribution Date; (iii) all Curtailments and Payoffs received during
the Prepayment Period applicable to such Distribution Date (excluding Prepayment
Penalties); (iv) related amounts received with respect to such Distribution Date
as the Substitution Adjustment Amount or Repurchase Price, in each case reduced
by amounts in reimbursement for Advances previously made and other amounts as to
which the Servicer is entitled to be reimbursed pursuant to Section 3.08; (v)
related Compensating Interest Payments for such Distribution Date; and (vi) with
respect to the Distribution Date in October 2001, the amount remaining in the
Pre-Funding Account at the end of the Pre-Funding Period.

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

                  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
Servicer has notified the Trustee in writing that the 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 Servicer, in
either case without giving effect to any Debt Service Reduction or Deficient
Valuation.

                  BANKRUPTCY LOSS AMOUNT: As of any date of determination, an
amount equal to $100,000, reduced by any Bankruptcy Losses previously covered by
the Mortgage Pool Insurance Policy and Bankruptcy Losses previously allocated to
the Class I-B Certificates.

                  BASIS RISK RESERVE FUND: The separate Eligible Account created
and initially maintained by the Trustee pursuant to Section 4.10 in the name of
the Trustee for the benefit of the Certificateholders and designated "The Chase
Manhattan Bank in trust for registered holders of Credit Suisse First Boston
Mortgage Securities Corp., Mortgage Pass-Through Certificates, Series 2001-S15."
Funds in the Basis Risk Reserve Fund shall be held in trust for the holders of
the Class II-A-1, Class II-M-1, Class II-M-2 and Class II-B Certificates for the
uses and purposes set forth in


                                       11

<PAGE>



this Agreement. The Basis Risk Reserve Fund will be an "outside reserve fund"
within the meaning of Treasury regulation Section 1.860G-2(h) established and
maintained pursuant to Section 4.10. The Basis Risk Reserve Fund is not an asset
of any REMIC. Ownership of the Basis Risk Reserve Fund is evidenced by the Class
II-X Certificates.

                  BASIS RISK SHORTFALL: For any Class of LIBOR Certificates
(other than the Class I-A- 1, Class I-A-2 and Class I-A-4 Certificates) and any
Distribution Date, the sum of: (i) the excess, if any, of the related Current
Interest calculated on the basis of the lesser of (x) LIBOR plus the applicable
Certificate Margin and (y) the Maximum Interest Rate over the related Current
Interest for the applicable Distribution Date; (ii) any Basis Risk Shortfall
remaining unpaid from prior Distribution Dates; and (iii) 30 days interest on
the amount in clause (ii) calculated at a per annum rate equal to the lesser of
(x) the LIBOR plus the applicable Certificate Margin and (y) Maximum Interest
Rate.

                  BOOK-ENTRY CERTIFICATES: As specified in the Preliminary
Statement.

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

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

                  CAPITALIZED INTEREST DEPOSIT:  $19,047.

                  CAPITALIZED INTEREST REQUIREMENT: With respect to the August
2001 Distribution Date, the excess, if any, of (A) an amount equal to 27 days of
interest accruing at a per annum rate equal to the greater of (i) the sum of (a)
the weighted average Pass-Through Rate of the Group II Certificates and (b)
2.50% on the Pre-Funded Amount outstanding at the end of the related Due Period
and (ii) a per annum rate equal to 12.11% on a balance equal to the Aggregate
Collateral Balance at the beginning of the related Interest Accrual Period, over
(B) the Group II Interest Remittance Amount for such Distribution Date (without
regard to amounts withdrawn from the Capitalized Interest Account referenced in
clause (5) of the definition of Group II Interest Remittance Amount). With
respect to each of the September and October 2001 Distribution Dates, the
excess, if any, of (A) an amount equal to interest accruing during the related
Interest Accrual Period at a per annum rate equal to the greater of (i) the sum
of (a) the weighted average Pass-Through Rate of the Group II Certificates and
(b) 2.50% on the sum of the Pre-Funded Amount at the end of the related Due
Period and the aggregate Stated Principal Balance of the Subsequent Mortgage
Loans that do not have a first Due Date prior to August 1, 2001 and September 1,
2001, respectively, transferred to the Trust during the related Due Period and
(ii) a per annum rate equal to 12.11% on a balance


                                       12

<PAGE>



equal to the Aggregate Collateral Balance at the beginning of the related
Interest Accrual Period, over (B) the Group II Interest Remittance Amount for
such Distribution Date (without regard to amounts withdrawn from the Capitalized
Interest Account referenced in clause (5) of the definition of Group II Interest
Remittance Amount).

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

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

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

                  CERTIFICATE BALANCE: With respect to any Certificate at any
date, the maximum dollar amount of principal to which the Holder thereof is then
entitled hereunder, such amount being equal to the Denomination thereof minus
the sum of (i) all distributions of principal previously made with respect
thereto and (ii) all Realized Losses allocated thereto and, in the case of any
Subordinate Certificates, all other reductions in Certificate Balance previously
allocated thereto pursuant to Section 4.05.

                  CERTIFICATE GROUP: Any of the Group I Certificates or Group II
Certificates, as the context requires.

                  CERTIFICATE INSURANCE ACCOUNT: As defined in Section 4.07(c).

                  CERTIFICATE INSURANCE POLICY: The certificate insurance policy
for the Class I-A-1 Certificates.

                  CERTIFICATE INSURER: Ambac Assurance Corporation, a
Wisconsin-domiciled stock insurance corporation regulated by the Office of the
Commissioner of Insurance of the State of Wisconsin, or any successor thereto.


                                       13

<PAGE>



                  CERTIFICATE INSURER DEFAULT:  As defined in Section 4.07(l).

                  CERTIFICATE INSURER PREMIUM: With respect to any Distribution
Date and the Insured Certificates, an amount equal to 1/12th of the product of
(a) the Class Principal Balance of the Class I-A-1 Certificates as of such
Distribution Date (after giving effect to any distributions thereon on such
Distribution Date) and (b) the Premium Percentage.

                  CERTIFICATE MARGIN: As to each Class of LIBOR Certificates
(other than the Class I-A- 1 Certificates, Class I-A-2 Certificates and Class
I-A-4 Certificates), the applicable amount set forth below:

<TABLE>
<CAPTION>
                                     CLASS                                    CERTIFICATE MARGIN
                                     -----                                    ------------------
<S>                                  <C>                              <C>                           <C>
                                                                       (1)                           (2)
                                     II-A-1                           0.40%                         0.80%
                                     II-M-1                           1.00%                         1.50%
                                     II-M-2                           1.50%                         2.00%
                                      II-B                            2.85%                         3.35%
</TABLE>

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

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

                  CERTIFICATE REGISTER: The register maintained pursuant to
Section 5.02.

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

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

                  CLASS A-R PASS-THROUGH RATE: With respect to any Distribution
Date and the Class A-R-1, Class A-R-2 and Class A-R-3 Certificates, a per annum
rate equal to the weighted average of the Net Mortgage Rates for the Group I
Mortgage Loans.


                                       14

<PAGE>



                  CLASS I-A-1 CERTIFICATE INSURANCE POLICY: The irrevocable
Certificate Guaranty Insurance Policy No. AB0480BE, including any endorsements
thereto, issued by the Certificate Insurer with respect to the Insured
Certificates, in the form attached hereto as Exhibit T.

                  CLASS I-A-1 PASS-THROUGH RATE: With respect to the initial
Interest Accrual Period is 4.73% per annum, and as to any Interest Accrual
Period thereafter, will be a per annum rate equal to LIBOR plus 0.75% per annum,
subject to a maximum rate equal to approximately 103.0395% times the weighted
average of the Net Mortgage Rates for the Group I Mortgage Loans minus 0.17% per
annum, and subject to a minimum rate of 0.75% per annum. For federal income tax
purposes, however, with respect to any Interest Accrual Period, will be a per
annum rate equal to LIBOR plus 0.75% per annum, subject to a maximum rate equal
to approximately 103.0395% times the weighted average of the Uncertificated
Pass-Through Rates for the Uncertificated REMIC 2 Group I Regular Interests
minus 0.17% per annum, and subject to a minimum rate of 0.75% per annum.

                  CLASS I-A-2 NOTIONAL AMOUNT: With respect to any Distribution
Date will equal the aggregate Class Principal Balance of the Class I-A-1
Certificates and Class I-A-4 Certificates; provided, however, for federal income
tax purposes such Notional Amount will equal the aggregate of the Uncertificated
Principal Balances of Uncertificated REMIC 2 Regular Interest MT-I-A1 and
Uncertificated REMIC 2 Regular Interest MT-I-A4.

                  CLASS I-A-2 PASS-THROUGH RATE: With respect to the initial
Interest Accrual Period is approximately 4.25% per annum, and as to any Interest
Accrual Period thereafter, will be a per annum rate equal to approximately
103.0395% times the weighted average of the Net Mortgage Rates for the Group I
Mortgage Loans minus the sum of LIBOR and 0.92% per annum, subject to a maximum
rate equal to approximately 103.0395% times the weighted average of the Net
Mortgage Rates for the Group I Mortgage Loans minus the sum of (i) the Class
I-A-1 Pass-Through Rate and (ii) 0.17% per annum, and subject to a minimum rate
of 0.00% per annum. For federal income tax purposes, however, with respect to
any Interest Accrual Period, will be a per annum rate equal to 103.0395% times
the weighted average of the Uncertificated Pass-Through Rates for the
Uncertificated REMIC 2 Group I Regular Interests minus the sum of LIBOR and
0.92% per annum, subject to a maximum rate equal to 103.0395% times the weighted
average of the Uncertificated Pass-Through Rates for the Uncertificated REMIC 2
Group I Regular Interests minus the sum of (i) a per annum rate equal to (x)
LIBOR plus 0.75% per annum, subject to a maximum rate equal to 103.0395% times
the weighted average of the Uncertificated Pass-Through Rates for the
Uncertificated REMIC 2 Group I Regular Interests minus 0.17% per annum, and
subject to a minimum rate of 0.75% per annum and (ii) 0.17% per annum, and
subject to a minimum rate of 0.00% per annum.

                  CLASS I-A-3 PASS-THROUGH RATE: With respect to any Interest
Accrual Period, 0.00% per annum.

                  CLASS I-A-4 PASS-THROUGH RATE: With respect to the initial
Interest Accrual Period is 4.90% per annum, and as to any Interest Accrual
Period thereafter, will be a per annum rate equal to LIBOR for such Distribution
Date plus 0.92% per annum (subject to a maximum rate equal to approximately
103.0395% times the weighted average of the Net Mortgage Rates for the Group I
Mortgage Loans and a minimum rate of 0.92% per annum). For federal income tax
purposes,


                                       15

<PAGE>



however, with respect to any Interest Accrual Period, will be a per annum rate
equal to LIBOR plus 0.92% per annum, subject to a maximum rate equal to
103.0395% times the weighted average of the Uncertificated Pass-Through Rates
for the Uncertificated REMIC 2 Group I Regular Interests, and subject to a
minimum rate of 0.92% per annum.

                  CLASS I-B-1 PASS-THROUGH RATE: The interest rate on the Class
I-B-1 Certificates will equal, on any Distribution Date, a per annum rate equal
to the weighted average of the related Net Mortgage Rates for the Group I
Mortgage Loans minus 1.13% per annum. The initial Class I-B-1 Pass-Through Rate
will be 7.75% per annum. For federal income tax purposes, however, the interest
rate on the Class I-B-1 Certificates will equal, on any Distribution Date, a per
annum rate equal to the weighted average of the Uncertificated Pass-Through
Rates for the Uncertificated REMIC 2 Group I Regular Interests minus 1.13% per
annum.

                  CLASS I-B-2 PASS-THROUGH RATE: The interest rate on the Class
I-B-2 Certificates will equal, on any Distribution Date, a per annum rate equal
to the weighted average of the related Net Mortgage Rates for the Group I
Mortgage Loans minus 0.63% per annum. The initial Class I-B-2 Pass-Through Rate
will be 8.25% per annum. For federal income tax purposes, however, the interest
rate on the Class I-B-2 Certificates will equal, on any Distribution Date, a per
annum rate equal to the weighted average of the Uncertificated Pass-Through
Rates for the Uncertificated REMIC 2 Group I Regular Interests minus 0.63% per
annum.

                  CLASS I-XB-1 NOTIONAL AMOUNT: With respect to any Distribution
Date will equal the product of (i) a fraction expressed as a percentage, the
numerator of which is equal to 1.13%, and the denominator of which is equal to
7.75% and (ii) the Class Principal Balance of the Class I-B-1 Certificates. For
federal income tax purposes, however, with respect to any Distribution Date the
Class I-XB-1 Notional Amount will equal the Uncertificated Principal Balance of
Uncertificated REMIC 2 Regular Interest MT-I-B1.

                  CLASS I-XB-1 PASS-THROUGH RATE: With respect to any
Distribution Date will equal 7.75% per annum. For federal income tax purposes,
however, the Class I-XB-1 Pass-Through Rate will equal 1.13% per annum.

                  CLASS I-XB-2 NOTIONAL AMOUNT: With respect to any Distribution
Date will equal the product of (i) a fraction expressed as a percentage, the
numerator of which is equal to 0.63%, the denominator of which is equal to 8.25%
and (ii) the Class Principal Balance of the Class I-B-2 Certificates. For
federal income tax purposes, however, with respect to any Distribution Date the
Class I-XB-2 Notional Amount will equal the Uncertificated Principal Balance of
Uncertificated REMIC 2 Regular Interest MT-I-B2.

                  CLASS I-XB-2 PASS-THROUGH RATE: With respect to any
Distribution Date will equal 8.25% per annum. For federal income tax purposes,
however, the Class I-XB-2 Pass-Through Rate will equal 0.63% per annum.

                  CLASS II-A-1 PASS-THROUGH RATE: With respect to the initial
Interest Accrual Period is approximately 4.18375% per annum, and as to any
Interest Accrual Period thereafter, will be a


                                       16

<PAGE>



per annum rate equal to the lesser of (i) the sum of LIBOR plus the related
Certificate Margin and (ii) the Group II Net Funds Cap.

                  CLASS II-A-IO NOTIONAL AMOUNT: With respect to any
Distribution Date will equal the lesser of (i) the amount set forth on Schedule
VI attached hereto for such Distribution Date and (ii) the Group II Aggregate
Collateral Balance; provided, however, for federal income tax purposes such
Notional Amount will equal the Uncertificated Notional Amount of Uncertificated
REMIC 2 Regular Interest MT-II-IO.

                  CLASS II-B PASS-THROUGH RATE: With respect to the initial
Interest Accrual Period is approximately 6.63375% per annum, and as to any
Interest Accrual Period thereafter, will be a per annum rate equal to the lesser
of (i) the sum of LIBOR plus the related Certificate Margin and (ii) the Group
II Net Funds Cap.

                  CLASS II-B PRINCIPAL PAYMENT AMOUNT: For any Distribution Date
on or after the Stepdown Date and as long as a Trigger Event is not in effect
with respect to such Distribution Date, will be the amount, if any, by which (x)
the sum of (i) the aggregate Class Principal Balances of the Class II-A-1, Class
II-M-1 and Class II-M-2 Certificates, in each case, after giving effect to
payments on such Distribution Date and (ii) the Class Principal Balance of the
Class II-B Certificates immediately prior to such Distribution Date exceeds (y)
the lesser of (A) the product of (i) 89.00% and (ii) the Group II Aggregate
Collateral Balance for such Distribution Date and (B) the amount, if any, by
which (i) the Group II Aggregate Collateral Balance for such Distribution Date
exceeds (ii) 0.50% of the Group II Aggregate Collateral Balance as of the
Cut-off Date.

                  CLASS II-M-1 PASS-THROUGH RATE: With respect to the initial
Interest Accrual Period is 4.78375% per annum, and as to any Interest Accrual
Period thereafter, will be a per annum rate equal to the lesser of (i) the sum
of LIBOR plus the related Certificate Margin and (ii) the Group II Net Funds
Cap.

                  CLASS II-M-1 PRINCIPAL PAYMENT AMOUNT: For any Distribution
Date on or after the Stepdown Date and as long as a Trigger Event is not in
effect with respect to such Distribution Date, will be the amount, if any, by
which (x) the sum of (i) the aggregate Class Principal Balances of the Class
II-A-1 Certificates after giving effect to payments on such Distribution Date
and (ii) the Class Principal Balance of the Class II-M-1 Certificates
immediately prior to such Distribution Date exceeds (y) the lesser of (A) the
product of (i) 58.00% and (ii) the Group II Aggregate Collateral Balance for
such Distribution Date and (B) the amount, if any, by which (i) the Group II
Aggregate Collateral Balance for such Distribution Date exceeds (ii) 0.50% of
the Group II Aggregate Collateral Balance as of the Cut-off Date.

                  CLASS II-M-2 PASS-THROUGH RATE: With respect to the initial
Interest Accrual Period is 5.28375% per annum, and as to any Interest Accrual
Period thereafter, will be a per annum rate equal to the lesser of (i) the sum
of LIBOR plus the related Certificate Margin and (ii) the Group II Net Funds
Cap.

                  CLASS II-M-2 PRINCIPAL PAYMENT AMOUNT: For any Distribution
Date on or after the Stepdown Date and as long as a Trigger Event has not
occurred with respect to such Distribution


                                       17

<PAGE>



Date, will be the amount, if any, by which (x) the sum of (i) the aggregate
Class Principal Balances of the Class II-A-1 Certificates and the Class II-M-1
Certificates, in each case, after giving effect to payments on such Distribution
Date and (ii) the Class Principal Balance of the Class II-M-2 Certificates
immediately prior to such Distribution Date exceeds (y) the lesser of (A) the
product of (i) 76.50% and (ii) the Group II Aggregate Collateral Balance for
such Distribution Date and (B) the amount, if any, by which (i) the Group II
Aggregate Collateral Balance for such Distribution Date exceeds (ii) 0.50% of
the Group II Aggregate Collateral Balance as of the Cut-off Date.

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

                  CLASS II-X NOTIONAL AMOUNT: Immediately prior to any
Distribution Date, with respect to the Class II-X Certificates, an amount equal
to the aggregate of the Uncertificated Principal Balances of the Uncertificated
REMIC 2 Group II Regular Interests (other than Uncertificated REMIC 2 Regular
Interest MT-II-IO).

                  CLASS INTEREST SHORTFALL: As to any Distribution Date and
Class, the amount by which the amount described in clause (i) of the definition
of Interest Distribution Amount for such Class, exceeds the amount of interest
actually distributed on such Class on such Distribution Date.

                  CLASS P PASS-THROUGH RATE: With respect to any Distribution
Date and the Class P Certificates, a per annum rate equal to the weighted
average of the Net Mortgage Rates for the Group I Mortgage Loans. For federal
income tax purposes, however, with respect to any Distribution Date and the
Class P Certificates, a per annum rate equal to the weighted average of the
Uncertificated Pass-Through Rates for the Uncertificated REMIC 2 Group I Regular
Interests.

                  CLASS PRINCIPAL BALANCE: With respect to any Class and as to
any date of determination, the aggregate of the Certificate Balances of all
Certificates of such Class as of such date. Exclusively for the purpose of
determining any subrogation rights of the Certificate Insurer arising under
Section 4.07 hereof, "Certificate Balance" of the Insured Certificates shall not
be reduced by the amount of any payments made by the Certificate Insurer in
respect of principal on such Certificates under the related Certificate
Insurance Policy, except to the extent such payment shall have been reimbursed
to the Certificate Insurer pursuant to the provisions of this Agreement.

                  CLASS UNPAID INTEREST AMOUNTS: As to any Distribution Date and
Class of interest- bearing Certificates, the amount by which the aggregate Class
Interest Shortfalls for such Class on prior Distribution Dates exceeds the
amount distributed on such Class on prior Distribution Dates.

                  CLOSING DATE:  July 30, 2001.

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

                  COLLECTION ACCOUNTS: The accounts established and maintained
by the Servicer in accordance with Section 3.05.


                                       18

<PAGE>



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

                  COMPENSATING INTEREST PAYMENT: For any Distribution Date and
for any Loan Group, the lesser of (i) an amount equal to 1/12th of 0.25% times
the aggregate Stated Principal Balance of the Mortgage Loans in that Loan Group
as of the Due Date in the month of such Distribution Date (prior to giving
effect to any Scheduled Payments due on such Mortgage Loans on such Due Date)
and (ii) the aggregate Prepayment Interest Shortfall related to that Loan Group
for the immediately preceding Collection Period.

                  CORPORATE TRUST OFFICE: The designated office of the Trustee
in the State of New York at which at any particular time its corporate trust
business with respect to this Agreement shall be administered, which office at
the date of the execution of this Agreement is located at 450 West 33rd Street,
14th Floor, New York, New York 10001, Attention: ITS: CSFB-2001-S15. For
purposes of Section 5.06, however, such term shall mean the office of the
Trustee's agent, Chase Manhattan Trust Company, National Association, located at
1650 Market Street, Suite 5210, Philadelphia, Pennsylvania 19103, or such other
office as the Trustee shall designate.

                  CORRESPONDING CERTIFICATE: With respect to (i) Uncertificated
REMIC 2 Regular Interest MT-I-A1, (ii) Uncertificated REMIC 2 Regular Interest
MT-I-A3, (iii) Uncertificated REMIC 2 Regular Interest MT-I-A4, (iv)
Uncertificated REMIC 2 Regular Interest MT-I-B1, (v) Uncertificated REMIC 2
Regular Interest MT-I-B2, (vi) Uncertificated REMIC 2 Regular Interest MT-I-R
and (vii) Uncertificated REMIC 2 Regular Interest MT-I-P, the (i) Class I-A-1
Certificates, (ii) Class I-A-3 Certificates, (iii) Class I-A-4 Certificates,
(iv) Class I-B-1 Certificates, (v) Class I-B- 2 Certificates, (vi) the Class
A-R-3 Certificates and (vii) the Class P Certificates. With respect to (i)
Uncertificated REMIC 2 Regular Interest MT-II-2, (ii) Uncertificated REMIC 2
Regular Interest MT-II-3, (iii) Uncertificated REMIC 2 Regular Interest MT-II-4,
and (iv) Uncertificated REMIC 2 Regular Interest MT-II-5, the (i) Class II-A-1
Certificates, (ii) Class II-M-1 Certificates, (iii) Class II-M-2 Certificates
and (iv) Class II-B Certificates.

                  CORRESPONDING UNCERTIFICATED INTEREST: With respect to (i)
Uncertificated REMIC 1 Regular Interest I-LT, (ii) Uncertificated REMIC 1
Regular Interest I-LT-P and (iii) Uncertificated REMIC 1 Regular Interest
I-LT-R, (i) Uncertificated REMIC 2 Regular Interest MT-I-A1, Uncertificated
REMIC 2 Regular Interest MT-I-A3, Uncertificated REMIC 2 Regular Interest MT-I-
A4, Uncertificated REMIC 2 Regular Interest MT-I-B1 and Uncertificated REMIC 2
Regular Interest MT-I-B2; (ii) Uncertificated REMIC 2 Regular Interest MT-I-P;
and (iii) Uncertificated REMIC 2 Regular Interest MT-I-R, respectively.

                  CREDIT SUPPORT DEPLETION DATE: The date on which the aggregate
Class Principal Balance of the Class I-B Certificates has been reduced to zero.

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


                                       19

<PAGE>



                  CUMULATIVE INSURANCE PAYMENTS: As of any time of
determination, the aggregate of all Insured Payments previously made by the
Certificate Insurer under the Certificate Insurance Policy minus the aggregate
of all payments previously made to the Certificate Insurer pursuant to Sections
4.02(b)(i)(F) of this Agreement as reimbursement for Insured Payments.

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


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


August 2001 - July 2004......................          N.A.
August 2004 - July 2005......................          3.75%
August 2005 - July 2006......................          4.75%
August 2006 - July 2007......................          5.50%
August 2007 - July 2008......................          5.75%
August 2008 and thereafter...................          6.50%


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

                  CURRENT INTEREST: For any Class of Group II Certificates and
Distribution Date, the amount of interest accruing at the applicable
Pass-Through Rate on the related Class Principal Balance, or Notional Amount, as
applicable, of such Class during the related Interest Accrual Period; provided,
that if and to the extent that on any Distribution Date the Group II Interest
Remittance Amount is less than the aggregate distributions required pursuant to
Section 4.02(b)(ii)A-E without regard to this proviso, then the Current Interest
on each such Class will be reduced, on a PRO RATA basis in proportion to the
amount of Current Interest for each Class without regard to this proviso, by the
lesser of (i) the amount of the deficiency described above in this proviso and
(ii) the related Prepayment Interest Shortfall for such Distribution Date.

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


                                       20

<PAGE>



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

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

                  CUT-OFF DATE: For any Mortgage Loan, other than a Subsequent
Mortgage Loan, July 1, 2001. For any Subsequent Mortgage Loan, the applicable
Subsequent Transfer Date.

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

                  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.

                  DEBT SERVICE REDUCTION MORTGAGE LOAN: Any Mortgage Loan that
became the subject of a Debt Service Reduction.

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

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

                  DEFICIENT VALUATION: With respect to any Mortgage Loan, a
valuation by a court of competent jurisdiction of the Mortgaged Property 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 CERTIFICATES: Any Certificate issued in lieu of a
Book-Entry Certificate pursuant to Section 5.02(e).

                  DELETED MORTGAGE LOAN:  As defined in Section 2.03.

                  DELINQUENCY RATE: For any month, a fraction, expressed as a
percentage, the numerator of which is the aggregate outstanding principal
balance of all Group II Mortgage Loans


                                       21

<PAGE>



60 or more days delinquent (including all foreclosures, bankruptcies and REO
Properties) as of the close of business on the last day of such month, and the
denominator of which is the Group II Aggregate Collateral Balance as of the
close of business on the last day of such month.

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

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

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

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

                  DETERMINATION DATE: As to any Distribution Date and any
Mortgage Loan, the 15th day of each month or, if such day is not a Business Day,
the first Business Day thereafter.

                  DISTRIBUTION DATE: The 25th day of each month or if such day
is not a Business Day, the first Business Day thereafter, commencing in August,
2001.

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

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

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

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


                                       22

<PAGE>



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

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

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

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

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

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

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


                                       23

<PAGE>



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

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

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

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

                  (viii) such other investments the investment in which will
         not, as evidenced by a letter from each of the Rating Agencies
         (determined without regard to the Certificate Insurance Policy), result
         in the downgrading or withdrawal of the Ratings of the Certificates.

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

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

                  ERISA-RESTRICTED CERTIFICATES: As specified in the Preliminary
Statement.

                  ESCROW ACCOUNT: The separate account or accounts created and
maintained by the Servicer pursuant to Section 3.06.

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


                                       24

<PAGE>



                  EVENT OF DEFAULT:  As defined in Section 7.01.

                  EXCESS LOSS: The amount of any (i) Fraud Loss on a Group I
Mortgage Loan realized in excess of the Fraud Loss Amount, (ii) Special Hazard
Loss on a Group I Mortgage Loan realized in excess of the special hazard loss
coverage provided by the Special Hazard Insurer, (iii) Bankruptcy Loss on a
Group I Mortgage Loan realized in excess of the Bankruptcy Loss Amount, and (iv)
any Extraordinary Loss.

                  EXPENSE FEES: As to each Mortgage Loan, the sum of the related
Servicing Fee, the Loss Mitigation Fee, the Trustee Fee, and with respect to
each Group I Mortgage Loan, the Pool Insurer Fee and the Special Hazard Insurer
Fee.

                  EXPENSE FEE RATE: As to each Mortgage Loan, the sum of the
related Servicing Fee Rate, the Loss Mitigation Fee Rate, the Trustee Fee Rate,
and with respect to each Group I Mortgage Loan, the Pool Insurer Fee and the
Special Hazard Insurer Fee.

                  EXTRAORDINARY LOSSES: Any Realized Loss incurred on a Group I
Mortgage Loan, to the extent that the loss was attributable to physical damage
to a Mortgaged Property of a type excluded from coverage under the Special
Hazard Insurance Policy, as specified therein under "II.
Exclusions."

                  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.

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

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

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

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

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

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


                                       25

<PAGE>



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

                  FRAUD LOSS AMOUNT: As of any date of determination, an amount
equal to (x) during the first year after the Cut-off Date, 3.0% of the aggregate
Stated Principal Balance of all of the Group I Mortgage Loans covered by the
Pool Insurance Policy minus the Pool Insurer's actual Fraud Loss payments (and
any Fraud Losses allocated to the Class I-B Certificates) since the Cut-off
Date, (y) during the period from the first anniversary of the Cut-off Date
through the second anniversary of the Cut-off Date, the lesser of (i) 2.0% of
the aggregate Stated Principal Balance of all of the Group I Mortgage Loans
outstanding and (ii) the amount determined in (x) as of the end of the first
year after the Cut-off Date, minus the Pool Insurer's actual Fraud Loss payments
(and any Fraud Losses allocated to the Class I-B Certificates) since the first
anniversary of the Cut-off Date, and (z) during the period from the second
anniversary of the Cut-off Date through the fifth anniversary of the Cut-off
Date, the lesser of (i) 1.0% of the aggregate Stated Principal Balance of all of
the Group I Mortgage Loans outstanding and (ii) the amount determined in (y) as
of the end of second year after the Cut-off Date minus the Pool Insurer's actual
Fraud Loss payments (and any Fraud Losses allocated to the Class I-B
Certificates) since the second anniversary of the Cut-off Date.

                  FRAUD LOSSES: Realized Losses on the Group I Mortgage Loans as
to which a loss is sustained by reason of a default arising from fraud,
dishonesty or misrepresentation in connection with the related Mortgage Loan,
including a loss by reason of the denial of coverage under any Insurance Policy
because of such fraud, dishonesty or misrepresentation.

                  GROUP I CERTIFICATES: As specified in the Preliminary
Statement.

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

                  GROUP I PRINCIPAL PAYMENT AMOUNT: For any Distribution Date
and Loan Group I, the sum with respect to the Group I Mortgage Loans of (i) the
principal portion of the Scheduled Payments on such Mortgage Loans due on the
related Due Date, (ii) the principal portion of repurchase proceeds received
with respect to any such Mortgage Loan which was repurchased as permitted or
required by this Agreement during the calendar month preceding the month of the
Distribution Date and (iii) any other unscheduled payments of principal which
were received on such Mortgage Loans during the related Prepayment Period, other
than Payoffs, Curtailments or Liquidation Principal.

                  GROUP I PRINCIPAL PREPAYMENT AMOUNT: For any Distribution Date
and Loan Group I, the sum of all Payoffs and Curtailments relating to such Loan
Group which were received during the Prepayment Period.

                  GROUP I SENIOR LIQUIDATION AMOUNT: As to any Distribution Date
and Loan Group I, the aggregate, for each such Mortgage Loan which became a
Liquidated Mortgage Loan during the calendar month preceding the month of such
Distribution Date, of the lesser of (i) the Group I


                                       26

<PAGE>



Senior Percentage of the Stated Principal Balance of such Mortgage Loan and (ii)
the Group I Senior Prepayment Percentage of the Liquidation Principal with
respect to such Mortgage Loan.

                  GROUP I SENIOR PERCENTAGE: As to any Distribution Date, the
percentage equivalent of a fraction, the numerator of which is the aggregate of
the Class Principal Balances of the Class I-A-1, Class I-A-3, Class I-A-4, Class
A-R and Class P Certificates immediately prior to such date and the denominator
of which is the aggregate of the Stated Principal Balances of the Group I
Mortgage Loans, as of the Due Date in the month preceding such Distribution
Date; PROVIDED, HOWEVER, in no event will the Group I Senior Percentage exceed
100%.

                  GROUP I SENIOR PREPAYMENT PERCENTAGE: The Group I Senior
Prepayment Percentage for any Distribution Date and Loan Group I occurring
during the five years beginning on the first Distribution Date will equal 100%.
The Group I Senior Prepayment Percentage for any Distribution Date occurring on
or after the fifth anniversary of the first Distribution Date will be as
follows: for any Distribution Date in the first year thereafter, the Group I
Senior Percentage plus 70% of the Group I Subordinate Percentage for such
Distribution Date; for any Distribution Date in the second year thereafter, the
Group I Senior Percentage plus 60% of the Group I Subordinate Percentage for
such Distribution Date; for any Distribution Date in the third year thereafter,
the Group I Senior Percentage plus 40% of the Group I Subordinate Percentage for
such Distribution Date; for any Distribution Date thereafter, the Group I Senior
Percentage plus 20% of the Group I Subordinate Percentage.

                  If for any of the foregoing Distribution Dates the Group I
Senior Percentage exceeds the initial Group I Senior Percentage, the Group I
Senior Prepayment Percentage for that Distribution Date will once again equal
100%.

                  Notwithstanding the foregoing no decrease in the reduction to
the Group I Senior Prepayment Percentage for the related Senior Certificates as
described above will occur if as of the first Distribution Date as to which any
such decrease applies (i) the outstanding principal balance of the Group I
Mortgage Loans delinquent 60 days or more (averaged over the preceding six month
period), as a percentage of the aggregate Class Principal Balance of the Group I
Subordinate Certificates as of such Distribution Date is equal to or greater
than 50% or (ii) cumulative Realized Losses with respect to the Group I Mortgage
Loans exceed (a) with respect to the Distribution Date on the fifth anniversary
of the first Distribution Date, 30% of the total as of the Closing Date of the
aggregate Class Principal Balance of the Class I-B Certificates plus the Initial
Pool Insurance Policy Coverage Amount (such total, the "Original Coverage
Amount"), (b) with respect to the Distribution Date on the sixth anniversary of
the first Distribution Date, 35% of such Original Coverage Amount, (c) with
respect to the Distribution Date on the seventh anniversary of the first
Distribution Date, 40% of such Original Coverage Amount, (d) with respect to the
Distribution Date on the eighth anniversary of the first Distribution Date, 45%
of such Original Coverage Amount and (e) with respect to the Distribution Date
on the ninth anniversary of the first Distribution Date, 50% of such Original
Coverage Amount.

                  However, any such reduction not permitted on the first
Distribution Date as to which any decrease applies will be permitted on any
subsequent Distribution Date on which the above criteria are not satisfied.


                                       27

<PAGE>



                  GROUP I SENIOR PRINCIPAL DISTRIBUTION AMOUNT: As to any
Distribution Date and Loan Group I, the sum of (i) the Group I Senior Percentage
of the Group I Principal Payment Amount, (ii) the Group I Senior Prepayment
Percentage of the Group I Principal Prepayment Amount, and (iii) the Group I
Senior Liquidation Amount.

                  GROUP I SUBORDINATE LIQUIDATION AMOUNT: For any Distribution
Date and Loan Group I, the excess, if any, of the aggregate Liquidation
Principal of all related Mortgage Loans which became Liquidated Mortgage Loans
during the calendar month preceding the month of such Distribution Date over the
sum of the Group I Senior Liquidation Amount for such Distribution Date.

                  GROUP I SUBORDINATE PERCENTAGE: As to any Distribution Date
and Loan Group I, 100% minus the Group I Senior Percentage for such Distribution
Date.

                  GROUP I SUBORDINATE PREPAYMENT PERCENTAGE: As to any
Distribution Date and Loan Group I, 100% minus the Group I Senior Prepayment
Percentage for such Distribution Date.

                  GROUP I SUBORDINATE PRINCIPAL DISTRIBUTION AMOUNT: With
respect to any Distribution Date and the Subordinate Certificates for Loan Group
I, the sum of (i) the Group I Subordinate Percentage of the Group I Principal
Payment Amount, (ii) the Group I Subordinate Prepayment Percentage of the Group
I Principal Prepayment Amount and (iii) the Group I Subordinate Liquidation
Amount.

                  GROUP II AGGREGATE COLLATERAL BALANCE: As of any date of
determination, will be equal to the Aggregate Loan Group Balance of the Group II
Mortgage Loans plus the amount, if any, then on deposit in the Pre-Funding
Account.

                  GROUP II CERTIFICATES: As specified in the Preliminary
Statement.

                  GROUP II INTEREST REMITTANCE AMOUNT: For any Distribution
Date, an amount equal to the sum of (1) all interest collected (other than
Payaheads and Simple Interest Excess, if applicable) or advanced in respect of
Scheduled Payments on the Group II Mortgage Loans during the related Due Period,
the interest portion of Payaheads previously received and intended for
application in the related Due Period and the interest portion of all Payoffs
and Curtailments received on the Group II Mortgage Loans during the related
Prepayment Period, less (x) the Servicing Fee, the Trustee Fee and the Loss
Mitigation Fee with respect to such Group II Mortgage Loans and (y) unreimbursed
Advances and other amounts due to the Servicer or the Trustee with respect to
such Mortgage Loans, to the extent allocable to interest, (2) all Compensating
Interest Payments paid by the Servicer with respect to the Group II Mortgage
Loans and such Distribution Date, (3) the portion of any Substitution Adjustment
Amount or Repurchase Price paid with respect to such Group II Mortgage Loans
during the calendar month immediately preceding the Distribution Date allocable
to interest, (4) all Net Liquidation Proceeds, and any Insurance Proceeds and
other recoveries (net of unreimbursed Advances, Servicing Advances and expenses,
to the extent allocable to interest, and unpaid Servicing Fees) collected with
respect to the Group II Mortgage Loans during the prior calendar month, to the
extent allocable to interest and (5) any amounts withdrawn from the Simple
Interest Excess Sub-Account and the Capitalized Interest Account to pay interest
on the Group II


                                       28

<PAGE>



Certificates with respect to such Distribution Date. If on any Determination
Date the amount deposited into the Collection Account with respect to
Compensating Interest is the amount calculated in clause (ii) of the definition
of Compensating Interest Payment for such Distribution Date, any remaining
Servicing Fee shall be available to cover any Net Simple Interest Shortfalls
remaining on such Distribution Date, after giving effect to the withdrawal from
the Simple Interest Excess Sub-Account pursuant to Section 3.06(f) on such
Distribution Date.

                  GROUP II MARKER RATE: With respect to the Class II-X
Certificates and any Distribution Date, a per annum rate equal to two (2) times
the weighted average of the Uncertificated Pass-Through Rates for Uncertificated
REMIC 2 Regular Interest MT-II-2, Uncertificated REMIC 2 Regular Interest
MT-II-3, Uncertificated REMIC 2 Regular Interest MT-II-4, Uncertificated REMIC 2
Regular Interest MT-II-5 and Uncertificated REMIC 2 Regular Interest MT-II-6,
with the rates on Uncertificated REMIC 2 Regular Interest MT-II-2,
Uncertificated REMIC 2 Regular Interest MT-II-3, Uncertificated REMIC 2 Regular
Interest MT-II-4 and Uncertificated REMIC 2 Regular Interest MT-II-5 subject to
a cap equal to the lesser of (i) LIBOR plus the Certificate Margin relating to
the Corresponding Certificate and (ii) the Group II Net Funds Cap for the
purpose of this calculation; and with the rate on Uncertificated REMIC 2 Regular
Interest MT-II-6 subject to a cap of zero for the purpose of this calculation.

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

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

                  GROUP II NET FUNDS CAP: As to any Distribution Date and Loan
Group II, will be a per annum rate equal to (a) a fraction, expressed as a
percentage, (a) the numerator of which is (1) the amount of interest accrued on
the Group II Mortgage Loans for such date, minus (2) the sum of (i) the related
Servicing Fee, (ii) the Current Interest for the Class II-A-IO Certificates for
such date, (iii) the related Loss Mitigation Fee and (iv) the related Trustee
Fee, and (b) the denominator of which is the product of ((i) the Group II
Aggregate Collateral Balance immediately preceding such Distribution Date,
multiplied by (ii) the actual number of days in the related Interest Accrual
Period. For federal income tax purposes, however, as to any Distribution Date
will be a per annum rate equal to the weighted average of the Uncertificated
Pass-Through Rates on the Uncertificated REMIC 2 Group II Regular Interests
other than Uncertificated REMIC 2 Regular Interest MT-II-IO.


                                       29

<PAGE>



                  GROUP II PRINCIPAL PAYMENT AMOUNT: For any Distribution Date,
an amount equal to the Group II Principal Remittance Amount for such date minus
the Overcollateralization Release Amount, if any, for such date.

                  GROUP II PRINCIPAL REMITTANCE AMOUNT: For any Distribution
Date, an amount equal to the sum of (1) all principal collected (other than
Payaheads) or advanced in respect of Scheduled Payments on the Group II Mortgage
Loans during the related Due Period (less unreimbursed Advances, Servicing
Advances and other amounts due to the Servicer and the Trustee with respect to
the Group II Mortgage Loans, to the extent allocable to principal) and the
principal portion of Payaheads previously received and intended for application
in the related Due Period, (2) all Principal Prepayments on the Group II
Mortgage Loans received during the related Prepayment Period, (3) the
outstanding principal balance of each Group II Mortgage Loan that was
repurchased by the Seller or Vesta or during the calendar month immediately
preceding such Distribution Date, (4) the portion of any Substitution Adjustment
Amount paid with respect to any Deleted Mortgage Loans in Loan Group II during
the calendar month immediately preceding such Distribution Date allocable to
principal, (5) all Net Liquidation Proceeds, and any Insurance Proceeds and
other recoveries (net of unreimbursed Advances, Servicing Advances and other
expenses, to the extent allocable to principal) collected with respect to the
Group II Mortgage Loans during the prior calendar month, to the extent allocable
to principal and (6) with respect to the Distribution Date in October 2001, the
amount remaining in the Pre-Funding Account at the end of the Pre-Funding
Period.

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

                  GROUP II SENIOR PRINCIPAL PAYMENT AMOUNT: For any Distribution
Date on or after the Stepdown Date and as long as a Trigger Event is not in
effect with respect to such Distribution Date, will be the amount, if any, by
which (x) the Class Principal Balance of the Class II-A-1 Certificates
immediately prior to such Distribution Date exceeds (y) the lesser of (A) the
product of (i) 63.50% and (ii) the Group II Aggregate Collateral Balance for
such Distribution Date and (B) the amount, if any, by which (i) the Group II
Aggregate Collateral Balance for such Distribution Date exceeds (ii) 0.50% of
the Group II Aggregate Collateral Balance as of the Cut-off Date.

                  GUARANTEED DISTRIBUTION: With respect to any Insured
Certificates and any Distribution Date, as defined in the Certificate Insurance
Policy.

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

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


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<PAGE>



                  INITIAL POOL INSURANCE POLICY BANKRUPTCY LOSS COVERAGE AMOUNT:
$100,000.

                  INITIAL POOL INSURANCE POLICY FRAUD LOSS COVERAGE AMOUNT: The
aggregate amount of the initial coverage provided under the Pool Insurance
Policy which is equal to $2,878,544.01.

                  INSURANCE AGREEMENT: That certain insurance agreement, dated
as of the Cut-off Date, among Certificate Insurer, the Depositor, the Trustee,
the Servicer and DLJMC.

                  INSURANCE POLICY: With respect to any Mortgage Loan included
in the Trust Fund, the related flood insurance policy or title insurance policy,
including all riders and endorsements thereto in effect, including any
replacement policy or policies for any Insurance Policies.

                  INSURANCE PROCEEDS: Proceeds due under the Pool Insurance
Policy or the Special Hazard Insurance Policy, and proceeds paid under any other
Insurance Policy (excluding the Certificate Insurance Policy) covering a
Mortgage Loan to the extent the proceeds are not applied to the restoration of
the related Mortgaged Property or released to the Mortgagor in accordance with
the procedures that the Servicer would follow in servicing mortgage loans held
for its own account.

                  INSURED CERTIFICATES: The Class I-A-1 Certificates.

                  INSURED PAYMENT: Has the meaning set forth in the Certificate
Insurance Policy.

                  INTEREST ACCRUAL PERIOD: With respect to each Distribution
Date, (i) with respect to the Class P, Class I-B-1, Class I-B-2, Class I-XB-1,
Class I-XB-2, Class II-A-IO and Class A-R Certificates, the calendar month prior
to the month of such Distribution Date, (ii) with respect to the Class I-A-1,
Class I-A-2, Class I-A-4, Class II-A-1, Class II-M-1, Class II-M-2 and Class
II-B Certificates, the one-month period commencing on the 25th day of the month
preceding the month in which such Distribution Date occurs and ending on the
24th day of the month in which such Distribution Date occurs.

                  INTEREST DISTRIBUTION AMOUNT: With respect to any Distribution
Date and interest- bearing Class, the sum of (i) one month's interest accrued
during the related Interest Accrual Period at the applicable Pass-Through Rate
for such Class on the related Class Principal Balance or Notional Amount, as
applicable, subject to reduction pursuant to Section 4.02(e), and (ii) any Class
Unpaid Interest Amounts for such Class.

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

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


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<PAGE>



                  LAST SCHEDULED DISTRIBUTION DATE: With respect to each Class
of Certificates, other than the Class II-A-IO Certificates, the Distribution
Date in October 2031. With respect to the Class II-A-IO Certificates, the
Distribution Date in July 2004.

                  LATE PAYMENT RATE:  As defined in the Insurance Agreement.

                  LATEST POSSIBLE MATURITY DATE: Solely for purposes of
satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the "latest possible
maturity date" of all interests created in REMIC 1, REMIC 2 and REMIC 3, shall
be October 25, 2031.

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

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

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

                  LIQUIDATION PRINCIPAL: As to any Distribution Date and any
Group I Mortgage Loan, the principal portion of Liquidation Proceeds, including
any proceeds under the Pool Insurance Policy or the Special Hazard Insurance
Policy, received with respect to each Group I Mortgage Loan which became a
Liquidated Mortgage Loan (but not in excess of the principal balance thereof)
during the preceding calendar month.

                  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 related to a Mortgage Loan and any other proceeds received in
connection with an REO Property, less the sum of related unreimbursed Expense
Fees, Servicing Advances, Advances and reasonable out-of-pocket expenses.


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<PAGE>



                  LOAN GROUP: Either the Group I Mortgage Loans or Group II
Mortgage Loans, as the context requires.

                  LOAN GROUP I: The group of Mortgage Loans comprised of the
Group I Mortgage Loans.

                  LOAN GROUP II: The group of Mortgage Loans comprised of the
Group II Mortgage Loans.

                  LOSS COVERAGE PERCENTAGE: As of any date of determination, a
percentage equal to the aggregate Class Principal Balance of the Class I-B
Certificates plus the amount of coverage available under the Pool Insurance
Policy divided by the then outstanding aggregate Stated Principal Balance of the
Group I Mortgage Loans.

                  LOSS MITIGATION ADVISOR: The Murrayhill Company, a Colorado
corporation.

                  LOSS MITIGATION ADVISORY AGREEMENT: The agreement among the
Servicer, the Trustee and the Loss Mitigation Advisor dated as of July 30, 2001.

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

                  LOSS MITIGATION FEE RATE: 0.015% per annum.

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

                  MAXIMUM INTEREST RATE: With respect to any Class of LIBOR
Certificates (other than the Class I-A-1, Class I-A-2 and Class I-A-4
Certificates) and any Distribution Date, an annual rate equal to the weighted
average of the Mortgage Rates of the Group II Mortgage Loans minus the weighted
average Expense Fee Rate for such Loan Group.

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

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

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


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<PAGE>



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

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

                  MONTHLY EXCESS INTEREST: As to any Distribution Date, the
Group II Interest Remittance Amount remaining after the application of payments
pursuant to clauses A. through E. of Section 4.02(b)(ii) and the Group II
Principal Payment Amount remaining after the application of payments pursuant to
clauses A. through E. of Section 4.02(b)(iii).

                  MONTHLY STATEMENT: The statement delivered to the
Certificateholders pursuant to Section 4.06.

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

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

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

                  MORTGAGE LOANS: All of the Group I Mortgage Loans and Group II
Mortgage Loans.

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

                  (i) the Mortgage Loan identifying number;

                  (ii) the Mortgagor's name;

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

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

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


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<PAGE>



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

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

                  (viii) the stated maturity date;

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

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

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

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

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

                  (xiv) the Originator of the related Mortgage Loan;

                  (xv) the Servicing Fee Rate;

                  (xvi) the related sub-servicer;

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

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

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

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

                  (xxi) whether such Mortgage Loan is a Group I Mortgage Loan or
         Group II Mortgage Loan.

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

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


                                       35

<PAGE>



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

                  (iii) the weighted average Mortgage Rate of the Mortgage Loans
         in each Loan Group.

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

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

                  MORTGAGED PROPERTY: The underlying real property securing a
Mortgage Loan.

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

                  NET INTEREST SHORTFALL: The amount of any interest shortfall
as determined pursuant to Section 4.02(e).

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

                  NET PREPAYMENT INTEREST SHORTFALLS: As to any Distribution
Date and each Loan Group, the amount, if any, by which the aggregate of
Prepayment Interest Shortfalls for that Loan Group during the Prepayment Period
exceeds the Compensating Interest Payment for that Loan Group for such
Distribution Date.

                  NET SIMPLE INTEREST EXCESS: As of any Distribution Date, the
excess, if any, of the aggregate amount of Simple Interest Excess over the
amount of Simple Interest Shortfall.

                  NET SIMPLE INTEREST SHORTFALL: As of any Distribution Date,
the excess, if any, of the aggregate amount of Simple Interest Shortfall over
the amount of Simple Interest Excess.

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

                  NOTIONAL AMOUNT: Any of the Class I-A-2 Notional Amount, Class
I-XB-1 Notional Amount, Class I-XB-2 Notional Amount, Class II-A-IO Notional
Amount or Class II-X Notional Amount, as the context requires.

                  NOTIONAL AMOUNT CERTIFICATES: As specified in the Preliminary
Statement.

                  OFFERED CERTIFICATES: As specified in the Preliminary
Statement.


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<PAGE>



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

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

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

                  OPTIONAL TERMINATION DATE: The first date on which the
Optional Termination may be exercised.

                  OTS:  The Office of Thrift Supervision.

                  OUTSOURCER:  As defined in Section 3.02.

                  OUTSTANDING: With respect to the Certificates as of any date
of determination, all Certificates theretofore executed and authenticated under
this Agreement except:

        (i) Certificates theretofore canceled by the Trustee or delivered to the
Trustee for cancellation; and

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

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

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

                  OVERCOLLATERALIZATION RELEASE AMOUNT: For any Distribution
Date, an amount equal to the lesser of (x) the Group II Principal Remittance
Amount for such Distribution Date and (y) the amount, if any, by which (1) the
Overcollateralization Amount for such date, calculated for this purpose on the
basis of the assumption that 100% of the aggregate of the Group II Principal


                                       37

<PAGE>



Remittance Amount for such date is applied on such date in reduction of the
aggregate of the Class Principal Balances of the Group II Certificates, exceeds
(2) the Targeted Overcollateralization Amount for such date.

                  OVERFUNDED INTEREST AMOUNT: With respect to the August 2001
and September 2001 Distribution Dates, the excess of (A) the amount on deposit
in the Capitalized Interest Account on such date over (B) the excess of (i) the
amount of interest accruing at a rate equal to the greater of (x) a per annum
rate equal to 12.11% on a balance equal to the Aggregate Collateral Balance at
the beginning of the related Interest Accrual Period and (y) the assumed
weighted average Pass-Through Rates of the Group II Certificates over (ii) one
month of investment earnings on the amount on deposit in the Capitalized
Interest Account on such date at an annual rate of 2.5%. The assumed weighted
average Pass-Through Rate will be calculated assuming that LIBOR is 4.03375% for
the August 2001 Distribution Date and 4.28375% for the September 2001
Distribution Date.

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

                  PASS-THROUGH RATE: With respect to the Class II-A-IO
Certificates, the per annum rate set forth in the Preliminary Statement. With
respect to the Class A-R, Class P, Class I-A-1, Class I-A-2, Class I-A-3, Class
I-A-4 and Class II-A-1 Certificates, the Class A-R Pass-Through Rate, Class P
Pass-Through Rate, the Class I-A-1 Pass-Through Rate, the Class I-A-2
Pass-Through Rate, the Class I-A-3 Pass-Through Rate, the Class I-A-4
Pass-Through Rate and the Class II-A-1 Pass-Through Rate, respectively. With
respect to the Class I-B-1 Certificates, the Class I-B-1 Pass- Through Rate and
with respect to the Class I-B-2 Certificates, the Class I-B-2 Pass-Through Rate.
With respect to the Class I-XB-1 Certificates, the Class I-XB-1 Pass-Through
Rate and with respect to the Class I-XB-2 Certificates, the Class I-XB-2
Pass-Through Rate. With respect to the Class II- M-1, Class II-M-2 and Class
II-B Certificates, the Class II-M-1 Pass-Through Rate, the Class II-M-2
Pass-Through Rate and the Class II-B Pass-Through Rate. With respect to the
Class II-A-IO Certificates and each Interest Accrual Period, 7.00% per annum for
the August 2001 through July 2004 Distribution Dates, and 0.00% per annum
thereafter; provided, however, for federal income tax purposes, the Class
II-A-IO Pass-Through Rate will equal 100% of the interest on Uncertificated
REMIC 2 Regular Interest MT-II-IO.

                  With respect to the Class II-X Certificates and any
Distribution Date, a rate per annum equal to the percentage equivalent of a
fraction, the numerator of which is the sum of the amounts calculated pursuant
to clauses (i) through (vi) below, and the denominator of which is the aggregate
Uncertificated Principal Balance of the Uncertificated REMIC 2 Group II Regular
Interests. For purposes of calculating the Pass-Through Rate for the Class II-X
Certificates, the numerator is equal to the sum of the following components:

                           (i) the Uncertificated Pass-Through Rate for
                           Uncertificated REMIC 2 Regular Interest MT-II-1 minus
                           the Group II Marker Rate, applied to a notional
                           amount equal to the Uncertificated Principal Balance
                           of Uncertificated REMIC 2 Regular Interest MT-II-1;


                                       38

<PAGE>



                           (ii) the Uncertificated Pass-Through Rate for
                           Uncertificated REMIC 2 Regular Interest MT-II-2 minus
                           the Group II Marker Rate, applied to a notional
                           amount equal to the Uncertificated Principal Balance
                           of Uncertificated REMIC 2 Regular Interest MT-II-2;

                           (iii) the Uncertificated Pass-Through Rate for
                           Uncertificated REMIC 2 Regular Interest MT-II-3 minus
                           the Group II Marker Rate, applied to a notional
                           amount equal to the Uncertificated Principal Balance
                           of Uncertificated REMIC 2 Regular Interest MT-II-3;

                           (iv) the Uncertificated Pass-Through Rate for
                           Uncertificated REMIC 2 Regular Interest MT-II-4 minus
                           the Group II Marker Rate, applied to a notional
                           amount equal to the Uncertificated Principal Balance
                           of Uncertificated REMIC 2 Regular Interest MT-II-4;

                           (v) the Uncertificated Pass-Through Rate for
                           Uncertificated REMIC 2 Regular Interest MT-II-5 minus
                           the Group II Marker Rate, applied to a notional
                           amount equal to the Uncertificated Principal Balance
                           of Uncertificated REMIC 2 Regular Interest MT-II-5;
                           and

                           (vi) the Uncertificated Pass-Through Rate for
                           Uncertificated REMIC 2 Regular Interest MT-II-6 minus
                           the Group II Marker Rate, applied to a notional
                           amount equal to the Uncertificated Principal Balance
                           of Uncertificated REMIC 2 Regular Interest MT-II-6.

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

                  PAYING AGENT:  As defined in Section 4.07.

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

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

                  PERMITTED TRANSFEREE: Any person other than (i) the United
States, any State or political subdivision thereof, or any agency or
instrumentality of any of the foregoing, (ii) a foreign government,
International Organization or any agency or instrumentality of either of the
foregoing, (iii) an organization (except certain farmers' cooperatives described
in section 521 of the Code) which is exempt from tax imposed by Chapter 1 of the
Code (including the tax imposed by section 511 of the Code on unrelated business
taxable income) on any excess inclusions (as defined in


                                       39

<PAGE>



section 860E(c)(1) of the Code) with respect to any Residual Certificate, (iv)
rural electric and telephone cooperatives described in section 1381(a)(2)(C) of
the Code, (v) a Person that is not a United States Person, and (vi) a Person
designated as a non-Permitted Transferee by the Depositor based upon an Opinion
of Counsel that the Transfer of an Ownership Interest in a Residual Certificate
to such Person may cause any REMIC created hereunder to fail to qualify as a
REMIC at any time that the Certificates are outstanding. The terms "United
States," "State" and "International Organization" shall have the meanings set
forth in section 7701 of the Code or successor provisions. A corporation will
not be treated as an instrumentality of the United States or of any State or
political subdivision thereof for these purposes if all of its activities are
subject to tax and, with the exception of the Federal Home Loan Mortgage
Corporation, a majority of its board of directors is not selected by such
government unit.

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

                  PHYSICAL CERTIFICATES: As specified in the Preliminary
Statement.

                  POOL INSURANCE POLICY: The mortgage pool insurance policy
provided by the Pool Insurer having an initial amount of coverage equal to
$9,595,146.70 and including any and all endorsements, a copy of which is
attached hereto, as Exhibit U, or any replacement obtained by the Servicer
pursuant to Section 3.21 hereof.

                  POOL INSURER: Radian Insurance Inc., or any successor thereto
or the named insurer in any replacement policy obtained by the Servicer pursuant
to Section 3.21 hereof.

                  POOL INSURER FEE: The amount payable to the Pool Insurer in
order to obtain coverage provided under the Pool Insurance Policy, such amount
being, as to each Mortgage Loan and any Distribution Date, an amount equal to
one-twelfth of the Pool Insurer Fee Rate on the Stated Principal Balance of
Mortgage Loan.

                  POOL INSURER FEE RATE: With respect to any Group I Mortgage
Loan, 2.215% per annum.

                  PREFERENCE AMOUNT: As defined in the Certificate Insurance
Policy.

                  PRE-FUNDED AMOUNT: The amount deposited in the Pre-Funding
Account on the Closing Date, which shall equal $1,282,123.

                  PRE-FUNDING ACCOUNT: The separate Eligible Account created and
maintained by the Trustee with respect to the Group II Mortgage Loans pursuant
to Section 3.05(f) in the name of the Trustee for the benefit of the
Certificateholders and designated "The Chase Manhattan Bank, in trust for
registered holders of CSFB Mortgage Pass-Through Certificates, Series 2001-S15"
Funds in the Pre-Funding Account shall be held in trust for the
Certificateholders for the uses and purposes set forth in this Agreement and
shall not be a part of any REMIC created hereunder; provided, however,


                                       40

<PAGE>



that any investment income earned from Permitted Investments made with funds in
the Pre-Funding Account shall be for the account of the Depositor.

                  PRE-FUNDING PERIOD: The period from the Closing Date until the
earlier of (i) the date on which the amount on deposit in the Pre-Funding
Account is reduced to zero, or (ii) an Event of Default occurs or (iii) October
24, 2001.

                  PREMIUM PERCENTAGE:  As defined in the Insurance Agreement.

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

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

                  PREPAYMENT PERIOD: With respect to each Distribution Date and
each Payoff, the related "Prepayment Period" will be the calendar month
preceding the month in which the related Distribution Date occurs. With respect
to each Distribution Date and each Curtailment, the related "Prepayment Period"
will be the calendar month preceding the month in which the related Distribution
Date occurs.

                  PRINCIPAL ONLY CERTIFICATES: As specified in the Preliminary
Statement.

                  PRINCIPAL PREPAYMENT: Any payment of principal on a Mortgage
Loan which constitutes a Payoff or Curtailment.

                  PRO RATA SHARE: As to any Distribution Date and any Class of
Subordinate Certificates, the portion of the Subordinate Principal Distribution
Amount allocable to such Class, equal to the product of the Subordinate
Principal Distribution Amount on such Distribution Date and a fraction, the
numerator of which is the related Class Principal Balance of such Class and the
denominator of which is the aggregate of the Class Principal Balances of the
Subordinate Certificates.

                  PROSPECTUS SUPPLEMENT: The Prospectus Supplement dated July
27, 2001 relating to the Offered Certificates.

                  PUD:  Planned Unit Development.

                  QUALIFIED INSURER: A mortgage guaranty insurance company duly
qualified as such under the laws of the state of its principal place of business
and each state having jurisdiction over such insurer in connection with the
insurance policy issued by such insurer, duly authorized and licensed in such
states to transact a mortgage guaranty insurance business in such states and to
write the insurance provided by the insurance policy issued by it, approved as a
FNMA- or FHLMC-


                                       41
<PAGE>

approved mortgage insurer or having a claims paying ability
rating of at least "AA" or equivalent rating by at least two nationally
recognized statistical rating organizations. Any replacement insurer with
respect to a Mortgage Loan must have at least as high a claims paying ability
rating as the insurer it replaces had on the Closing Date. Any replacement
insurer with respect to the Pool Insurance Policy must be acceptable to the
Certificate Insurer and to the Rating Agencies as evidenced by written
acknowledgment from each Rating Agency that such replacement will not cause a
reduction, withdrawal or cancellation of the Ratings of the Certificates
(determined without regard to the Certificate Insurance Policy).

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

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

                  RATINGS: As of any date of determination, the ratings, if any,
of the Certificates as assigned by the Rating Agencies (without regard to the
Certificate Insurance Policy).

                  REALIZED LOSS: With respect to each Liquidated Mortgage Loan,
an amount (not less than zero or greater than the Stated Principal Balance of
the Mortgage Loan) as of the date of such liquidation, equal to (i) the Stated
Principal Balance of the Liquidated Mortgage Loan as of the date of such
liquidation, plus (ii) interest at the Net Mortgage Rate from the related Due
Date as to which interest was last paid or advanced (and not reimbursed) to the
related Certificateholders up to the related Due Date in the month in which
Liquidation Proceeds are required to be distributed on the Stated Principal
Balance of such Liquidated Mortgage Loan from time to time, minus (iii) the
Liquidation Proceeds, if any, received during the month in which such
liquidation occurred, to the extent applied as recoveries of interest at the Net
Mortgage Rate and to principal of the Liquidated Mortgage Loan. 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. With respect to each
Mortgage Loan which has become the subject of a Debt Service Reduction and any
Distribution Date, the amount, if any, by which the principal portion of the
related Scheduled Payment has been reduced.




                                       42
<PAGE>

                  RECORD DATE: With respect to the Certificates (other than the
Class I-A-1, Class I-A- 2, Class I-A-4, Class II-A-1, Class II-M-1 and Class
II-M-2 and Class II-B Certificates) and any Distribution Date, the close of
business on the last Business Day of the month preceding the month in which such
applicable Distribution Date occurs. With respect to the Class I-A-1, Class
I-A-2, Class I-A-4, Class II-A-1, Class II-M-1, Class II-M-2 and Class II-B
which are Book-Entry Certificates and any Distribution Date, the close of
business on the Business Day preceding such Distribution Date.

                  REFERENCE BANK RATE: With respect to any Interest Accrual
Period, as follows: the arithmetic mean (rounded upwards, if necessary, to the
nearest one sixteenth of a percent) of the offered rates for United States
dollar deposits for one month which are offered by the Reference Banks as of
11:00 A.M., London, England time, on the second LIBOR Business Day prior to the
first day of such Interest Accrual Period to prime banks in the London interbank
market for a period of one month in amounts approximately equal to (i) the
aggregate Class Principal Balance of the Class I-A-1 and Class I-A-4
Certificates, with respect to LIBOR for Group I and (ii) the aggregate Class
Principal Balance of the Class II-A-1, Class II-M-1, Class II-M-2 and Class II-B
Certificates, with respect to LIBOR for Group II; PROVIDED that at least two
such Reference Banks provide such rate. If fewer than two offered rates appear,
the Reference Bank Rate will be the arithmetic mean of the rates quoted by one
or more major banks in New York City, selected by the Trustee, as of 11:00 a.m.,
New York time, on such date for loans in U.S. Dollars to leading European Banks
for a period of one month in amounts approximately equal to the aggregate Class
Principal Balance of the Class I-A-1 and Class I-A-4 Certificates, with respect
to LIBOR for Group I and (ii) the aggregate Class Principal Balance of the Class
II-A-1, Class II-M-1, Class II-M-2 and Class II-B Certificates, with respect to
LIBOR for Group II. If no such quotations can be obtained, the Reference Bank
Rate shall be LIBOR applicable to the preceding Distribution Date; PROVIDED
however, that if, under the priorities indicated above, LIBOR for a Distribution
Date would be based on LIBOR for the previous Payment Date for the third
consecutive Distribution Date, the Trustee shall select an alternative
comparable index over which the Trustee has no control, used for determining
one-month Eurodollar lending rates that is calculated and published or otherwise
made available by an independent party.

                  REFERENCE BANKS: Barclays Bank PLC, National Westminster Bank
and Abbey National PLC.

                  REGULAR CERTIFICATES: As specified in the Preliminary
Statement.

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

                  RELIEF ACT REDUCTIONS: With respect to any Distribution Date
and any Mortgage Loan as to which there has been a reduction in the amount of
interest collectible thereon for the most recently ended calendar month as a
result of the application of the 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: A "real estate mortgage investment conduit" within the
meaning of section 860D of the Code.

                  REMIC 1: The corpus of the trust created hereunder consisting
of (i) the Mortgage Loans and all interest and principal received or receivable
on or with respect thereto as set forth on




                                       43
<PAGE>

Section 2.01(a); (ii) the Pool Insurance Policy; (iii) the Collection Accounts
and Certificate Account; (iv) property which secured a Mortgage Loan and which
has been acquired by foreclosure or deed in lieu of foreclosure after the
Cut-off Date; (v) the Certificate Insurance Policy; (vi) the Special Hazard
Insurance Policy and (vii) all proceeds of the conversion, voluntary or
involuntary, of any of the foregoing. Notwithstanding the foregoing, however, a
REMIC election will not be made with respect to the Basis Risk Reserve Fund, the
Pre-Funding Account or the Capitalized Interest Account.

                  REMIC 2: The segregated pool of assets consisting of the
Uncertificated REMIC 1 Regular Interests conveyed in trust to the Trustee for
the benefit of the holders of the Uncertificated REMIC 2 Regular Interests and
Class A-R-2 Certificates, with respect to which a separate REMIC election is to
be made.

                  REMIC 2 GROUP II ADJUSTED NET WAC RATE: For the August 2001
Distribution Date through the July 2004 Distribution Date, a per annum rate
equal to (1) the weighted average of the Net Mortgage Rates of the Group II
Loans as of the first day of the month preceding the month in which such
Distribution Date occurs minus (2) the Pass-Through Rate for the Class II-A-IO
Certificates for such Distribution Date multiplied by a fraction, the numerator
of which is (x) the Notional Amount of the Class II-A-IO Certificates
immediately prior to such Distribution Date, and the denominator of which is (y)
the aggregate Stated Principal Balance of the Group II Loans as of the first day
of the month preceding the month in which such Distribution Date occurs. For any
subsequent Distribution Date, the weighted average of the Net Mortgage Rates of
the Group II Loans. For federal income tax purposes, however, a per annum rate
(but not less than zero) equal to the weighted average of (x) the Uncertificated
REMIC 1 Pass-Through Rate with respect to Uncertificated REMIC 1 Regular
Interest II-LTA for such Distribution Date and (y) the excess, if any, of the
Uncertificated REMIC 1 Pass-Through Rate with respect to Uncertificated REMIC 1
Regular Interest II-LTG for such Distribution Date over 7.00% per annum,
weighted, in the case of clause (x), on the basis of the Uncertificated
Principal Balance of Uncertificated REMIC 1 Regular Interest II-LTA, and in the
case of clause (y), on the basis of, with respect to any Distribution Date in or
before November 2001, the aggregate Uncertificated Principal Balances of
Uncertificated REMIC 1 Regular Interest II-LTB, Uncertificated REMIC 1 Regular
Interest II-LTC, Uncertificated REMIC 1 Regular Interest II-LTD, Uncertificated
REMIC 1 Regular Interest II-LTE, Uncertificated REMIC 1 Regular Interest II-LTF
and Uncertificated REMIC 1 Regular Interest II-LTG; with respect to any
Distribution Date after November 2001 and in or before May 2002, the aggregate
Uncertificated Principal Balances of Uncertificated REMIC 1 Regular Interest
II-LTC, Uncertificated REMIC 1 Regular Interest II-LTD, Uncertificated REMIC 1
Regular Interest II-LTE, Uncertificated REMIC 1 Regular Interest II-LTF and
Uncertificated REMIC 1 Regular Interest II-LTG; with respect to any Distribution
Date after May 2002 and in or before November 2002, the aggregate Uncertificated
Principal Balances of Uncertificated REMIC 1 Regular Interest II-LTD,
Uncertificated REMIC 1 Regular Interest II-LTE, Uncertificated REMIC 1 Regular
Interest II-LTF and Uncertificated REMIC 1 Regular Interest II-LTG; with respect
to any Distribution Date after November 2002 and in or before May 2003, the
aggregate Uncertificated Principal Balances of Uncertificated REMIC 1 Regular
Interest II-LTE, Uncertificated REMIC 1 Regular Interest II-LTF and
Uncertificated REMIC 1 Regular Interest II-LTG; with respect to any Distribution
Date after May 2003 and in or before November 2003, the aggregate Uncertificated
Principal Balances of Uncertificated REMIC 1 Regular Interest II-LTF and
Uncertificated REMIC 1 Regular Interest II-


                                       44
<PAGE>

LTG; with respect to any distribution date after November 2003 and in or before
July 2004, the Uncertificated Principal Balance of Uncertificated REMIC 1
Regular Interest II-LTG, respectively.

                  REMIC 2 GROUP II INTEREST LOSS ALLOCATION AMOUNT: With respect
to any Distribution Date, an amount equal to (a) the product of (i) the
aggregate Uncertificated Principal Balance of the Uncertificated REMIC 2 Group
II Regular Interests then outstanding and (ii) the Uncertificated Pass-Through
Rate for Uncertificated REMIC 2 Regular Interest MT-II-1 minus the Group II
Marker Rate divided by (b) 12.

                  REMIC 2 GROUP II OVERCOLLATERALIZED AMOUNT: With respect to
any date of determination, (i) 1% of the aggregate Uncertificated Principal
Balances of Uncertificated REMIC 2 Group II Regular Interests (other than
Uncertificated REMIC 2 Regular Interest MT-II-IO) minus (ii) the aggregate
Uncertificated Principal Balances of Uncertificated REMIC 2 Regular Interests
MT-II-2, MT-II-3, MT-II-4 and MT-II-5, in each case as of such date of
determination.

                  REMIC 2 GROUP II PRINCIPAL LOSS ALLOCATION AMOUNT: With
respect to any Distribution Date, an amount equal to the product of (i) the
aggregate Stated Principal Balance of the Group II Loans then outstanding and
(ii) 1 minus a fraction, the numerator of which is two times the sum of the
Uncertificated Principal Balances of Uncertificated REMIC 2 Regular Interests
MT-II-2, MT-II-3, MT-II-4 and MT-II-5, and the denominator of which is the sum
of the Uncertificated Principal Balances of Uncertificated REMIC 2 Regular
Interests MT-II-2, MT-II-3, MT-II-4, MT-II-5 and MT-II-6.

                  REMIC 2 GROUP II TARGETED OVERCOLLATERALIZATION AMOUNT: 1% of
the Targeted Overcollateralization Amount.

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

                  REMIC 3: The segregated pool of assets consisting of the
Uncertificated REMIC 2 Regular Interests conveyed in trust to the Trustee for
the benefit of the holders of the Regular Certificates and Class A-R-3
Certificates, with respect to which a separate REMIC election is to be made.

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






                                       45
<PAGE>

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

                  REPURCHASE PRICE: With respect to any Mortgage Loan required
to be purchased by the Seller pursuant to this Agreement or purchased at the
option of the Servicer pursuant to this Agreement, an amount equal to the sum of
(i) 100% of the unpaid principal balance of the Mortgage Loan on the date of
such purchase, and (ii) accrued unpaid interest thereon at the applicable
Mortgage Rate from the date through which interest was last paid by the
Mortgagor to the Due Date in the month in which the Repurchase Price is to be
distributed to Certificateholders.

                  REQUEST FOR RELEASE: The Request for Release submitted by the
Servicer to the Trustee, substantially in the form of Exhibit N.

                  REQUIRED BASIS RISK RESERVE FUND AMOUNT: With respect to any
Distribution Date on which the Group II Net Excess Spread is less than 0.25%,
the greater of (a) $15,000 and (b) the product of 0.50% and the Aggregate
Collateral Balance. With respect to any Distribution Date on which the Group II
Net Excess Spread is equal to or greater than 0.25%, $5,000.

                  REQUIRED BASIS RISK RESERVE FUND DEPOSIT: With respect to any
Distribution Date on which the Group II Net Excess Spread is less than 0.25%,
the excess of (i) the greater of (a) $15,000 and (b) product of 0.50% and the
Aggregate Collateral Balance over (ii) the amount of funds on deposit in the
Basis Risk Reserve Fund prior to deposits thereto on such Distribution Date.
With respect to any Distribution Date on which the Group II Net Excess Spread is
equal to or greater than 0.25%, the excess of (i) $5,000 over (ii) the amount of
funds on deposit in the Basis Risk Reserve Fund prior to deposits thereto on
such Distribution Date.

                  REQUIRED INSURANCE POLICY: With respect to any Mortgage Loan,
any insurance policy that is required to be maintained from time to time under
this Agreement.

                  RESIDUAL CERTIFICATES: As specified in the Preliminary
Statement.

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

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

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

                  S&P: Standard & Poor's, a division of The McGraw-Hill
Companies, Inc. For purposes of Section 10.05(b) the address for notices to S&P
shall be Standard & Poor's, 55 Water






                                       46
<PAGE>

Street, New York, New York 10004, Attention: Mortgage Surveillance Monitoring,
or such other address as S&P may hereafter furnish to the Depositor, the
Servicer and the Trustee.

                  SCHEDULED PAYMENT: The scheduled monthly payment on a Mortgage
Loan due on any Due Date allocable to principal and/or interest on such Mortgage
Loan which shall give effect to any related Relief Act Reduction, Debt Service
Reduction and any Deficient Valuation that affects the amount of the monthly
payment due on such Mortgage Loan.

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

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

                  SELLER:  DLJ Mortgage Capital Inc.

                  SENIOR CERTIFICATES: As specified in the Preliminary
Statement.

                  SERVICER: Wilshire Credit Corporation, any successor in
interest or any successor servicer appointed as provided herein.

                  SERVICER EMPLOYEE:  As defined in Section 3.18.

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

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

                  SERVICING FEE RATE: As to each Mortgage Loan, the per annum
rate stated in the Mortgage Loan Schedule.

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






                                       47
<PAGE>

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

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

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

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

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

                  SIXTY DAY DELINQUENCY AMOUNT: For any Due Period, the
aggregate of the principal balances of all Mortgage Loans, other than Special
Serviced Mortgage Loans, that are 60 or more days delinquent, in foreclosure or
60 or more days delinquent and in bankruptcy or converted to REO Property as of
the end of such Due Period.

                  SIXTY DAY PLUS ROLLING AVERAGE: With respect to any
Distribution Date, the average of the applicable Sixty Day Delinquency Amounts
for each of the six immediately preceding Due Periods (or, prior to the sixth
Due Period, the total number of Due Periods since the Cut-off Date or Subsequent
Transfer Date, as applicable), expressed as a percentage of the aggregate Stated
Principal Balance of the Mortgage Loans, other than Special Serviced Mortgage
Loans, as of the applicable Cut-off Date.

                  SPECIAL HAZARD INSURANCE POLICY: The special hazard insurance
policy, a form of which is attached as Exhibit V to this Agreement, or any
replacement insurance policy obtained by the Servicer pursuant to Section 3.22,
in the total initial amount of $959,515.

                  SPECIAL HAZARD INSURER: Initially, Travelers Indemnity Company
of Illinois, or any successor thereto or the named insurer in any replacement
policy obtained by the Servicer pursuant to Section 3.22.

                  SPECIAL HAZARD INSURER FEE: The amount payable to the Special
Hazard Insurer in order to obtain coverage provided under the Special Hazard
Insurance Policy, such amount being, as to each Mortgage Loan and any
Distribution Date, an amount equal to one-twelfth of the Special Hazard Insurer
Fee Rate on the Stated Principal Balance of Mortgage Loan.






                                       48
<PAGE>

                  SPECIAL HAZARD INSURER FEE RATE: With respect to any Mortgage
Loan, 0.22% per annum.

                  SPECIAL HAZARD LOSS: Any Realized Loss incurred on a Mortgage
Loan, to the extent that such Realized Loss was on account of direct physical
damage to a Mortgaged Property, but not including any loss caused by or
resulting from a standard hazard insurance policy or a flood insurance policy,
if applicable, and other than any Extraordinary Loss; and any shortfall in
insurance proceeds for partial damage due to the application of the co-insurance
clauses contained in hazard insurance policies.

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

                  SPECIAL SERVICED MORTGAGE LOAN: Any Mortgage Loan the
servicing of which is transferred to Vesta pursuant to Section 3.04 after the
Closing Date.

                  STARTUP DAY:  July 30, 2001.

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

                  STEPDOWN DATE: The date occurring on the later of (x) the
Distribution Date in August 2004 and (y) the first Distribution Date on which
the Group II Senior Enhancement Percentage (calculated for this purpose after
giving effect to payments or other recoveries in respect of the Mortgage Loans
during the related Due Period but before giving effect to payments on the
Certificates on such Distribution Date) is greater than or equal to 63.50%.

                  SUBORDINATE CERTIFICATES: As specified in the Preliminary
Statement.

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

                  SUBSEQUENT TRANSFER AGREEMENT: A Subsequent Transfer Agreement
substantially in the form of Exhibit O hereto, executed and delivered by the
Servicer, the Depositor, DLJMC and the Trustee as provided in Section 2.01
hereof.






                                       49
<PAGE>

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

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

                  SUBSERVICING AGREEMENT: An agreement between the Servicer and
a Subservicer for the servicing of the Mortgage Loans.

                  SUBSTITUTION ADJUSTMENT AMOUNT:  As defined in Section 2.03.

                  TARGETED OVERCOLLATERALIZATION AMOUNT: For any Distribution
Date prior to the Stepdown Date, 5.50% of the Group II Aggregate Collateral
Balance as of the Cut-off Date; with respect to any Distribution Date on or
after the Stepdown Date and with respect to which a Trigger Event is not in
effect, the greater of (a) 11.00% of the Group II Aggregate Collateral Balance
for such Distribution Date, or (b) 0.50% of the Group II Aggregate Collateral
Balance as of the Cut-off Date; with respect to any Distribution Date on or
after the Stepdown Date with respect to which a Trigger Event is in effect and
is continuing, the Targeted Overcollateralization Amount for the Distribution
Date immediately preceding such Distribution Date; provided, however, that the
Targeted Overcollateralization Amount shall not exceed the aggregate Class
Principal Balance of the Group II Certificates.

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

                  TAX MATTERS PERSON CERTIFICATE: The Class A-R-1 Certificate,
Class A-R-2 Certificate and Class A-R-3 Certificate, each with a Denomination of
$0.05.

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

                  TRIGGER EVENT: A Trigger Event will be in effect for any
Distribution Date if (a) the Rolling Three Month Delinquency Rate as of the last
day of the related Due Period equals or exceeds 13.00% of the Group II Senior
Enhancement Percentage for such Distribution Date or (ii) a Cumulative Loss
Event is occurring. The Trigger Event may be amended by the parties hereto in
the future with the consent of the Rating Agencies.

                  TRUST FUND: Collectively, the assets of REMIC 1, REMIC 2 and
REMIC 3 and the Basis Risk Reserve Fund.

                  TRUSTEE: The Chase Manhattan Bank and its successors and, if a
successor trustee is appointed hereunder, such successor.

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






                                       50
<PAGE>

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

                  TRUSTEE FEE RATE: With respect to any Distribution Date,
0.015% per annum.

                  UNCERTIFICATED INTEREST DISTRIBUTION AMOUNT: With respect to
any Distribution Date and any Uncertificated REMIC Regular Interest, the sum of
(i) one month's interest accrued during the related Interest Accrual Period at
the applicable Uncertificated Pass-Through Rate for such Class on the related
Uncertificated Principal Balance or Uncertificated Notional Amount, as
applicable, subject to reduction pursuant to Section 4.02(e), and (ii) any Class
Unpaid Interest Amounts for such Uncertificated REMIC Regular Interest.

                  UNCERTIFICATED NOTIONAL AMOUNT: With respect to any
Distribution Date and Uncertificated REMIC 2 Regular Interest MT-II-IO, an
amount equal to the lesser of (i) the Group II Aggregate Collateral Balance and
(ii) with respect to any Distribution Date in or before November 2001, the
aggregate Uncertificated Principal Balances of Uncertificated REMIC 1 Regular
Interest II-LTB, Uncertificated REMIC 1 Regular Interest II-LTC, Uncertificated
REMIC 1 Regular Interest II-LTD, Uncertificated REMIC 1 Regular Interest II-LTE,
Uncertificated REMIC 1 Regular Interest II-LTF and Uncertificated REMIC 1
Regular Interest II-LTG; with respect to any Distribution Date after November
2001 and in or before May 2002, the aggregate Uncertificated Principal Balances
of Uncertificated REMIC 1 Regular Interest II-LTC, Uncertificated REMIC 1
Regular Interest II- LTD, Uncertificated REMIC 1 Regular Interest II-LTE,
Uncertificated REMIC 1 Regular Interest II-LTF and Uncertificated REMIC 1
Regular Interest II-LTG; with respect to any Distribution Date after May 2002
and in or before November 2002, the aggregate Uncertificated Principal Balance
of Uncertificated REMIC 1 Regular Interest II-LTD, Uncertificated REMIC 1
Regular Interest II-LTE, Uncertificated REMIC 1 Regular Interest II-LTF and
Uncertificated REMIC 1 Regular Interest II- LTG; with respect to any
Distribution Date after November 2002 and in or before May 2003, the aggregate
Uncertificated Principal Balances of Uncertificated REMIC 1 Regular Interest
II-LTE, REMIC 1 Regular Interest II-LTF and REMIC 1 Regular Interest II-LTG;
with respect to any Distribution Date after May 2003 and in or before November
2003, the aggregate Uncertificated Principal Balances of REMIC 1 Regular
Interest II-LTF and Uncertificated REMIC 1 Regular Interest II-LTG; with respect
to any distribution date after November 2003 and in or before July 2004, the
Uncertificated Principal Balance of REMIC 1 Regular Interest II-LTG.

                  UNCERTIFICATED PASS-THROUGH RATE: With respect to each
Uncertificated REMIC 1 Group I Regular Interest and each Interest Accrual
Period, a per annum rate equal to the weighted average of the Net Mortgage Rates
on the Group I Mortgage Loans. With respect to each Uncertificated REMIC 1 Group
II Regular Interest and the first three Interest Accrual Periods, a per annum
rate equal to 12.11%; with respect to each Uncertificated REMIC 1 Group II
Regular Interest and each Interest Accrual Period thereafter, the weighted
average of the Net Mortgage Rates on the Group II Mortgage Loans.

         With respect to each Uncertificated REMIC 2 Group I Regular Interest
and each Interest Accrual Period, a per annum rate equal to the weighted average
of the Uncertificated Pass-Through Rates of the Uncertificated REMIC 1 Group I
Regular Interests. With respect to each Uncertificated REMIC 2 Group I Regular
Interest other than Uncertificated REMIC 2 Regular Interest MT-II-IO and each
Interest Accrual Period, a per annum rate equal to the REMIC 2 Group II Adjusted
Net






                                       51
<PAGE>

WAC Rate. With respect to Uncertificated REMIC 2 Regular Interest MT-II-IO and
the first 36 Interest Accrual Periods, a per annum rate equal to 7.00% per
annum; with respect to Uncertificated REMIC 2 Regular Interest MT-II-IO and each
Accrual Period Thereafter, 0.00% per annum.

                  UNCERTIFICATED PRINCIPAL BALANCE: With respect to each
Uncertificated REMIC 1 Regular Interest on any date of determination, the amount
set forth in the Preliminary Statement hereto minus the sum of (x) the aggregate
of all amounts previously deemed distributed with respect to such interest and
applied to reduce the Uncertificated Principal Balance thereof pursuant to
Section 4.08(a)(ii) and (y) the aggregate of all reductions in Class Principal
Balance deemed to have occurred in connection with Realized Losses that were
previously deemed allocated to the Uncertificated Principal Balance of such
Uncertificated REMIC 1 Regular Interest pursuant to Section 4.08(d).

         With respect to each Uncertificated REMIC 2 Regular Interest (other
than Uncertificated REMIC 2 Regular Interest MT-II-IO) on any date of
determination, the amount set forth in the Preliminary Statement hereto minus
the sum of (x) the aggregate of all amounts previously deemed distributed with
respect to such interest and applied to reduce the Uncertificated Principal
Balance thereof pursuant to Section 4.09(a)(ii) and (y) the aggregate of all
reductions in Class Principal Balance deemed to have occurred in connection with
Realized Losses that were previously deemed allocated to the Uncertificated
Principal Balance of such Uncertificated REMIC 2 Regular Interest pursuant to
Section 4.09(d).

                  UNCERTIFICATED REMIC 1 ACCRUED INTEREST: With respect to any
Uncertificated REMIC 1 Regular Interest for any Distribution Date, one month's
interest at the related Uncertificated Pass-Through Rate for such Distribution
Date, accrued on the related Uncertificated Principal Balance immediately prior
to such Distribution Date.

                  For purposes of calculating the amount of Uncertificated REMIC
1 Accrued Interest for the Uncertificated REMIC 1 Group I Regular Interests for
any Distribution Date, any Net Interest Shortfalls relating to the Group I
Mortgage Loans for any Distribution Date allocated to the Uncertificated REMIC 2
Group I Regular Interests shall be allocated to Uncertificated REMIC 1 Group I
Regular Interests in the same amounts and priorities as allocated to the
Corresponding Uncertificated Interests.

                  For purposes of calculating the amount of Uncertificated REMIC
1 Accrued Interest for the Uncertificated REMIC 1 Group II Regular Interests for
any Distribution Date, any Net Interest Shortfalls relating to the Group II
Mortgage Loans for any Distribution Date shall be allocated first to
Uncertificated REMIC 1 Regular Interest II-LTA, second to Uncertificated REMIC 1
Regular Interest II-LTB, third to Uncertificated REMIC 1 Regular Interest
II-LTC, fourth to Uncertificated REMIC 1 Regular Interest II-LTD, fifth to
Uncertificated REMIC 1 Regular Interest II-LTE, sixth to Uncertificated REMIC 1
Regular Interest II-LTF, and then to Uncertificated REMIC 1 Regular Interest
II-LTG, in each case to the extent of one month's interest at the then
applicable respective Uncertificated Pass-Through Rate on the respective
Uncertificated Principal Balance of each such Uncertificated REMIC 1 Group II
Regular Interest.

                  UNCERTIFICATED REMIC 2 ACCRUED INTEREST: With respect to any
Uncertificated REMIC 2 Regular Interest for any Distribution Date, one month's
interest at the related






                                       52
<PAGE>

Uncertificated Pass-Through Rate for such Distribution Date, accrued on the
related Uncertificated Principal Balance or Uncertificated Notional Amount, as
applicable, immediately prior to such Distribution Date.

                  For purposes of calculating the amount of Uncertificated REMIC
2 Accrued Interest for the Uncertificated REMIC 2 Group I Regular Interests for
any Distribution Date, any Net Interest Shortfalls relating to the Group I
Mortgage Loans for any Distribution Date allocated to the Group I Certificates
shall be allocated to Uncertificated REMIC 2 Group I Regular Interests in the
same amounts and priorities as allocated to the Corresponding Certificates.

                  For purposes of calculating the amount of Uncertificated REMIC
2 Accrued Interest for the Uncertificated REMIC 2 Group II Regular Interests for
any Distribution Date, any Net Interest Shortfalls relating to the Group II
Loans for any Distribution Date shall be allocated first, to Uncertificated
REMIC 2 Accrued Interest payable to Uncertificated REMIC 2 Regular Interest
MT-II-1 and Uncertificated REMIC 2 Regular Interest MT-II-6 up to an aggregate
amount equal to the REMIC 2 Group II Interest Loss Allocation Amount, 98% and
2%, respectively, and thereafter any remaining Prepayment Interest Shortfalls
(to the extent not covered by a Compensating Interest Payment) relating to the
Group II Loans for any Distribution Date shall be allocated among Uncertificated
REMIC 2 Regular Interests MT-II-2, MT-II-3, MT-II-4, MT-II-5 and MT-II-6, pro
rata based on, and to the extent of, Uncertificated REMIC 2 Accrued Interest, as
calculated without application of this sentence.

                  UNCERTIFICATED REMIC 1 GROUP I REGULAR INTERESTS:
Uncertificated REMIC 1 Regular Interest I-LT, Uncertificated REMIC 1 Regular
Interest I-LT-P and Uncertificated REMIC 1 Regular Interest I-LT-R.

                  UNCERTIFICATED REMIC 1 GROUP II REGULAR INTERESTS:
Uncertificated REMIC 1 Regular Interest II-LTA, Uncertificated REMIC 1 Regular
Interest II-LTB, Uncertificated REMIC 1 Regular Interest II-LTC, Uncertificated
REMIC 1 Regular Interest II-LTD, Uncertificated REMIC 1 Regular Interest II-LTE,
Uncertificated REMIC 1 Regular Interest II-LTF and Uncertificated REMIC 1
Regular Interest II-LTG.

                  UNCERTIFICATED REMIC 2 GROUP I REGULAR INTERESTS:
Uncertificated REMIC 2 Regular Interest MT-I-A1, Uncertificated REMIC 2 Regular
Interest MT-I-A3, Uncertificated REMIC 2 Regular Interest MT-I-A4,
Uncertificated REMIC 2 Regular Interest MT-I-B1, Uncertificated REMIC 2 Regular
Interest MT-I-B2, Uncertificated REMIC 2 Regular Interest MT-I-R and
Uncertificated REMIC 2 Regular Interest MT-I-P.

                  UNCERTIFICATED REMIC 2 GROUP II REGULAR INTERESTS:
Uncertificated REMIC 2 Regular Interest MT-II-1, Uncertificated REMIC 2 Regular
Interest MT-II-2, Uncertificated REMIC 2 Regular Interest MT-II-3,
Uncertificated REMIC 2 Regular Interest MT-II-4, Uncertificated REMIC 2 Regular
Interest MT-II-5, Uncertificated REMIC 2 Regular Interest MT-II-6 and
Uncertificated REMIC 2 Regular Interest MT-II-IO.

                  UNCERTIFICATED REMIC 1 REGULAR INTEREST I-LT: An
uncertificated partial undivided beneficial ownership interest in REMIC 1 having
a principal balance equal to its respective






                                       53
<PAGE>

Uncertificated Principal Balance and which bears interest at a rate equal to its
respective Uncertificated Pass-Through Rate.

                  UNCERTIFICATED REMIC 1 REGULAR INTEREST I-LT-P: An
uncertificated partial undivided beneficial ownership interest in REMIC 1 having
a principal balance equal to its respective Uncertificated Principal Balance and
which bears interest at a rate equal to its respective Uncertificated
Pass-Through Rate.

                  UNCERTIFICATED REMIC 1 REGULAR INTEREST I-LT-R: An
uncertificated partial undivided beneficial ownership interest in REMIC 1 having
a principal balance equal to its respective Uncertificated Principal Balance and
which bears interest at a rate equal to its respective Uncertificated
Pass-Through Rate.

                  UNCERTIFICATED REMIC 1 REGULAR INTEREST II-LTA: An
uncertificated partial undivided beneficial ownership interest in REMIC 1 having
a principal balance equal to its respective Uncertificated Principal Balance and
which bears interest at a rate equal to its respective Uncertificated
Pass-Through Rate.

                  UNCERTIFICATED REMIC 1 REGULAR INTEREST II-LTB: An
uncertificated partial undivided beneficial ownership interest in REMIC 1 having
a principal balance equal to its respective Uncertificated Principal Balance and
which bears interest at a rate equal to its respective Uncertificated
Pass-Through Rate.

                  UNCERTIFICATED REMIC 1 REGULAR INTEREST II-LTC: An
uncertificated partial undivided beneficial ownership interest in REMIC 1 having
a principal balance equal to its respective Uncertificated Principal Balance and
which bears interest at a rate equal to its respective Uncertificated
Pass-Through Rate.

                  UNCERTIFICATED REMIC 1 REGULAR INTEREST II-LTD: An
uncertificated partial undivided beneficial ownership interest in REMIC 1 having
a principal balance equal to its respective Uncertificated Principal Balance and
which bears an interest rate equal to its respective Uncertificated Pass-Through
Rate.

                  UNCERTIFICATED REMIC 1 REGULAR INTEREST II-LTE: An
uncertificated partial undivided beneficial ownership interest in REMIC 1 having
a principal balance equal to its respective Uncertificated Principal Balance and
which bears an interest rate equal to its respective Uncertificated Pass-Through
Rate.

                  UNCERTIFICATED REMIC 1 REGULAR INTEREST II-LTF: An
uncertificated partial undivided beneficial ownership interest in REMIC 1 having
a principal balance equal to its respective Uncertificated Principal Balance and
which bears an interest rate equal to its respective Uncertificated Pass-Through
Rate.

                  UNCERTIFICATED REMIC 1 REGULAR INTEREST II-LTG: An
uncertificated partial undivided beneficial ownership interest in REMIC 1 having
a principal balance equal to its respective Uncertificated Principal Balance and
which bears an interest rate equal to its respective Uncertificated Pass-Through
Rate.






                                       54
<PAGE>

                  UNCERTIFICATED REMIC 2 REGULAR INTEREST MT-I-A1: An
uncertificated partial undivided beneficial ownership interest in REMIC 2 having
a principal balance equal to its respective Uncertificated Principal Balance and
which bears interest at a rate equal to its respective Uncertificated
Pass-Through Rate.

                  UNCERTIFICATED REMIC 2 REGULAR INTEREST MT-I-A3: An
uncertificated partial undivided beneficial ownership interest in REMIC 2 having
a principal balance equal to its respective Uncertificated Principal Balance and
which bears interest at a rate equal to its respective Uncertificated
Pass-Through Rate.

                  UNCERTIFICATED REMIC 2 REGULAR INTEREST MT-I-A4: An
uncertificated partial undivided beneficial ownership interest in REMIC 2 having
a principal balance equal to its respective Uncertificated Principal Balance and
which bears interest at a rate equal to its respective Uncertificated
Pass-Through Rate.

                  UNCERTIFICATED REMIC 2 REGULAR INTEREST MT-I-B1: An
uncertificated partial undivided beneficial ownership interest in REMIC 2 having
a principal balance equal to its respective Uncertificated Principal Balance and
which bears interest at a rate equal to its respective Uncertificated
Pass-Through Rate.

                  UNCERTIFICATED REMIC 2 REGULAR INTEREST MT-I-B2: An
uncertificated partial undivided beneficial ownership interest in REMIC 2 having
a principal balance equal to its respective Uncertificated Principal Balance and
which bears interest at a rate equal to its respective Uncertificated
Pass-Through Rate.

                  UNCERTIFICATED REMIC 2 REGULAR INTEREST MT-I-P: An
uncertificated partial undivided beneficial ownership interest in REMIC 2 having
a principal balance equal to its respective Uncertificated Principal Balance and
which bears interest at a rate equal to its respective Uncertificated
Pass-Through Rate.

                  UNCERTIFICATED REMIC 2 REGULAR INTEREST MT-I-R: An
uncertificated partial undivided beneficial ownership interest in REMIC 2 having
a principal balance equal to its respective Uncertificated Principal Balance and
which bears interest at a rate equal to its respective Uncertificated
Pass-Through Rate.

                  UNCERTIFICATED REMIC 2 REGULAR INTEREST MT-II-1: An
uncertificated partial undivided beneficial ownership interest in REMIC 2 having
a principal balance equal to its respective Uncertificated Principal Balance and
which bears interest at a rate equal to its respective Uncertificated
Pass-Through Rate.

                  UNCERTIFICATED REMIC 2 REGULAR INTEREST MT-II-2: An
uncertificated partial undivided beneficial ownership interest in REMIC 2 having
a principal balance equal to its respective Uncertificated Principal Balance and
which bears interest at a rate equal to its respective Uncertificated
Pass-Through Rate.

                  UNCERTIFICATED REMIC 2 REGULAR INTEREST MT-II-3: An
uncertificated partial undivided beneficial ownership interest in REMIC 2 having
a principal balance equal to its






                                       55
<PAGE>

respective Uncertificated Principal Balance and which bears interest at a rate
equal to its respective Uncertificated Pass-Through Rate.

                  UNCERTIFICATED REMIC 2 REGULAR INTEREST MT-II-4: An
uncertificated partial undivided beneficial ownership interest in REMIC 2 having
a principal balance equal to its respective Uncertificated Principal Balance and
which bears interest at a rate equal to its respective Uncertificated
Pass-Through Rate.

                  UNCERTIFICATED REMIC 2 REGULAR INTEREST MT-II-5: An
uncertificated partial undivided beneficial ownership interest in REMIC 2 having
a principal balance equal to its respective Uncertificated Principal Balance and
which bears interest at a rate equal to its respective Uncertificated
Pass-Through Rate.

                  UNCERTIFICATED REMIC 2 REGULAR INTEREST MT-II-6: An
uncertificated partial undivided beneficial ownership interest in REMIC 2 having
a principal balance equal to its respective Uncertificated Principal Balance and
which bears interest at a rate equal to its respective Uncertificated
Pass-Through Rate.

                  UNCERTIFICATED REMIC 2 REGULAR INTEREST MT-II-IO: An
uncertificated partial undivided beneficial ownership interest in REMIC 2 having
a notional amount equal to its respective Notional Amount and which bears
interest at a rate equal to its respective Uncertificated Pass- Through Rate.

                  UNCERTIFICATED REGULAR INTERESTS: Collectively, the
Uncertificated REMIC 1 Regular Interests and Uncertificated REMIC 2 Regular
Interests.

                  UNCERTIFICATED REMIC 1 REGULAR INTERESTS: Uncertificated REMIC
1 Regular Interests I-LT, I-LT-P, I-LT-R, II-LTA, II-LTB, II-LTC, II-LTD,
II-LTE, II-LTF and II-LTG.

                  UNCERTIFICATED REMIC 2 REGULAR INTERESTS: Uncertificated REMIC
2 Regular Interests MT-I-A1, MT-I-A3, MT-I-A4, MT-I-B1, MT-I-B2, MT-I-R, MT-I-P,
MT-II-1, MT-II-2, MT-II-3, MT-II-4, MT-II-5, MT-II-6 and MT-II-IO.

                  UNCERTIFICATED REMIC 1 REGULAR INTEREST I-LT DISTRIBUTION
AMOUNT: With respect to any Distribution Date, the sum of the amounts deemed to
be distributed on the Uncertificated REMIC 1 Regular Interest I-LT for such
Distribution Date pursuant to Section 4.08(a).

                  UNCERTIFICATED REMIC 1 REGULAR INTEREST I-LT-P DISTRIBUTION
AMOUNT: With respect to any Distribution Date, the sum of the amounts deemed to
be distributed on the Uncertificated REMIC 1 Regular Interest I-LT-P for such
Distribution Date pursuant to Section 4.08(a).

                  UNCERTIFICATED REMIC 1 REGULAR INTEREST I-LT-R DISTRIBUTION
AMOUNT: With respect to any Distribution Date, the sum of the amounts deemed to
be distributed on the Uncertificated REMIC 1 Regular Interest I-LT-R for such
Distribution Date pursuant to Section 4.08(a).

                  UNCERTIFICATED REMIC 1 REGULAR INTEREST LTR-I DISTRIBUTION
AMOUNT: With respect to any Distribution Date, the sum of the amounts deemed to
be distributed on the Uncertificated REMIC 1 Regular Interest LTR-I for such
Distribution Date pursuant to Section 4.08(a).






                                       56
<PAGE>

                  UNCERTIFICATED REMIC 1 REGULAR INTEREST II-LTA DISTRIBUTION
AMOUNT: With respect to any Distribution Date, the sum of the amounts deemed to
be distributed on the Uncertificated REMIC 1 Regular Interest II-LTA for such
Distribution Date pursuant to Section 4.08(a).

                  UNCERTIFICATED REMIC 1 REGULAR INTEREST II-LTB DISTRIBUTION
AMOUNT: With respect to any Distribution Date, the sum of the amounts deemed to
be distributed on the Uncertificated REMIC 1 Regular Interest II-LTB for such
Distribution Date pursuant to Section 4.08(a).

                  UNCERTIFICATED REMIC 1 REGULAR INTEREST II-LTC DISTRIBUTION
AMOUNT: With respect to any Distribution Date, the sum of the amounts deemed to
be distributed on the Uncertificated REMIC 1 Regular Interest II-LTC for such
Distribution Date pursuant to Section 4.08(a).

                  UNCERTIFICATED REMIC 1 REGULAR INTEREST II-LTD DISTRIBUTION
AMOUNT: With respect to any Distribution Date, the sum of the amounts deemed to
be distributed on the Uncertificated REMIC 1 Regular Interest II-LTD for such
Distribution Date pursuant to Section 4.08(a).

                  UNCERTIFICATED REMIC 1 REGULAR INTEREST II-LTE DISTRIBUTION
AMOUNT: With respect to any Distribution Date, the sum of the amounts deemed to
be distributed on the Uncertificated REMIC 1 Regular Interest II-LTE for such
Distribution Date pursuant to Section 4.08(a).

                  UNCERTIFICATED REMIC 1 REGULAR INTEREST II-LTF DISTRIBUTION
AMOUNT: With respect to any Distribution Date, the sum of the amounts deemed to
be distributed on the Uncertificated REMIC 1 Regular Interest II-LTF for such
Distribution Date pursuant to Section 4.08(a).

                  UNCERTIFICATED REMIC 1 REGULAR INTEREST II-LTG DISTRIBUTION
AMOUNT: With respect to any Distribution Date, the sum of the amounts deemed to
be distributed on the Uncertificated REMIC 1 Regular Interest II-LTG for such
Distribution Date pursuant to Section 4.08(a).

                  UNCERTIFICATED REMIC 2 REGULAR INTEREST MT-I-A1DISTRIBUTION
AMOUNT: With respect to any Distribution Date, the sum of the amounts deemed to
be distributed on the Uncertificated REMIC 2 Regular Interest MT-I-A1 for such
Distribution Date pursuant to Section 4.09(a).

                  UNCERTIFICATED REMIC 2 REGULAR INTEREST MT-I-A3 DISTRIBUTION
AMOUNT: With respect to any Distribution Date, the sum of the amounts deemed to
be distributed on the Uncertificated REMIC 2 Regular Interest MT-I-A3 for such
Distribution Date pursuant to Section 4.09(a).

                  UNCERTIFICATED REMIC 2 REGULAR INTEREST MT-I-A4 DISTRIBUTION
AMOUNT: With respect to any Distribution Date, the sum of the amounts deemed to
be distributed on the Uncertificated REMIC 2 Regular Interest MT-I-A4 for such
Distribution Date pursuant to Section 4.09(a).

                  UNCERTIFICATED REMIC 2 REGULAR INTEREST MT-I-B1 DISTRIBUTION
AMOUNT: With respect to any Distribution Date, the sum of the amounts deemed to
be distributed on the Uncertificated REMIC 2 Regular Interest MT-I-B1 for such
Distribution Date pursuant to Section 4.09(a).






                                       57
<PAGE>

                  UNCERTIFICATED REMIC 2 REGULAR INTEREST MT-I-B2 DISTRIBUTION
AMOUNT: With respect to any Distribution Date, the sum of the amounts deemed to
be distributed on the Uncertificated REMIC 2 Regular Interest MT-I-B2 for such
Distribution Date pursuant to Section 4.09(a).

                  UNCERTIFICATED REMIC 2 REGULAR INTEREST MT-I-P DISTRIBUTION
AMOUNT: With respect to any Distribution Date, the sum of the amounts deemed to
be distributed on the Uncertificated REMIC 2 Regular Interest MT-I-P for such
Distribution Date pursuant to Section 4.09(a).

                  UNCERTIFICATED REMIC 2 REGULAR INTEREST MT-I-R DISTRIBUTION
AMOUNT: With respect to any Distribution Date, the sum of the amounts deemed to
be distributed on the Uncertificated REMIC 2 Regular Interest MT-I-R for such
Distribution Date pursuant to Section 4.09(a).

                  UNCERTIFICATED REMIC 2 REGULAR INTEREST MT-II-1 DISTRIBUTION
AMOUNT: With respect to any Distribution Date, the sum of the amounts deemed to
be distributed on the Uncertificated REMIC 2 Regular Interest MT-II-1 for such
Distribution Date pursuant to Section 4.09(a).

                  UNCERTIFICATED REMIC 2 REGULAR INTEREST MT-II-2 DISTRIBUTION
AMOUNT: With respect to any Distribution Date, the sum of the amounts deemed to
be distributed on the Uncertificated REMIC 2 Regular Interest MT-II-2 for such
Distribution Date pursuant to Section 4.09(a).

                  UNCERTIFICATED REMIC 2 REGULAR INTEREST MT-II-3 DISTRIBUTION
AMOUNT: With respect to any Distribution Date, the sum of the amounts deemed to
be distributed on the Uncertificated REMIC 2 Regular Interest MT-II-3 for such
Distribution Date pursuant to Section 4.09(a).

                  UNCERTIFICATED REMIC 2 REGULAR INTEREST MT-II-4 DISTRIBUTION
AMOUNT: With respect to any Distribution Date, the sum of the amounts deemed to
be distributed on the Uncertificated REMIC 2 Regular Interest MT-II-4 for such
Distribution Date pursuant to Section 4.09(a).

                  UNCERTIFICATED REMIC 2 REGULAR INTEREST MT-II-5 DISTRIBUTION
AMOUNT: With respect to any Distribution Date, the sum of the amounts deemed to
be distributed on the Uncertificated REMIC 2 Regular Interest MT-II-5 for such
Distribution Date pursuant to Section 4.09(a).

                  UNCERTIFICATED REMIC 2 REGULAR INTEREST MT-II-6 DISTRIBUTION
AMOUNT: With respect to any Distribution Date, the sum of the amounts deemed to
be distributed on the Uncertificated REMIC 2 Regular Interest MT-II-6 for such
Distribution Date pursuant to Section 4.09(a).

                  UNCERTIFICATED REMIC 2 REGULAR INTEREST MT-II-IO DISTRIBUTION
AMOUNT: With respect to any Distribution Date, the sum of the amounts deemed to
be distributed on the Uncertificated REMIC 2 Regular Interest MT-II-IO for such
Distribution Date pursuant to Section 4.09(a).

                  UNCERTIFICATED REMIC 1 REGULAR INTEREST DISTRIBUTION AMOUNTS:
The Uncertificated REMIC 1 Regular Interest I-LT Distribution Amount,
Uncertificated REMIC 1 Regular Interest I- LT-P Distribution Amount,
Uncertificated REMIC 1 Regular Interest I-LT-R Distribution Amount,
Uncertificated REMIC 1 Regular Interest II-LTA Distribution Amount,
Uncertificated REMIC 1 Regular Interest II-LTB Distribution Amount,
Uncertificated REMIC 1 Regular Interest II-LTC






                                       58
<PAGE>

Distribution Amount, Uncertificated REMIC 1 Regular Interest II-LTD,
Distribution Amount, Uncertificated REMIC 1 Regular Interest II-LTE Distribution
Amount, Uncertificated REMIC 1 Regular Interest II-LTF Distribution Amount and
Uncertificated REMIC 1 Regular Interest II-LTG Distribution Amount.

                  UNCERTIFICATED REMIC 2 REGULAR INTEREST DISTRIBUTION AMOUNTS:
The Uncertificated REMIC 2 Regular Interest MT-I-A1 Distribution Amount,
Uncertificated REMIC 2 Regular Interest MT-I-A3 Distribution Amount,
Uncertificated REMIC 2 Regular Interest MT-I-A4 Distribution Amount,
Uncertificated REMIC 2 Regular Interest MT-I-B1 Distribution Amount,
Uncertificated REMIC 2 Regular Interest MT-I-B2 Distribution Amount,
Uncertificated REMIC 2 Regular Interest MT-I-R Distribution Amount,
Uncertificated REMIC 2 Regular Interest MT-I-P Distribution Amount,
Uncertificated REMIC 2 Regular Interest MT-II-1 Distribution Amount,
Uncertificated REMIC 2 Regular Interest MT-II-2 Distribution Amount,
Uncertificated REMIC 2 Regular Interest MT-II-3 Distribution Amount,
Uncertificated REMIC 2 Regular Interest MT-II-4 Distribution Amount,
Uncertificated REMIC 2 Regular Interest MT-II-5 Distribution Amount,
Uncertificated REMIC 2 Regular Interest MT-II-6 Distribution Amount and
Uncertificated REMIC 2 Regular Interest MT-II-IO Distribution Amount.

                  UNITED STATES PERSON: A citizen or resident of the United
States, a corporation or a partnership (including an entity treated as a
corporation or partnership for United States federal income tax purposes)
created or organized in, or under the laws of, the United States or any State
thereof or the District of Columbia (except, in the case of a partnership, to
the extent provided in regulations) provided that, for purposes solely of the
restrictions on the transfer of Class A-R Certificates, no partnership or other
entity treated as a partnership for United States federal income tax purposes
shall be treated as a United States Person unless all persons that own an
interest in such partnership either directly or through any entity that is not a
corporation for United States federal income tax purposes are required to be
United States Persons or an estate whose income is subject to United States
federal income tax regardless of its source, or a trust if a court within the
United States is able to exercise primary supervision over the administration of
the trust and one or more such United States Persons have the authority to
control all substantial decisions of the trust. To the extent prescribed in
regulations by the Secretary of the Treasury, which have not yet been issued, a
trust which was in existence on August 20, 1996 (other than a trust treated as
owned by the grantor under subpart E of part I of subchapter J of chapter 1 of
the Code), and which was treated as a United States person on August 20, 1996
may elect to continue to be treated as a United States Person notwithstanding
the previous sentence.

                  UNINSURED LOSS: Any loss on the Certificates that results from
a loss on the Mortgage Loans resulting from defaults by the Mortgagors that was
not covered by the Pool Insurance Policy.

                  VESTA: Vesta Servicing, L.P., a Delaware limited partnership,
formerly known as Calmco Servicing L.P.

                  VOTING RIGHTS: The portion of the voting rights of all of the
Certificates which is allocated to any Certificate. As of any date of
determination, (a) 0.25% of all Voting Rights shall be allocated to each Class
of Class A-R Certificates (such Voting Rights to be allocated among the holders
of Certificates of each such Class in accordance with their respective
Percentage Interests) (b) 1% of all Voting Rights shall be allocated to each
Class of Notional Amount Certificates (such






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<PAGE>

Voting Rights to be allocated among the holders of Certificates of each such
Class in accordance with their respective Percentage Interests) and the Class P
Certificates, and (c) the remaining Voting Rights shall be allocated among
Holders of the remaining Classes of Certificates in proportion to the
Certificate Balances of their respective Certificates on such date. All voting
rights of the Holders of the Insured Certificates shall be allocated to the
Certificate Insurer.

                  SECTION 1.02.             Interest Calculations.

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




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<PAGE>

                                   ARTICLE II

                          CONVEYANCE OF MORTGAGE LOANS;
                         REPRESENTATIONS AND WARRANTIES

         SECTION 2.01.              Conveyance of Mortgage Loans.

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

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

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

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




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<PAGE>

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

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

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

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

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

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




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<PAGE>

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

                  (ix) in the case of the First Mortgage Loans, the original
         mortgage title insurance policy, or copy of title commitment (or in
         appropriate jurisdictions, attorney's opinion of title and abstract of
         title).

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

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

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

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




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<PAGE>

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

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

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




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<PAGE>

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

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

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

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

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

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

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

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




                                       65
<PAGE>

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

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

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

                  (vii) such Subsequent Mortgage Loan will not have a Net
         Mortgage Rate less than 7.00% per annum;

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

                  (ix) such Subsequent Mortgage Loan will not have a Combined
         Loan-to-Value Ratio greater than 100%;

                  (x) no Subsequent Mortgage Loan shall have a final maturity
         date later than September 1, 2031;

                  (xi) such Subsequent Mortgage Loan will not have a Principal
         Balance greater than $399,569;

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

                  (xiii) such Subsequent Mortgage Loan will have an initial
         payment date on or prior to November 1, 2001;

                  (xiv) such Subsequent Mortgage Loan will be otherwise
         acceptable to the Rating Agencies;

                  (xv) following the conveyance of the Subsequent Mortgage Loans
         on such Subsequent Transfer Date the characteristics of the Mortgage
         Loans in the Mortgage Pool will be as follows:

                           (A)      a weighted average Mortgage Rate of at least
                                    8.95% per annum;

                           (B)      a weighted average remaining term to stated
                                    maturity of less than 200 months;

                           (C)      a weighted average Combined Loan-to-Value
                                    Ratio of not more than 91%;

                           (D)      no more than 63% of the Mortgage Loans by
                                    aggregate Cut-off Date Principal Balance
                                    will be balloon loans;




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<PAGE>

                           (E)      no more than 54% of the Mortgage Loans by
                                    aggregate Cut-off Date Principal Balance
                                    will be concentrated in one state; and

                           (F)      no more than 4.5% of the Mortgage Loans by
                                    aggregate Cut-off Date Principal Balance
                                    will relate to non-owner occupied
                                    properties.

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

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

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

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

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

         SECTION 2.02.              Acceptance by the Trustee.

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

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




                                       67
<PAGE>

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

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

                  The Seller shall promptly correct or cure such defect within
90 days from the date it was so notified of such defect and, if the Seller does
not correct or cure such defect within such period, the Seller shall either (a)
substitute for the related Mortgage Loan a Qualified Substitute Mortgage Loan,
which substitution shall be accomplished in the manner and subject to the
conditions set forth in Section 2.03, or (b) purchase such Mortgage Loan from
the Trustee within 90 days from the date the Seller was notified of such defect
in writing at the Repurchase Price of such Mortgage Loan; PROVIDED, HOWEVER,
that in no event shall such substitution or repurchase occur more than 540 days
from the Closing Date, except that if the substitution or repurchase of a
Mortgage Loan pursuant to this provision is required by reason of a delay in
delivery of any documents by the appropriate recording office, then such
substitution or repurchase shall occur within 720 days from the Closing Date;
and FURTHER PROVIDED, that the Seller shall have no liability for recording any
Assignment of Mortgage in favor of the Trustee or for the Trustee's failure to
record such Assignment of Mortgage, and the Seller shall not be obligated to
repurchase or cure any Mortgage Loan solely as a result of the Trustee's failure
to record such Assignment of Mortgage. The Trustee shall deliver written notice
to each Rating Agency and the Certificate Insurer within 270 days from the
Closing Date indicating each Mortgage Loan (a) the Assignment of Mortgage which
has not been returned by the appropriate recording office or (b) as to which
there is a dispute as to location or status of such Mortgage Loan. Such notice
shall be delivered every 90 days thereafter until the Assignment of Mortgage for
the related Mortgage Loan is returned to the Trustee or the dispute as to
location or status has been resolved. Any such substitution pursuant to (a)
above shall not be effected prior to the delivery to the Trustee of the Opinion
of Counsel required by Section 2.05 hereof, if any, and any substitution
pursuant to (a) above shall not be effected prior to the additional delivery to
the Trustee of a Request for Release substantially in the form of Exhibit N. No
substitution is permitted to be made in any calendar month after the
Determination Date for such month. The Repurchase Price for any such Mortgage
Loan shall be deposited by the Seller in the Certificate Account on or prior to
the Business Day immediately preceding such Distribution Date in the month
following the month of repurchase and, upon receipt of such deposit and
certification with respect thereto in the form of Exhibit N hereto, the Trustee
shall release the related Mortgage File to the Seller and shall execute and
deliver at such entity's request such instruments of transfer or assignment
prepared by such entity, in each case without recourse, as shall be necessary to
vest in such entity, or a designee, the Trustee's interest in any Mortgage Loan
released pursuant hereto. In furtherance of the foregoing, if the Seller is not
a member of MERS and repurchases a Mortgage Loan which is registered on the
MERS(R) System, the Seller, at its own expense and without any right of
reimbursement, shall cause MERS to execute and deliver an assignment of the
Mortgage in




                                       68
<PAGE>

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

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

                  Not later than 90 days after the end of the Pre-Funding
Period, the Custodian is required to deliver the Depositor, the Seller, the
Trustee, the Certificate Insurer and the Servicer a Final Certification with
respect to the Subsequent Mortgage Loans in the form annexed hereto as Exhibit
I, with any applicable exceptions noted thereon.

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

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

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

         SECTION 2.03. Representations and Warranties of the Seller, the Special
Servicer and Servicer.




                                       69
<PAGE>

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

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

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

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

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

                  (f) Upon discovery by any of the parties hereto or the
Certificate Insurer of a breach of a representation or warranty made pursuant to
Section 2.03(e) that materially and adversely affects the interests of the
Certificateholders in any Mortgage Loan (determined without regard to the
Certificate Insurance Policy), the party discovering such breach shall give
prompt notice thereof to the other parties and to the Certificate Insurer. The
Seller hereby covenants that within 90 days of the earlier of its discovery or
its receipt of written notice from any party of a breach of any representation
or warranty made by it pursuant to Section 2.03(e) which materially and
adversely affects the interests of the Certificateholders (determined without
regard to the Certificate Insurance Policy) in any Mortgage Loan sold by the
Seller to the Depositor, it shall cure such breach in all material respects, and
if such breach is not so cured, shall, (i) if such 90-day period expires prior
to the second anniversary of the Closing Date, remove such Mortgage Loan (a
"DELETED MORTGAGE LOAN") from the Trust Fund and substitute in its place a
Qualified Substitute Mortgage Loan, in the manner and subject to the conditions
set forth in this Section; or (ii) repurchase the affected Mortgage Loan from
the Trustee at the Repurchase Price in the manner set forth below; PROVIDED,
HOWEVER, that any such substitution pursuant to (i) above shall not be effected
prior to the delivery to the Trustee of the Opinion of Counsel required by
Section 2.05 hereof, if any, and any such substitution pursuant to (i) above
shall not be effected prior to the additional delivery to the Trustee of a
Request for Release substantially in the form of Exhibit N and the Mortgage File
for any such Qualified Substitute Mortgage Loan. The Seller shall promptly
reimburse the Trustee for any actual out-of-pocket expenses reasonably incurred
by the Trustee in respect of enforcing the remedies for such breach. With
respect to any representation and warranties described in this Section which are
made to the best of a Seller's knowledge if it is discovered by the Depositor,
the Seller, the




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<PAGE>

Certificate Insurer or the Trustee that the substance of such representation and
warranty is inaccurate and such inaccuracy materially and adversely affects the
value of the related Mortgage Loan or the interests of the Certificateholders
therein (determined without regard to the Certificate Insurance Policy),
notwithstanding the Seller's lack of knowledge with respect to the substance of
such representation or warranty, such inaccuracy shall be deemed a breach of the
applicable representation or warranty.

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

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

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




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<PAGE>

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

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

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

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

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

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

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

         SECTION 2.06. Execution and Delivery of Certificates; Conveyance of
Uncertificated REMIC Regular Interests.

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




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<PAGE>

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

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

                  (c) The Depositor, concurrently with the execution and
delivery hereof, does hereby transfer, assign, set over and otherwise convey in
trust to the Trustee without recourse all the right, title and interest of the
Depositor in and to the Uncertificated REMIC 2 Regular Interests for the benefit
of the holders of the Regular Certificates and the Class A-R-3 Certificates. The
Trustee acknowledges receipt of the Uncertificated REMIC 2 Regular Interests
(each of which is uncertificated) and declares that it holds and will hold the
same in trust for the exclusive use and benefit of the holders of the Regular
Certificates and the Class A-R-3 Certificates. The interests evidenced by the
Class A- R-3 Certificate, together with the Regular Certificates, constitute the
entire beneficial ownership interest in REMIC 3.

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

         SECTION 2.07.              REMIC Matters.

                  The Preliminary Statement sets forth the designations and
"latest possible maturity date" for federal income tax purposes of all interests
created hereby. The "Startup Day" for purposes of the REMIC Provisions shall be
the Closing Date. The Uncertificated REMIC 1 Regular Interests shall be
designated as the "regular interests" and the Class A-R-1 Certificates shall be
designated as the sole class of "residual interests" in REMIC 1. The
Uncertificated REMIC 2 Regular Interests shall be designated as the "regular
interests" and the Class A-R-2 Certificates shall be designated as the sole
class of "residual interests" in REMIC 2. The Class A, Class M, Class B, Class
XB, Class P and Class II-X Certificates shall be designated as the "regular
interests" in REMIC 3 and the Class A-R-3 Certificates shall be designated the
sole class of "residual interests" in REMIC 3. The Trustee shall not permit the
creation of any "interests" (within the meaning of Section 860G of the Code) in
REMIC 1, REMIC 2 or REMIC 3 other than the Certificates or the Uncertificated
REMIC Regular Interests. The "tax matters person" with respect to each of REMIC
1, REMIC 2 and REMIC 3 shall be the Trustee and the Trustee shall hold the
related Tax Matters Person Certificate in the manner




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<PAGE>

provided under Treasury regulations section 1.860F-4(d) and Treasury regulations
section 301.6231(a)(7)-1. The fiscal year for each REMIC shall be the calendar
year.

         SECTION 2.08.              Covenants of the Servicer.

                  The Servicer hereby covenants to the Depositor, the
Certificate Insurer and the Trustee as follows:

                  (a) The Servicer shall comply in the performance of its
obligations under this Agreement with all reasonable rules and requirements of
the Pool Insurer under the Pool Insurance Policy and of the Special Hazard
Insurer under the Special Hazard Insurance Policy; and

                  (b) No written information, certificate of an officer,
statement furnished in writing or written report delivered to the Depositor, any
affiliate of the Depositor or the Trustee and prepared by the Servicer pursuant
to this Agreement will contain any untrue statement of a material fact.




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<PAGE>

                                   ARTICLE III

                          ADMINISTRATION AND SERVICING
                                OF MORTGAGE LOANS

         SECTION 3.01.              Servicer to Service Mortgage Loans.

                  For and on behalf of the Certificateholders and the
Certificate Insurer, the Servicer shall service and administer the Mortgage
Loans in accordance with the terms of this Agreement and with Accepted Servicing
Practices. Notwithstanding anything in this Agreement, any Servicing Agreement
or any Loss Mitigation Advisory Agreement to the contrary, the Servicer shall
have no duty or obligation to enforce any Loss Mitigation Advisory Agreement or
to supervise, monitor or oversee the activities of the Loss Mitigation Advisor
under its Loss Mitigation Advisory Agreement with respect to any action taken or
not taken by a Servicer pursuant to a recommendation of the Loss Mitigation
Advisor. In connection with such servicing and administration, the Servicer
shall have full power and authority, acting alone and/or through Subservicers as
provided in Section 3.02 hereof, to do or cause to be done any and all things
that it may deem necessary or desirable in connection with such servicing and
administration, including but not limited to, the power and authority, subject
to the terms hereof (i) to execute and deliver, on behalf of the
Certificateholders and the Trustee, customary consents or waivers and other
instruments and documents, (ii) to consent to transfers of any Mortgaged
Property and assumptions of the Mortgage Notes and related Mortgages (but only
in the manner provided in this Agreement), (iii) to collect any Insurance
Proceeds and other Liquidation Proceeds, and (iv) to effectuate foreclosure or
other conversion of the ownership of the Mortgaged Property securing any
Mortgage Loan; provided that the Servicer shall not take any action that is
inconsistent with or prejudices the interests of the Trust Fund or the
Certificateholders in any Mortgage Loan or the rights and interests of the
Depositor, the Trustee or the Certificateholders under this Agreement. The
Trustee will provide a limited power of attorney to the Servicer, prepared by
the Servicer and reasonably acceptable to the Trustee, to permit the Servicer to
act on behalf of the Trustee under this Agreement. The Servicer hereby
indemnifies the Trustee for all costs and expenses incurred by the Trustee in
connection with the negligent or willful misuse of such power of attorney. The
Servicer shall represent and protect the interests of the Trust Fund in the same
manner as it protects its own interests in mortgage loans in its own portfolio
in any claim, proceeding or litigation regarding a Mortgage Loan. The Servicer
further is hereby authorized and empowered in its own name or in the name of the
Subservicer, when such Servicer or the Subservicer, as the case may be, believes
it is appropriate in its best judgment to register any Mortgage Loan on the
MERS(R) System, or cause the removal from the registration of any Mortgage Loan
on the MERS(R) System, to execute and deliver, on behalf of the Trustee and the
Certificateholders or any of them, any and all instruments of assignment and
other comparable instruments with respect to such assignment or re-recording of
a Mortgage in the name of MERS, solely as nominee for the Trustee and its
successors and assigns. Any expenses incurred in connection with the actions
described in the preceding sentence shall be borne by the Servicer in accordance
with Section 3.14, with no right of reimbursement; provided, that if, as a
result of MERS discontinuing or becoming unable to continue operations in
connection with the MERS(R) System, it becomes necessary to remove any Mortgage
Loan from registration on the MERS(R) System and


                                       75

<PAGE>

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

                  In accordance with the standards of the preceding paragraph,
and subject to the terms of the Special Hazard Insurance Policy, the Servicer
shall advance or cause to be advanced funds as necessary for the purpose of
effecting the payment of taxes and assessments on the Mortgaged Properties,
which advances shall be reimbursable in the first instance from related
collections from the Mortgagors pursuant to Section 3.06, and further as
provided in Section 3.08. The costs incurred by the Servicer, if any, in
effecting the timely payments of taxes and assessments on the Mortgaged
Properties and related insurance premiums shall not, for the purpose of
calculating monthly distributions to the Certificateholders, be added to the
Stated Principal Balances of the related Mortgage Loans, notwithstanding that
the terms of such Mortgage Loans so permit.

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

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

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



                                       76
<PAGE>

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

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

         SECTION 3.02. Subservicing; Enforcement of the Obligations of
Subservicers.

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

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

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

                  (c) Notwithstanding any of the provisions of this Agreement
relating to agreements or arrangements between the Servicer and its Subservicer,
the Servicer and its


                                       77
<PAGE>

Outsourcer, or any reference herein to actions taken through the Subservicer,
the Outsourcer, or otherwise, the Servicer shall not be relieved of its
obligations to the Depositor, Trustee or Certificateholders and shall be
obligated to the same extent and under the same terms and conditions

as if it alone were servicing and administering the related Mortgage Loans. The
Servicer shall be entitled to enter into an agreement with its Subservicer and
Outsourcer for indemnification of the Servicer or Outsourcer, as applicable, by
such Subservicer and nothing contained in this Agreement shall be deemed to
limit or modify such indemnification.

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

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

         SECTION 3.03. [Reserved].

         SECTION 3.04. Trustee to Act as Servicer; The Special Servicer.

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

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

                  (b) If directed by Vesta and solely at Vesta's option, the
Servicer shall transfer the servicing of any Group II Mortgage Loan 91 days or
more delinquent to Vesta. Vesta shall thereupon assume all of the rights and
obligations of the Servicer hereunder arising thereafter whether or not Vesta or
the Servicer is hereafter referenced as having such obligation (except that
Vesta shall not be (i) liable for losses of such Servicer pursuant to Section
3.09 hereof or any acts or omissions of the related predecessor Servicer
hereunder prior to the transfer of such servicing or (ii) deemed to have made
any representations and warranties of the predecessor Servicer hereunder). Upon
the transfer of the servicing of any such Group II Mortgage Loan to Vesta, Vesta
shall (i) be entitled to the Servicing Fee and other compensation with respect
to such Group II Mortgage Loans pursuant to Section 3.14 and (ii) reimburse the
Servicer for any unreimbursed Advances and




                                       78
<PAGE>

Servicing Advances made by the Servicer and any accrued and unpaid Servicing Fee
due to the Servicer with respect to such servicing.

                  In connection with the transfer of the servicing of any Group
II Mortgage Loan to Vesta, the Servicer shall, at Vesta's expense, deliver to
Vesta all documents and records relating to such Mortgage Loans and an
accounting of amounts collected or held by it and otherwise use its best efforts
to effect the orderly and efficient transfer of the servicing to Vesta. In
addition, Vesta shall notify the Trustee of such transfer and amend the Mortgage
Loan Schedule to reflect that such Mortgage Loans are Special Serviced Loans.

                  Notwithstanding the foregoing, Vesta may be replaced as
Special Servicer of such Group II Mortgage Loans by the holders of 51% of the
aggregate Class Principal Balance of the Class II-B Certificates.

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

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




                                       79
<PAGE>

payment (whether under a Mortgage, Mortgage Note or otherwise or against any
public or governmental authority with respect to a taking or condemnation) if it
reasonably believes that enforcing the provision of the Mortgage or other
instrument pursuant to which such payment is required is prohibited by
applicable law.

                  (b) The Servicer shall segregate and hold all funds collected
and received pursuant to a Mortgage Loan separate and apart from any of its own
funds and general assets and shall establish and maintain one or more Collection
Accounts, in the form of time deposit or demand accounts, titled "[Servicer's
name], in trust for the Holders of Credit Suisse First Boston Mortgage
Securities Corp., CSFB Mortgage Pass-Through Certificates, Series 2001-S15" or,
if established and maintained by a Subservicer on behalf of the Servicer,
"[Subservicer's name], in trust for [Servicer's name]" or "[Subservicer's name],
as agent, trustee and/or bailee of principal and interest custodial account for
[Servicer's name], its successors and assigns, for various owners of interest in
[Servicer's name] mortgage-backed pools". Each Collection Account shall be an
Eligible Account. Any funds deposited in a Collection Account shall at all times
be either invested in Eligible Investments or shall be fully insured to the full
extent permitted under applicable law. Funds deposited in a Collection Account
may be drawn on by the Servicer in accordance with Section 3.08.

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

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

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

                  (iii)    all Liquidation Proceeds on the Mortgage Loans;

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

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

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

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




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<PAGE>

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

                  The foregoing requirements for deposit into each Collection
Account shall be exclusive, it being understood and agreed that, without
limiting the generality of the foregoing, Ancillary Income need not be deposited
by the Servicer into such Collection Account. In addition, notwithstanding the
provisions of this Section 3.05, the Servicer may deduct from amounts received
by it, prior to deposit to the applicable Collection Account, any portion of any
Scheduled Payment representing the applicable Servicing Fee. In the event that
the Servicer shall remit any amount not required to be remitted, it may at any
time withdraw or direct the institution maintaining the related Collection
Account to withdraw such amount from such Collection Account, any provision
herein to the contrary notwithstanding. Such withdrawal or direction may be
accomplished by delivering written notice thereof to the Trustee or such other
institution maintaining such Collection Account which describes the amounts
deposited in error in such Collection Account. The Servicer shall maintain
adequate records with respect to all withdrawals made by it pursuant to this
Section. All funds deposited in a Collection Account shall be held in trust for
the Certificateholders until withdrawn in accordance with Section 3.08.

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

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

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

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

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

                  (d) Each institution at which a Collection Account, the
Certificate Account or the Pre-Funding Account is maintained shall either hold
such funds on deposit uninvested or shall invest the funds therein as directed
in writing by the Servicer (in the case of a Collection Account), the Trustee
(in the case of the Certificate Account) or the Depositor (in the case of the
Pre-Funding Account), in Eligible Investments, which shall mature not later than
(i) in the case of a Collection Account, the second Business Day immediately
preceding the related Distribution Date and (ii) in




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the case of the Certificate Account and the Pre-Funding Account, the Business
Day immediately preceding the Distribution Date and, in each case, shall not be
sold or disposed of prior to its maturity. All income and gain net of any losses
realized from any such balances or investment of funds on deposit in a
Collection Account shall be for the benefit of the Servicer as servicing
compensation and shall be remitted to it monthly as provided herein. The amount
of any realized losses in a Collection Account incurred in any such account in
respect of any such investments shall promptly be deposited by the Servicer in
the related Collection Account. The Trustee in its fiduciary capacity shall not
be liable for the amount of any loss incurred in respect of any investment or
lack of investment of funds held in a Collection Account or the Pre-Funding
Account. All income and gain net of any losses realized from any such investment
of funds on deposit in the Certificate Account shall be for the benefit of the
Trustee as compensation and shall be remitted to it monthly as provided herein.
The amount of any realized losses in the Certificate Account incurred in any
such account in respect of any such investments shall promptly be deposited by
the Trustee in the Certificate Account. All income and gain net of any losses
realized from any such balances or investment of funds on deposit in the
Pre-Funding Account shall be for the benefit of the Depositor and shall be
remitted to it monthly.

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

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

                  If any funds remain in the Pre-Funding Account on October 24,
2001, to the extent that they represent interest earnings on the amounts
originally deposited into the Pre-Funding Account, the Trustee shall distribute
them to the order of the Depositor. The remaining funds shall be transferred to
the Certificate Account to be included as part of principal distributions to the
Class II-A-1 Certificates on the October 2001 Distribution Date.

                  (g) The Trustee shall establish and maintain, on behalf of the
Certificateholders, the Capitalized Interest Account. On the Closing Date the
Depositor shall remit the Capitalized Interest Deposit to the Trustee for
deposit in the Capitalized Interest Account. On the Business Day prior to each
of the August 2001, September 2001 and October 2001 Distribution Date, the
Trustee shall transfer from the Capitalized Interest Account to the Certificate
Account an amount equal to the Capitalized Interest Requirement for such
Distribution Date. On each of the August 2001 and September 2001 Distribution
Dates, any Overfunded Interest Amount shall be withdrawn from the Capitalized
Interest Account and paid to the Depositor. Any funds remaining in the
Capitalized




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Interest Account immediately after the October 2001 Distribution Date shall be
paid to the Depositor.

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

                  (a) To the extent required by the related Mortgage Note and
not violative of current law, the Servicer shall segregate and hold all funds
collected and received pursuant to a Mortgage Loan constituting Escrow Payments
separate and apart from any of its own funds and general assets and shall
establish and maintain one or more Escrow Accounts, in the form of time deposit
or demand accounts, titled, "Credit Suisse First Boston Mortgage Securities
Corp., CSFB Mortgage Pass-Through Certificates, Series 2001-S15" or, if
established and maintained by a Subservicer on behalf of the Servicer,
"[Subservicer's name], in trust for [Servicer's name]" or "[Subservicer's name],
as agent, trustee and/or bailee of taxes and insurance custodial account for
[Servicer's name], its successors and assigns, for various owners of interest in
[Servicer's name] mortgage-backed pools". The Escrow Accounts shall be Eligible
Accounts. Funds deposited in the Escrow Account may be drawn on by the Servicer
in accordance with Section 3.06(b). The creation of any Escrow Account shall be
evidenced by a certification in the form of Exhibit Q-1 hereto, in the case of
an account established with the Servicer, or by a letter agreement in the form
of Exhibit Q-2 hereto, in the case of an account held by a depository other than
the Servicer. A copy of such certification shall be furnished to the Depositor
and Trustee.

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

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

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

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

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




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<PAGE>

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

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

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

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

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

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

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

                  (d) No later than the Closing Date, the Servicer shall
establish and maintain a sub-account of the Collection Account titled
"[Servicer's name], Simple Interest Excess Sub-Account in trust for the Holders
of Credit Suisse First Boston Mortgage Securities Corp., Mortgage Pass-Through
Certificates, Series 2001-S15". The Servicer shall, on each Determination Date
transfer from the Collection Account to the Simple Interest Excess Sub-Account
all Net Simple Interest Excess, if any, pursuant to Section 3.08(a)(ix), and
shall maintain a record of all such deposits.

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

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




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<PAGE>

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

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

                  (a) The Servicer shall afford the Depositor, the Certificate
Insurer and the Trustee reasonable access to all records and documentation
regarding the Mortgage Loans and all accounts, insurance information and other
matters relating to this Agreement, such access being afforded without charge,
but only upon reasonable request and during normal business hours at the office
designated by the Servicer. In addition, the Servicer shall provide to Vesta
reasonable access to all records and documentation regarding the Group II
Mortgage Loans serviced by it that become Special Serviced Mortgage Loans.

                  (b) The Servicer shall inspect the Mortgaged Properties as
often as deemed necessary by the Servicer in the Servicer's sole discretion, to
assure itself that the value of such Mortgaged Property is being preserved. In
addition, if any Mortgage Loan is more than 60 days delinquent, the Servicer
shall conduct subsequent inspections in accordance with Accepted Servicing
Practices or as may be required by the primary mortgage guaranty insurer. The
Servicer shall keep a written or electronic report of each such inspection.

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

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

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

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

                  (iii) to reimburse the Servicer for any Nonrecoverable Advance
         previously made;

                  (iv) to reimburse the Servicer for (A) unreimbursed Servicing
         Advances, the Servicer's right to reimbursement pursuant to this clause
         (A) with respect to any Mortgage




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<PAGE>

         Loan being limited to amounts received on such Mortgage Loan which
         represent late payments of principal and/or interest (including,
         without limitation, Liquidation Proceeds and Insurance Proceeds with
         respect to such Mortgage Loan) respecting which any such advance was
         made and (B) for unpaid Servicing Fees as provided in Section 3.11
         hereof;

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

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

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

                  (viii) on or prior to the Business Day immediately preceding
         each Distribution Date, to withdraw an amount equal to the Available
         Funds plus any related Expense Fees (other than the Servicing Fee) for
         such Distribution Date and any Prepayment Penalties received in respect
         of the Mortgage Loans, subject to the collection of funds included in
         the definition of "Available Funds" and remit such amount to the
         Trustee for deposit in the Certificate Account;

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

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

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

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

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




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<PAGE>

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

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

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

                  The Servicer shall obtain and maintain a blanket policy
insuring against losses arising from fire and hazards covered under extended
coverage on all of the related Mortgage Loans, which policy shall provide
coverage in an amount equal to the amount at least equal to the lesser of (i)
the maximum insurable value of the improvements securing such Mortgage Loan and
(ii) the greater of (A) the outstanding principal balance of the Mortgage Loan
and (B) an amount such that the proceeds of such policy shall be sufficient to
prevent the Mortgagor and/or the mortgagee from becoming co-insurer. Any amounts
collected by a Servicer under any such policy relating to a Mortgage Loan shall
be deposited in the related Collection Account subject to withdrawal pursuant to
Section 3.08. Such policy may contain a deductible clause, in which case, in the
event that there shall not have been maintained on the related Mortgaged
Property a standard hazard insurance policy, and there shall have been a loss
which would have been covered by such policy, the Servicer shall deposit in the
related Collection Account at the time of such loss the amount not otherwise
payable under the blanket policy because of such deductible clause, such amount
to be deposited from such Servicer's funds, without reimbursement therefor. Upon
request of the Trustee, a Servicer shall cause to be delivered to the Trustee a
certified true copy of such policy and a statement from the insurer thereunder
that such policy shall in no event be terminated or materially modified without
30 days' prior written notice to the Trustee. In connection with its activities
as Servicer of the Mortgage Loans, the Servicer agrees to present, on behalf of
itself, the Depositor, and the Trustee for the benefit of the
Certificateholders, claims under any such blanket policy.

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

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

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




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<PAGE>

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

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

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

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

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

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

                  To the extent that any Mortgage Loan is assumable, the
Servicer shall inquire diligently into the creditworthiness of the proposed
transferee, and shall use the underwriting criteria for approving the credit of
the proposed transferee which are used by FNMA with respect to underwriting
mortgage loans of the same type as the Mortgage Loans. If the credit of the
proposed transferee does not meet such underwriting criteria, the Servicer
diligently shall, to the extent permitted by the Mortgage or the Mortgage Note
and by applicable law, accelerate the maturity of the Mortgage Loan.




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<PAGE>

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

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

                  (a) The Servicer shall use reasonable efforts to foreclose
upon or otherwise comparably convert the ownership of properties securing such
of the related Mortgage Loans as come into and continue in default and as to
which no satisfactory arrangements can be made for collection of delinquent
payments. With respect to such of the Mortgage Loans as come into and continue
in default, the Servicer will decide whether to (i) foreclose upon the Mortgaged
Properties securing such Mortgage Loans, (ii) write off the unpaid principal
balance of the Mortgage Loans as bad debt, (iii) take a deed in lieu of
foreclosure, (iv) accept a short sale (a payoff of the Mortgage Loan for an
amount less than the total amount contractually owed in order to facilitate a
sale of the Mortgaged Property by the Mortgagor) or permit a short refinancing
(a payoff of the Mortgage Loan for an amount less than the total amount
contractually owed in order to facilitate refinancing transactions by the
Mortgagor not involving a sale of the Mortgaged Property), (v) arrange for a
repayment plan, or (vi) agree to a modification in accordance with this
Agreement. In connection with such decision, the Servicer shall take such action
as (i) the Servicer would take under similar circumstances with respect to a
similar mortgage loan held for its own account for investment, (ii) shall be
consistent with Accepted Servicing Practices, (iii) the Servicer shall determine
consistently with Accepted Servicing Practices to be in the best interest of the
Trustee and Certificateholders, and (iv) is consistent with the requirements of
the insurer under any Required Insurance Policy, the Pool Insurer under the Pool
Insurance Policy and the Special Hazard Insurer under the Special Hazard Pool
Insurance Policy; PROVIDED, HOWEVER, that the Servicer shall not be required to
expend its own funds in connection with any foreclosure or towards the
restoration of any property unless it shall




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determine (i) that such restoration and/or foreclosure will increase the
proceeds of liquidation of the related Mortgage Loan after reimbursement to
itself of such expenses and (ii) that such expenses will be recoverable to it
through Liquidation Proceeds (respecting which it shall have priority for
purposes of withdrawals from the related Collection Account). The Servicer shall
be responsible for all other costs and expenses incurred by it in any such
proceedings; PROVIDED, HOWEVER, that it shall be entitled to reimbursement
thereof from the liquidation proceeds with respect to the related Mortgaged
Property, as provided in the definition of Liquidation Proceeds and as provided
in Section 3.08(iv)(A).

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

                  In the event the environmental inspection report indicates
that the Mortgaged Property is contaminated by hazardous or toxic substances or
wastes, the Servicer shall not proceed with foreclosure or acceptance of a deed
in lieu of foreclosure if the estimated costs of the environmental clean up, as
estimated in the environmental inspection report, together with the Servicing
Advances made by the Servicer and the estimated costs of foreclosure or
acceptance of a deed in lieu of foreclosure exceeds the estimated value of the
Mortgaged Property. If however, the aggregate of such clean up and foreclosure
costs and Servicing Advances are less than or equal to the estimated value of
the Mortgaged Property, then the Servicer may, in its reasonable judgment and in
accordance with Accepted Servicing Practices, choose to proceed with foreclosure
or acceptance of a deed in lieu of foreclosure and the Servicer shall be
reimbursed for all reasonable costs associated with such foreclosure or
acceptance of a deed in lieu of foreclosure and any related environmental clean
up costs, as applicable, from the related Liquidation Proceeds, or if the
Liquidation Proceeds are insufficient to fully reimburse the Servicer, the
Servicer shall be entitled to be reimbursed from amounts in the related
Collection Account pursuant to Section 3.08 hereof. In the event the Servicer
does not proceed with foreclosure or acceptance of a deed in lieu of foreclosure
pursuant to the first sentence of this paragraph, the Servicer shall be
reimbursed for all Servicing Advances made with respect to the related Mortgaged
Property from the related Collection Account pursuant to Section 3.08 hereof,
and the Servicer shall have no further obligation to service such Mortgage Loan
under the provisions of this Agreement.

                  (b) With respect to any REO Property, the deed or certificate
of sale shall be taken in the name of the Trustee for the benefit of the
Certificateholders, or its nominee, on behalf of the Certificateholders. The
Trustee's name shall be placed on the title to such REO Property solely as the
Trustee hereunder and not in its individual capacity. The Servicer shall ensure
that the title to such REO Property references this Agreement and the Trustee's
capacity hereunder. Pursuant to its efforts to sell such REO Property, the
Servicer shall in accordance with Accepted Servicing Practices manage, conserve,
protect and operate each REO Property for the purpose of its prompt disposition
and sale. The Servicer, either itself or through an agent selected by the
Servicer, shall manage, conserve, protect and operate the REO Property in the
same manner that it manages, conserves,




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protects and operates other foreclosed property for its own account, and in the
same manner that similar property in the same locality as the REO Property is
managed. The Servicer shall furnish to the Trustee on or before each
Distribution Date a statement with respect to any REO Property covering the
operation of such REO Property for the previous calendar month and the
Servicer's efforts in connection with the sale of such REO Property and any
rental of such REO Property incidental to the sale thereof for the previous
calendar month. That statement shall be accompanied by such other information as
the Trustee shall reasonably request and which is necessary to enable the
Trustee to comply with the reporting requirements of the REMIC Provisions. The
net monthly rental income, if any, from such REO Property shall be deposited in
the related Collection Account no later than the close of business on each
Determination Date. The Servicer shall perform the tax reporting and withholding
required by Sections 1445 and 6050J of the Code with respect to foreclosures and
abandonments, the tax reporting required by Section 6050H of the Code with
respect to the receipt of mortgage interest from individuals and any tax
reporting required by Section 6050P of the Code with respect to the cancellation
of indebtedness by certain financial entities, by preparing such tax and
information returns as may be required, in the form required, and delivering the
same to the Trustee for filing.

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

                  (c) In the event that the Trust Fund acquires any Mortgaged
Property as aforesaid or otherwise in connection with a default or imminent
default on a Mortgage Loan, the Servicer shall dispose of such Mortgaged
Property prior to three years after the end of the calendar year of its
acquisition by the Trust Fund unless (i) the Trustee shall have been supplied
with an Opinion of Counsel to the effect that the holding by the Trust Fund of
such Mortgaged Property subsequent to such three-year period will not result in
the imposition of taxes on "prohibited transactions" of any REMIC hereunder as
defined in section 860F of the Code or cause any REMIC hereunder to fail to
qualify as a REMIC at any time that any Certificates are outstanding, in which
case the Trust Fund may continue to hold such Mortgaged Property (subject to any
conditions contained in such Opinion of Counsel) or (ii) the applicable Servicer
shall have applied for, prior to the expiration of such three- year period, an
extension of such three-year period in the manner contemplated by Section
856(e)(3) of the Code, in which case the three-year period shall be extended by
the applicable extension period. Notwithstanding any other provision of this
Agreement, no Mortgaged Property acquired by the Trust Fund shall be rented (or
allowed to continue to be rented) or otherwise used for the production of income
by or on behalf of the Trust Fund in such a manner or pursuant to any terms that
would (i) cause such Mortgaged Property to fail to qualify as "foreclosure
property" within the meaning of section 860G(a)(8) of the Code or (ii) subject
any REMIC hereunder to the imposition of any federal, state or local income
taxes on the income earned from such Mortgaged Property under Section 860G(c) of
the Code or otherwise, unless the Servicer has agreed to indemnify and hold
harmless the Trust Fund with respect to the imposition of any such taxes.




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

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

                  Neither the Servicer nor Vesta shall acquire any Mortgaged
Property on behalf of any REMIC created hereunder in connection with a default
or imminent default on a Foreclosure Restricted Loan, if acquiring title to the
Mortgaged Property underlying the loan would cause the adjusted basis, for
federal income tax purposes, of these Mortgaged Properties owned by the related
REMIC after foreclosure, along with any other assets owned by the related REMIC
other than "qualified mortgages" and "permitted investments" within the meaning
of Section 860G of the Code, to exceed 0.75% of the adjusted basis of the assets
of the related REMIC. If the adjusted basis of such Mortgaged Properties in
foreclosure, along with any other assets owned by the related REMIC, other than
"qualified mortgages" and "permitted investments" with the meaning of Section
860G of the Code, exceed 1.0% of the adjusted basis of the assets of the related
REMIC immediately after the distribution of principal and interest on any
Distribution Date, the Servicer or Vesta will dispose of enough of such
Mortgaged Properties in foreclosure, for cash or otherwise, so that the adjusted
basis of such Mortgaged Properties in foreclosure, along with any other assets
owned by the related REMIC, other than "qualified mortgages" and "permitted
investments" within the meaning of Section 860G of the Code, will be less than
1.0% of the adjusted basis of the assets of the related REMIC. The Servicer or
Vesta will provide notice to the other of any Foreclosure Restricted Loan in
order for the Servicer and Vesta to make the determinations set forth in this
clause (d). In furtherance of the foregoing, the Servicer shall transfer such
Foreclosure Restricted Loans to Vesta in accordance with Section 3.04.

                  (e) The proceeds from any liquidation of a Mortgage Loan, as
well as any income from an REO Property, will be applied in the following order
of priority: first, to reimburse the Servicer for any related unreimbursed
Servicing Advances and Servicing Fees; second, to reimburse




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

                  (f) Vesta shall, at its option, enter into a special servicing
agreement with an unaffiliated Holder of the Class II-X Certificate, subject to
each Rating Agency's acknowledgment that the Ratings of the Certificates in
effect immediately prior to the entering into of such agreement would not be
qualified, downgraded or withdrawn and the Certificates would not be placed on
credit review status (except for possible upgrading) as a result of such
agreement. Any such agreement may contain provisions whereby such Holder may (i)
instruct Vesta to commence or delay foreclosure proceedings with respect to
delinquent Group II Mortgage Loans serviced by it and will contain provisions
for the deposit of cash with Vesta by the holder that would be available for
distribution to Certificateholders if Liquidation Proceeds are less than they
otherwise may have been had Vesta acted in accordance with its normal
procedures, (ii) purchase delinquent Group II Mortgage Loans serviced by Vesta
from the Trust Fund immediately prior to the commencement of foreclosure
proceedings at a price equal to the aggregate outstanding Principal Balance of
such Mortgage Loans plus accrued interest thereon at the applicable Mortgage
Rate through the last day of the month in which such Mortgage Loan is purchased,
and/or (iii) assume all of the servicing rights and obligations with respect to
delinquent Group II Mortgage Loans serviced by Vesta so long as such Holder (A)
meets the requirements for a Subservicer set forth in Section 3.02(a), and (B)
will service such Mortgage Loans in accordance with this Agreement.

                  (g) Vesta, at its option, may (but is not obligated to)
repurchase from the Trust Fund, (a) any related Mortgage Loan that is delinquent
in payment by three or more Scheduled Payments or (b) any related Mortgage Loan
with respect to which there has been initiated legal action or other proceedings
for the foreclosure of the related Mortgaged Property either judicially or
non-judicially. If it elects to make any such repurchase, Vesta shall repurchase
such Mortgage Loan with its own funds at a price equal to the Repurchase Price
for such Mortgage Loan.

         SECTION 3.12. Trustee to Cooperate; Release of Mortgage Files.

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




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

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

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

                  Notwithstanding any other provisions of this Agreement, the
Servicer shall transmit to the Trustee as required by this Agreement all
documents and instruments in respect of a Mortgage Loan coming into the
possession of the Servicer from time to time required to be delivered to the
Trustee pursuant to the terms hereof and shall account fully to the Trustee for
any funds received by the Servicer or which otherwise are collected by the
Servicer as Liquidation Proceeds or Insurance Proceeds in respect of any
Mortgage Loan. All Mortgage Files and funds collected or held by, or under the
control of, the Servicer in respect of any Mortgage Loans, whether from the
collection of principal and interest payments or from Liquidation Proceeds,
including but not limited to, any funds on deposit in a Collection Account,
shall be held by the Servicer for and on behalf of the Trustee and shall be and
remain the sole and exclusive property of the Trustee, subject to the applicable
provisions of this Agreement. The Servicer also agrees that it shall not create,
incur or subject any Mortgage File or any funds that are deposited in the
related Collection Account, Certificate Account




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or any related Escrow Account, or any funds that otherwise are or may become due
or payable to the Trustee for the benefit of the Certificateholders, to any
claim, lien, security interest, judgment, levy, writ of attachment or other
encumbrance, or assert by legal action or otherwise any claim or right of setoff
against any Mortgage File or any funds collected on, or in connection with, a
Mortgage Loan, except, however, that the Servicer shall be entitled to set off
against and deduct from any such funds any amounts that are properly due and
payable to the Servicer under this Agreement.

         SECTION 3.14. Servicing Fee.

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

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

         SECTION 3.15. Access to Certain Documentation.

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

         SECTION 3.16. Annual Statement as to Compliance.

                  The Servicer shall deliver to the Depositor, the Certificate
Insurer, the Rating Agencies and the Trustee on or before 120 days after the end
of the Servicer's fiscal year, commencing after its 2001 fiscal year, an
Officer's Certificate stating, as to the signer thereof, that (i) a review of
the activities of the Servicer during the preceding calendar year and of the
performance of the Servicer under this Agreement has been made under such
officer's supervision, and (ii) to the best of such officer's knowledge, based
on such review, the Servicer has materially fulfilled all its obligations under
this Agreement throughout such year, or, if there has been a material




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default in the fulfillment of any such obligation, specifying each such default
known to such officer and the nature and status thereof and the action being
taken by the Servicer to cure such default.

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

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

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

                  The Servicer shall maintain with responsible companies, at its
own expense, a blanket Fidelity Bond and an Errors and Omissions Insurance
Policy, with broad coverage on all officers, employees or other persons acting
in any capacity requiring such persons to handle funds, money, documents or
papers relating to the related Mortgage Loans ("SERVICER EMPLOYEES"). Any such
Fidelity Bond and Errors and Omissions Insurance Policy shall be in the form of
the Financial Institution Bond Form 22 - Fidelity Bond American International
Specialty Lines Insurance Policy Form ("5713 5/93") Mortgage Banker Broker E&O
and shall protect and insure the Servicer against losses, including forgery,
theft, embezzlement, fraud, errors and omissions and negligent acts of the
Servicer Employees. Such Fidelity Bond and Errors and Omissions Insurance Policy
also shall protect and insure the Servicer against losses in connection with the
release or satisfaction of a related Mortgage Loan without having obtained
payment in full of the indebtedness secured thereby. No provision of this
Section 3.18 requiring such Fidelity Bond and Errors and Omissions Insurance
Policy shall diminish or relieve the Servicer from its duties and obligations as
set forth in this Agreement. The minimum coverage under any such bond and
insurance policy shall be at least equal to the corresponding amounts required
by FNMA. Upon the request of the Trustee, the Servicer shall cause to be
delivered to the Trustee a certificate of insurance of the insurer and the
surety including




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a statement from the surety and the insurer that such fidelity bond and
insurance policy shall in no event be terminated or materially modified without
30 days' prior written notice to the Trustee.

         SECTION 3.19. Duties of the Loss Mitigation Advisor.

                  The Certificateholders, by their purchase and acceptance of
the Certificates, appoint The Murrayhill Company as Loss Mitigation Advisor. For
and on behalf of the Depositor, the Trustee and the Certificate Insurer, the
Loss Mitigation Advisor will provide reports and recommendations concerning
Mortgage Loans that are past due, as to which there has been commencement of
foreclosure, as to which there has been forbearance in exercise of remedies
which are in default, as to which obligor is the subject of bankruptcy,
receivership, or an arrangement of creditors, or as to which have become REO
Properties. Such reports and recommendations will be based upon information
provided to the Loss Mitigation Advisor pursuant to the Loss Mitigation Advisory
Agreement and the Loss Mitigation Advisor shall look solely to the Servicer for
all information and data (including loss and delinquency information and data)
and loan level information and data relating to the servicing of the Mortgage
Loans. Upon receipt of notice from the Pool Insurer with respect to any claim
rejected by the Pool Insurer (the "Claims Report") under the Pool Insurance
Policy, the Loss Mitigation Advisor shall review any such rejected claim and
shall determine, based on the information provided by the Pool Insurer, whether
the claim was rejected due to the Servicer's failure to comply with the terms of
the related policy or the claims-filing procedures of the Pool Insurer. The Loss
Mitigation Advisor shall promptly notify the Depositor, the Seller, the
Servicer, the Certificate Insurer, the Trustee and each Rating Agency with
written information regarding such determination and the basis of such
determination along with the related Claims Report. If the Loss Mitigation
Advisor is no longer able to perform its duties hereunder, the Depositor shall
terminate the Loss Mitigation Advisor and cause the appointment of a successor
Loss Mitigation Advisor. Upon any termination of the Loss Mitigation Advisor or
the appointment of a successor Loss Mitigation Advisor, the Depositor shall give
written notice thereof to the Seller, the Servicer, the Certificate Insurer, the
Trustee and each Rating Agency. Notwithstanding the foregoing, the termination
of the Loss Mitigation Advisor pursuant to this Section 3.19 shall not become
effective until the appointment of a successor Loss Mitigation Advisor.

         SECTION 3.20. Limitation Upon Liability of the Loss Mitigation Advisor.

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




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         SECTION 3.21. Maintenance of Pool Insurance Policy.

                  The Servicer shall exercise its best efforts to maintain and
keep the Pool Insurance Policy in full force and effect throughout the term of
this Agreement, unless coverage thereunder has been exhausted through payment of
claims. The Trustee shall pay on a timely basis the Pool Insurer Fee from
amounts on deposit by the Trustee in the Certificate Account in accordance with
the terms of the Pool Insurance Policy.

                  At any time, the Servicer may substitute a surety bond, letter
of credit, another mortgage guaranty pool insurance policy or other credit
enhancement for the Pool Insurance Policy or any substitute therefor to the
extent permitted by the Certificate Insurer, Moody's Investors Service, Inc. and
each Rating Agency without a downgrading of the then current rating of the
Certificates, which shall be confirmed in writing to the Servicer, the Trustee
and the Certificate Insurer by each Rating Agency and such confirmation shall be
determined without regard to the Certificate Insurance Policy.

                  In the event that the Pool Insurance Policy is canceled or
terminated for any reason other than exhaustion of the coverage thereunder or
the claims-paying ability of the Pool Insurer is reduced below investment grade
by either Rating Agency, the Servicer shall use its best efforts to obtain a
replacement Pool Insurance Policy from a Qualified Insurer that is acceptable to
each Rating Agency and the Certificate Insurer. Any such replacement policy will
provide for an amount of coverage equal to the then remaining coverage amount of
the Pool Insurance Policy, provided, however, that if the premium cost of the
replacement policy exceeds the premium cost of the Pool Insurance Policy, the
coverage amount of the replacement policy shall be reduced so that the premium
cost therefore will not exceed 100% of the premium cost of the Pool Insurance
Policy.

                  In connection with its activities as administrator and
servicer of the Mortgage Loans, the Servicer agrees to file, on behalf of
itself, the Trustee, the Depositor, the Certificateholders and the Certificate
Insurer claims to the Pool Insurer in a timely fashion in accordance with the
terms of the Pool Insurance Policy and, in this regard, to take such action as
shall be necessary to permit recovery under the Pool Insurance Policy respecting
a related defaulted Mortgage Loan. Notwithstanding the foregoing, no claim shall
be filed under the Pool Insurance Policy before the related Mortgage Loan
becomes six months in Default (as defined under the Pool Insurance Policy).
Pursuant to Section 3.09, any amounts collected by the Servicer under the Pool
Insurance Policy (other than any amount to be applied to the restoration or
repair of the property encumbered by the related Mortgage Loan with respect to
which such amount was collected) shall be deposited in the Collection Account
pursuant to Section 3.05. The Servicer shall comply will all applicable terms of
the Pool Insurance Policy and the claims-filing procedures of the Pool Insurer,
to the extent necessary to avoid any adjustments to claims paid under the Pool
Insurance Policy.

         SECTION 3.22. Maintenance of Special Hazard Insurance Policy.

                  The Servicer agrees to exercise commercially reasonable
efforts to maintain and keep the Special Hazard Insurance Policy in full force
and effect throughout the term of this Agreement, unless coverage thereunder has
been exhausted through the payment of claims; provided, however, that in no case
shall the Servicer be required to (i) expend its own funds to maintain such
policy or




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(ii) make a Nonrecoverable Advance. In the event that (i) the claims paying
ability rating of the Special Hazard Insurer is reduced to such a level that the
ratings are reduced below the level of the ratings originally given, (ii) the
Special Hazard Insurer ceases to be a property and casualty insurer duly
qualified as such under applicable laws or (iii) the Special Hazard Insurance
Policy is cancelled for any reason other than the exhaustion of coverage
thereunder, the Servicer acting on behalf of the Trustee shall exercise
commercially reasonable efforts to obtain from another insurer acceptable to the
Rating Agencies and the Certificate Insurer a replacement policy comparable to
the initial Special Hazard Insurance Policy; provided, however, that if the cost
of any such replacement policy shall be greater than the cost of the initial
Special Hazard Insurance Policy, the amount of coverage of such replacement
policy shall be reduced to a level such that the premium rate therefor shall not
exceed 100% of the premium rate on the initial Special Hazard Insurance Policy.

                  The Trustee shall pay on a timely basis the Special Hazard
Insurer Fee from amounts on deposit by the Trustee in the Certificate Account in
accordance with the terms of the Special Hazard Insurance Policy.

                  In connection with its activities hereunder, the Servicer
agrees to present, on behalf of itself, the Trustee, the Depositor, the
Certificateholders and the Certificate Insurer, claims to the Special Hazard
Insurer in a timely fashion and in accordance with the terms of the Special
Hazard Insurance Policy, and, in this regard, to take such commercially
reasonable action (other than the making of Nonrecoverable Advances) as shall be
necessary to permit recovery under the Special Hazard Insurance Policy. The
Servicer shall collect all amounts relating to the Certificates under the
Special Hazard Insurance Policy and shall deposit such amounts in the related
Collection Account pursuant to Section 3.05. The Servicer shall comply with all
applicable terms of the Special Hazard Insurance Policy and the claims-filing
procedures of the Special Hazard Insurer, to the extent necessary to avoid any
adjustments to claims paid under the Special Hazard Insurance Policy.






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                                   ARTICLE IV

                                DISTRIBUTIONS AND
                            ADVANCES BY THE SERVICER

         SECTION 4.01.              Advances by the Servicer.

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

                  The Servicer shall be obligated to make Advances in accordance
with the provisions of this Agreement; provided however, that such obligation
with respect to any related Mortgage Loan shall cease if the Servicer
determines, in its reasonable opinion, that Advances with respect to such
Mortgage Loan are Nonrecoverable Advances. In the event that the Servicer
determines that any such Advances are Nonrecoverable Advances, the Servicer
shall provide the Trustee and the Certificate Insurer with a certificate signed
by a Servicing Officer evidencing such determination.

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

         SECTION 4.02. Priorities of Distribution.

                  (a) On each Distribution Date, prior to making distributions
to the holders of the Certificates, the Trustee first, shall pay itself the
Trustee's Fee for such Distribution Date, second, shall pay the Loss Mitigation
Advisor the Loss Mitigation Fee, third, shall remit to the Pool Insurer, by fund
transfer from an account in the name of the Philadelphia office of the Trustee,
in




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immediately available funds, the Pool Insurer Fee for such Distribution Date,
and fourth, shall remit to the Special Hazard Pool Insurer, the Special Hazard
Insurer Fee for such Distribution Date.

                  (b) With respect to the Available Funds and any funds received
from the Pool Insurance Policy and the Special Hazard Insurance Policy for each
Group, on each Distribution Date, the Trustee shall withdraw such Available
Funds from the Certificate Account and apply such funds to distributions on the
Certificates of the related Certificate Group and to the Certificate Insurer, as
applicable, in the following order and priority and, in each case, to the extent
of such Available Funds remaining:

                  (i) with respect to the Group I Certificates, to the extent of
         the Available Funds for Loan Group I and with respect to the Class
         I-A-1 Certificates, any Insured Payment for that Distribution Date:

                  (A)      first, to the Certificate Insurer, the Certificate
                           Insurer Premium with respect to the Class I-A-1
                           Certificates;

                  (B)      second, to the Class I-A-1, Class I-A-2, Class I-A-4,
                           Class A-R-1, Class A-R- 2, Class A-R-3 and Class P
                           Certificates, concurrently, the related Interest
                           Distribution Amount;

                  (C)      third, in the Distribution Date in September 2006 and
                           thereafter up to the amount of the related Senior
                           Principal Distribution Amount, to the Class P
                           Certificates, until the Class Principal Balance
                           thereof has been reduced to zero;

                  (D)      fourth, up to the amount of the related Senior
                           Principal Distribution Amount for such Certificate
                           Group, to the Class I-A-1, Class I-A-3, Class I-A-4,
                           Class A-R-1, Class A-R-2 and Class A-R-3
                           Certificates, in the order and priority set forth in
                           clause (d) below, in reduction of the Class Principal
                           Balance thereof, until the Class Principal Balance
                           thereof has been reduced to zero;

                  (E)      fifth, to the Class P Certificates, until the Class
                           Principal Balance thereof has been reduced to zero;
                           and

                  (F)      sixth, to the Certificate Insurer, any Cumulative
                           Insurance Payment and any other amounts due to the
                           Certificate Insurer pursuant to the Insurance
                           Agreement, together with interest thereon at rate set
                           forth in the Insurance Agreement;

                  (ii) with respect to the Group II Certificates, to the extent
         of the Group II Interest Remittance Amount for that Distribution Date:

                  (A)      first, to the Class II-A Certificates, pro rata,
                           Current Interest and any Carryforward Interest for
                           each such Class and such Distribution Date;




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                  (B)      second, to the Class II-M-1 Certificates, Current
                           Interest and any Carryforward Interest for such Class
                           and such Distribution Date;

                  (C)      third, to the Class II-M-2 Certificates, Current
                           Interest and any Carryforward Interest for such Class
                           and such Distribution Date;

                  (D)      fourth, to the Class II-B Certificates, Current
                           Interest and any Carryforward Interest for such Class
                           and such Distribution Date;

                  (E)      fifth, for application as part of Monthly Excess
                           Cashflow for such Distribution Date as provided in
                           clause (v) of this Section 4.02(b), any Group II
                           Interest Remittance Amount remaining after
                           application pursuant to clauses A. through D. above.

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

                  (A)      first, to the Class II-A-1 Certificates, until the
                           Class Principal Balance of such Class has been
                           reduced to zero;

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

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

                  (D)      fourth, to the Class II-B Certificates, until the
                           Class Principal Balance of such Class has been
                           reduced to zero; and

                  (E)      fifth, for application as part of Monthly Excess
                           Cashflow for such Distribution Date, as provided in
                           clause (v) of this Section 4.02(b), any Group II
                           Principal Payment Amount remaining after application
                           pursuant to clauses A. through D. above.

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

                  (A)      first, to the Class II-A-1, the Group II Senior
                           Principal Payment Amount for such Distribution Date,
                           until the Class Principal Balance of such Class has
                           been reduced to zero;

                  (B)      second, to the Class II-M-1 Certificates, the Class
                           II-M-1 Principal Payment Amount for such Distribution
                           Date, until the Class Principal Balance of such Class
                           has been reduced to zero;




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                  (C)      third, to the Class II-M-2 Certificates, the Class
                           II-M-2 Principal Payment Amount for such Distribution
                           Date, until the Class Principal Balance of such Class
                           has been reduced to zero;

                  (D)      fourth, to the Class II-B Certificates, the Class
                           II-B Principal Payment Amount for such Distribution
                           Date, until the Class Principal Balance of such Class
                           has been reduced to zero; and

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

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

                  (A)      (I) except for the first Distribution Date, until the
                           aggregate Class Principal Balance of the Group II
                           Certificates equals the Group II Aggregate Collateral
                           Balance for such Distribution Date minus the Targeted
                           Overcollateralization Amount for such date, on each
                           Distribution Date (a) prior to the Stepdown Date or
                           (b) with respect to which a Trigger Event is in
                           effect, to the extent of Monthly Excess Interest for
                           such Distribution Date, to the Group II Certificates
                           (other than the Class II-A-IO Certificates), in the
                           following order of priority:

                           (aa)     first, to the Class II-A-1 Certificates
                                    until the Class Principal Balance of such
                                    Class has been reduced to zero;

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

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

                           (dd)     fourth, to the Class II-B Certificates,
                                    until the Class Principal Balance of such
                                    Class has been reduced to zero;

                           (II) on each Distribution Date on or after the
                           Stepdown Date and with respect to which a Trigger
                           Event is not in effect, to fund any principal
                           distributions required to be made on such
                           Distribution Date set forth in clause (iii) above,
                           after giving effect to the distribution of the Group
                           II Principal Payment Amount for such Distribution
                           Date, in accordance with the priorities set forth
                           therein:

                  (B)      first, to the Class II-M-1 Certificates, any Deferred
                           Amount for such Class, with interest thereon at the
                           Pass-Through Rate;




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                  (C)      second, to the Class II-M-2 Certificates, any
                           Deferred Amount for such Class, with interest thereon
                           at the Pass-Through Rate;

                  (D)      third, to the Class II-B Certificates, any Deferred
                           Amount for such Class, with interest thereon at the
                           Pass-Through Rate;

                  (E)      fourth, to the Class II-A-1 Certificates, any
                           applicable Basis Risk Shortfall for such Classes;

                  (F)      fifth, to the Class II-M-1 Certificates, any
                           applicable Basis Risk Shortfall for such Class;

                  (G)      sixth, to the Class II-M-2 Certificates, any
                           applicable Basis Risk Shortfall for such Class;

                  (H)      seventh, to the Class II-B Certificates, any
                           applicable Basis Risk Shortfall for such Class;

                  (I)      eighth, to the Basis Risk Reserve Fund, the Required
                           Basis Risk Reserve Fund Deposit;

                  (J)      ninth, to the Class II-X Certificate, the Class II-X
                           Distributable Amount for such Distribution Date
                           (reduced by any amounts distributed on such
                           Distribution Date pursuant to clauses E, F, G or H of
                           this subsection (v)), together with any amounts
                           withdrawn from the Basis Risk Reserve Fund for
                           distribution to such Class II-X Certificate pursuant
                           to Sections 4.10(b) and (c); and

                  (K)      tenth, any amounts remaining (which is expected to be
                           zero) to the Class A-R-3 Certificates;

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

                  (vii) with respect to the Class I-B and Class I-XB
         Certificates, to the extent of the Available Funds for Loan Group I,
         after the payment of the Group I Certificates and the Certificate
         Insurer described above in clause 4.02(b)(i):

                  (A)      first, to the Class I-B-1 Certificates, the related
                           Interest Distribution Amount;

                  (B)      second, to the Class I-XB-1 Certificates, the related
                           Interest Distribution Amount;

                  (C)      third, to the Class I-B-1 Certificates, their pro
                           rata share of the Group I Subordinate Principal
                           Distribution Amount;




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                  (D)      fourth, to the Class I-B-2 Certificates, the related
                           Interest Distribution Amount;

                  (E)      fifth, to the Class I-XB-2 Certificates, the related
                           Interest Distribution Amount;

                  (F)      sixth, to the Class I-B-2 Certificates, their pro
                           rata share of the Group I Subordinate Principal
                           Distribution Amount;

                  (G)      seventh, to the Class I-B-1 Certificates, and then,
                           to the Class I-B-2 Certificates, up to the amount of
                           unreimbursed Realized Losses previously allocated to
                           that Class, if any; provided, however, that any
                           amounts distributed pursuant to this paragraph
                           (vii)(G) will not cause a further reduction in the
                           Class Principal Balances of any of the Class I-B
                           Certificates; and

                  (H)      eighth, any amount remaining (which is expected to be
                           zero) to the Class A-R-3 Certificates.

                  (c) On each Distribution Date, amounts representing Prepayment
Penalties in respect of the Mortgage Loans received during the related
Prepayment Period will be withdrawn from the Certificate Account and distributed
by the Trustee to the holders of the Class P Certificates and shall not be
available for distribution to the Holders of any other Class of Certificates.
The payment of the foregoing amounts to the holders of the Class P Certificates
shall not reduce the Class Principal Balances thereof.

                  (d) (i) On each Distribution Date prior to the Credit Support
Depletion Date, the Group I Senior Principal Distribution Amount for that
Distribution Date will be distributed as principal to the related classes of
Senior Certificates in the following order of priority:

                  (A)      first, concurrently on a pro rata basis, to the Class
                           A-R-1 Certificates, Class A-R-2 Certificates and
                           Class A-R-3 Certificates until those Class Principal
                           Balances have been reduced to zero;

                  (B)      second, concurrently on a pro rata basis, to the
                           Class I-A-1, Class I-A-3 and Class I-A-4
                           Certificates, until those Class Principal Balances
                           have been reduced to zero;

                  (ii) On each Distribution Date on and after the Credit Support
                  Depletion Date, the Group I Principal Payment Amount will be
                  distributed as principal to all the Class I-A-1, Class I-A-3,
                  Class I-A-4, Class A-R and Class P Certificates, pro rata,
                  based on aggregate Class Principal Balances immediately prior
                  to such Distribution Date and any Guaranteed Distributions or
                  Preference Amounts will be distributed to the Class I-A-1
                  Certificates.




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                  (e) On each Distribution Date, the amount referred to in
clause (i) of the definition of Interest Distribution Amount for such
Distribution Date for each Class of Certificates shall be reduced by the Trustee
by the related Class's pro rata share (based on the applicable Interest
Distribution Amount for each such Class before reduction pursuant to this
Section 4.02(e)) of "Net Interest Shortfalls" which shall be equal to the sum of
(A) Net Prepayment Interest Shortfalls for the Mortgage Loans, and (B) the sum
of: (I) Excess Losses that are Special Hazard Losses or Extraordinary Losses
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, (II) Excess Losses that are Bankruptcy Losses during
the calendar month preceding the month of such Distribution Date, the interest
portion of the related Debt Service Reduction or Deficient Valuation, (III) each
Relief Act Reduction for any Mortgage Loan incurred during the calendar month
preceding the month of such Distribution Date and (IV) Excess Losses that are
Fraud Losses during the calendar month preceding the month of such Distribution
Date equal to 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.

         SECTION 4.03.              [Reserved]

         SECTION 4.04.              [Reserved]

         SECTION 4.05.              Allocation of Realized Losses.

                  (a) On or prior to each Determination Date, the Servicer shall
determine the total amount of Realized Losses, including Excess Losses, with
respect to the related Distribution Date.

                  (b) With respect to any Distribution Date, Realized Losses,
other than Special Hazard Losses, Bankruptcy Losses, Fraud Losses or
Extraordinary Losses incurred on the Group I Mortgage Loans, shall be allocated
to the Classes of Group I Certificates as follows, except as provided in clause
(f) below:

                  (i) FIRST, to the related Subordinate Certificates (other than
         the Class I-XB Certificates) in decreasing order of their numerical
         Class designations (beginning with the Class of Subordinate
         Certificates then outstanding with the highest numerical Class
         designation), until the respective Class Principal Balance of each such
         Class is reduced to zero, and

                  (ii) SECOND, to the Class I-A Certificates, pro rata, on the
         basis of their respective Class Principal Balances; provided, however,
         any Realized allocable to the Class I-A-1 Certificates will be
         allocated to the Class I-A-4 Certificates, until the Class Principal
         Balance thereof has been reduced to zero.

                  (c) No Realized Losses will be allocated to the Class P
         Certificates.




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<PAGE>

                  (d) With respect to any Distribution Date, Excess Losses
incurred on the Mortgage Loans shall be allocated to the Group I Certificates,
other than the Class I-A-2 Certificates and Class I-XB Certificates, pro rata,
based on their respective Class Principal Balances.

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

                  (f) On each Distribution Date, if the aggregate Class
Principal Balance of all Certificates of a Certificate Group exceeds the
aggregate Stated Principal Balance of the related Mortgage Loans (in each case,
after giving effect to distributions of principal and the allocation of all
losses to the related Certificates on such Distribution Date), such excess will
be deemed a principal loss and will be allocated to the most junior Class of
related Subordinate Certificates, pro rata, as applicable, then outstanding.

                  (g) Any Realized Loss allocated to a Class of Certificates or
any reduction in the Class Principal Balance of a Class of Certificates pursuant
to this Section 4.05 shall be allocated by the Trustee among the Certificates of
such Class in proportion to their respective Certificate Balances.

                  (h) Any allocation by the Trustee of Realized Losses to a
Certificate or any reduction in the Certificate Balance of a Certificate
pursuant to this Section 4.05 shall be accomplished by reducing the Certificate
Balance thereof, immediately following the distributions made on the related
Distribution Date, in accordance with the definition of "Certificate Balance."

         SECTION 4.06.              Monthly Statements to Certificateholders.

                  (a) Not later than each Distribution Date, the Trustee shall
prepare and make available on the website maintained by the Trustee at
http://www.chase.com/absmbs, a statement setting forth with respect to the
related distribution for each Certificate Group:

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

                  (ii) the amount thereof allocable to interest, any Class
         Unpaid Interest Shortfall included in such distribution and any
         remaining Class Unpaid Interest Shortfall after giving effect to such
         distribution;




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<PAGE>

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

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

                  (v) the aggregate Stated Principal Balance of the Group I
         Mortgage Loans and the Group II Mortgage Loans;

                  (vi) the Senior Percentage and the Subordinate Percentage for
         the Group I Certificates and the Group II Certificates, in each case,
         for the following Distribution Date;

                  (vii) the amount of the Servicing Fees and Prepayment
         Penalties, if applicable, with respect to such Distribution Date and
         the related Loan Group;

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

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

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

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

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

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

                  (xiv) the Senior Prepayment Percentage for the Group I
         Certificates and Group II Certificates for the following Distribution
         Date;




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                  (xv) the Subordinate Prepayment Percentage for the Group I
         Certificates and Group II Certificates for the following Distribution
         Date;

                  (xvi) the aggregate amount of Realized Losses for each
         Certificate Group incurred during the preceding calendar month and
         aggregate Realized Losses through such Distribution Date;

                  (xvii) the Rolling Three Month Delinquency Rate for the Group
         II Mortgage Loans for such Distribution Date;

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

                  (xix) the amount and dates of any payments made under the Pool
         Insurance Policy, the Special Hazard Insurance Policy or the
         Certificate Insurance Policy.

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

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

         SECTION 4.07.              Certificate Insurer; Policy Matters.

                  (a) If, on the second Business Day before any Distribution
Date, the Trustee determines that the funds that will be available for such
Distribution Date distributable to the Holders of the Insured Certificates
pursuant to Section 4.02 will be insufficient to pay the Insured Payment on such
Distribution Date, the Trustee shall determine the amount of any such deficiency
and shall give notice to Certificate Insurer, by telephone or telecopy of the
amount of such deficiency, confirmed in writing by notice substantially in the
form of Exhibit A to the applicable Certificate Insurance Policy by 12:00 noon,
New York City time, on such second Business Day. The Trustee's responsibility
for delivering the notice to Certificate Insurer, as provided in the preceding
sentence is limited to the availability, timeliness and accuracy of the
information provided by the Servicer.




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<PAGE>

                  (b) In the event the Trustee receives a certified copy of an
order of the appropriate court that any payment of principal or interest on an
Insured Certificate has been voided in whole or in part as a preference payment
under applicable bankruptcy law, the Trustee shall (i) promptly notify
Certificate Insurer and (ii) comply with the provisions of the related
Certificate Insurance Policy to obtain payment by Certificate Insurer of such
voided payment. In addition, the Trustee shall mail notice to all Holders of the
Insured Certificates so affected that, in the event that any such Holder's
scheduled payment is so recovered, such Holder will be entitled to payment
pursuant to the terms of the Certificate Insurance Policy a copy of which shall
be made available to such Holders by the Trustee. The Trustee shall furnish to
Certificate Insurer, its records listing the payments on the affected Insured
Certificates, if any, that have been made by the Trustee and subsequently
recovered from the affected Holders, and the dates on which such payments were
made by the Trustee.

                  (c) At the time of the execution hereof, and for the purposes
hereof, the Trustee shall establish a separate special purpose trust account in
the name of the Trustee for the benefit of the Holders of the Class I-A-1
Certificates (the "Certificate Insurance Account") over which the Trustee shall
have exclusive control and sole right of withdrawal. The Certificate Insurance
Account shall be an Eligible Account. The Trustee shall deposit any amount paid
under the Certificate Insurance Policy into the Certificate Insurance Account
and distribute such amount only for the purposes of making the payments to
Holders of the related Insured Certificates in respect of the Insured Payment
for which the related claim was made under such Certificate Insurance Policy.
Such amounts shall be allocated by the Trustee to Holders of Insured
Certificates affected by such shortfalls in the same manner as principal and
interest payments are to be allocated with respect to such Certificates pursuant
to Section 4.02. It shall not be necessary for such payments to be made by
checks or wire transfers separate from the checks or wire transfers used to make
regular payments hereunder with funds withdrawn from the Certificate Account.
However, any payments made on the Insured Certificates from funds in the
Certificate Insurance Account shall be noted as provided in subsection (e)
below. Funds held in the Certificate Insurance Account shall not be invested by
the Trustee.

                  (d) Any funds received from Certificate Insurer for deposit
into the Certificate Insurance Account pursuant to the Certificate Insurance
Policy in respect of a Distribution Date or otherwise as a result of any claim
under the Certificate Insurance Policy shall be applied by the Trustee directly
to the payment in full of the Insured Payment due on such Distribution Date on
the related Insured Certificates. Funds received by the Trustee as a result of
any claim under the Certificate Insurance Policy shall be used solely for
payment to the Holders of the Insured Certificates and may not be applied for
any other purpose, including, without limitation, satisfaction of any costs,
expenses or liabilities of the Trustee, the Servicer or the Trust Fund. Any
funds (other than funds deposited therein in respect of a Preference Amount
payable under the related Certificate Insurance Policy) remaining in the related
Certificate Insurance Account on the first Business Day after each Distribution
Date shall be remitted promptly to Certificate Insurer pursuant to the written
instruction of Certificate Insurer.

                  (e) The Trustee shall keep complete and accurate records in
respect of (i) all funds remitted to it by Certificate Insurer and deposited
into the related Certificate Insurance Account and (ii) the allocation of such
funds to payments of interest on and principal in respect of the related




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Insured Certificates. Certificate Insurer shall have the right to inspect such
records at reasonable times during normal business hours upon three Business
Days' prior notice to the Trustee.

                  (f) The Trustee acknowledges, and each Holder of an Insured
Certificate by its acceptance of the Insured Certificate agrees, that, without
the need for any further action on the part of Certificate Insurer or the
Trustee, to the extent Certificate Insurer makes payments, directly or
indirectly, on account of principal of or interest on any Insured Certificates,
Certificate Insurer will be fully subrogated to the rights of the Holders of
such Insured Certificates to receive such principal and interest from the Trust
Fund. The Holders of the Insured Certificates, by acceptance of the Insured
Certificates, assign their rights as Holders of the Insured Certificates to the
extent of Certificate Insurer's interest with respect to amounts paid under the
related Certificate Insurance Policy. Anything herein to the contrary
notwithstanding, solely for purposes of determining Certificate Insurer's
rights, as applicable, as subrogee for payments distributable pursuant to
Section 4.02, any payment with respect to distributions to the Insured
Certificates which is made with funds received pursuant to the terms of the
related Certificate Insurance Policy shall not be considered payment of the
Insured Certificates from the Trust Fund and shall not result in the
distribution or the provision for the distribution in reduction of the Class
Principal Balance of the Insured Certificates except to the extent such payment
has been reimbursed to Certificate Insurer pursuant to the terms hereof.

                  (g) Upon a Responsible Officer of the Trustee becoming aware
of the occurrence of an Event of Default, the Trustee shall promptly notify
Certificate Insurer of such Event of Default.

                  (h) The Trustee shall promptly notify Certificate Insurer of
either of the following as to which a Responsible Officer of the Trustee has
actual knowledge: (A) the commencement of any proceeding by or against the
Depositor commenced under the United States bankruptcy code or any other
applicable bankruptcy, insolvency, receivership, rehabilitation or similar law
(an "Insolvency Proceeding") and (B) the making of any claim in connection with
any Insolvency Proceeding seeking the avoidance as a preferential transfer (a
"Preference Claim") of any distribution made with respect to the Insured
Certificates as to which it has actual knowledge. Each Holder of an Insured
Certificate, by its purchase of Insured Certificates, and the Trustee hereby
agrees that the Certificate Insurer (so long as no Certificate Insurer Default
exists) may at any time during the continuation of any proceeding relating to a
Preference Claim direct all matters relating to such Preference Claim,
including, without limitation, (i) the direction of any appeal of any order
relating to any Preference Claim and (ii) the posting of any surety, supersedeas
or performance bond pending any such appeal. In addition and without limitation
of the foregoing, the Certificate Insurer shall be subrogated to the rights of
the Trustee and each Holder of an Insured Certificate in the conduct of any
Preference Claim, including, without limitation, all rights of any party to an
adversary proceeding action with respect to any court order issued in connection
with any such Preference Claim.

                  (i) The Servicer shall designate a Certificate Insurer Contact
Person who shall be available to Certificate Insurer to provide reasonable
access to information regarding the Mortgage Loans. The initial Certificate
Insurer Contact Persons are the Servicing Officers.




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                  (j) The Trustee shall surrender the related Certificate
Insurance Policy to the Certificate Insurer for cancellation upon the reduction
of the Class Principal Balance of the applicable Insured Certificates to zero.

                  (k) The Trustee shall send to Certificate Insurer the reports
prepared pursuant to Sections 3.16 and 3.17 and the statements prepared pursuant
to Section 4.06, as well as any other statements or communications sent to
Holders of the Insured Certificates, in each case at the same time such reports,
statements and communications are otherwise sent.

                  (l) For so long as there is no continuing default by
Certificate Insurer under its obligations under the Certificate Insurance Policy
(a "Certificate Insurer Default"), each Holder of any Insured Certificate agrees
that Certificate Insurer shall be treated by the Depositor, the Servicer and the
Trustee as if Certificate Insurer were the Holder of all of the Insured
Certificates for the purpose (and solely for the purpose) of the giving of any
consent, the making of any direction or the exercise of any voting or other
control rights otherwise given to the Holders of the Insured Certificates
hereunder without any further consent of any Holders of the Insured
Certificates.

                  (m) All notices, statements, reports, certificates or opinions
required by this Agreement to be sent to the Trustee, the Rating Agencies or the
Holders of the Insured Certificates shall also be sent at such time to
Certificate Insurer at Ambac Assurance Corporation, One State Street Plaza, New
York, New York 10004, Attention: Consumer Asset-Backed Securities Group (CSFB
Trust Series 2001-S15).

                  (n) The Certificate Insurer shall be an express third party
beneficiary of this Agreement for the purpose of enforcing the provisions hereof
to the extent of the Certificate Insurer's rights explicitly specified herein as
if a party hereto.

                  (o) All references herein to the ratings assigned to the
Certificates and to the interests of any Certificateholders shall be without
regard to the Certificate Insurance Policy.

                  (p) The Trustee and the Servicer shall cooperate with any
reasonable request by Certificate Insurer to preserve or enforce the rights
granted to Certificate Insurer hereunder or under the Insurance Agreement.

                  (q) Any amendment to this Agreement shall require the prior
written consent of Certificate Insurer if such amendment could materially
adversely affects the interest of Certificate Insurer or of the Holders of the
Insured Certificates.

         SECTION 4.08. Distributions on the Uncertificated REMIC 1 Regular
Interests.

         (A)      Distributions relating to Loan Group I:

         (a) On each Distribution Date the Trustee shall distribute to itself,
as the holder of the Uncertificated REMIC 1 Group I Regular Interests, the
following amounts in the following order of priority to the extent of the
Available Funds relating to Loan Group I reduced by distributions made to the
Class A-R-1 Certificates pursuant to Section 4.02(b):




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                (i) Uncertificated REMIC 1 Accrued Interest on the
         Uncertificated REMIC 1 Group I Regular Interests for such Distribution
         Date, plus any Uncertificated REMIC 1 Accrued Interest thereon
         remaining unpaid from any previous Distribution Date; and

               (ii) In accordance with the priority set forth in Section
         4.08(A)(b), an amount equal to the sum of the amounts in respect of
         principal distributable on the Uncertificated REMIC 2 Group I Regular
         Interests and Class R-II Certificates under Section 4.09(A)(a), as
         allocated thereto pursuant to Section 4.09(A)(b).

                  On each Distribution Date, all amounts representing Prepayment
Penalties in respect of the Mortgage Loans received during the related
Prepayment Period will be distributed by REMIC 1 to the Holders of
Uncertificated REMIC 1 Regular Interest I-LT-P. The payment of the foregoing
amounts to the Holders of Uncertificated REMIC 1 Regular Interest I-LT-P shall
not reduce the Uncertificated Principal Balance thereof.

         (b) The amount described in Section 4.08(A)(a)(ii) shall be deemed
distributed to (i) Uncertificated REMIC 1 Regular Interest I-LT, (ii)
Uncertificated REMIC 1 Regular Interest I-LT-P, and (iii) Uncertificated REMIC 1
Regular Interest I-LT-R, with the amount to be distributed allocated among such
interests in accordance with the priority assigned to the Corresponding
Uncertificated Interests under Section 4.09(A)(b) until the Uncertificated
Principal Balance of each such interest is reduced to zero.

         (c) The portion of the Uncertificated REMIC 1 Regular Interest
Distribution Amounts described in Section 4.08(A)(a)(ii) shall be distributed by
REMIC 1 to REMIC 2 in accordance with the priority assigned to the
Uncertificated REMIC 2 Group I Regular Interests relative to that assigned to
the Uncertificated REMIC 1 Regular Interests.

         (d) In determining from time to time the Uncertificated REMIC 1 Regular
Interest Distribution Amounts for the Uncertificated REMIC 1 Group I Regular
Interests, Realized Losses allocated to the Uncertificated REMIC 2 Group I
Regular Interests shall be allocated to Uncertificated REMIC 1 Group I Regular
Interests in the same amounts and priorities as allocated to the Corresponding
Uncertificated Interests.

         (B)      Distributions relating to Loan Group II:

         (a) On each Distribution Date, the Trustee shall cause the Available
Funds relating to Loan Group II, to make the following disbursements and
transfers, in the following order of priority, to be distributed by REMIC 1 to
REMIC 2 on account of the Uncertificated REMIC 1 Group II Regular Interests or
withdrawn from the Distribution Account and distributed to the Holders of the
Class A-R-1 Certificates, as the case may be:

                  (1)(i) first, to the Holders of Uncertificated REMIC 1 Regular
Interests II-LT-B, II- LT-C, II-LT-D, II-LT-E, II-LT-F and II-LT-G, in an amount
equal to (A) the related Uncertificated Interest Distribution Amount for such
Distribution Date, plus (B) any amounts in respect thereof remaining unpaid from
previous Distribution Dates and second, to Holders of Uncertificated REMIC 1
Regular Interest II-LT-A an amount equal to (A) the related Uncertificated
Interest Distribution




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<PAGE>

Amount for such Distribution Date, plus (B) any amounts in respect thereof
remaining unpaid from previous Distribution Dates; and

                  (ii) on each of the first three Distribution Dates, to the
Holders of the Class A-R-1 Certificates, in an amount equal to the excess, if
any, of (A) the Group II Interest Remittance Amount for such Distribution Dates
over (B) the aggregate Uncertificated Interest Distribution Amount payable to
the Holders of Uncertificated REMIC 1 Group II Regular Interests on such
Distribution Dates;

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

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

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

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

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

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

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

                           (vii) to the Holders of Uncertificated REMIC 1
Regular Interest II-LTG, until the Uncertificated Principal Balance of
Uncertificated REMIC 1 Regular Interest II-LTG is reduced to zero; and

                           (viii) any remaining amount to the Holders of the
Class A-R-1 Certificates.

         (b) All Realized Losses on the Mortgage Loans shall be allocated by the
Trustee on each Distribution Date to Uncertificated REMIC 1 Regular Interest
II-LT-A until the Uncertificated Principal Balance thereof has been reduced to
zero, then to Uncertificated REMIC 1 Regular Interest




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II-LT-B until the Uncertificated Principal Balance thereof has been reduced to
zero, then to Uncertificated REMIC 1 Regular Interest II-LT-C until the
Uncertificated Principal Balance thereof has been reduced to zero, then to
Uncertificated REMIC 1 Regular Interest II-LT-D until the Uncertificated
Principal Balance thereof has been reduced to zero, then to Uncertificated REMIC
1 Regular Interest II-LT-E until the Uncertificated Principal Balance thereof
has been reduced to zero, then to Uncertificated REMIC 1 Regular Interest
II-LT-F until the Uncertificated Principal Balance thereof has been reduced to
zero, and then to Uncertificated REMIC 1 Regular Interest II- LT-G until the
Uncertificated Principal Balance thereof has been reduced to zero.

         SECTION 4.09. Distributions on the Uncertificated REMIC 2 Regular
Interests.

         (A)      Distributions relating to Loan Group I:

                  (a) On each Distribution Date, the Trustee shall be deemed to
distribute to itself, as the holder of the Uncertificated REMIC 2 Group I
Regular Interests, the Uncertificated REMIC 2 Regular Interest Distribution
Amounts relating to the Uncertificated REMIC 2 Group I Regular Interests in the
following order of priority to the extent of Available Funds relating to Group
I:

                (i) Uncertificated REMIC 2 Accrued Interest on the
         Uncertificated REMIC 2 Group I Regular Interests for such Distribution
         Date, plus any Uncertificated REMIC 2 Accrued Interest thereon
         remaining unpaid from any previous Distribution Date; and

               (ii) In accordance with the priority set forth in Section
         4.09(A)(b), an amount equal to the sum of the amounts in respect of
         principal distributable on each Class of Group I Certificates under
         Section 4.02(b), as allocated thereto.

                  On each Distribution Date, all amounts representing Prepayment
Penalties in respect of the Mortgage Loans received during the related
Prepayment Period will be distributed by REMIC 2 to the Holders of
Uncertificated REMIC 2 Regular Interest MT-I-P. The payment of the foregoing
amounts to the Holders of Uncertificated REMIC 2 Regular Interest MT-I-P shall
not reduce the Uncertificated Principal Balance thereof.

                  (b) The amount described in Section 4.09(A)(a)(ii) shall be
deemed distributed to (i) Uncertificated REMIC 2 Regular Interest MT-I-A1, (ii)
Uncertificated REMIC 2 Regular Interest MT-I-A3, (iii) Uncertificated REMIC 2
Regular Interest MT-I-A4, (iv) Uncertificated REMIC 2 Regular Interest MT-I-B1,
(v) Uncertificated REMIC 2 Regular Interest MT-I-B2, (vi) Uncertificated REMIC 2
Regular Interest MT-I-R and (vii) Uncertificated REMIC 2 Regular Interest
MT-I-P, with the amount to be distributed allocated among such interests in
accordance with the priority assigned to the Corresponding Certificates,
respectively, under Section 4.02(b) until the Uncertificated Principal Balance
of each such interest is reduced to zero.

                  (c) The portion of the Uncertificated REMIC 2 Regular Interest
Distribution Amounts described in Section 4.09(A)(a)(ii) shall be deemed
distributed by REMIC 2 to REMIC 3 in accordance with the priority assigned to
the Certificates relative to that assigned to the Uncertificated REMIC 2 Regular
Interests under Section 4.02.




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<PAGE>

                  (d) In determining from time to time the Uncertificated REMIC
2 Group I Regular Interest Distribution Amounts, Realized Losses allocated to
the Group I Certificates shall be allocated to Uncertificated REMIC 2 Group I
Regular Interests in the same amounts and priorities as allocated to the
Corresponding Certificates.

         (B)      Distributions relating to Loan Group II:

                  (a) to the extent of Available Funds for Loan Group II, to the
Holders of Uncertificated REMIC 2 Regular Interest MT-II-1, Uncertificated REMIC
2 Regular Interest MT-II- 2, Uncertificated REMIC 2 Regular Interest MT-II-3,
Uncertificated REMIC 2 Regular Interest MT- II-4, Uncertificated REMIC 2 Regular
Interest MT-II-5, and Uncertificated REMIC 2 Regular Interest MT-II-6, PRO RATA,
in an amount equal to (A) the Uncertificated REMIC 2 Accrued Interest for such
Distribution Date, plus (B) any amounts in respect thereof remaining unpaid from
previous Distribution Dates. Amounts payable as Uncertificated REMIC 2 Accrued
Interest in respect of Uncertificated REMIC 2 Regular Interest MT-II-6 shall be
reduced when the REMIC 2 Group II Overcollateralization Amount is less than the
REMIC 2 Group II Targeted Overcollateralization Amount, by the lesser of (x) the
amount of such difference and (y) the REMIC 2 Group II Regular Interest MT-II-6
Maximum Interest Deferral Amount, and such amount will be payable to the Holders
of Uncertificated REMIC 2 Regular Interest MT-II-2, Uncertificated REMIC 2
Regular Interest MT-II-3, Uncertificated REMIC 2 Regular Interest MT-II-4 and
Uncertificated REMIC 2 Regular Interest MT-II-5, in the same proportion as the
Overcollateralization Increase Amount is allocated to the Class II-A-1
Certificates, Class II-M-1 Certificates, Class M-II-2 Certificates, Class II-M-2
Certificates and Class II-B Certificates, respectively; and

                  (b) on each Distribution Date, to the Holders of
Uncertificated REMIC 2 Group II Regular Interests, in an amount equal to the
remainder of the Available Funds for Loan Group II after the distributions made
pursuant to clause (a) above, allocated as follows (except as provided below):

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

                                            (B)      to the Holders of
                                                     Uncertificated REMIC 2
                                                     Regular Interests MT-II-2,
                                                     MT-II-3, MT-II-4 and
                                                     MT-II-5, 1.00% of such
                                                     remainder, in the same
                                                     proportion as principal
                                                     payments are allocated to
                                                     the Class II-A-1
                                                     Certificates, Class II-M-1
                                                     Certificates, Class II-M-2
                                                     Certificates and Class II-B
                                                     Certificates, respectively;

                                            (C)      to the Holders of
                                                     Uncertificated REMIC 2
                                                     Regular Interest MT-II-6,
                                                     1.00% of such remainder;
                                                     and




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                                            (D)      any remaining amounts to
                                                     the Holders of the Class
                                                     R-2 Certificates;

                                            provided, however, that 98.00% and
                                            2.00% of any principal payments that
                                            are attributable to an
                                            Overcollateralization Reduction
                                            Amount shall be allocated to Holders
                                            of the Uncertificated REMIC 2
                                            Regular Interest MT-II-1 and
                                            Uncertificated REMIC 2 Regular
                                            Interest MT-II-6, respectively.

                  (c) All Realized Losses on the Group II Mortgage Loans shall
be allocated on each Distribution Date to the following Uncertificated REMIC 2
Group II Regular Interests in the specified percentages, as follows: first, to
Uncertificated REMIC 2 Accrued Interest payable to the Uncertificated REMIC 2
Regular Interests MT-II-1 and MT-II-6 up to an aggregate amount equal to the
excess of (a) the REMIC 2 Group II Interest Loss Allocation Amount over (b)
Prepayment Interest Shortfalls (to the extent not covered by a Compensating
Interest Payment) relating to the Group II Mortgage Loans for such Distribution
Date, 98% and 2%, respectively; second, to the Uncertificated Principal Balances
of the Uncertificated REMIC 2 Regular Interests MT-II-1 and MT-II-6 up to an
aggregate amount equal to the REMIC 2 Group II Principal Loss Allocation Amount,
98% and 2%, respectively; third, to the Uncertificated Principal Balances of
Uncertificated REMIC 2 Regular Interests MT-II-1, 98%, MT-II-2, MT-II-3, MT-II-4
and MT-II-5, 1%, PRO RATA, and MT-II-6, 1%, respectively, until the
Uncertificated Principal Balance of each of Uncertificated REMIC 2 Regular
Interest MT-II-2, MT-II-3, MT-II-4 and MT-II-5 has been reduced to zero.

         SECTION 4.10.              Basis Risk Reserve Fund.

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

                  (b) On the Closing Date, $5,000 will be deposited by the
Depositor into the Basis Risk Reserve Fund. On each Distribution Date, the
Trustee shall transfer from the Certificate Account to the Basis Risk Reserve
Fund pursuant to Section 4.02(b)(v)(I)., the Required Basis Risk Reserve Fund
Deposit. Amounts on deposit in the Basis Risk Reserve Fund can be withdrawn by
the Trustee in connection with any Distribution Date to fund the amounts
required to be distributed to holders of the Class II-A-1, Class II-M-1, Class
II-M-2 and Class II-B Certificates pursuant to Sections 4.02(b)(v) E. through H.
to the extent Monthly Excess Cashflow on such date is insufficient to make such
payments. Any such amounts distributed shall be treated for federal tax purposes
as amounts distributed by REMIC 3 to the Class II-X Certificateholders. On any
Distribution Date, any amounts on deposit in the Basis Risk Reserve Fund in
excess of the Required Basis Risk Reserve Fund Amount shall be distributed to
the Class II-X Certificateholder pursuant to Section 4.02(b)(v)J.




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                  (c) Funds in the Basis Risk Reserve Fund may be invested in
Eligible Investments by the Trustee at the direction of the holder of the Class
II-X Certificate. Any net investment earnings on such amounts shall be payable
to the holder of the Class II-X Certificate. Amounts held in the Basis Risk
Reserve Fund from time to time shall continue to constitute assets of the Trust
Fund, but not of REMIC 1, REMIC 2 or REMIC 3, until released from the Basis Risk
Reserve Fund pursuant to this Section 4.10. The Basis Risk Reserve Fund
constitutes an "outside reserve fund" within the meaning of Treasury Regulation
ss.1.860G-2(h) and is not an asset of REMIC 1, REMIC 2 or REMIC 3. For all
federal tax purposes, amounts transferred by the REMIC 1, REMIC 2 or REMIC 3 to
the Reserve Fund shall be treated as amounts distributed by REMIC 1, REMIC 2 or
REMIC 3 to the Class II-X Certificateholders. The Class II-X Certificate shall
evidence ownership of the Basis Risk Reserve Fund for federal tax purposes and
the Holders thereof shall direct the Trustee in writing as to the investment of
amounts therein. In the absence of such written direction, all funds in the
Basis Risk Reserve Fund shall be invested by the Trustee in the Chase Vista
Prime Money Market Fund. The Trustee shall have no liability for losses on
investments in Eligible Investments made pursuant to this Section 4.10(c) (other
than as obligor on any such investments). Upon termination of the Trust Fund,
any amounts remaining in the Basis Risk Reserve Fund shall be distributed to the
Holder of the Class II-X Certificate in the same manner as if distributed
pursuant to Section 4.02(b)(v)J. hereof.

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

         SECTION 4.11.              Prepayment Penalties.

         For any Mortgage Loan in which a Prepayment Penalty is due, the Trustee
will verify no later than 5 Business Days after each Distribution Date that the
Servicer remitted an amount with respect to such Prepayment Penalty. The Trustee
is not responsible for verifying whether the amount of such Prepayment Penalty
is correct. The Trustee shall provide a report (the "Prepayment Penalty Report")
to the Servicer listing any Mortgage Loans for which a Prepayment Penalty was
due but not received by the Trustee no later than the Business Day immediately
preceding the related Distribution Date. If the Servicer fails to remit a
Prepayment Penalty to the Trustee, and the Trustee notified the Servicer that
such Prepayment Penalty was due but not received and the Servicer fails to remit
such Prepayment Penalty or to provide the Trustee with an Officer's Certificate
providing a written explanation of the Servicer's determination not to pursue
the collection of such Prepayment Penalty within four Business Days of the date
of the Prepayment Penalty Report, the Trustee will promptly provide notice in
writing of such failure to the Depositor. The Trustee shall have no further
responsibilities with respect to such Prepayment Penalties.






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                                    ARTICLE V

                                THE CERTIFICATES

         SECTION 5.01.              The Certificates.

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

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

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

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

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




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<PAGE>

facilities of the Depository or between or among Depository Participants or
beneficial owners of the Certificates made in violation of applicable
restrictions.

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

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

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

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

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

                  (b) No transfer of a Private Certificate shall be made unless
such transfer is made pursuant to an effective registration statement under the
Securities Act and any applicable state securities laws or is exempt from the
registration requirements under said Act and such state securities laws. Except
in connection with any transfer of a Private Certificate by the Depositor to any
affiliate, in the event that a transfer is to be made in reliance upon an
exemption from the Securities Act and such laws, in order to assure compliance
with the Securities Act and such laws, the Certificateholder desiring to effect
such transfer and such Certificateholder's prospective transferee shall each
certify to the Trustee in writing the facts surrounding the transfer in
substantially the form set forth in Exhibit K (the "TRANSFEROR CERTIFICATE") and
(i) deliver a letter in substantially the form of either Exhibit L (the
"INVESTMENT LETTER") or Exhibit M (the "RULE 144A LETTER") or (ii) there shall
be delivered to the Trustee at the expense of the transferor an Opinion of
Counsel that such transfer may be made pursuant to an exemption from the
Securities Act. The Depositor shall provide to any Holder of a Private
Certificate and any prospective transferee designated by any such Holder,
information regarding the related Certificates and the Mortgage Loans and such
other information as shall be necessary to satisfy the condition to eligibility
set forth




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in Rule 144A(d)(4) for transfer of any such Certificate without registration
thereof under the Securities Act pursuant to the registration exemption provided
by Rule 144A. The Trustee and the Servicer shall cooperate with the Depositor in
providing the Rule 144A information referenced in the preceding sentence,
including providing to the Depositor such information regarding the
Certificates, the Mortgage Loans and other matters regarding the Trust Fund as
the Depositor shall reasonably request to meet its obligation under the
preceding sentence. Each Holder of a Private Certificate desiring to effect such
transfer shall, and does hereby agree to, indemnify the Trustee, the Depositor,
the Seller and the Servicer against any liability that may result if the
transfer is not so exempt or is not made in accordance with such federal and
state laws.

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

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

                  (c) Each Person who has or who acquires any Ownership Interest
in a Residual Certificate shall be deemed by the acceptance or acquisition of
such Ownership Interest to have




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agreed to be bound by the following provisions, and the rights of each Person
acquiring any Ownership Interest in a Residual Certificate are expressly subject
to the following provisions:

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

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

                  (iii) Each Person holding or acquiring any Ownership Interest
         in a Residual Certificate shall agree (A) to obtain a Transfer
         Affidavit from any other Person to whom such Person attempts to
         Transfer its Ownership Interest in a Residual Certificate, (B) to
         obtain a Transfer Affidavit from any Person for whom such Person is
         acting as nominee, trustee or agent in connection with any Transfer of
         a Residual Certificate and (C) not to Transfer its Ownership Interest
         in a Residual Certificate or to cause the Transfer of an Ownership
         Interest in a Residual Certificate to any other Person if it has actual
         knowledge that such Person is not a Permitted Transferee.

                  (iv) Any attempted or purported Transfer of any Ownership
         Interest in a Residual Certificate in violation of the provisions of
         this Section 5.02(c) shall be absolutely null and void and shall vest
         no rights in the purported Transferee. If any purported transferee
         shall become a Holder of a Residual Certificate in violation of the
         provisions of this Section 5.02(c), then the last preceding Permitted
         Transferee shall be restored to all rights as Holder thereof
         retroactive to the date of registration of Transfer of such Residual
         Certificate. The Trustee shall be under no liability to any Person for
         any registration of Transfer of a Residual Certificate that is in fact
         not permitted by Section 5.02(b) and this Section 5.02(c) or for making
         any payments due on such Certificate to the Holder thereof or taking
         any other action with respect to such Holder under the provisions of
         this Agreement so long as the Transfer was registered after receipt of
         the related Transfer Affidavit, Transferor Certificate and either the
         Rule 144A Letter or the Investment Letter. The Trustee shall be
         entitled but not obligated to recover from any Holder of a Residual
         Certificate that was in fact not a Permitted Transferee at the time it
         became a Holder or, at such subsequent time as it became other than a
         Permitted Transferee, all payments made on such Residual Certificate at
         and after either such time. Any such payments so recovered by the
         Trustee shall be paid and delivered by the Trustee to the last
         preceding Permitted Transferee of such Certificate.

                  (v) The Depositor shall use its best efforts to make
         available, upon receipt of written request from the Trustee, all
         information necessary to compute any tax imposed under Section 860E(e)
         of the Code as a result of a Transfer of an Ownership Interest in a
         Residual Certificate to any Holder who is not a Permitted Transferee.




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                  The restrictions on Transfers of a Residual Certificate set
forth in this Section 5.02(c) shall cease to apply (and the applicable portions
of the legend on a Residual Certificate may be deleted) with respect to
Transfers occurring after delivery to the Trustee of an Opinion of Counsel,
which Opinion of Counsel shall not be an expense of the Trust Fund, the Trustee,
the Seller or the Servicer, to the effect that the elimination of such
restrictions will not cause the Trust Fund hereunder to fail to qualify as a
REMIC at any time that the Certificates are outstanding or result in the
imposition of any tax on the Trust Fund, a Certificateholder or another Person.
Each Person holding or acquiring any Ownership Interest in a Residual
Certificate hereby consents to any amendment of this Agreement which, based on
an Opinion of Counsel furnished to the Trustee, is reasonably necessary (a) to
ensure that the record ownership of, or any beneficial interest in, a Residual
Certificate is not transferred, directly or indirectly, to a Person that is not
a Permitted Transferee and (b) to provide for a means to compel the Transfer of
a Residual Certificate which is held by a Person that is not a Permitted
Transferee to a Holder that is a Permitted Transferee.

                  (d) The preparation and delivery of all certificates and
opinions referred to above in this Section 5.02 in connection with transfer
shall be at the expense of the parties to such transfers.

                  (e) Except as provided below, the Book-Entry Certificates
shall at all times remain registered in the name of the Depository or its
nominee and at all times: (i) registration of the Certificates may not be
transferred by the Trustee except to another Depository; (ii) the Depository
shall maintain book-entry records with respect to the Certificate Owners and
with respect to ownership and transfers of such Book-Entry Certificates; (iii)
ownership and transfers of registration of the Book-Entry Certificates on the
books of the Depository shall be governed by applicable rules established by the
Depository; (iv) the Depository may collect its usual and customary fees,
charges and expenses from its Depository Participants; (v) the Trustee shall
deal with the Depository, Depository Participants and indirect participating
firms as representatives of the Certificate Owners of the Book-Entry
Certificates for purposes of exercising the rights of holders under this
Agreement, and requests and directions for and votes of such representatives
shall not be deemed to be inconsistent if they are made with respect to
different Certificate Owners; and (vi) the Trustee may rely and shall be fully
protected in relying upon information furnished by the Depository with respect
to its Depository Participants and furnished by the Depository Participants with
respect to indirect participating firms and persons shown on the books of such
indirect participating firms as direct or indirect Certificate Owners.

                  All transfers by Certificate Owners of Book-Entry Certificates
shall be made in accordance with the procedures established by the Depository
Participant or brokerage firm representing such Certificate Owner. Each
Depository Participant shall only transfer Book-Entry Certificates of
Certificate Owners it represents or of brokerage firms for which it acts as
agent in accordance with the Depository's normal procedures.

                  If (x) (i) the Depository or the Depositor advises the Trustee
in writing that the Depository is no longer willing or able to properly
discharge its responsibilities as Depository, and (ii) the Trustee or the
Depositor is unable to locate a qualified successor, (y) the Depositor at its
option advises the Trustee in writing that it elects to terminate the book-entry
system through the Depository or (z) after the occurrence of an Event of
Default, Certificate Owners representing at least 51% of the Certificate Balance
of the Book-Entry Certificates together advise the Trustee and the




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Depository through the Depository Participants in writing that the continuation
of a book-entry system through the Depository is no longer in the best interests
of the Certificate Owners, the Trustee shall notify all Certificate Owners,
through the Depository, of the occurrence of any such event and of the
availability of definitive, fully-registered Certificates (the "DEFINITIVE
CERTIFICATES") to Certificate Owners requesting the same. Upon surrender to the
Trustee of the related Class of Certificates by the Depository, accompanied by
the instructions from the Depository for registration, the Trustee shall issue
the Definitive Certificates. None of the Sellers, the Servicer, the Depositor or
the Trustee shall be liable for any delay in delivery of such instruction and
each may conclusively rely on, and shall be protected in relying on, such
instructions. The Depositor shall provide the Trustee with an adequate inventory
of certificates to facilitate the issuance and transfer of Definitive
Certificates. Upon the issuance of Definitive Certificates all references herein
to obligations imposed upon or to be performed by the Depository shall be deemed
to be imposed upon and performed by the Trustee, to the extent applicable with
respect to such Definitive Certificates and the Trustee shall recognize the
Holders of the Definitive Certificates as Certificateholders hereunder; provided
that the Trustee shall not by virtue of its assumption of such obligations
become liable to any party for any act or failure to act of the Depository.

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

                  If (a) any mutilated Certificate is surrendered to the
Trustee, or the Trustee receives evidence to its satisfaction of the
destruction, loss or theft of any Certificate and (b) there is delivered to the
Trustee (and the Certificate Insurer with respect to the Insured Certificates)
such security or indemnity as may be required by it to hold it harmless, then,
in the absence of notice to the Trustee that such Certificate has been acquired
by a bona fide purchaser, the Trustee shall execute, countersign and deliver, in
exchange for or in lieu of any such mutilated, destroyed, lost or stolen
Certificate, a new Certificate of like Class, tenor and Percentage Interest. In
connection with the issuance of any new Certificate under this Section 5.03, the
Trustee may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Trustee) connected therewith.
Any replacement Certificate issued pursuant to this Section 5.03 shall
constitute complete and indefeasible evidence of ownership, as if originally
issued, whether or not the lost, stolen or destroyed Certificate shall be found
at any time.

         SECTION 5.04. Persons Deemed Owners.

                  The Servicer, the Trustee (and the Certificate Insurer with
respect to the Insured Certificates) and any agent of the Servicer (and the
Certificate Insurer with respect to the Insured Certificates) or the Trustee may
treat the Person in whose name any Certificate is registered as the owner of
such Certificate for the purpose of receiving distributions as provided in this
Agreement and for all other purposes whatsoever, and none of the Servicer (and
the Certificate Insurer with respect to the Insured Certificates), the Trustee
or any agent of the Servicer (and the Certificate Insurer with respect to the
Insured Certificates) or the Trustee shall be affected by any notice to the
contrary.

         SECTION 5.05. Access to List of Certificateholders' Names and
Addresses.




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                  If three or more Certificateholders (a) request such
information in writing from the Trustee, (b) state that such Certificateholders
desire to communicate with other Certificateholders with respect to their rights
under this Agreement or under the Certificates, and (c) provide a copy of the
communication which such Certificateholders propose to transmit, or if the
Depositor or the Servicer shall request such information in writing from the
Trustee, then the Trustee shall, within ten Business Days after the receipt of
such request, provide the Depositor, the Servicer or such Certificateholders at
such recipients' expense the most recent list of the Certificateholders of such
Trust Fund held by the Trustee, if any. The Depositor and every
Certificateholder, by receiving and holding a Certificate, agree that the
Trustee shall not be held accountable by reason of the disclosure of any such
information as to the list of the Certificateholders hereunder, regardless of
the source from which such information was derived.

         SECTION 5.06. Maintenance of Office or Agency.

                  The Trustee will maintain or cause to be maintained at its
expense an office or offices or agency or agencies in Pennsylvania where the
Pool Insurance Policy shall be delivered. The Trustee initially designates its
Corporate Trust Office for such purposes. The Trustee will give prompt written
notice to the Certificateholders of any change in such location of any such
office or agency.




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                                   ARTICLE VI

                   THE DEPOSITOR, THE SELLER AND THE SERVICER

         SECTION 6.01. Respective Liabilities of the Depositor, the Sellers and
the Servicers.

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

         SECTION 6.02. Merger or Consolidation of the Depositor, the Seller or
the Servicer.

                  The Depositor, the Seller and the Servicer will each keep in
full effect its existence, rights and franchises as a corporation under the laws
of the United States or under the laws of one of the states thereof and will
each obtain and preserve its qualification to do business as a foreign
corporation in each jurisdiction in which such qualification is or shall be
necessary to protect the validity and enforceability of this Agreement, or any
of the Mortgage Loans and to perform its respective duties under this Agreement.
Notwithstanding the foregoing, the Seller or the Servicer may be merged or
consolidated into another Person in accordance with the following paragraph.

                  Any Person into which the Depositor, the Seller or the
Servicer may be merged or consolidated, or any Person resulting from any merger
or consolidation to which the Depositor, the Seller or the Servicer shall be a
party, or any person succeeding to the business of the Depositor, the Seller or
the Servicer, shall be the successor of the Depositor, the Seller or the
Servicer, as the case may be, hereunder, without the execution or filing of any
paper or any further act on the part of any of the parties hereto, anything
herein to the contrary notwithstanding, provided, however, that the successor or
surviving Person with respect to a merger or consolidation of the Servicer shall
be an institution which is a FNMA or FHLMC approved company in good standing. In
addition to the foregoing, there must be delivered to the Trustee and the
Certificate Insurer a letter from each of the Rating Agencies, determined
without regard to the Certificate Insurance Policy with respect to the Insured
Certificates, to the effect that such merger, conversion or consolidation of the
Servicer will not result in a disqualification, withdrawal or downgrade of the
then current rating of any of the Certificates.

         SECTION 6.03. Limitation on Liability of the Depositor, the Seller, the
Servicer and Others.

                  None of the Depositor, the Seller, the Servicer nor any of the
directors, officers, employees or agents of the Depositor, the Seller or the
Servicer shall be under any liability to the Certificateholders for any action
taken or for refraining from the taking of any action in good faith pursuant to
this Agreement, or for errors in judgment; PROVIDED, HOWEVER, that this
provision shall not protect the Depositor, the Seller, the Servicer or any such
Person against any breach of representations or warranties made by it herein or
protect the Depositor, the Seller, the Servicer or any such Person from any
liability which would otherwise be imposed by reasons of willful




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misfeasance, bad faith or negligence in the performance of duties or by reason
of reckless disregard of obligations and duties hereunder. The Depositor, the
Seller, the Servicer and any director, officer, employee or agent of the
Depositor, the Seller or the Servicer may rely in good faith on any document of
any kind PRIMA FACIE properly executed and submitted by any Person respecting
any matters arising hereunder. None of the Depositor, the Seller or the Servicer
shall be under any obligation to appear in, prosecute or defend any legal action
that is not incidental to its respective duties hereunder and which in its
opinion may involve it in any expense or liability; PROVIDED, however, that any
of the Depositor, the Seller or the Servicer may in its discretion undertake any
such action that it may deem necessary or desirable in respect of this Agreement
and the rights and duties of the parties hereto and interests of the Trustee and
the Certificateholders hereunder. In such event, the legal expenses and costs of
such action and any liability resulting therefrom shall be expenses, costs and
liabilities of the Trust Fund, and the Depositor, the Seller and the Servicer
shall be entitled to be reimbursed therefor out of the Collection Account.

         SECTION 6.04. Limitation on Resignation of the Servicer.

                  The Servicer shall not resign from the obligations and duties
hereby imposed on it except (a) upon appointment, pursuant to the provisions of
Section 7.02, of a successor servicer which (i) has a net worth of not less than
$15,000,000, (ii) is a FNMA or FHLMC approved company in good standing and
receipt by the Trustee and the Certificate Insurer of a letter from each Rating
Agency (determined without regard to the Certificate Insurance Policy with
respect to the Insured Certificates) that such a resignation and appointment
will not result in a qualification, withdrawal or downgrading of the then
current rating of any of the Certificates and (iii) has the written approval of
the Certificate Insurer (which approval shall not be unreasonably withheld) and
of the Pool Insurer as contemplated under the Pool Insurance Policy to the
extent such successor servicer is the servicer of the Group I Mortgage Loans, or
(b) upon determination that its duties hereunder are no longer permissible under
applicable law. Any such determination under clause (b) permitting the
resignation of the Servicer shall be evidenced by an Opinion of Counsel to such
effect delivered to the Trustee and the Certificate Insurer. No such resignation
shall become effective until the Trustee or a successor servicer shall have
assumed the Servicer's responsibilities, duties, liabilities and obligations
hereunder and the requirements of Section 7.02 have been satisfied.

                                   ARTICLE VII

                                     DEFAULT

         SECTION 7.01. Events of Default.

                  "Event of Default", wherever used herein, means any one of the
following events:

                  (i) any failure by the Servicer to make any deposit or payment
         required pursuant to this Agreement (including but not limited to
         Advances to the extent required under Section 4.01) which continues
         unremedied for a period of five days after the date upon which written
         notice of such failure, requiring the same to be remedied, shall have
         been given to the Servicer by the Trustee or the Depositor, or to the
         Servicer and the Trustee by the Holders




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         of Certificates having not less than 25% of the Voting Rights evidenced
         by the Certificates; or

                  (ii) any failure by the Servicer duly to observe or perform in
         any material respect any other of the covenants or agreements on the
         part of the Servicer set forth in this Agreement, or if any of the
         representations and warranties of the Servicer in Section 2.03(b)
         proves to be untrue in any material respect, which failure or breach
         continues unremedied for a period of 30 days after the date on which
         written notice of such failure or breach, requiring the same to be
         remedied, shall have been given to the Servicer by the Trustee or the
         Depositor, or to the Servicer and the Trustee by the Holders of
         Certificates having not less than 25% of the Voting Rights evidenced by
         the Certificates; or

                  (iii) failure by the Servicer to maintain, if required, its
         license to do business in any jurisdiction where the related Mortgaged
         Property is located; or

                  (iv) a decree or order of a court or agency or supervisory
         authority having jurisdiction for the appointment of a conservator or
         receiver or liquidator in any insolvency, readjustment of debt,
         including bankruptcy, marshaling of assets and liabilities or similar
         proceedings, or for the winding-up or liquidation of its affairs, shall
         have been entered against the Servicer and such decree or order shall
         have remained in force undischarged or unstayed for a period of 60
         consecutive days; or

                  (v) the Servicer shall consent to the appointment of a
         conservator or receiver or liquidator in any insolvency, readjustment
         of debt, marshaling of assets and liabilities or similar proceedings of
         or relating to the Servicer or of or relating to all or substantially
         all of its property; or

                  (vi) the Servicer shall admit in writing its inability to pay
         its debts generally as they become due, file a petition to take
         advantage of or commence a voluntary case under, any applicable
         insolvency, bankruptcy or reorganization statute, make an assignment
         for the benefit of its creditors, voluntarily suspend payment of its
         obligations or cease its normal business operations for three Business
         Days; or

                  (vii) for any Distribution Date, cumulative Realized Losses on
         the Mortgage Loans equal or exceed 15% of the Aggregate Collateral
         Balance as of the Cut-off Date.

                  Other than an Event of Default resulting from a failure of the
Servicer to make any Advance, if an Event of Default shall occur, then, and in
each and every such case, so long as such Event of Default shall not have been
remedied, the Trustee may, or at the direction of the Holders of Certificates
evidencing not less than 51% of the Voting Rights evidenced by the Certificates,
the Trustee shall by notice in writing to the Servicer (with a copy to each
Rating Agency, the Certificate Insurer and the Pool Insurer), terminate all of
the rights and obligations of the Servicer under this Agreement and in and to
the related Mortgage Loans and the proceeds thereof, other than its rights as a
Certificateholder hereunder. If an Event of Default results from the failure of
the Servicer to make an Advance, the Trustee shall, by notice in writing to the
Servicer and the Depositor (with a copy to each Rating Agency, the Certificate
Insurer and the Pool Insurer), terminate all of the rights




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and obligations of the Servicer under this Agreement and in and to the related
Mortgage Loans and the proceeds thereof, other than its rights as a
Certificateholder hereunder.

                  Upon receipt by the Servicer of such written notice of
termination, all authority and power of the Servicer under this Agreement,
whether with respect to the related Mortgage Loans or otherwise, shall pass to
and be vested in the Trustee or its nominee. Upon written request from the
Trustee, the Servicer shall prepare, execute and deliver to the successor entity
designated by the Trustee any and all documents and other instruments, place in
such successor's possession all related Mortgage Files, and do or cause to be
done all other acts or things necessary or appropriate to effect the purposes of
such notice of termination, including but not limited to the transfer and
endorsement or assignment of the related Mortgage Loans and related documents,
at the Servicer's sole expense. The Servicer shall cooperate with the Trustee
and such successor in effecting the termination of the Servicer's
responsibilities and rights hereunder, including without limitation, the
transfer to such successor for administration by it of all cash amounts which
shall at the time be credited by the Servicer to the Collection Account or
Escrow Account or thereafter received with respect to the related Mortgage
Loans. The Trustee shall thereupon make any Advance. The Trustee is hereby
authorized and empowered to execute and deliver, on behalf of the Servicer, as
attorney-in-fact or otherwise, any and all documents and other instruments, and
to do or accomplish all other acts or things necessary or appropriate to effect
the purposes of such notice of termination, whether to complete the transfer and
endorsement or assignment of the related Mortgage Loans and related documents,
or otherwise.

         SECTION 7.02. Trustee to Act; Appointment of Successor.

                  On and after the time the Servicer receives a notice of
termination pursuant to Section 7.01 of this Agreement or the resignation of the
Servicer pursuant to Section 6.04, the Trustee shall, subject to and to the
extent provided herein and subject to the written approval of the Pool Insurer,
be the successor to the Servicer, but only in its capacity as servicer under
this Agreement, and not in any other, and the transactions set forth herein and
shall be subject to all the responsibilities, duties and liabilities relating
thereto placed on the Servicer by the terms and provisions hereof and applicable
law including the obligation to make Advances pursuant to Section 4.01. As
compensation therefor, the Trustee shall be entitled to all funds relating to
the related Mortgage Loans that the Servicer would have been entitled to charge
to the Collection Account, provided that the terminated Servicer shall
nonetheless be entitled to payment or reimbursement as provided in Section 3.08
to the extent that such payment or reimbursement relates to the period prior to
termination of the Servicer. Notwithstanding the foregoing, if the Trustee has
become the successor to the Servicer in accordance with Section 7.01, the
Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited
by applicable law from making Advances pursuant to 4.01 hereof, or if it is
otherwise unable to so act, appoint, or petition a court of competent
jurisdiction to appoint, any established mortgage loan servicing institution the
appointment of which does not adversely affect the then current rating of the
Certificates by each Rating Agency (such acknowledgment to be determined without
regard to the Certificate Insurance Policy), as the successor to the Servicer
hereunder in the assumption of all or any part of the responsibilities, duties
or liabilities of the Servicer hereunder. Any successor to the Servicer shall be
an institution which is a FNMA or FHLMC approved seller/servicer for first and
second loans in good standing, which has a net worth of at least $15,000,000,
which is willing to service the related Mortgage Loans,




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which is approved in writing by the Pool Insurer and which executes and delivers
to the Depositor and the Trustee an agreement accepting such delegation and
assignment, containing an assumption by such Person of the rights, powers,
duties, responsibilities, obligations and liabilities of the Servicer (other
than liabilities of the Servicer under Section 6.03 hereof incurred prior to
termination of the Servicer under Section 7.01 hereunder), with like effect as
if originally named as a party to this Agreement; PROVIDED that each Rating
Agency acknowledges that its rating of the Certificates in effect immediately
prior to such assignment and delegation will not be qualified, withdrawn or
downgraded as a result of such assignment and delegation (without regard to the
Certificate Insurance Policy). Pending appointment of a successor to the
Servicer hereunder, the Trustee, unless the Trustee is prohibited by law from so
acting, shall, subject to the limitations described herein, act in such capacity
as hereinabove provided. In connection with such appointment and assumption, the
Trustee may make such arrangements for the compensation of such successor out of
payments on the related Mortgage Loans as it and such successor shall agree;
PROVIDED, HOWEVER, that no such compensation shall be in excess of the Servicing
Fee. The Trustee and such successor shall take such action, consistent with this
Agreement, as shall be necessary to effectuate any such succession. Neither the
Trustee nor any other successor servicer shall be deemed to be in default by
reason of any failure to make, or any delay in making, any distribution
hereunder or any portion thereof or any failure to perform, or any delay in
performing, any duties or responsibilities hereunder, in either case caused by
the failure of the Servicer to deliver or provide, or any delay in delivering or
providing, any cash, information, documents or records to it.

                  In connection with the termination or resignation of any
Servicer hereunder, either (i) the successor Servicer, including the Trustee if
the Trustee is acting as successor Servicer, shall represent and warrant that it
is a member of MERS in good standing and shall agree to comply in all material
respects with the rules and procedures of MERS in connection with the servicing
of the Mortgage Loans that are registered with MERS, in which case the
predecessor Servicer shall cooperate with the successor Servicer in causing MERS
to revise its records to reflect the transfer of servicing to the successor
Servicer as necessary under MERS' rules and regulations, or (ii) the predecessor
Servicer shall cooperate with the successor Servicer in causing MERS to execute
and deliver an assignment of Mortgage in recordable form to transfer the
Mortgage from MERS to the Trustee and to execute and deliver such other notices,
documents and other instruments as may be necessary or desirable to effect a
transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS(R)
System to the successor Servicer. The predecessor Servicer shall file or cause
to be filed any such assignment in the appropriate recording office. The
predecessor Servicer shall bear any and all fees of MERS, costs of preparing any
assignments of Mortgage, and fees and costs of filing any assignments of
Mortgage that may be required under this subsection.

                  Any successor to the Servicer shall give notice to the
Mortgagors of such change of servicer and shall, during the term of its service
as servicer, maintain in force the policy or policies that the Servicer is
required to maintain pursuant to this Agreement.

         SECTION 7.03. Notification to Certificateholders.

                  (a) Upon any termination of or appointment of a successor to
the Servicer, the Trustee shall give prompt written notice thereof to
Certificateholders, Certificate Insurer and to each Rating Agency.




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                  (b) Within 60 days after the occurrence of any Event of
Default, the Trustee shall transmit by mail to all Certificateholders notice of
each such Event of Default hereunder actually known to the Trustee, unless such
Event of Default shall have been cured or waived.

         SECTION 7.04. Termination by the Certificate Insurer.

                  (a) In addition to the other termination provisions herein,
the Certificate Insurer has the right to terminate all of the Servicer's rights
as servicer hereunder, upon not less than 30 days prior written notice to the
Servicer with a copy to the Trustee, the Pool Insurer and each Rating Agency, if
the Certificate Insurer reasonably determines, after consultation with the
Servicer, that the litigation described in Schedule I to the Insurance Agreement
or any other similar litigation to which the Servicer is a party, including any
final judgement or settlement resulting from such litigation, may, in the good
faith judgment of the Certificate Insurer, reasonably be expected to result in a
material adverse effect on the Servicer's ability to perform its obligations as
servicer under this Agreement. Any such termination will be subject to all
applicable requirements under this Agreement, except as modified in this Section
7.04. Any such termination shall not affect the Servicer's entitlement to
payment or reimbursement as provided in Section 3.08, including for servicing
compensation, to the extent that such payment or reimbursement arises relates to
the period prior to the termination if the Servicer.

                  (b) Notwithstanding the foregoing, no termination under this
Section 7.04 shall be effective until the completion of the purchase of the
rights to service the Mortgage Loans under this Agreement from the Servicer by a
successor servicer, as provided in subsections (d) and (e) below. Following the
date of giving of notice by the Certificate Insurer under subsection (a) above,
the Servicer shall have a period of up to 90 days during which to arrange for
the purchase of the servicing rights by a successor servicer. If the servicing
rights are not purchased during that period, then the Certificate Insurer shall
have an additional period of up to 90 days in which to arrange for the purchase
of the servicing rights from the Servicer by a successor servicer. If the
servicing rights are still not purchased at the end of the second 90 day period,
then the Certificate Insurer's notice of termination under subsection (a) will
be of no further effect.

                  (c) Any successor servicer under this Section 7.04 must be an
institution which is a FNMA or FHLMC approved seller/servicer for first and
second mortgage loans in good standing, which has a net worth of at least
$15,000,000, and which is approved in writing by the Pool Insurer and the
Certificate Insurer. Furthermore, as a condition to the designation of any
successor servicer, each Rating Agency must acknowledge that its rating of the
Certificates in effect immediately prior to such assignment and delegation will
not be qualified, withdrawn or downgraded as a result of such designation
(without regard to the Certificate Insurance Policy). Any successor servicer
shall comply with the second and third paragraphs of Section 7.02. The Trustee
may bid for and become the successor servicer in connection with a termination
under this Section 7.04, but only upon payment of consideration for the purchase
of the rights to service the Mortgage Loans under this Agreement as contemplated
in this Section 7.04. Pending designation of a successor servicer under this
Section 7.04, the Servicer shall continue to act as servicer hereunder, provided
that no termination under Section 7.01 occurs. The Servicer shall cooperate with
the Trustee and the successor servicer in all actions necessary to effectuate
the transfer of servicing responsibilities.




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                  (d) In connection with any solicitation or sale of the rights
to service the Mortgage Loans under this Agreement by the Servicer to a
successor servicer, the following procedures shall apply. The Servicer shall
prepare appropriate "request for proposal" materials and shall provide copies
thereof to the Certificate Insurer and the Trustee. The Servicer shall solicit
good faith bids for the rights to service the Mortgage Loans under this
Agreement from at least 3 entities that meet the eligibility criteria of Section
7.02 and are reasonably acceptable to the Trustee, the Pool Insurer and the
Certificate Insurer; or, if 3 such entities cannot be located, then from as many
entities meeting the above requirements as can be located by the Servicer. The
bid proposal shall require the successful bidder, as a condition of such bid, to
execute an agreement containing an assumption by such entity of the rights,
powers, duties, responsibilities, obligations and liabilities of the Servicer
(other than liabilities of the Servicer under Section 6.03 hereof incurred prior
to termination of the Servicer under Section 7.04 hereunder), with like effect
as if originally named as a party to this Agreement, and agreeing to accept as
compensation the servicing compensation provided in Section 3.14 herein. The
Servicer shall be responsible for all out-of-pocket expenses incurred in
connection with the attempt to sell the rights to service the Mortgage Loans, as
well as any out-of-pocket costs incurred in connection with the transfer to a
successor servicer under this Section 7.04, including any such costs that are
incurred by the Servicer, the Trustee, the Certificate Insurer or any Custodian.
Subject to the foregoing and to any other outstanding obligations of the
Servicer under this Agreement, the Servicer shall be entitled to receive the net
cash proceeds of the sale of the servicing rights to the successor servicer.

                  (e) Any solicitation or sale of the rights to service the
Mortgage Loans under this Agreement to a successor servicer arranged by the
Certificate Insurer shall be conducted under procedures similar to subsection
(d) above, using "request for proposal" materials prepared by the Servicer. The
bids shall be solicited by the Certificate Insurer, and the Servicer will be
responsible for all out-of-pocket costs of the Certificate Insurer in arranging
or attempting to arrange any such sale.

                  (f) The Certificate Insurer shall be a third party beneficiary
of the provisions of this Section 7.04.




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                                  ARTICLE VIII

                             CONCERNING THE TRUSTEE

         SECTION 8.01. Duties of the Trustee.

                  The Trustee, prior to the occurrence of an Event of Default
and after the curing of all Events of Default that may have occurred, shall
undertake to perform such duties and only such duties as are specifically set
forth in this Agreement. In case an Event of Default has occurred and remains
uncured, the Trustee shall exercise such of the rights and powers vested in it
by this Agreement, and use the same degree of care and skill in their exercise
as a prudent person would exercise or use under the circumstances in the conduct
of such person's own affairs.

                  The Trustee, upon receipt of all resolutions, certificates,
statements, opinions, reports, documents, orders or other instruments furnished
to the Trustee that are specifically required to be furnished pursuant to any
provision of this Agreement shall examine them to determine whether they are in
the form required by this Agreement; PROVIDED, HOWEVER, that the Trustee shall
not be responsible for the accuracy or content of any such resolution,
certificate, statement, opinion, report, document, order or other instrument.

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

                  (i) unless an Event of Default actually known to the Trustee
         shall have occurred and be continuing, the duties and obligations of
         the Trustee shall be determined solely by the express provisions of
         this Agreement, the Trustee shall not be liable except for the
         performance of such duties and obligations as are specifically set
         forth in this Agreement, no implied covenants or obligations shall be
         read into this Agreement against the Trustee and the Trustee may
         conclusively rely, as to the truth of the statements and the
         correctness of the opinions expressed therein, upon any certificates or
         opinions furnished to the Trustee and conforming to the requirements of
         this Agreement which it believed in good faith to be genuine and to
         have been duly executed by the proper authorities respecting any
         matters arising hereunder;

                  (ii) the Trustee shall not be liable for an error of judgment
         made in good faith by a Responsible Officer or Responsible Officers of
         the Trustee, unless it shall be finally proven that the Trustee was
         negligent in ascertaining the pertinent facts; and

                  (iii) the Trustee shall not be liable with respect to any
         action taken, suffered or omitted to be taken by it in good faith in
         accordance with the direction of Holders of Certificates evidencing not
         less than 25% of the Voting Rights of Certificates relating to the
         time, method and place of conducting any proceeding for any remedy
         available to the Trustee, or exercising any trust or power conferred
         upon the Trustee under this Agreement.




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         SECTION 8.02. Certain Matters Affecting the Trustee.

                  Except as otherwise provided in Section 8.01:

                  (i) the Trustee may request and conclusively rely upon and
         shall be protected in acting or refraining from acting upon any
         resolution, Officers' Certificate, certificate of auditors or any other
         certificate, statement, instrument, opinion, report, notice, request,
         consent, order, appraisal, bond or other paper or document believed by
         it to be genuine and to have been signed or presented by the proper
         party or parties and the Trustee shall have no responsibility to
         ascertain or confirm the genuineness of any signature of any such party
         or parties;

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

                  (iii) the Trustee shall not be liable for any action taken,
         suffered or omitted by it in good faith and believed by it to be
         authorized or within the discretion or rights or powers conferred upon
         it by this Agreement;

                  (iv) the Trustee shall not be bound to make any investigation
         into the facts or matters stated in any resolution, certificate,
         statement, instrument, opinion, report, notice, request, consent,
         order, approval, bond or other paper or document, unless requested in
         writing so to do by Holders of Certificates evidencing not less than
         25% of the Voting Rights allocated to each Class of Certificates;

                  (v) the Trustee may execute any of the trusts or powers
         hereunder or perform any duties hereunder either directly or by or
         through agents, affiliates, accountants or attorneys;

                  (vi) the Trustee shall not be required to risk or expend its
         own funds or otherwise incur any financial liability in the performance
         of any of its duties or in the exercise of any of its rights or powers
         hereunder if it shall have reasonable grounds for believing that
         repayment of such funds or adequate indemnity against such risk or
         liability is not assured to it;

                  (vii) the Trustee shall not be liable for any loss on any
         investment of funds pursuant to this Agreement (other than as issuer of
         the investment security);

                  (viii) the Trustee shall not be deemed to have knowledge of an
         Event of Default until a Responsible Officer of the Trustee shall have
         received written notice thereof; and

                  (ix) the Trustee shall be under no obligation to exercise any
         of the trusts, rights or powers vested in it by this Agreement or to
         institute, conduct or defend any litigation hereunder or in relation
         hereto at the request, order or direction of any of the




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         Certificateholders, pursuant to the provisions of this Agreement,
         unless such Certificateholders shall have offered to the Trustee
         reasonable security or indemnity satisfactory to the Trustee against
         the costs, expenses and liabilities which may be incurred therein or
         thereby.

         SECTION 8.03. Trustee Not Liable for Certificates or Mortgage Loans.

                  The recitals contained herein and in the Certificates shall be
taken as the statements of the Depositor or the Seller, as the case may be, and
the Trustee assumes no responsibility for their correctness. The Trustee makes
no representations as to the validity or sufficiency of this Agreement or of the
Certificates or of any Mortgage Loan or related document, or of MERS or the
MERS(R) System, other than with respect to the Trustee's execution and
countersignature of the Certificates. The Trustee shall not be accountable for
the use or application by the Depositor or the Servicer of any funds paid to the
Depositor or the Servicer in respect of the Mortgage Loans or deposited in or
withdrawn from the Collection Account by the Depositor or the Servicer.

         SECTION 8.04. Trustee May Own Certificates.

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

         SECTION 8.05. Trustee's Fees and Expenses.

                  The Trustee, as compensation for its activities hereunder,
shall be entitled to withdraw from the Certificate Account on each Distribution
Date prior to making distributions pursuant to Section 4.02 an amount equal to
the Trustee Fee for such Distribution Date. The Trustee and any director,
officer, employee or agent of the Trustee shall be indemnified by the Depositor
and the Servicer and held harmless against any loss, liability or expense
(including reasonable attorney's fees and expenses) (i) incurred in connection
with any claim or legal action relating to (a) this Agreement, (b) the Custodial
Agreement, (c) the Certificates, or (d) the performance of any of the Trustee's
duties hereunder, other than any loss, liability or expense incurred by reason
of willful misfeasance, bad faith or negligence in the performance of any of the
Trustee's duties hereunder or incurred by reason of any action of the Trustee
taken at the direction of the Certificateholders and (ii) resulting from any
error in any tax or information return prepared by the Servicer. Such indemnity
shall survive the termination of this Agreement or the resignation or removal of
the Trustee hereunder. Without limiting the foregoing, the Depositor covenants
and agrees, except as otherwise agreed upon in writing by the Depositor and the
Trustee, and except for any such expense, disbursement or advance as may arise
from the Trustee's negligence, bad faith or willful misconduct, to pay or
reimburse the Trustee, for all reasonable expenses, disbursements and advances
incurred or made by the Trustee in accordance with any of the provisions of this
Agreement with respect to: (A) the reasonable compensation and the expenses and
disbursements of its counsel not associated with the closing of the issuance of
the Certificates, (B) the reasonable compensation, expenses and disbursements of
any accountant, engineer or appraiser that is not regularly employed by the
Trustee, to the extent that the Trustee must engage such persons to perform acts
or services hereunder and (C) printing and engraving expenses in connection with
preparing any Definitive Certificates.




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Except as otherwise provided herein, the Trustee shall not be entitled to
payment or reimbursement for any routine ongoing expenses incurred by the
Trustee in the ordinary course of its duties as Trustee, Registrar, Tax Matters
Person or Paying Agent hereunder or for any other expenses.

         SECTION 8.06. Eligibility Requirements for the Trustee.

                  The Trustee hereunder shall at all times be a corporation or
association organized and doing business under the laws of a state or the United
States of America, authorized under such laws to exercise corporate trust
powers, having a combined capital and surplus of at least $50,000,000, subject
to supervision or examination by federal or state authority and with a credit
rating which would not cause either of the Rating Agencies to reduce their
respective then current Ratings of the Certificates (or having provided such
security from time to time as is sufficient to avoid such reduction) as
evidenced in writing by each Rating Agency. If such corporation or association
publishes reports of condition at least annually, pursuant to law or to the
requirements of the aforesaid supervising or examining authority, then for the
purposes of this Section 8.06 the combined capital and surplus of such
corporation or association shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published. In
case at any time the Trustee shall cease to be eligible in accordance with the
provisions of this Section 8.06, the Trustee shall resign immediately in the
manner and with the effect specified in Section 8.07. The entity serving as
Trustee may have normal banking and trust relationships with the Depositor and
its affiliates or the Servicer and its affiliates; PROVIDED, HOWEVER, that such
entity cannot be an affiliate of the Seller, the Depositor or the Servicer other
than the Trustee in its role as successor to the Servicer.

         SECTION 8.07. Resignation and Removal of the Trustee.

                  The Trustee may at any time resign and be discharged from the
trusts hereby created by giving written notice of resignation to the Depositor,
the Seller, the Certificate Insurer, the Servicer and each Rating Agency not
less than 60 days before the date specified in such notice, when, subject to
Section 8.08, such resignation is to take effect, and acceptance by a successor
trustee in accordance with Section 8.08 meeting the qualifications set forth in
Section 8.06. If no successor trustee meeting such qualifications shall have
been so appointed and have accepted appointment within 30 days after the giving
of such notice of resignation or removal (as provided below), the resigning or
removed Trustee may petition any court of competent jurisdiction for the
appointment of a successor trustee.

                  If at any time the Trustee shall cease to be eligible in
accordance with the provisions of Section 8.06 and shall fail to resign after
written request thereto by the Depositor, or if at any time the Trustee shall
become incapable of acting, or shall be adjudged as bankrupt or insolvent, or a
receiver of the Trustee or of its property shall be appointed, or any public
officer shall take charge or control of the Trustee or of its property or
affairs for the purpose of rehabilitation, conservation or liquidation, or a tax
is imposed with respect to the Trust Fund by any state in which the Trustee or
the Trust Fund is located and the imposition of such tax would be avoided by the
appointment of a different trustee, then the Depositor may remove the Trustee
and appoint a successor trustee by written instrument, in triplicate, one copy
of which shall be delivered to the Trustee, one copy to the Servicer and the
Seller and one copy to the successor trustee.




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                  The Holders of Certificates entitled to at least 51% of the
Voting Rights may at any time remove the Trustee and appoint a successor trustee
by written instrument or instruments, in triplicate, signed by such Holders or
their attorneys-in-fact duly authorized, one complete set of which shall be
delivered by the successor Trustee to the Servicer and the Seller, one complete
set to the Trustee so removed and one complete set to the successor so
appointed. Notice of any removal of the Trustee shall be given to each Rating
Agency and the Certificate Insurer by the successor trustee. All costs and
expenses incurred by the Trustee in connection with the removal of the Trustee
without cause shall be reimbursed to the Trustee from amounts on deposit in the
Collection Account.

                  Any resignation or removal of the Trustee and appointment of a
successor trustee pursuant to any of the provisions of this Section 8.07 shall
become effective upon acceptance of appointment by the successor trustee as
provided in Section 8.08.

         SECTION 8.08. Successor Trustee.

                  Any successor trustee appointed as provided in Section 8.07
shall execute, acknowledge and deliver to the Depositor and to its predecessor
trustee and the Servicer and the Seller an instrument accepting such appointment
hereunder and thereupon the resignation or removal of the predecessor trustee
shall become effective and such successor trustee, without any further act, deed
or conveyance, shall become fully vested with all the rights, powers, duties and
obligations of its predecessor hereunder, with the like effect as if originally
named as trustee herein. The Depositor, the Servicer and the predecessor trustee
shall execute and deliver such instruments and do such other things as may
reasonably be required for more fully and certainly vesting and confirming in
the successor trustee all such rights, powers, duties, and obligations.

                  No successor trustee shall accept appointment as provided in
this Section 8.08 unless at the time of such acceptance such successor trustee
shall be eligible under the provisions of Section 8.06 and its appointment shall
not adversely affect the then current rating of the Certificates.

                  Upon acceptance of appointment by a successor trustee as
provided in this Section 8.08, the Depositor shall mail notice of the succession
of such trustee hereunder to all Holders of Certificates. If the Depositor fails
to mail such notice within 10 days after acceptance of appointment by the
successor trustee, the successor trustee shall cause such notice to be mailed at
the expense of the Depositor.

         SECTION 8.09. Merger or Consolidation of the Trustee.

                  Any corporation into which the Trustee may be merged or
converted or with which it may be consolidated or any corporation resulting from
any merger, conversion or consolidation to which the Trustee shall be a party,
or any corporation succeeding to the business of the Trustee, shall be the
successor of the Trustee hereunder, provided that such corporation shall be
eligible under the provisions of Section 8.06 without the execution or filing of
any paper or further act on the part of any of the parties hereto, anything
herein to the contrary notwithstanding.

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




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<PAGE>

                  Notwithstanding any other provisions of this Agreement, at any
time, for the purpose of meeting any legal requirements of any jurisdiction in
which any part of the Trust Fund or property securing any Mortgage Note may at
the time be located, the Servicer and the Trustee acting jointly shall have the
power and shall execute and deliver all instruments to appoint one or more
Persons approved by the Trustee to act as co-trustee or co-trustees jointly with
the Trustee, or separate trustee or separate trustees, of all or any part of the
Trust Fund, and to vest in such Person or Persons, in such capacity and for the
benefit of the Certificateholders, such title to the Trust Fund or any part
thereof, whichever is applicable, and, subject to the other provisions of this
Section 8.10, such powers, duties, obligations, rights and trusts as the
Servicer and the Trustee may consider necessary or desirable. If the Servicer
shall not have joined in such appointment within 15 days after the receipt by it
of a request to do so, or in the case an Event of Default shall have occurred
and be continuing, the Trustee alone shall have the power to make such
appointment. No co-trustee or separate trustee hereunder shall be required to
meet the terms of eligibility as a successor trustee under Section 8.06 and no
notice to Certificateholders of the appointment of any co-trustee or separate
trustee shall be required under Section 8.08.

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

                  (i) To the extent necessary to effectuate the purposes of this
         Section 8.10, all rights, powers, duties and obligations conferred or
         imposed upon the Trustee shall be conferred or imposed upon and
         exercised or performed by the Trustee and such separate trustee or
         co-trustee jointly (it being understood that such separate trustee or
         co-trustee is not authorized to act separately without the Trustee
         joining in such act), except to the extent that under any law of any
         jurisdiction in which any particular act or acts are to be performed
         (whether as Trustee hereunder or as successor to the Servicer
         hereunder), the Trustee shall be incompetent or unqualified to perform
         such act or acts, in which event such rights, powers, duties and
         obligations (including the holding of title to the applicable Trust
         Fund or any portion thereof in any such jurisdiction) shall be
         exercised and performed singly by such separate trustee or co-trustee,
         but solely at the direction of the Trustee;

                  (ii) No trustee hereunder shall be held personally liable by
         reason of any act or omission of any other trustee hereunder and such
         appointment shall not, and shall not be deemed to, constitute any such
         separate trustee or co-trustee as agent of the Trustee;

                  (iii) The Trustee may at any time accept the resignation of or
         remove any separate trustee or co-trustee; and

                  (iv) The Depositor, and not the Trustee, shall be liable for
         the payment of reasonable compensation, reimbursement and
         indemnification to any such separate trustee or co-trustee.

                  Any notice, request or other writing given to the Trustee
shall be deemed to have been given to each of the separate trustees and
co-trustees, when and as effectively as if given to each of them. Every
instrument appointing any separate trustee or co-trustee shall refer to this
Agreement and the conditions of this Article VIII. Each separate trustee and
co-trustee, upon its acceptance of




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the trusts conferred, shall be vested with the estates or property specified in
its instrument of appointment, either jointly with the Trustee or separately, as
may be provided therein, subject to all the provisions of this Agreement,
specifically including every provision of this Agreement relating to the conduct
of, affecting the liability of, or affording protection to, the Trustee. Every
such instrument shall be filed with the Trustee and a copy thereof given to the
Servicer and the Depositor.

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

         SECTION 8.11. Tax Matters.

                  It is intended that the assets with respect to which the REMIC
elections are to be made, as set forth in the Preliminary Statement, shall
constitute, and that the conduct of matters relating to each such segregated
pool of assets shall be such as to qualify such assets as, a "real estate
mortgage investment conduit" as defined in and in accordance with the Trust Fund
Provisions. In furtherance of such intention, the Trustee covenants and agrees
that it shall act as agent (and the Trustee is hereby appointed to act as agent)
on behalf of the Trust Fund and that in such capacity it shall: (a) prepare and
file, or cause to be prepared and filed, in a timely manner, a U.S. Real Estate
Mortgage Investment Conduit Income Tax Return (Form 1066 or any successor form
adopted by the Internal Revenue Service) and prepare and file or cause to be
prepared and filed with the Internal Revenue Service and applicable state or
local tax authorities income tax or information returns for each taxable year
with respect to each of REMIC 1, REMIC 2, and REMIC 3 containing such
information and at the times and in the manner as may be required by the Code or
state or local tax laws, regulations, or rules, and furnish or cause to be
furnished to Certificateholders the schedules, statements or information at such
times and in such manner as may be required thereby; (b) within thirty days of
the Closing Date, furnish or cause to be furnished to the Internal Revenue
Service, on Forms 8811 or as otherwise may be required by the Code, the name,
title, address, and telephone number of the person that the holders of the
Certificates may contact for tax information relating thereto, together with
such additional information as may be required by such form, and update such
information at the time or times in the manner required by the Code; (c) make or
cause to be made elections that the assets of each of REMIC 1, REMIC 2 and REMIC
3 be treated as a REMIC on the federal tax return for its first taxable year
(and, if necessary, under applicable state law); (d) prepare and forward, or
cause to be prepared and forwarded, to the Certificateholders and to the
Internal Revenue Service and, if necessary, state tax authorities, all
information returns and reports as and when required to be provided to them in
accordance with the REMIC Provisions, including without limitation, the
calculation of any original issue discount using the Prepayment Assumption; (e)
provide information necessary for the computation of tax imposed on the transfer
of a Residual Certificate to a Person that is not a Permitted Transferee, or an
agent (including a broker, nominee or other middleman) of a Non-Permitted
Transferee, or a pass-through entity in which a Non- Permitted Transferee is the
record holder of an interest (the reasonable cost of computing and furnishing
such information may be charged to the Person liable for such tax); (f) to the
extent that they are under its control, conduct matters relating to such assets
at all times that any Certificates are




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outstanding so as to maintain the status of REMIC 1, REMIC 2 and REMIC 3 as a
REMIC under the REMIC Provisions; (g) not knowingly or intentionally take any
action or omit to take any action that would cause the termination of the REMIC
status of REMIC 1, REMIC 2 or REMIC 3; (h) pay, from the sources specified in
the last paragraph of this Section 8.11, the amount of any federal or state tax,
including prohibited transaction taxes as described below, imposed on the Trust
Fund prior to its termination when and as the same shall be due and payable (but
such obligation shall not prevent the Trustee or any other appropriate Person
from contesting any such tax in appropriate proceedings and shall not prevent
the Trustee from withholding payment of such tax, if permitted by law, pending
the outcome of such proceedings); (i) ensure that federal, state or local income
tax or information returns shall be signed by the Trustee or such other person
as may be required to sign such returns by the Code or state or local laws,
regulations or rules; (j) maintain records relating to the Trust Fund, including
but not limited to the income, expenses, assets and liabilities thereof and the
fair market value and adjusted basis of the assets determined at such intervals
as may be required by the Code, as may be necessary to prepare the foregoing
returns, schedules, statements or information; and (k) as and when necessary and
appropriate, represent the Trust Fund in any administrative or judicial
proceedings relating to an examination or audit by any governmental taxing
authority, request an administrative adjustment as to any taxable year of the
Trust Fund, enter into settlement agreements with any governmental taxing
agency, extend any statute of limitations relating to any tax item of the Trust
Fund, and otherwise act on behalf of the Trust Fund in relation to any tax
matter or controversy involving it.

                  To the extent that they are under its control, the Servicer
shall conduct matters relating to the assets of each REMIC at all times that any
Certificates are outstanding so as to maintain the status of REMIC 1, REMIC 2
and REMIC 3 as a REMIC under the REMIC Provisions. The Servicer shall not
knowingly or intentionally take any action that would cause the termination of
the REMIC status of REMIC 1, REMIC 2 or REMIC 3.

                  In order to enable the Trustee to perform its duties as set
forth herein, the Depositor shall provide, or cause to be provided, to the
Trustee within ten (10) days after the Closing Date all information or data that
the Trustee requests in writing and determines to be relevant for tax purposes
to the valuations and offering prices of the Certificates, including, without
limitation, the price, yield, prepayment assumption and projected cash flows of
the Certificates and the Mortgage Loans. Thereafter, the Depositor shall provide
to the Trustee promptly upon written request therefor any such additional
information or data that the Trustee may, from time to time, reasonably request
in order to enable the Trustee to perform its duties as set forth herein. The
Depositor hereby indemnifies the Trustee for any losses, liabilities, damages,
claims or expenses of the Trustee arising from any errors or miscalculations of
the Trustee that result from any failure of the Depositor to provide, or to
cause to be provided, accurate information or data to the Trustee on a timely
basis.

                  In the event that any tax is imposed on "prohibited
transactions" of the Trust Fund as defined in Section 860F(a)(2) of the Code, on
the "net income from foreclosure property" of the Trust Fund as defined in
Section 860G(c) of the Code, on any contribution to the Trust Fund after the
Startup Day pursuant to Section 860G(d) of the Code, or any other tax is
imposed, if not paid as otherwise provided for herein, such tax shall be paid by
(i) the Trustee, if any such other tax arises out of or results from a breach by
the Trustee of any of its obligations under this Agreement, (ii) the Servicer or
the Seller, in the case of any such minimum tax, if such tax arises out of or
results from




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<PAGE>

a breach by the Servicer or the Seller of any of their obligations under this
Agreement or (iii) the Seller, if any such tax arises out of or results from the
Seller's obligation to repurchase a related Mortgage Loan pursuant to Section
2.02 or 2.03 or (iv) in all other cases, or in the event that the Trustee, the
Servicer or Seller fails to honor its obligations under the preceding clauses
(i), (ii) or (iii), any such tax will be paid with amounts otherwise to be
distributed to the Certificateholders, as provided in Section 4.02.

                  The Trustee shall treat the Basis Risk Reserve Fund as an
outside reserve fund within the meaning of Treasury Regulation 1.860G-2(h) that
is owned by the Class II-X Certificateholder and that is not an asset of the
REMICs. The Trustee shall treat the rights of the Class II-A-1, Class II-M-1,
Class II-M-2, and Class II-B Certificateholders to receive payments from the
Basis Risk Reserve Fund as rights in an interest rate cap contract written by
the Class II-X Certificateholder in favor of the Class II-A-1, Class II-M-1,
Class II-M-2, and Class II-B Certificateholders. Thus, each Certificate other
than the Class II-X Certificates shall be treated as representing ownership of
not only REMIC Regular Interests, but also ownership of an interest in an
interest rate cap contract. For purposes of determining the issue price of the
REMIC Regular interests, the Trustee shall assume that the interest rate cap
contract has a value of $5,000.

                  Neither the Servicer nor the Trustee shall enter into any
arrangement by which any of REMIC 1, REMIC 2 or REMIC 3 will receive a fee or
other compensation for services nor permit any of REMIC 1, REMIC 2 or REMIC 3 to
receive any income from assets other than "qualified mortgages" as defined in
Section 860G(a)(3) of the Code or "permitted investments" as defined in Section
860G(a)(5) of the Code.

         SECTION 8.12. Periodic Filings.

                  The Trustee shall, on behalf of the Trust Fund, cause to be
filed with the Securities and Exchange Commission any periodic reports required
to be filed under the provisions of the Securities Exchange Act of 1934, as
amended, and the rules and regulations of the Securities and Exchange Commission
thereunder. In connection with the preparation and filing of such periodic
reports, the Depositor and the Servicer shall timely provide to the Trustee all
material information available to them which is required to be included in such
reports. The Trustee shall have no liability with respect to any failure to
properly prepare or file such periodic reports resulting from or relating to the
Trustee's inability or failure to obtain any information not resulting from its
own negligence or willful misconduct.




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<PAGE>

                                   ARTICLE IX

                                   TERMINATION

         SECTION 9.01. Termination upon Liquidation or Purchase of the Mortgage
Loans.

                  Subject to Section 9.03, the rights, obligations and
responsibilities of the Depositor, the Seller, the Servicer and the Trustee
created hereunder with respect to the Trust Fund shall terminate upon the
earlier of (a) the purchase by the Servicer of all Mortgage Loans (and REO
Properties) remaining at the price equal to the sum of (A) 100% of the Stated
Principal Balance of each Mortgage Loan (other than in respect of REO Property)
plus one month's accrued interest thereon at the applicable Mortgage Rate and
(B) the lesser of (x) the appraised value of any REO Property as determined by
the higher of two appraisals completed by two independent appraisers selected by
the Depositor at the expense of the Depositor and (y) the Stated Principal
Balance of each Mortgage Loan related to any REO Property, in each case plus
accrued and unpaid interest thereon at the applicable Mortgage Rate and (b) the
later of (i) the maturity or other liquidation (or any Advance with respect
thereto) of the last Mortgage Loan remaining in the Trust Fund and the
disposition of all REO Property and (ii) the distribution to Certificateholders
and the Certificate Insurer of all amounts required to be distributed to them
pursuant to this Agreement. In no event shall the trusts created hereby continue
beyond the expiration of 21 years from the death of the survivor of the
descendants of Joseph P. Kennedy, the late Ambassador of the United States to
the Court of St. James's, living on the date hereof. The right to repurchase all
Mortgage Loans and REO Properties pursuant to clause (a) above shall be
conditioned upon the aggregate Stated Principal Balance of the Mortgage Loans
and the appraised value of the REO Properties at the time of any such
repurchase, aggregating less than ten percent of the Aggregate Collateral
Balance of the Mortgage Loans as of the Cut-off Date and the payment to the
Certificate Insurer of all amounts due to it under this Agreement or the
Insurance Agreement.

         SECTION 9.02. Final Distribution on the Certificates.

                  If on any Determination Date, the Trustee determines that
there are no Outstanding Mortgage Loans and no other funds or assets in the
Trust Fund other than the funds in the Collection Accounts and Certificate
Account, the Trustee shall promptly send a final distribution notice to each
Certificateholder and the Certificate Insurer. If the Depositor elects to
terminate the Trust Fund pursuant to Section 9.01, at least 20 days prior to the
date notice is to be mailed to the affected Certificateholders the Depositor
shall notify the Servicer and the Certificate Insurer and the Trustee of the
date the Depositor intends to terminate the Trust Fund and of the applicable
repurchase price of the Mortgage Loans and REO Properties.

                  Notice of any termination of the Trust Fund, specifying the
Distribution Date on which Certificateholders shall surrender their Certificates
for payment of the final distribution and cancellation, shall be given promptly
by the Trustee by letter to Certificateholders mailed not earlier than the 10th
day and not later than the 15th day of the month next preceding the month of
such final distribution. Any such notice shall specify (a) the Distribution Date
upon which final distribution on the Certificates will be made upon presentation
and surrender of Certificates at the office therein designated, (b) the amount
of such final distribution, (c) the location of the office or agency at which




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such presentation and surrender must be made, and (d) that the Record Date
otherwise applicable to such Distribution Date is not applicable, distributions
being made only upon presentation and surrender of the Certificates at the
office therein specified. The Trustee shall give such notice to each Rating
Agency at the time such notice is given to Certificateholders.

                  Upon presentation and surrender of the Certificates, the
Trustee shall cause to be distributed to the Certificateholders of each Class,
in each case on the final Distribution Date and in the order set forth in
Section 4.02, in the case of the Certificateholders, in proportion to their
respective Percentage Interests, with respect to Certificateholders of the same
Class, an amount equal to (i) as to each Class of Regular Certificates, the
Certificate Balance thereof plus accrued interest thereon (or on their Notional
Amount, if applicable) in the case of an interest-bearing Certificate, and (ii)
as to the Residual Certificates, the amount, if any, which remains on deposit in
the Collection Accounts (other than the amounts retained to meet claims) after
application pursuant to clause (i) above.

                  In the event that any affected Certificateholders shall not
surrender Certificates for cancellation within six months after the date
specified in the above mentioned written notice, the Trustee shall give a second
written notice to the remaining Certificateholders to surrender their
Certificates for cancellation and receive the final distribution with respect
thereto. If within six months after the second notice all the applicable
Certificates shall not have been surrendered for cancellation, the Trustee may
take appropriate steps, or may appoint an agent to take appropriate steps, to
contact the remaining Certificateholders concerning surrender of their
Certificates, and the cost thereof shall be paid out of the funds and other
assets which remain a part of the Trust Fund. If within one year after the
second notice all Certificates shall not have been surrendered for cancellation,
the Class A-R Certificateholders shall be entitled to all unclaimed funds and
other assets of the Trust Fund concurrently on a pro rata basis.

         SECTION 9.03. Additional Termination Requirements.

                  (a) In the event that the Servicer exercises its purchase
option with respect to the Mortgage Loans as provided in Section 9.01, at such
time as the Mortgage Loans are so purchased, the Trust Fund shall be terminated
in accordance with the following additional requirements, unless the Trustee has
been supplied with an Opinion of Counsel, at the expense of the Depositor, to
the effect that the failure to comply with the requirements of this Section 9.03
will not (i) result in the imposition of taxes on "prohibited transactions" on
any REMIC as defined in Section 860F of the Code, or (ii) cause REMIC 1, REMIC 2
or REMIC 3 to fail to qualify as a REMIC at any time that any Certificates are
outstanding:

                           (1)      Within 90 days prior to the final
                                    Distribution Date set forth in the notice
                                    given by the Trustee under Section 9.02, the
                                    Depositor shall prepare and the Trustee, at
                                    the expense of the Depositor, shall adopt a
                                    plan of complete liquidation within the
                                    meaning of Section 860F(a)(4) of the Code
                                    which, as evidenced by an Opinion of Counsel
                                    (which opinion shall not be an expense of
                                    the Trustee, the




                                      143
<PAGE>

                                    Tax Matters Person or the Trust Fund), meets
                                    the requirements of a qualified liquidation;

                           (2)      Within 90 days after the time of adoption of
                                    such a plan of complete liquidation, the
                                    Trustee shall sell all of the assets of the
                                    Trust Fund to the Depositor for cash in
                                    accordance with Section 9.01; and

                                            On the date specified for final
                                    payment of the Certificates, the Trustee
                                    shall, after payment of any unreimbursed
                                    Advances, Servicing Advances, Servicing Fees
                                    or other fee compensation payable to the
                                    Servicer pursuant to this Agreement, make
                                    final distributions of principal and
                                    interest on the Certificates in accordance
                                    with Section 4.02 and distribute or credit,
                                    or cause to be distributed or credited, to
                                    the Holders of the Residual Certificates all
                                    cash on hand after such final payment (other
                                    than the cash retained to meet claims), and
                                    the Trust Fund (and any REMIC) shall
                                    terminate at that time.

                  (b) The Trustee as agent for REMIC 1, REMIC 2 and REMIC 3
hereby agrees to adopt and sign such a plan of complete liquidation upon the
written request of the Depositor, and the receipt of the Opinion of Counsel
referred to in Section 9.03(a)(1) and to take such other action in connection
therewith as may be reasonably requested by the Depositor.

                  (c) By their acceptance of the Certificates, the Holders
thereof hereby authorize the Depositor to prepare and the Trustee to adopt and
sign a plan of complete liquidation.

                                    ARTICLE X

                            MISCELLANEOUS PROVISIONS

         SECTION 10.01. Amendment.

                  This Agreement may be amended from time to time by the
Depositor, the Servicer, the Seller and the Trustee without the consent of any
of the Certificateholders (i) to cure any ambiguity or mistake, (ii) to correct
any defective provision herein or to supplement any provision herein which may
be inconsistent with any other provision herein, (iii) to add to the duties of
the Depositor, the Seller or the Servicer, (iv) to add any other provisions with
respect to matters or questions arising hereunder or (v) to modify, alter,
amend, add to or rescind any of the terms or provisions contained in this
Agreement; PROVIDED that any action pursuant to clauses (iv) or (v) above shall
not, as evidenced by an Opinion of Counsel (which Opinion of Counsel shall not
be an expense of the Trustee or the Trust Fund, but shall be at the expense of
the party proposing such amendment), adversely affect in any material respect
the interests of any Certificateholder; PROVIDED, HOWEVER, that no such Opinion
of Counsel shall be required if the Person requesting the amendment obtains a
letter from each Rating Agency (determined without regard to the Certificate
Insurance Policy) stating that the amendment would not result in the downgrading
or withdrawal of the respective ratings then assigned to the Certificates; it
being understood and agreed that any such




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<PAGE>

letter in and of itself will not represent a determination as to the materiality
of any such amendment and will represent a determination only as to the credit
issues affecting any such rating. The Trustee, the Depositor, the Seller and the
Servicer also may at any time and from time to time amend this Agreement without
the consent of the Certificateholders to modify, eliminate or add to any of its
provisions to such extent as shall be necessary or helpful to (i) maintain the
qualification of REMIC 1, REMIC 2 or REMIC 3 as a REMIC under the Code, (ii)
avoid or minimize the risk of the imposition of any tax on the Trust Fund
pursuant to the Code that would be a claim at any time prior to the final
redemption of the Certificates or (iii) comply with any other requirements of
the Code, PROVIDED that the Trustee and the Certificate Insurer have been
provided an Opinion of Counsel, which opinion shall be an expense of the party
requesting such opinion but in any case shall not be an expense of the Trustee
or the Trust Fund, to the effect that such action is necessary or helpful to, as
applicable, (i) maintain such qualification, (ii) avoid or minimize the risk of
the imposition of such a tax or (iii) comply with any such requirements of the
Code.

                  This Agreement may also be amended from time to time by the
Depositor, the Servicer, the Seller and the Trustee with the consent of the
Holders of a Majority in Interest of each Class of Certificates affected thereby
for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of this Agreement or of modifying in any
manner the rights of the Holders of Certificates; PROVIDED, HOWEVER, that no
such amendment shall (i) reduce in any manner the amount of, or delay the timing
of, payments required to be distributed on any Certificate without the consent
of the Holder of such Certificate, (ii) adversely affect in any material respect
the interests of the Holders of any Class of Certificates in a manner other than
as described in clause (i), without the consent of the Holders of Certificates
of such Class evidencing, as to such Class, Percentage Interests aggregating
66%, or (iii) reduce the aforesaid percentages of Certificates the Holders of
which are required to consent to any such amendment, without the consent of the
Holders of all such Certificates then outstanding. Any amendments to this
Agreement shall be subject to Section 4.07(q).

                  Notwithstanding any contrary provision of this Agreement, the
Trustee shall not consent to any amendment to this Agreement unless it and the
Certificate Insurer shall have first received an Opinion of Counsel, which
opinion shall not be an expense of the Trustee or the Trust Fund, but shall be
at the expense of the party preparing such amendment, to the effect that such
amendment will not cause the imposition of any tax on the Trust Fund or the
Certificateholders or cause REMIC 1, REMIC 2 or REMIC 3 to fail to qualify as a
REMIC at any time that any Certificates are outstanding.

                  Promptly after the execution of any amendment to this
Agreement, the Trustee shall furnish written notification of the substance or a
copy of such amendment to each Certificateholder if the consent of
Certificateholders was required, the Certificate Insurer and each Rating Agency.

                  It shall not be necessary for the consent of
Certificateholders under this Section 10.01 to approve the particular form of
any proposed amendment, but it shall be sufficient if such consent shall approve
the substance thereof. The manner of obtaining such consents and of evidencing
the authorization of the execution thereof by Certificateholders shall be
subject to such reasonable regulations as the Trustee may prescribe.




                                      145
<PAGE>

                  Nothing in this Agreement shall require the Trustee to enter
into an amendment without receiving an Opinion of Counsel (which Opinion shall
not be an expense of the Trustee or the Trust Fund), satisfactory to the Trustee
that (i) such amendment is permitted and is not prohibited by this Agreement and
that all requirements for amending this Agreement have been complied with; and
(ii) either (A) the amendment does not adversely affect in any material respect
the interests of any Certificateholder or (B) the conclusion set forth in the
immediately preceding clause (A) is not required to be reached pursuant to this
Section 10.01.

         SECTION 10.02. Recordation of Agreement; Counterparts.

                  This Agreement is subject to recordation in all appropriate
public offices for real property records in all the counties or other comparable
jurisdictions in which any or all of the properties subject to the Mortgages are
situated, and in any other appropriate public recording office or elsewhere,
such recordation to be effected by the Depositor at its expense, but only upon
direction by the Trustee accompanied by an Opinion of Counsel to the effect that
such recordation materially and beneficially affects the interests of the
Certificateholders.

                  For the purpose of facilitating the recordation of this
Agreement as herein provided and for other purposes, this Agreement may be
executed simultaneously in any number of counterparts, each of which
counterparts shall be deemed to be an original, and such counterparts shall
constitute but one and the same instrument.

         SECTION 10.03. Governing Law.

                  THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND
GOVERNED BY THE SUBSTANTIVE LAWS OF THE STATE OF NEW YORK APPLICABLE TO
AGREEMENTS MADE AND TO BE PERFORMED IN THE STATE OF NEW YORK AND THE
OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HERETO AND THE
CERTIFICATEHOLDERS SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

         SECTION 10.04. [Reserved]

         SECTION 10.05. Notices.

                  (a) The Trustee shall use its best efforts to promptly provide
notice to each Rating Agency and the Certificate Insurer with respect to each of
the following of which it has actual knowledge:

                           (1)      Any material change or amendment to this
                                    Agreement;

                           (2)      The occurrence of any Event of Default that
                                    has not been cured;

                           (3)      The resignation or termination of the
                                    Servicer or the Trustee and the appointment
                                    of any successor;




                                      146
<PAGE>

                           (4)      The repurchase or substitution of Mortgage
                                    Loans pursuant to Sections 2.02 and 2.03;
                                    and

                           (5)      The final payment to Certificateholders.

                  In addition, the Trustee shall promptly furnish to each Rating
Agency and the Certificate Insurer copies of the following to the extent such
items are in its possession:

                           (1)      Each report to Certificateholders described
                                    in Section 4.06 and 3.19;

                           (2)      Each annual statement as to compliance
                                    described in Section 3.16;

                           (3)      Each annual independent public accountants'
                                    servicing report described in Section 3.17;
                                    and

                           (4)      Any notice of a purchase of a Mortgage Loan
                                    pursuant to Section 2.02, 2.03 or 3.11.

                  All directions, demands and notices hereunder shall be in
writing and shall be deemed to have been duly given when delivered to (a) in the
case of the Depositor and the Seller, Eleven Madison Avenue, 4th Floor, New
York, New York 10010, Attention: Helaine Hebble (with a copy to Credit Suisse
First Boston Mortgage Securities Corp., Eleven Madison Avenue, 4th Floor, New
York, New York 10010, Attention: Office of the General Counsel), (b) in the case
of the Trustee, the Corporate Trust Office or such other address as the Trustee
may hereafter furnish to the Depositor and the Servicer, (c) in the case of the
Servicer, 1776 SW Madison, Portland, Oregon 97205 Attention: Memmott, with a
copy to Stoel Rives LLP, 900 SW Fifth, Portland, Oregon 97204 Attention: Gary
Barnum or such other address as may be hereafter furnished in writing to the
Depositor and the Trustee by the Servicer, (d) in the case of each of the Rating
Agencies, the address specified therefor in the definition corresponding to the
name of such Rating Agency, (e) in the case of the Special Servicer, Vesta
Servicing, L.P., 9600 Great Hills Trail, Suite 300-E, Austin, Texas, Attention:
Jeff Neal and (f) in the case of the Certificate Insurer, at the address
specified in Section 4.07(m). Notices to Certificateholders shall be deemed
given when mailed, first class postage prepaid, to their respective addresses
appearing in the Certificate Register.

         SECTION 10.06. Severability of Provisions.

                  If any one or more of the covenants, agreements, provisions or
terms of this Agreement shall be for any reason whatsoever held invalid, then
such covenants, agreements, provisions or terms shall be deemed severable from
the remaining covenants, agreements, provisions or terms of this Agreement and
shall in no way affect the validity or enforceability of the other provisions of
this Agreement or of the Certificates or the rights of the Holders thereof.

         SECTION 10.07. Assignment.

                  Notwithstanding anything to the contrary contained herein,
except as provided in Sections 6.02 and 6.04, this Agreement may not be assigned
by the Servicer without the prior written




                                      147
<PAGE>

consent of the Trustee and Depositor; PROVIDED, HOWEVER, that neither the
Depositor nor the Trustee shall consent to any such assignment unless each
Rating Agency has confirmed in writing (determined without regard to the
Certificate Insurance Policy) that such assignment will not cause a reduction or
withdrawal of the ratings then assigned by it to any Class of Certificates.

         SECTION 10.08. Limitation on Rights of Certificateholders.

                  The death or incapacity of any Certificateholder shall not
operate to terminate this Agreement or the trust created hereby, nor entitle
such Certificateholder's legal representative or heirs to claim an accounting or
to take any action or commence any proceeding in any court for a petition or
winding up of the trust created hereby, or otherwise affect the rights,
obligations and liabilities of the parties hereto or any of them.

                  No Certificateholder shall have any right to vote (except as
provided herein) or in any manner otherwise control the operation and management
of the Trust Fund, or the obligations of the parties hereto, nor shall anything
herein set forth or contained in the terms of the Certificates be construed so
as to constitute the Certificateholders from time to time as partners or members
of an association; nor shall any Certificateholder be under any liability to any
third party by reason of any action taken by the parties to this Agreement
pursuant to any provision hereof.

                  No Certificateholder shall have any right by virtue or by
availing itself of any provisions of this Agreement to institute any suit,
action or proceeding in equity or at law upon or under or with respect to this
Agreement, unless such Holder previously shall have given to the Trustee a
written notice of an Event of Default and of the continuance thereof, as herein
provided, and unless the Holders of Certificates evidencing not less than 25% of
the Voting Rights evidenced by the Certificates shall also have made written
request to the Trustee to institute such action, suit or proceeding in its own
name as Trustee hereunder and shall have offered to the Trustee such reasonable
indemnity as it may require against the costs, expenses, and liabilities to be
incurred therein or thereby, and the Trustee, for 60 days after its receipt of
such notice, request and offer of indemnity shall have neglected or refused to
institute any such action, suit or proceeding; it being understood and intended,
and being expressly covenanted by each Certificateholder with every other
Certificateholder and the Trustee, that no one or more Holders of Certificates
shall have any right in any manner whatever by virtue or by availing itself or
themselves of any provisions of this Agreement to affect, disturb or prejudice
the rights of the Holders of any other of the Certificates, or to obtain or seek
to obtain priority over or preference to any other such Holder or to enforce any
right under this Agreement, except in the manner herein provided and for the
common benefit of all Certificateholders. For the protection and enforcement of
the provisions of this Section 10.08, each and every Certificateholder and the
Trustee shall be entitled to such relief as can be given either at law or in
equity.

         SECTION 10.09. Certificates Nonassessable and Fully Paid.

                  It is the intention of the Depositor that Certificateholders
shall not be personally liable for obligations of the Trust Fund, that the
interests in the Trust Fund represented by the Certificates shall be
nonassessable for any reason whatsoever, and that the Certificates, upon due
authentication thereof by the Trustee pursuant to this Agreement, are and shall
be deemed fully paid.




                                      148
<PAGE>

                  IN WITNESS WHEREOF, the Depositor, the Trustee, the Seller and
the Servicer have caused their names to be signed hereto by their respective
officers thereunto duly authorized as of the day and year first above written.

                                            CREDIT SUISSE FIRST BOSTON MORTGAGE
                                            SECURITIES CORP.,
                                            as Depositor


                                            By:________________________________
                                            Name:
                                            Title:


                                            THE CHASE MANHATTAN BANK
                                            as Trustee


                                            By:________________________________
                                            Name:
                                            Title:


                                            DLJ MORTGAGE CAPITAL, INC.,
                                            as Seller


                                            By:________________________________
                                            Name:
                                            Title:


                                            WILSHIRE CREDIT CORPORATION,
                                            as Servicer


                                            By:________________________________
                                            Name:
                                            Title:

                                            VESTA SERVICING, L.P.,
                                            as Special Servicer


                                            By:________________________________
                                            Name:



<PAGE>


                                     Title:

                          [NOTARY PAGES TO BE ATTACHED]

<PAGE>

                                    EXHIBIT A

                          [FORM OF CLASS A CERTIFICATE]

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS AGENT
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").

[THIS CERTIFICATE HAS NO PRINCIPAL BALANCE AND IS NOT ENTITLED TO ANY
DISTRIBUTIONS IN RESPECT OF PRINCIPAL.]



                                       A-1

<PAGE>




Certificate No.[__]                      [___]% Interest Rate

Cut-off Date:                            Initial Certificate Balance
July 1, 2001                             of this Certificate ("Denomination"):
                                         $[__________]

First Distribution Date:                 Initial [Certificate Balances]
August 27, 2001                          of all Certificates of this Class:
                                         $[__________]
Maturity Date:
[___________]                            CUSIP: [___________]



              CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
                           CSFB Trust Series 2001-S15
            CSFB Mortgage Pass-Through Certificates, Series 2001-S15
                                 Class [_______]

         evidencing a percentage interest in the distributions allocable to the
         Certificates of the above-referenced Class with respect to a Trust Fund
         consisting primarily of a pool of conventional mortgage loans (the
         "Mortgage Loans") secured by fixed rate, first and second lien
         residential mortgage loans.

       Credit Suisse First Boston Mortgage Securities Corp., as Depositor

         Principal in respect of this Certificate is distributable monthly as
set forth herein. Accordingly, the Certificate Balance at any time may be less
than the Certificate Balance as set forth herein. This Certificate is payable
solely from the assets of the Trust and does not evidence an obligation of, or
an interest in, and is not guaranteed by the Depositor, the Seller, the
Servicer, the Special Servicer or the Trustee referred to below or any of their
respective affiliates. This Certificate and the Mortgage Loans are not
guaranteed or insured by any governmental agency or instrumentality.

         This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
denomination of this Certificate by the aggregate of the denominations of all
Certificates of the Class to which this Certificate belongs) in certain monthly
distributions with respect to a Trust Fund consisting primarily of the Mortgage
Loans deposited by Credit Suisse First Boston Mortgage Securities Corp. (the
"Depositor"). The Trust Fund was created pursuant to a Pooling and Servicing
Agreement dated as of the Cut-off Date specified above (the "Agreement") among
the Depositor, DLJ Mortgage Capital, Inc. as seller ("DLJMC"), Wilshire


                                       A-2

<PAGE>



Credit Corporation as servicer ("Wilshire"), Vesta Servicing, L.P. as special
servicer ("Vesta") and The Chase Manhattan Bank as trustee (the "Trustee"). To
the extent not defined herein, the capitalized terms used herein have the
meanings assigned to such terms in the Agreement. This Certificate is issued
under and is subject to the terms, provisions and conditions of the Agreement,
to which Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.

         Reference is hereby made to the further provisions of this Certificate
set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.

         This Certificate shall not be entitled to any benefit under the
Agreement or be valid for any purpose unless manually countersigned by an
authorized signatory of the Trustee.



                                       A-3

<PAGE>



         IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.

Dated:  July 30, 2001

                                                      THE CHASE MANHATTAN BANK,
                                                      as Trustee

                                                      By________________________

Countersigned:


By_______________________________
  Authorized Signatory of
  THE CHASE MANHATTAN BANK,
  as Trustee




                                       A-4

<PAGE>



                                    EXHIBIT B

                        [FORM OF SUBORDINATE CERTIFICATE]

[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS AGENT
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.]

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").

THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN CERTIFICATES AS
DESCRIBED IN THE AGREEMENT REFERRED TO HEREIN.

NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE
TRANSFEREE DELIVERS TO THE TRUSTEE [BUT NOT IF THE DEPOSITOR DELIVERS TO THE
TRUSTEE AN OFFICER'S CERTIFICATE TO THE EFFECT THAT SUCH RESTRICTIONS NO LONGER
APPLY] EITHER A REPRESENTATION LETTER TO THE EFFECT THAT SUCH TRANSFEREE IS NOT
AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT
OF 1974, AS AMENDED ("ERISA"), OR A PLAN SUBJECT TO SECTION 4975 OF THE CODE,
OR, IF THE PURCHASER IS AN INSURANCE COMPANY, A REPRESENTATION IN ACCORDANCE
WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN OR AN OPINION OF COUNSEL
IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.
NOTWITHSTANDING ANYTHING ELSE TO THE CONTRARY HEREIN, ANY PURPORTED TRANSFER OF
THIS CERTIFICATE TO OR ON BEHALF OF AN EMPLOYEE BENEFIT PLAN SUBJECT TO ERISA OR
TO THE CODE WITHOUT THE OFFICER'S CERTIFICATE OR THE OPINION OF COUNSEL
SATISFACTORY TO THE TRUSTEE AS DESCRIBED ABOVE SHALL BE VOID AND OF NO EFFECT.

[THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED ("THE ACT").  ANY RESALE OR TRANSFER OF THIS CERTIFICATE
WITHOUT REGISTRATION THEREOF UNDER THE ACT MAY ONLY BE MADE IN A
TRANSACTION EXEMPTED FROM THE REGISTRATION REQUIREMENTS OF THE ACT


                                       B-1

<PAGE>



AND IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.]

[THIS CERTIFICATE HAS NO PRINCIPAL BALANCE AND IS NOT ENTITLED TO ANY
DISTRIBUTIONS IN RESPECT OF PRINCIPAL.]



                                      B-2

<PAGE>





Certificate No.[__]                        [___]% Interest Rate

Cut-off Date:                             Initial Certificate Balance
July 1, 2001                              of this Certificate ("Denomination"):
                                          $[________]

First Distribution Date:                  Initial Certificate Balances
August 27, 2001                           of all Certificates of this Class:
                                          $[_________]
Maturity Date:
[______________]                          CUSIP: [_______]



              CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
                           CSFB Trust Series 2001-S15
            CSFB Mortgage Pass-Through Certificates, Series 2001-S15
                                 Class [_______]

         evidencing a percentage interest in the distributions allocable to the
         Certificates of the above-referenced Class with respect to a Trust Fund
         consisting primarily of a pool of conventional mortgage loans (the
         "Mortgage Loans") secured by fixed rate, first and second lien
         residential mortgage loans.

       Credit Suisse First Boston Mortgage Securities Corp., as Depositor

         Principal in respect of this Certificate is distributable monthly as
set forth herein. Accordingly, the Certificate Balance at any time may be less
than the Certificate Balance as set forth herein. This Certificate is payable
solely from the assets of the Trust and does not evidence an obligation of, or
an interest in, and is not guaranteed by the Depositor, the Seller, the
Servicer, the Special Servicer or the Trustee referred to below or any of their
respective affiliates. This Certificate and the Mortgage Loans are not
guaranteed or insured by any governmental agency or instrumentality.

         This certifies that [Cede & Co.] is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
denomination of this Certificate by the aggregate of the denominations of all
Certificates of the Class to which this Certificate belongs) in certain monthly
distributions with respect to a Trust Fund consisting primarily of the Mortgage
Loans deposited by Credit Suisse First Boston Mortgage Securities Corp. (the
"Depositor"). The Trust Fund was created pursuant to a Pooling and Servicing
Agreement dated as of the Cut-off Date specified above (the


                                       B-3

<PAGE>



"Agreement") among the Depositor, DLJ Mortgage Capital, Inc. as seller
("DLJMC"), Wilshire Credit Corporation as servicer ("Wilshire"), Vesta
Servicing, L.P. as special servicer ("Vesta") and The Chase Manhattan Bank as
trustee (the "Trustee"). To the extent not defined herein, the capitalized terms
used herein have the meanings assigned to such terms in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.

         [No transfer of a Certificate of this Class shall be made unless such
transfer is made pursuant to an effective registration statement under the
Securities Act and any applicable state securities laws or is exempt from the
registration requirements under said Act and such laws. In the event that a
transfer is to be made in reliance upon an exemption from the Securities Act and
such laws, in order to assure compliance with the Securities Act and such laws,
the Certificateholder desiring to effect such transfer and such
Certificateholder's prospective transferee shall each certify to the Trustee in
writing the facts surrounding the transfer. In the event that such a transfer is
to be made within three years from the date of the initial issuance of
Certificates pursuant hereto, there shall also be delivered (except in the case
of a transfer pursuant to Rule 144A of the Securities Act) to the Trustee an
Opinion of Counsel that such transfer may be made pursuant to an exemption from
the Securities Act and such state securities laws, which Opinion of Counsel
shall not be obtained at the expense of the Trustee, the Seller, the Servicer or
the Depositor. The Holder hereof desiring to effect such transfer shall, and
does hereby agree to, indemnify the Trustee and the Depositor against any
liability that may result if the transfer is not so exempt or is not made in
accordance with such federal and state laws.]

         Reference is hereby made to the further provisions of this Certificate
set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.

         This Certificate shall not be entitled to any benefit under the
Agreement or be valid for any purpose unless manually countersigned by an
authorized signatory of the Trustee.



                                       B-4

<PAGE>



         IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.

Dated:  July 30, 2001

                                                      THE CHASE MANHATTAN BANK,
                                                      as Trustee

                                                      By________________________

Countersigned:


By_______________________________
  Authorized Signatory of
  THE CHASE MANHATTAN BANK,
  as Trustee




                                       B-5

<PAGE>



                                    EXHIBIT C

                         [FORM OF RESIDUAL CERTIFICATE]

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").

NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE
PROPOSED TRANSFEREE DELIVERS TO THE TRUSTEE A TRANSFER AFFIDAVIT IN ACCORDANCE
WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.

NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE
TRANSFEREE DELIVERS TO THE TRUSTEE EITHER A REPRESENTATION LETTER TO THE EFFECT
THAT SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR A PLAN SUBJECT
TO SECTION 4975 OF THE CODE, OR, IF THE PURCHASER IS AN INSURANCE COMPANY, A
REPRESENTATION IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO
HEREIN OR AN OPINION OF COUNSEL IN ACCORDANCE WITH THE PROVISIONS OF THE
AGREEMENT REFERRED TO HEREIN. NOTWITHSTANDING ANYTHING ELSE TO THE CONTRARY
HEREIN, ANY PURPORTED TRANSFER OF THIS CERTIFICATE TO OR ON BEHALF OF AN
EMPLOYEE BENEFIT PLAN SUBJECT TO ERISA OR TO THE CODE WITHOUT THE OPINION OF
COUNSEL SATISFACTORY TO THE TRUSTEE AS DESCRIBED ABOVE SHALL BE VOID AND OF NO
EFFECT.




                                       C-1

<PAGE>




Certificate No.[__]                          [____]% Interest Rate

Cut-off Date:                                Initial Certificate Balance of this
July 1, 2001                                 Certificate("Denomination"):
                                             $[_____________]

First Distribution date:                     Initial Certificate Balances
August 27, 2001                              of all Certificates of this Class:
                                             $[_____________]
Maturity Date:
[___________]                                CUSIP: [__________]


              CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
                           CSFB Trust Series 2001-S15
            CSFB Mortgage Pass-Through Certificates, Series 2001-S15
                                 Class [_______]

         evidencing the distributions allocable to the Class A-R-[1][2][3]
         Certificates with respect to a Trust Fund consisting primarily of a
         pool of conventional mortgage loans (the "Mortgage Loans") secured by
         fixed rate, first and second lien residential mortgage loans.

       Credit Suisse First Boston Mortgage Securities Corp., as Depositor

         Principal in respect of this Certificate is distributable monthly as
set forth herein. Accordingly, the Certificate Balance at any time may be less
than the Certificate Balance as set forth herein. This Certificate is payable
solely from the assets of the Trust and does not evidence an obligation of, or
an interest in, and is not guaranteed by the Depositor, the Seller, the
Servicer, the Special Servicer or the Trustee referred to below or any of their
respective affiliates. This Certificate and the Mortgage Loans are not
guaranteed or insured by any governmental agency or instrumentality.

         This certifies that [______________________] is the registered owner of
the Percentage Interest evidenced by this Certificate (obtained by dividing the
denomination of this Certificate by the aggregate of the denominations of all
Certificates of the Class to which this Certificate belongs) in certain monthly
distributions with respect to a Trust Fund consisting primarily of the Mortgage
Loans deposited by Credit Suisse First Boston Mortgage Securities Corp. (the
"Depositor"). The Trust Fund was created pursuant to a Pooling and Servicing
Agreement dated as of the Cut-off Date specified above (the "Agreement") among
the Depositor, DLJ Mortgage Capital, Inc. as seller ("DLJMC"), Wilshire Credit
Corporation as servicer ("Wilshire"), Vesta Servicing, L.P. as special


                                       C-2

<PAGE>



servicer ("Vesta") and The Chase Manhattan Bank as trustee (the "Trustee"). To
the extent not defined herein, the capitalized terms used herein have the
meanings assigned to such terms in the Agreement. This Certificate is issued
under and is subject to the terms, provisions and conditions of the Agreement,
to which Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.

         Any distribution of the proceeds of any remaining assets of the Trust
Fund will be made only upon presentment and surrender of this Class
A-R-[1][2][3] Certificate at the Corporate Trust Office or the office or agency
maintained by the Trustee in New York, New York.

         No transfer of a Class A-R-[1][2][3] Certificate shall be made unless
the Trustee shall have received either (i) a representation letter from the
transferee of such Certificate, acceptable to and in form and substance
satisfactory to the Trustee, to the effect that such transferee is not an
employee benefit plan subject to Section 406 of ERISA or Section 4975 of the
Code, or a person acting on behalf of any such plan or arrangement or using the
assets of any such plan or arrangement to effect such transfer, which
representation letter shall not be an expense of the Trustee or the Trust Fund,
(ii) if the purchaser is an insurance company, a representation that the
purchaser is an insurance company which is purchasing such Certificates with
funds contained in an "insurance company general account" (as such term is
defined in Section V(e) of Prohibited Transaction Class Exemption 95-60 ("PTCE
95-60")) and that the purchase and holding of such Certificates are covered
under PTCE 95-60 or (iii) in the case of any such Class A-R-[1][2][3]
Certificate presented for registration in the name of an employee benefit plan
subject to ERISA, or Section 4975 of the Code (or comparable provisions of any
subsequent enactments), or a trustee of any such plan or any other person acting
on behalf of any such plan or arrangement, or using such plan's or arrangement's
assets, an Opinion of Counsel satisfactory to the Trustee to the effect that the
purchase or holding of such Class A-R-[1][2][3] Certificate will not result in
the assets of the Trust Fund being deemed to be "plan assets" and subject to the
prohibited transaction provisions of ERISA and the Code and will not subject the
Trustee to any obligation in addition to those undertaken in this Agreement,
which Opinion of Counsel shall not be an expense of the Trustee or the Trust
Fund. Notwithstanding anything else to the contrary herein, any purported
transfer of a Class A-R-[1][2][3] Certificate to or on behalf of an employee
benefit plan subject to ERISA or to the Code without the Opinion of Counsel
satisfactory to the Trustee as described above shall be void and of no effect.

         Each Holder of this Class A-R-[1][2][3] Certificate will be deemed to
have agreed to be bound by the restrictions of the Agreement, including but not
limited to the restrictions that (i) each person holding or acquiring any
Ownership Interest in this Class A-R-[1][2][3] Certificate must be a Permitted
Transferee, (ii) no Ownership Interest in this Class A-R-[1][2][3] Certificate
may be transferred without delivery to the Trustee of (a) a transfer affidavit
of the proposed transferee and (b) a transfer certificate of the transferor,
each of such documents to be in the form described in the Agreement, (iii) each
person holding or acquiring any Ownership Interest in this Class A-R-[1][2][3]
Certificate must agree to require a transfer affidavit and to deliver a transfer
certificate to the Trustee as required pursuant to the Agreement, (iv) each
person holding or acquiring an Ownership Interest in this Class A-R-[1][2][3]
Certificate must agree not to transfer an Ownership Interest in this Class


                                       C-3

<PAGE>



A-R-[1][2][3] Certificate if it has actual knowledge that the proposed
transferee is not a Permitted Transferee and (v) any attempted or purported
transfer of any Ownership Interest in this Class A-R- [1][2][3] Certificate in
violation of such restrictions will be absolutely null and void and will vest no
rights in the purported transferee.

         Reference is hereby made to the further provisions of this Certificate
set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.

         This Certificate shall not be entitled to any benefit under the
Agreement or be valid for any purpose unless manually countersigned by an
authorized signatory of the Trustee.




                                                        C-4

<PAGE>



         IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.

Dated:  July 30, 2001

                                                      THE CHASE MANHATTAN BANK,
                                                      as Trustee

                                                      By________________________

Countersigned:


By_______________________________
  Authorized Signatory of
  THE CHASE MANHATTAN BANK,
  as Trustee




                                       C-5

<PAGE>



                                    EXHIBIT D

                      [FORM OF NOTIONAL AMOUNT CERTIFICATE]

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS AGENT
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").

THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN CERTIFICATES AS
DESCRIBED IN THE AGREEMENT REFERRED TO HEREIN.

NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE
TRANSFEREE DELIVERS TO THE TRUSTEE [BUT NOT IF THE DEPOSITOR DELIVERS TO THE
TRUSTEE AN OFFICER'S CERTIFICATE TO THE EFFECT THAT SUCH RESTRICTIONS NO LONGER
APPLY] EITHER A REPRESENTATION LETTER TO THE EFFECT THAT SUCH TRANSFEREE IS NOT
AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT
OF 1974, AS AMENDED ("ERISA"), OR A PLAN SUBJECT TO SECTION 4975 OF THE CODE,
OR, IF THE PURCHASER IS AN INSURANCE COMPANY, A REPRESENTATION IN ACCORDANCE
WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN OR AN OPINION OF COUNSEL
IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.
NOTWITHSTANDING ANYTHING ELSE TO THE CONTRARY HEREIN, ANY PURPORTED TRANSFER OF
THIS CERTIFICATE TO OR ON BEHALF OF AN EMPLOYEE BENEFIT PLAN SUBJECT TO ERISA OR
TO THE CODE WITHOUT THE OFFICER'S CERTIFICATE OR THE OPINION OF COUNSEL
SATISFACTORY TO THE TRUSTEE AS DESCRIBED ABOVE SHALL BE VOID AND OF NO EFFECT.


THIS CERTIFICATE HAS NO PRINCIPAL BALANCE AND IS NOT ENTITLED TO ANY
DISTRIBUTIONS IN RESPECT OF PRINCIPAL.



                                       D-1

<PAGE>




Certificate No.[__]                     [___]% Interest Rate

Cut-off Date:                           Initial Notional Amount
July 1, 2001                             of this Certificate ("Denomination"):
                                        $[___________]

First Distribution Date:                Initial Notional Amounts
August 27, 2001                         of all Certificates of this Class:
                                         $[___________]
Maturity Date:
[____________]                          CUSIP: [____________]

              CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
                           CSFB Trust Series 2001-S15
            CSFB Mortgage Pass-Through Certificates, Series 2001-S15
                                 Class [_______]

         evidencing a percentage interest in the distributions allocable to the
         Certificates of the above-referenced Class with respect to a Trust Fund
         consisting primarily of a pool of conventional mortgage loans (the
         "Mortgage Loans") secured by fixed rate, first and second lien
         residential mortgage loans.

       Credit Suisse First Boston Mortgage Securities Corp., as Depositor

         This Certificate is payable solely from the assets of the Trust and
does not evidence an obligation of, or an interest in, and is not guaranteed by
the Depositor, the Seller, the Servicer, the Special Servicer or the Trustee
referred to below or any of their respective affiliates. This Certificate and
the Mortgage Loans are not guaranteed or insured by any governmental agency or
instrumentality.

         This certifies that Cede & Co., is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
denomination of this Certificate by the aggregate of the denominations of all
Certificates of the Class to which this Certificate belongs) in certain monthly
distributions with respect to a Trust Fund consisting primarily of the Mortgage
Loans deposited by Credit Suisse First Boston Mortgage Securities Corp. (the
"Depositor"). The Trust Fund was created pursuant to a Pooling and Servicing
Agreement dated as of the Cut-off Date specified above (the "Agreement") among
the Depositor, DLJ Mortgage Capital, Inc. as seller ("DLJMC"), Wilshire Credit
Corporation as servicer ("Wilshire"), Vesta Servicing, L.P. as special servicer
("Vesta") and The Chase Manhattan Bank as trustee (the "Trustee"). To the extent
not defined herein, the capitalized terms used herein have the meanings assigned
to such terms in the Agreement. This Certificate is issued under and is subject
to the terms, provisions and conditions of the Agreement,


                                       D-2

<PAGE>



to which Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.

         Reference is hereby made to the further provisions of this Certificate
set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.

         This Certificate shall not be entitled to any benefit under the
Agreement or be valid for any purpose unless manually countersigned by an
authorized signatory of the Trustee.




                                       D-3

<PAGE>



         IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.

Dated:  July 30, 2001

                                                      THE CHASE MANHATTAN BANK,
                                                      as Trustee

                                                      By________________________

Countersigned:


By_______________________________
  Authorized Signatory of
  THE CHASE MANHATTAN BANK,
  as Trustee




                                       D-4

<PAGE>



                                    EXHIBIT E

                      [FORM OF PRINCIPAL ONLY CERTIFICATE]

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS AGENT
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").




                                       E-1

<PAGE>




Certificate No. [___]                  [_____]% Interest Rate

Cut-off Date:                          Initial Certificate Balance
July 1, 2001                           of this Certificate ("Denomination"):
                                       $[___________]
First Distribution Date:               Initial Certificate Balances
August 27, 2001                        of all Certificates of this Class:
                                       $[___________]
Maturity Date:
[_________]                            CUSIP: [__________]


              CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
                           CSFB Trust Series 2001-S15
            CSFB Mortgage Pass-Through Certificates, Series 2001-S15
                                 Class [_______]

         evidencing a percentage interest in the distributions allocable to the
         Certificates of the above-referenced Class with respect to a Trust Fund
         consisting primarily of a pool of conventional mortgage loans (the
         "Mortgage Loans") secured by fixed rate, first and second lien
         residential mortgage loans.

       Credit Suisse First Boston Mortgage Securities Corp., as Depositor

         Principal in respect of this Certificate is distributable monthly as
set forth herein. Accordingly, the Certificate Balance at any time may be less
than the Certificate Balance as set forth herein. This Certificate is payable
solely from the assets of the Trust and does not evidence an obligation of, or
an interest in, and is not guaranteed by the Depositor, the Seller, the
Servicer, the Special Servicer or the Trustee referred to below or any of their
respective affiliates. This Certificate and the Mortgage Loans are not
guaranteed or insured by any governmental agency or instrumentality.

         This certifies that Cede & Co., is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
denomination of this Certificate by the aggregate of the denominations of all
Certificates of the Class to which this Certificate belongs) in certain monthly
distributions with respect to a Trust Fund consisting primarily of the Mortgage
Loans deposited by Credit Suisse First Boston Mortgage Securities Corp. (the
"Depositor"). The Trust Fund was created pursuant to a Pooling and Servicing
Agreement dated as of the Cut-off Date specified above (the "Agreement") among
the Depositor, DLJ Mortgage Capital, Inc. as seller ("DLJMC"), Wilshire Credit
Corporation as servicer ("Wilshire"), Vesta Servicing, L.P. as special servicer
("Vesta") and The Chase Manhattan Bank as trustee (the "Trustee"). To the extent
not defined herein, the


                                       E-2

<PAGE>



capitalized terms used herein have the meanings assigned to such terms in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.




                                       E-3

<PAGE>



         IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.

Dated:  July 30, 2001

                                                      THE CHASE MANHATTAN BANK,
                                                      as Trustee

                                                      By________________________

Countersigned:


By_______________________________
  Authorized Signatory of
  THE CHASE MANHATTAN BANK,
  as Trustee




                                       E-4

<PAGE>



                                    EXHIBIT F

                          [FORM OF CLASS P CERTIFICATE]

         SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
"REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE "CODE").

         THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "ACT"). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT
REGISTRATION THEREOF UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED
FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH THE
PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.

NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE
TRANSFEREE DELIVERS TO THE TRUSTEE EITHER A REPRESENTATION LETTER TO THE EFFECT
THAT SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR A PLAN SUBJECT
TO SECTION 4975 OF THE CODE, OR, IF THE PURCHASER IS AN INSURANCE COMPANY, A
REPRESENTATION IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO
HEREIN OR AN OPINION OF COUNSEL IN ACCORDANCE WITH THE PROVISIONS OF THE
AGREEMENT REFERRED TO HEREIN. NOTWITHSTANDING ANYTHING ELSE TO THE CONTRARY
HEREIN, ANY PURPORTED TRANSFER OF THIS CERTIFICATE TO OR ON BEHALF OF AN
EMPLOYEE BENEFIT PLAN SUBJECT TO ERISA OR TO THE CODE WITHOUT THE OPINION OF
COUNSEL SATISFACTORY TO THE TRUSTEE AS DESCRIBED ABOVE SHALL BE VOID AND OF NO
EFFECT.










                                       F-1

<PAGE>




Certificate No. [___]                     [_____]% Interest Rate

Cut-off Date:                             Initial Certificate Balance
July 1, 2001                              of this Certificate ("Denomination"):
                                          $[___________]
First Distribution Date:                  Initial Certificate Balances
August 27, 2001                           of all Certificates of this Class:
                                          $[___________]
Maturity Date:
[_________]                               CUSIP: [__________]


              CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
                           CSFB Trust Series 2001-S15
            CSFB Mortgage Pass-Through Certificates, Series 2001-S15
                                 Class [_______]

         evidencing a percentage interest in the distributions allocable to the
         Certificates of the above-referenced Class with respect to a Trust Fund
         consisting primarily of a pool of conventional mortgage loans (the
         "Mortgage Loans") secured by fixed rate, first and second lien
         residential mortgage loans.

       Credit Suisse First Boston Mortgage Securities Corp., as Depositor

         Principal in respect of this Certificate is distributable monthly as
set forth herein. Accordingly, the Certificate Principal Balance of this Class P
Certificate at any time may be less than the Initial Certificate Principal
Balance set forth on the face hereof, as described herein. This Class P
Certificate does not evidence an obligation of, or an interest in, and is not
guaranteed by the Depositor, the Servicer, the Special Servicer or the Trustee
referred to below or any of their respective affiliates.

         This certifies that _________________ is the registered owner of the
Percentage Interest evidenced by this Class P Certificate (obtained by dividing
the Denomination of this Class P Certificate by the Original Class Certificate
Principal Balance) in certain distributions with respect to a Trust consisting
primarily of the Mortgage Loans deposited by Credit Suisse First Boston Mortgage
Securities Corp. (the "Depositor"). The Trust was created pursuant to a Pooling
and Servicing Agreement dated as of July 1, 2001 (the "Agreement") among the
Depositor, DLJ Mortgage Capital Inc., as seller ("DLJMC"), Wilshire Credit
Corporation, as servicer ("Wilshire"), Vesta Servicing, L.P., as special
servicer ("Vesta") and The Chase Manhattan Bank, as trustee (the "Trustee"). To
the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Agreement. This Class P Certificate is issued under and
is subject to the terms,


                                       F-2

<PAGE>



provisions and conditions of the Agreement, to which Agreement the Holder of
this Class P Certificate by virtue of the acceptance hereof assents and by which
such Holder is bound.

         This Certificate does not have a pass-through rate and will be entitled
to distributions only to the extent set forth in the Agreement.

         No transfer of a Certificate of this Class shall be made unless such
transfer is made pursuant to an effective registration statement under the Act
and any applicable state securities laws or is exempt from the registration
requirements under said Act and such laws. In the event that a transfer is to be
made in reliance upon an exemption from the Act and such laws, in order to
assure compliance with the Act and such laws, the Certificateholder desiring to
effect such transfer and such Certificateholder's prospective transferee shall
each certify to the Trustee and the Depositor in writing the facts surrounding
the transfer. In the event that such a transfer is not to be made pursuant to
Rule 144A of the Act, there shall be delivered to the Trustee and the Depositor
of an Opinion of Counsel that such transfer may be made pursuant to an exemption
from the Act, which Opinion of Counsel shall not be obtained at the expense of
the Trustee, the Seller, the Servicer, the Special Servicer or the Depositor; or
there shall be delivered to the Trustee and the Depositor a transferor
certificate by the transferor and an investment letter shall be executed by the
transferee. The Holder hereof desiring to effect such transfer shall, and does
hereby agree to, indemnify the Trustee and the Depositor against any liability
that may result if the transfer is not so exempt or is not made in accordance
with such federal and state laws.

         No transfer of a Class P Certificate shall be made unless the Trustee
shall have received either (i) a representation letter from the transferee of
such Certificate, acceptable to and in form and substance satisfactory to the
Trustee, to the effect that such transferee is not an employee benefit plan
subject to Section 406 of ERISA or Section 4975 of the Code, or a person acting
on behalf of any such plan or arrangement or using the assets of any such plan
or arrangement to effect such transfer, which representation letter shall not be
an expense of the Trustee or the Trust Fund, (ii) if the purchaser is an
insurance company, a representation that the purchaser is an insurance company
which is purchasing such Certificates with funds contained in an "insurance
company general account" (as such term is defined in Section V(e) of Prohibited
Transaction Class Exemption 95-60 ("PTCE 95-60")) and that the purchase and
holding of such Certificates are covered under PTCE 95-60 or (iii) in the case
of any such Class P Certificate presented for registration in the name of an
employee benefit plan subject to ERISA, or Section 4975 of the Code (or
comparable provisions of any subsequent enactments), or a trustee of any such
plan or any other person acting on behalf of any such plan or arrangement, or
using such plan's or arrangement's assets, an Opinion of Counsel satisfactory to
the Trustee to the effect that the purchase or holding of such Class A-P
Certificate will not result in the assets of the Trust Fund being deemed to be
"plan assets" and subject to the prohibited transaction provisions of ERISA and
the Code and will not subject the Trustee to any obligation in addition to those
undertaken in this Agreement, which Opinion of Counsel shall not be an expense
of the Trustee or the Trust Fund. Notwithstanding anything else to the contrary
herein, any purported transfer of a Class P Certificate to or on behalf of an
employee benefit plan


                                       F-3

<PAGE>



subject to ERISA or to the Code without the Opinion of Counsel satisfactory to
the Trustee as described above shall be void and of no effect.

         Reference is hereby made to the further provisions of this Class P
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.

         This Class P Certificate shall not be entitled to any benefit under the
Agreement or be valid for any purpose unless manually countersigned by an
authorized signatory of the Trustee.



                                       F-4

<PAGE>



         IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.

Dated:  July 30, 2001

                                                      THE CHASE MANHATTAN BANK,
                                                      as Trustee

                                                      By________________________

Countersigned:


By_______________________________
  Authorized Signatory of
  THE CHASE MANHATTAN BANK,
  as Trustee



                                       F-5

<PAGE>



                                    EXHIBIT G

                         FORM OF REVERSE OF CERTIFICATES



                                       G-1

<PAGE>





              CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
                           CSFB Trust Series 2001-S15
            CSFB Mortgage Pass-Through Certificates, Series 2001-S15
                                 Class [_______]

         This Certificate is one of a duly authorized issue of Certificates
designated as Credit Suisse First Boston Mortgage Securities Corp., Mortgage
Pass-Through Certificates, of the Series specified on the face hereof (herein
collectively called the "Certificates"), and representing a beneficial ownership
interest in the Trust Fund created by the Agreement.

         The Certificateholder, by its acceptance of this Certificate, agrees
that it will look solely to the funds on deposit in the Certificate Account for
payment hereunder and that the Trustee is not liable to the Certificateholders
for any amount payable under this Certificate or the Agreement or, except as
expressly provided in the Agreement, subject to any liability under the
Agreement.

         This Certificate does not purport to summarize the Agreement and
reference is made to the Agreement for the interests, rights and limitations of
rights, benefits, obligations and duties evidenced thereby, and the rights,
duties and immunities of the Trustee.

         Pursuant to the terms of the Agreement, a distribution will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified on the face hereof, to the Person in whose
name this Certificate is registered at the close of business on the applicable
Record Date in an amount equal to the product of the Percentage Interest
evidenced by this Certificate and the amount required to be distributed to
Holders of Certificates of the Class to which this Certificate belongs on such
Distribution Date pursuant to the Agreement. [The Record Date applicable to each
Distribution Date is the last Business Day of the month next preceding the month
of such Distribution Date.][The Record Date applicable to each Distribution Date
is the Business Day immediately preceding the related Distribution Date;
provided that if this Certificate is not a Book- Entry Certificate, then the
Record Date applicable to each Distribution Date is the last Business Day of the
month next preceding such Distribution Date.]

         Distributions on this Certificate shall be made by wire transfer of
immediately available funds to the account of the Holder hereof at a bank or
other entity having appropriate facilities therefor, if such Certificateholder
shall have so notified the Trustee in writing at least five Business Days prior
to the related Record Date and such Certificateholder shall satisfy the
conditions to receive such form of payment set forth in the Agreement, or, if
not, by check mailed by first class mail to the address of such
Certificateholder appearing in the Certificate Register. The final distribution
on each Certificate will be made in like manner, but only upon presentment and
surrender of such Certificate at the Corporate Trust Office or such other
location specified in the notice to Certificateholders of such final
distribution.


                                       G-2

<PAGE>



         The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Trustee and the rights of the Certificateholders under the Agreement at any time
by the Depositor, the Servicer, the Seller, the Special Servicer and the Trustee
with the consent of the Holders of Certificates affected by such amendment
evidencing the requisite Percentage Interest, as provided in the Agreement. Any
such consent by the Holder of this Certificate shall be conclusive and binding
on such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange therefor or in lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain limited
circumstances, without the consent of the Holders of any of the Certificates.

         As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register of the Trustee upon surrender of this Certificate for registration of
transfer at the Corporate Trust Office or the office or agency maintained by the
Trustee in New York, New York, accompanied by a written instrument of transfer
in form satisfactory to the Trustee and the Certificate Registrar duly executed
by the holder hereof or such holder's attorney duly authorized in writing, and
thereupon one or more new Certificates of the same Class in authorized
denominations and evidencing the same aggregate Percentage Interest in the Trust
Fund will be issued to the designated transferee or transferees.

         The Certificates are issuable only as registered Certificates without
coupons in denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, Certificates are
exchangeable for new Certificates of the same Class in authorized denominations
and evidencing the same aggregate Percentage Interest, as requested by the
Holder surrendering the same.

         No service charge will be made for any such registration of transfer or
exchange, but the Trustee may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.

         The Depositor, the Servicer, the Special Servicer, the Seller and the
Trustee and any agent of the Depositor or the Trustee may treat the Person in
whose name this Certificate is registered as the owner hereof for all purposes,
and none of the Servicer, the Special Servicer, the Seller, the Depositor, the
Trustee, or any such agent shall be affected by any notice to the contrary.

         On any Distribution Date on which the sum of the aggregate Stated
Principal Balance of the Mortgage Loans and the appraised value of the REO
Properties at the time of repurchase is less than 10% of the sum of the
Aggregate Collateral Balance of the Mortgage Loans, the Servicer will have the
option to repurchase, in whole, from the Trust Fund all remaining Mortgage Loans
and REO Properties at a purchase price determined as provided in the Agreement.
In the event that no such optional termination occurs, the obligations and
responsibilities created by the Agreement will terminate upon the later of the
maturity or other liquidation (or any advance with respect thereto) of the last
Mortgage Loan remaining in the Trust Fund and the distribution to
Certificateholders of all


                                       G-3

<PAGE>



amounts required to be distributed pursuant to the Agreement. In no event,
however, will the trust created by the Agreement continue beyond the expiration
of 21 years from the death of the last survivor of the descendants living at the
date of the Agreement of a certain person named in the Agreement.

         Any term used herein that is defined in the Agreement shall have the
meaning assigned in the Agreement, and nothing herein shall be deemed
inconsistent with that meaning.



                                       G-4

<PAGE>



                                   ASSIGNMENT

         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
(Please print or typewrite name and address including postal zip code of
assignee)

the Percentage Interest evidenced by the within Certificate and hereby
authorizes the transfer of registration of such Percentage Interest to assignee
on the Certificate Register of the Trust Fund.

I (We) further direct the Trustee to issue a new Certificate of a like
denomination and Class, to the above named assignee and deliver such Certificate
to the following address:


--------------------------------------------------------------------------------
Dated:



                                         _____________________________________
                                         Signature by or on behalf of assignor





                            DISTRIBUTION INSTRUCTIONS

The assignee should include the following for purposes of distribution:

Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to ____________________________________________________________,
for the account of ____________________________________________________________,
account number __________ , or, if mailed by check, to _________________________
________________________________________________________________________________
________________________________________________________________________________
Applicable statements should be mailed to ______________________________________
________________________________________________________________________________
________________________________________________________________________________





                                       G-5

<PAGE>



This information is provided by _________________________, the assignee named
above, or _______________________, as its agent.




                                       G-6

<PAGE>



                                    EXHIBIT H

                   FORM OF INITIAL CERTIFICATION OF CUSTODIAN

                                     [date]

[Depositor]

[Servicer/s]

[Seller]

[Certificate Insurer]
_________________________
_________________________


                  Re:      Pooling and Servicing Agreement among the Credit
                           Suisse First Boston Mortgage Securities Corp. as
                           depositor, DLJ Mortgage Capital, Inc. as seller
                           ("DLJMC"), Wilshire Credit Corporation as servicer
                           ("Wilshire"), Vesta Servicing, L.P. ("Vesta") and The
                           Chase Manhattan Bank as trustee (the "Trustee"),CSFB
                           Mortgage Pass-Through Certificates, Series 2001-S15
                           -----------------------------------------------------


Gentlemen:

         In accordance with Section 2.02 of the above-captioned Pooling and
Servicing Agreement (the "Pooling and Servicing Agreement"), the undersigned, as
Custodian, hereby certifies that, as to each Mortgage Loan listed in each
Mortgage Loan Schedule (other than any Mortgage Loan listed in the attached
schedule), it has received:

         (i) the original Mortgage Note in the name of the Trustee or endorsed
as provided in the following form: "Pay to the order of ________, without
recourse"; and

         (ii) a duly executed Assignment of the Mortgage (which may be included
in a blanket assignment or assignments).

         Based on its review and examination and only as to the foregoing
documents, such documents appear regular on their face and relate to such
Mortgage Loan.

         The Custodian has made no independent examination of any documents
contained in each Mortgage File beyond the review specifically required in the
Pooling and Servicing Agreement. Neither the Custodian nor Trustee makes any
representations as to: (i) the validity, legality,


                                       H-1

<PAGE>



sufficiency, enforceability or genuineness of any of the documents contained in
each Mortgage File of any of the Mortgage Loans identified on either Mortgage
Loan Schedule, or (ii) the collectability, insurability, effectiveness or
suitability of any such Mortgage Loan.

         Capitalized words and phrases used herein shall have the respective
meanings assigned to them in the Pooling and Servicing Agreement.



                                            BANK ONE TRUST COMPANY, N.A.
                                            as Custodian

                                            By:    __________________________
                                            Name:  __________________________
                                            Title: __________________________




                                       H-2

<PAGE>



                                    EXHIBIT I

                    FORM OF FINAL CERTIFICATION OF CUSTODIAN

                                     [date]

[Depositor]

[Servicer/s]

[Seller]

[Certificate Insurer]
_____________________
_____________________

                  Re:      Pooling and Servicing Agreement among Credit Suisse
                           First Boston Mortgage Securities Corp. as depositor,
                           DLJ Mortgage Capital, Inc. as seller ("DLJMC"),
                           Wilshire Credit Corporation as servicer ("Wilshire"),
                           Vesta Servicing, L.P. as special servicer ("Vesta")
                           and The Chase Manhattan Bank as trustee (the
                           "Trustee"), CSFB Mortgage Pass-Through Certificates,
                           Series 2001-S15
                           -----------------------------------------------------

Gentlemen:

         In accordance with Section 2.02 of the above-captioned Pooling and
Servicing Agreement (the "Pooling and Servicing Agreement"), the undersigned, as
Custodian, hereby certifies that as to each Mortgage Loan listed in each
Mortgage Loan Schedule (other than any Mortgage Loan paid in full or listed on
the attached Document Exception Report) it has received:

         (i) the original Mortgage Note, endorsed in the form provided in
Section 2.01(b) of the Pooling and Servicing Agreement, with all intervening
endorsements, and including any riders to the Mortgage Note, showing a complete
chain of endorsement from the originator to the last named endorsee;

         (ii) with respect to any Lost Mortgage Note, a lost note affidavit
stating that the original Mortgage Note was lost or destroyed, together with a
copy of such Mortgage Note;

         (iii) the original of any guarantee executed in connection with the
Mortgage Note (if any);

         (iv) the original Mortgage with evidence of recording thereon, or
copies certified by the related recording office or if the original Mortgage has
not yet been returned from the recording


                                       I-1

<PAGE>



office, a copy certified by or on behalf of the related Seller indicating that
such Mortgage has been delivered for recording;

         (v) the originals of all assumption, modification, consolidation or
extension agreements (or, if an original of any of these documents has not been
returned from the recording office, a copy thereof certified by or on behalf of
the applicable Seller, the original to be delivered to such Seller forthwith
after return from such recording office), with evidence of recording thereon, if
any;

         (vi) a duly executed assignment of the Mortgage in the form provided in
Section 2.01(b) of the Pooling and Servicing Agreement; provided, however, that
if the Depositor has certified or the Custodian otherwise knows that the related
Mortgage has not been returned from the applicable recording office, a copy of
the Assignment of the Mortgage (excluding information to be provided by the
recording office);

         (vii) the original of any intervening recorded Assignments of Mortgage,
showing a complete chain of assignment from origination to the related Seller,
including warehousing assignments, with evidence of recording thereon (or, if an
original intervening Assignment of Mortgage has not been returned from the
recording office, a copy thereof certified by or on behalf of the applicable
Seller);

         (viii) the original or duplicate original lender's title insurance
policy and all riders thereto or, any one of an original title binder, an
original preliminary title report or an original title commitment, or a copy
thereof certified by the title company (or, in appropriate jurisdictions,
attorney's opinion of title and abstract of title); and

         (ix) the original primary mortgage insurance certificate, if any or
copy of mortgage insurance certificate.

         Based on its review and examination and only as to the foregoing
documents, (a) such documents appear regular on their face and related to such
Mortgage Loan, and (b) the information set forth in items (i), (ii), (iii),
(iv), (vi), (ix) and (x) of the definition of the "Mortgage Loan Schedule" in
Article I of the Pooling and Servicing Agreement accurately reflects information
set forth in the Mortgage File.

         The Custodian has made no independent examination of any documents
contained in each Mortgage File beyond the review specifically required in the
Pooling and Servicing Agreement. Neither the Custodian nor the Trustee makes any
representations as to: (i) the validity, legality, sufficiency, enforceability
or genuineness of any of the documents contained in each Mortgage File of any of
the Mortgage Loans identified on either Mortgage Loan Schedule, or (ii) the
collectability, insurability, effectiveness or suitability of any such Mortgage
Loan. Notwithstanding anything herein to the contrary, neither the Custodian nor
the Trustee has made no determination and makes no representations as to whether
(i) any endorsement is sufficient to transfer all right, title and interest of
the party so endorsing, as noteholder or assignee thereof, in and to that
Mortgage Note or


                                       I-2

<PAGE>



(ii) any assignment is in recordable form or sufficient to effect the assignment
of and transfer to the assignee thereof, under the Mortgage to which the
assignment relates.




                                       I-3

<PAGE>



          Capitalized words and phrases used herein shall have the respective
meanings assigned to them in the Pooling and Servicing Agreement.

                                            BANK ONE TRUST COMPANY, N.A.
                                            as Custodian

                                            By:    _____________________________
                                            Name:  _____________________________
                                            Title: _____________________________




                                       I-4

<PAGE>



                                    EXHIBIT J

                               TRANSFER AFFIDAVIT

              CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
                           CSFB Trust Series 2001-S15
            CSFB Mortgage Pass-Through Certificates, Series 2001-S15
                                 Class [_______]


STATE OF                   )
                           ) ss.:
COUNTY OF                  )

         The undersigned, being first duly sworn, deposes and says as follows:

         1. The undersigned is an officer of , the proposed Transferee of an
Ownership Interest in a Class A-R-[1][2][3] Certificate (the "Certificate")
issued pursuant to the Pooling and Servicing Agreement, (the "Agreement"),
relating to the above-referenced Series, among Credit Suisse First Boston
Mortgage Securitites Corp. as depositor, DLJ Mortgage Capital, Inc. as seller
("DLJMC"), Wilshire Credit Corporation as servicer ("Wilshire"), Vesta
Servicing, L.P. as special servicer ("Vesta") and The Chase Manhattan Bank as
trustee (the "Trustee"). Capitalized terms used, but not defined herein or in
Exhibit 1 hereto, shall have the meanings ascribed to such terms in the
Agreement. The Transferee has authorized the undersigned to make this affidavit
on behalf of the Transferee.

         2. The Transferee is, as of the date hereof, and will be, as of the
date of the Transfer, a Permitted Transferee. The Transferee is acquiring its
Ownership Interest in the Certificate either (i) for its own account or (ii) as
nominee, trustee or agent for another Person and has attached hereto an
affidavit from such Person in substantially the same form as this affidavit. The
Transferee has no knowledge that any such affidavit is false.

         3. The Transferee has been advised of, and understands that (i) a tax
will be imposed on Transfers of the Certificate to Persons that are not
Permitted Transferees; (ii) such tax will be imposed on the transferor, or, if
such Transfer is through an agent (which includes a broker, nominee or
middleman) for a Person that is not a Permitted Transferee, on the agent; and
(iii) the Person otherwise liable for the tax shall be relieved of liability for
the tax if the subsequent Transferee furnished to such Person an affidavit that
such subsequent Transferee is a Permitted Transferee and, at the time of
Transfer, such Person does not have actual knowledge that the affidavit is
false.

         4. The Transferee has been advised of, and understands that a tax will
be imposed on a "pass-through entity" holding the Certificate if at any time
during the taxable year of the pass-through entity a Person that is not a
Permitted Transferee is the record holder of an interest in


                                       J-1

<PAGE>



such entity. The Transferee understands that such tax will not be imposed for
any period with respect to which the record holder furnishes to the pass-through
entity an affidavit that such record holder is a Permitted Transferee and the
pass-through entity does not have actual knowledge that such affidavit is false.
(For this purpose, a "pass-through entity" includes a regulated investment
company, a real estate investment trust or common trust fund, a partnership,
trust or estate, and certain cooperatives and, except as may be provided in
Treasury Regulations, persons holding interests in pass-through entities as a
nominee for another Person.)

         5. The Transferee has reviewed the provisions of Section 5.02(c) of the
Agreement (attached hereto as Exhibit 2 and incorporated herein by reference)
and understands the legal consequences of the acquisition of an Ownership
Interest in the Certificate including, without limitation, the restrictions on
subsequent Transfers and the provisions regarding voiding the Transfer and
mandatory sales. The Transferee expressly agrees to be bound by and to abide by
the provisions of Section 5.02(c) of the Agreement and the restrictions noted on
the face of the Certificate. The Transferee understands and agrees that any
breach of any of the representations included herein shall render the Transfer
to the Transferee contemplated hereby null and void.

         6. The Transferee agrees to require a Transfer Affidavit from any
Person to whom the Transferee attempts to Transfer its Ownership Interest in the
Certificate, and in connection with any Transfer by a Person for whom the
Transferee is acting as nominee, trustee or agent, and the Transferee will not
Transfer its Ownership Interest or cause any Ownership Interest to be
Transferred to any Person that the Transferee knows is not a Permitted
Transferee. In connection with any such Transfer by the Transferee, the
Transferee agrees to deliver to the Trustee a certificate substantially in the
form set forth as EXHIBIT J to the Agreement (a "Transferor Certificate") to the
effect that such Transferee has no actual knowledge that the Person to which the
Transfer is to be made is not a Permitted Transferee.

         7. The Transferee does not have the intention to impede the assessment
or collection of any tax legally required to be paid with respect to the
Certificate.

         8. The Transferee's taxpayer identification number is [_____________].

         9. The Transferee is a United States Person.

         10. The Transferee is aware that the Certificate may be a "noneconomic
residual interest" within the meaning of proposed Treasury regulations
promulgated pursuant to the Code and that the transferor of a noneconomic
residual interest will remain liable for any taxes due with respect to the
income on such residual interest, unless no significant purpose of the transfer
was to impede the assessment or collection of tax.

         11. The Transferee is (a) not an employee benefit plan that is subject
to ERISA or a plan that is subject to Section 4975 of the Code, and the
Transferee is not acting on behalf of such a plan or (b) an employee benefit
plan that is subject to ERISA or a plan that is subject to Section 4975 of


                                       J-2

<PAGE>



the Code, and the Transferee is not acting on behalf of such a plan and will
provide an Opinion of Counsel in accordance with the provisions of Agreement .

                                      * * *


                                       J-3

<PAGE>




         IN WITNESS WHEREOF, the Transferee has caused this instrument to be
executed on its behalf, pursuant to authority of its Board of Directors, by its
duly authorized officer and its corporate seal to be hereunto affixed, duly
attested, this day of , 20 .

                                            _________________________
                                            Print Name of Transferee

                                            By:_____________________________
                                               Name:
                                               Title:

[Corporate Seal]

ATTEST:


_____________________
[Assistant] Secretary

         Personally appeared before me the above-named , known or proved to me
to be the same person who executed the foregoing instrument and to be the of the
Transferee, and acknowledged that he executed the same as his free act and deed
and the free act and deed of the Transferee.

         Subscribed and sworn before me this ____ day of ______________, 20__.



                                     ___________________________
                                     NOTARY PUBLIC

                                     My Commission expires the _____  day of
                                     ________________________, 20____.




                                       J-4

<PAGE>



                                    EXHIBIT 1
                                       to
                                    EXHIBIT J


Certain Definitions
-------------------

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

         "Permitted Transferee": Any person other than (i) the United States,
any State or political subdivision thereof, or any agency or instrumentality of
any of the foregoing, (ii) a foreign government, International Organization or
any agency or instrumentality of either of the foregoing, (iii) an organization
(except certain farmers' cooperatives described in section 521 of the Code)
which is exempt from tax imposed by Chapter 1 of the Code (including the tax
imposed by section 511 of the Code on unrelated business taxable income) on any
excess inclusions (as defined in section 860E(c)(1) of the Code) with respect to
any Residual Certificate, (iv) rural electric and telephone cooperatives
described in section 1381(a)(2)(C) of the Code, (v) a Person that is not a
citizen or resident of the United States, a corporation, partnership, or other
entity created or organized in or under the laws of the United States, any State
thereof or the District of Columbia, or an estate whose income from sources
without the United States is includible in gross income for federal income tax
purposes regardless of its connection with the conduct of a trade or business
within the United States or a trust if a court within the United States is able
to exercise primary supervision over the administration of the trust and one or
more United States persons have the authority to control all substantial
decisions of the trust unless such Person has furnished the transferor and the
Trustee with a duly completed Internal Revenue Service Form 4224 or successor
form, and (vi) any other Person so designated by the Depositor based upon an
Opinion of Counsel that the Transfer of an Ownership Interest in a Residual
Certificate to such Person may cause the Trust Fund hereunder to fail to qualify
as a REMIC at any time that the Certificates are outstanding. The terms "United
States," "State" and "International Organization" shall have the meanings set
forth in section 7701 of the Code or successor provisions. A corporation will
not be treated as an instrumentality of the United States or of any State or
political subdivision thereof for these purposes if all of its activities are
subject to tax and, with the exception of the Federal Home Loan Mortgage
Corporation, a majority of its board of directors is not selected by such
government unit.

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

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



                                      J-1-1

<PAGE>



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

                                    EXHIBIT 2
                                       to
                                    EXHIBIT J

                        Section 5.02(c) of the Agreement
                        --------------------------------

         [TO BE INSERTED WHEN POOLING AND SERVICING AGREEMENT FINALIZED]


                                      J-2-1

<PAGE>



                                    EXHIBIT K

                         FORM OF TRANSFEROR CERTIFICATE

__________, 200__

Credit Suisse First Boston Mortgage Securities Corp.
11 Madison Avenue, 4th Floor
New York, New York 10010
Attention:  Helaine Hebble

The Chase Manhattan Bank
450 West 33rd Street, 16th Floor
New York, New York 10001


                  Re:      Credit Suisse First Boston Mortgage Securities Corp.,
                           CSFB Trust Series 2001-S15 CSFB Mortgage Pass-Through
                           Certificates, Series 2001-S15, Class [___]
                           -----------------------------------------------------

Ladies and Gentlemen:

                  In connection with our disposition of the above Certificates
we certify that (a) we understand that the Certificates have not been registered
under the Securities Act of 1933, as amended (the "Act"), and are being disposed
by us in a transaction that is exempt from the registration requirements of the
Act, (b) we have not offered or sold any Certificates to, or solicited offers to
buy any Certificates from, any person, or otherwise approached or negotiated
with any person with respect thereto, in a manner that would be deemed, or taken
any other action which would result in, a violation of Section 5 of the Act and
(c) to the extent we are disposing of a Class A-R Certificate, we have no
knowledge the Transferee is not a Permitted Transferee.

                                                     Very truly yours,

                                                     ___________________________
                                                     Print Name of Transferor

                                                     By:________________________
                                                            Authorized Officer






                                       K-1

<PAGE>



                                    EXHIBIT L

                    FORM OF INVESTMENT LETTER (NON-RULE 144A)

__________, 200__

Credit Suisse First Boston Mortgage Securities Corp.
11 Madison Avenue, 4th Floor
New York, New York 10010
Attention:  Helaine Hebble

The Chase Manhattan Bank
450 West 33rd  Street, 16th Floor
New York, New York 10001

      Re: Credit Suisse First Boston Mortgage Securities Corp.,
          CSFB Trust Series 2001-S15
          CSFB Mortgage Pass-Through Certificates, Series 2001-S15, Class [___]
          ---------------------------------------------------------------------

Ladies and Gentlemen:

                  In connection with our acquisition of the above Certificates
we certify that (a) we understand that the Certificates are not being registered
under the Securities Act of 1933, as amended (the "Act"), or any state
securities laws and are being transferred to us in a transaction that is exempt
from the registration requirements of the Act and any such laws, (b) we are an
"accredited investor," as defined in Regulation D under the Act, and have such
knowledge and experience in financial and business matters that we are capable
of evaluating the merits and risks of investments in the Certificates, (c) we
have had the opportunity to ask questions of and receive answers from the
Depositor concerning the purchase of the Certificates and all matters relating
thereto or any additional information deemed necessary to our decision to
purchase the Certificates, (d) either (i) we are not an employee benefit plan
that is subject to the Employee Retirement Income Security Act of 1974, as
amended, or a plan or arrangement that is subject to Section 4975 of the
Internal Revenue Code of 1986, as amended, nor are we acting on behalf of any
such plan or arrangement nor are we using the assets of any such plan or
arrangement to effect such acquisition or (ii) if we are an insurance company, a
representation that we are an insurance company which is purchasing such
Certificates with funds contained in an "insurance company general account" (as
such term is defined in Section V(e) of Prohibited Transaction Class Exemption
95-60 ("PTCE 95-60")) and that the purchase and holding of such Certificates are
covered under PTCE 95-60, (e) if an insurance company, we are purchasing the
Certificates with funds contained in an "insurance company general account" (as
defined in Section V(e) of Prohibited Transaction Class Exemption 95-60 ("PTCE
95-60")) and our purchase and holding of the Certificates are covered under PTCE
95-60, (f) we are acquiring the Certificates for investment for our own account
and not with a view to any distribution of such Certificates (but without
prejudice to our right at all times to sell or otherwise dispose of the


                                       L-1

<PAGE>



Certificates in accordance with clause (h) below), (g) we have not offered or
sold any Certificates to, or solicited offers to buy any Certificates from, any
person, or otherwise approached or negotiated with any person with respect
thereto, or taken any other action which would result in a violation of Section
5 of the Act, and (h) we will not sell, transfer or otherwise dispose of any
Certificates unless (1) such sale, transfer or other disposition is made
pursuant to an effective registration statement under the Act or is exempt from
such registration requirements, and if requested, we will at our expense provide
an opinion of counsel satisfactory to the addressees of this Certificate that
such sale, transfer or other disposition may be made pursuant to an exemption
from the Act, (2) the purchaser or transferee of such Certificate has executed
and delivered to you a certificate to substantially the same effect as this
certificate, and (3) the purchaser or transferee has otherwise complied with any
conditions for transfer set forth in the Pooling and Servicing Agreement.

                                              Very truly yours,

                                              ____________________________
                                              Print Name of Transferee

                                              By:_________________________
                                                   Authorized Officer




                                       L-2

<PAGE>



                                    EXHIBIT M

                            FORM OF RULE 144A LETTER

____________, 200__

Credit Suisse First Boston Mortgage Securities Corp.
11 Madison Avenue, 4th Floor
New York, New York  10010
Attention:  Helaine Hebble

The Chase Manhattan Bank
450 West 33rd  Street, 16th Floor
New York, New York  10001

       Re: Credit Suisse First Boston Mortgage Securities Corp.,
           CSFB Trust Series 2001-S15
           CSFB Mortgage Pass-Through Certificates, Series 2001-S15, Class [___]
           ---------------------------------------------------------------------

Ladies and Gentlemen:

                  In connection with our acquisition of the above Certificates
we certify that (a) we understand that the Certificates are not being registered
under the Securities Act of 1933, as amended (the "Act"), or any state
securities laws and are being transferred to us in a transaction that is exempt
from the registration requirements of the Act and any such laws, (b) we have
such knowledge and experience in financial and business matters that we are
capable of evaluating the merits and risks of investments in the Certificates,
(c) we have had the opportunity to ask questions of and receive answers from the
Depositor concerning the purchase of the Certificates and all matters relating
thereto or any additional information deemed necessary to our decision to
purchase the Certificates, (d) we are not an employee benefit plan that is
subject to the Employee Retirement Income Security Act of 1974, as amended, or a
plan or arrangement that is subject to Section 4975 of the Internal Revenue Code
of 1986, as amended, nor are we acting on behalf of any such plan or arrangement
nor using the assets of any such plan or arrangement to effect such acquisition,
(e) if an insurance company, we are purchasing the Certificates with funds
contained in an "insurance company general account" (as defined in Section V(e)
of Prohibited Transaction Class Exemption 95-60 ("PTCE 95-60")) and our purchase
and holding of the Certificates are covered under PTCE 95-60, (f) we have not,
nor has anyone acting on our behalf offered, transferred, pledged, sold or
otherwise disposed of the Certificates, any interest in the Certificates or any
other similar security to, or solicited any offer to buy or accept a transfer,
pledge or other disposition of the Certificates, any interest in the
Certificates or any other similar security from, or otherwise approached or
negotiated with respect to the Certificates, any interest in the Certificates or
any other similar security with, any person in any manner, or made any general
solicitation by means of general advertising or in any other manner, or taken
any other action, that would constitute a distribution of the Certificates under


                                       M-1

<PAGE>



the Act or that would render the disposition of the Certificates a violation of
Section 5 of the Act or require registration pursuant thereto, nor will act, nor
has authorized or will authorize any person to act, in such manner with respect
to the Certificates, (g) we are a "qualified institutional buyer" as that term
is defined in Rule 144A under the Act ("Rule 144A") and have completed either of
the forms of certification to that effect attached hereto as Annex 1 or Annex 2,
(h) we are aware that the sale to us is being made in reliance on Rule 144A, and
(i) we are acquiring the Certificates for our own account or for resale pursuant
to Rule 144A and further, understand that such Certificates may be resold,
pledged or transferred only (A) to a person reasonably believed to be a
qualified institutional buyer that purchases for its own account or for the
account of a qualified institutional buyer to whom notice is given that the
resale, pledge or transfer is being made in reliance on Rule 144A, or (B)
pursuant to another exemption from registration under the Act.

                                                     Very truly yours,

                                                     ___________________________
                                                     Print Name of Transferee

                                                     By:________________________
                                                          Authorized Officer






                                       M-2

<PAGE>



ANNEX 1 TO EXHIBIT M

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
            --------------------------------------------------------

          [For Transferees Other Than Registered Investment Companies]

                  The undersigned (the "Buyer") hereby certifies as follows to
the parties listed in the Rule 144A Transferee Certificate to which this
certification relates with respect to the Certificates described therein:

                  1. As indicated below, the undersigned is the President, Chief
Financial Officer, Senior Vice President or other executive officer of the
Buyer.

                  2. In connection with purchases by the Buyer, the Buyer is a
"qualified institutional buyer" as that term is defined in Rule 144A under the
Securities Act of 1933, as amended ("Rule 144A") because (i) the Buyer owned
and/or invested on a discretionary basis $ 1 in securities (except for the
excluded securities referred to below) as of the end of the Buyer's most recent
fiscal year (such amount being calculated in accordance with Rule 144A and (ii)
the Buyer satisfies the criteria in the category marked below.

                  ___ CORPORATION, ETC. The Buyer is a corporation (other than a
                  bank, savings and loan association or similar institution),
                  Massachusetts or similar business trust, partnership, or
                  charitable organization described in Section 501(c)(3) of the
                  Internal Revenue Code of 1986, as amended.

                  ___ BANK. The Buyer (a) is a national bank or banking
                  institution organized under the laws of any State, territory
                  or the District of Columbia, the business of which is
                  substantially confined to banking and is supervised by the
                  State or territorial banking commission or similar official or
                  is a foreign bank or equivalent institution, and (b) has an
                  audited net worth of at least $25,000,000 as demonstrated in
                  its latest annual financial statements, a copy of which is
                  attached hereto.

                  ___ SAVINGS AND LOAN. The Buyer (a) is a savings and loan
                  association, building and loan association, cooperative bank,
                  homestead association or similar institution, which is
                  supervised and examined by a State or Federal authority having
                  supervision over any such institutions or is a foreign savings
                  and loan association or equivalent institution and (b) has an
                  audited net worth of at least $25,000,000 as demonstrated in
                  its latest annual financial statements, a copy of which is
                  attached hereto.

--------

1        Buyer must own and/or invest on a discretionary basis at lease
         $100,000,000 in securities unless Buyer is a dealer, and, in that case,
         Buyer must own and/or invest on a discretionary basis at least
         $10,000,000 in securities.


                                      M-1-1

<PAGE>



                  ___ BROKER-DEALER. The Buyer is a dealer registered pursuant
                  to Section 15 of the Securities Exchange Act of 1934.

                  ___ INSURANCE COMPANY. The Buyer is an insurance company whose
                  primary and predominant business activity is the writing of
                  insurance or the reinsuring of risks underwritten by insurance
                  companies and which is subject to supervision by the insurance
                  commissioner or a similar official or agency of a State,
                  territory or the District of Columbia.

                  ___ STATE OR LOCAL PLAN. The Buyer is a plan established and
                  maintained by a State, its political subdivisions, or any
                  agency or instrumentality of the State or its political
                  subdivisions, for the benefit of its employees.

                  ___ ERISA PLAN. The Buyer is an employee benefit plan within
                  the meaning of Title I of the Employee Retirement Income
                  Security Act of 1974.

                  ___ INVESTMENT ADVISOR. The Buyer is an investment advisor
                  registered under the Investment Advisors Act of 1940.

                  ___ SMALL BUSINESS INVESTMENT COMPANY. Buyer is a small
                  business investment company licensed by the U.S. Small
                  Business Administration under Section 301(c) or (d) of the
                  Small Business Investment Act of 1958.

                  ___ BUSINESS DEVELOPMENT COMPANY. Buyer is a business
                  development company as defined in Section 202(a)(22) of the
                  Investment Advisors Act of 1940.

                  3. The term "securities" as used herein does not include (i)
securities of issuers that are affiliated with the Buyer, (ii) securities that
are part of an unsold allotment to or subscription by the Buyer, if the Buyer is
a dealer, (iii) securities issued or guaranteed by the U.S. or any
instrumentality thereof, (iv) bank deposit notes and certificates of deposit,
(v) loan participations, (vi) repurchase agreements, (vii) securities owned but
subject to a repurchase agreement and (viii) currency, interest rate and
commodity swaps.

                  4. For purposes of determining the aggregate amount of
securities owned and/or invested on a discretionary basis by the Buyer, the
Buyer used the cost of such securities to the Buyer and did not include any of
the securities referred to in the preceding paragraph, except (i) where the
Buyer reports its securities holdings in its financial statements on the basis
of their market value, and (ii) no current information with respect to the cost
of those securities has been published. If clause (ii) in the preceding sentence
applies, the securities may be valued at market. Further, in determining such
aggregate amount, the Buyer may have included securities owned by subsidiaries
of the Buyer, but only if such subsidiaries are consolidated with the Buyer in
its financial statements prepared in accordance with generally accepted
accounting principles and if the investments of such subsidiaries are managed
under the Buyer's direction. However, such securities were not included if the
Buyer


                                      M-1-2

<PAGE>



is a majority-owned, consolidated subsidiary of another enterprise and the Buyer
is not itself a reporting company under the Securities Exchange Act of 1934, as
amended.

                  5. The Buyer acknowledges that it is familiar with Rule 144A
and understands that the seller to it and other parties related to the
Certificates are relying and will continue to rely on the statements made herein
because one or more sales to the Buyer may be in reliance on Rule 144A.

                  6. Until the date of purchase of the Rule 144A Securities, the
Buyer will notify each of the parties to which this certification is made of any
changes in the information and conclusions herein. Until such notice is given,
the Buyer's purchase of the Certificates will constitute a reaffirmation of this
certification as of the date of such purchase. In addition, if the Buyer is a
bank or savings and loan is provided above, the Buyer agrees that it will
furnish to such parties updated annual financial statements promptly after they
become available.


                                                     ___________________________
                                                             Print Name of Buyer

                                                     By:________________________
                                                          Name:
                                                          Title:

                                                     Date:______________________





                                      M-1-3

<PAGE>



ANNEX 2 TO EXHIBIT M

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
            --------------------------------------------------------

           [For Transferees That are Registered Investment Companies]

                  The undersigned (the "Buyer") hereby certifies as follows to
the parties listed in the Rule 144A Transferee Certificate to which this
certification relates with respect to the Certificates described therein:

                  1. As indicated below, the undersigned is the President, Chief
Financial Officer or Senior Vice President of the Buyer or, if the Buyer is a
"qualified institutional buyer" as that term is defined in Rule 144A under the
Securities Act of 1933, as amended ("Rule 144A") because Buyer is part of a
Family of Investment Companies (as defined below), is such an officer of the
Adviser.

                  2. In connection with purchases by Buyer, the Buyer is a
"qualified institutional buyer" as defined in SEC Rule 144A because (i) the
Buyer is an investment company registered under the Investment Company Act of
1940, as amended and (ii) as marked below, the Buyer alone, or the Buyer's
Family of Investment Companies, owned at least $100,000,000 in securities (other
than the excluded securities referred to below) as of the end of the Buyer's
most recent fiscal year. For purposes of determining the amount of securities
owned by the Buyer or the Buyer's Family of Investment Companies, the cost of
such securities was used, except (i) where the Buyer or the Buyer's Family of
Investment Companies reports its securities holdings in its financial statements
on the basis of their market value, and (ii) no current information with respect
to the cost of those securities has been published. If clause (ii) in the
preceding sentence applies, the securities may be valued at market.

                  ___ The Buyer owned $ in securities (other than the excluded
                  securities referred to below) as of the end of the Buyer's
                  most recent fiscal year (such amount being calculated in
                  accordance with Rule 144A).

                  ___ The Buyer is part of a Family of Investment Companies
                  which owned in the aggregate $ in securities (other than the
                  excluded securities referred to below) as of the end of the
                  Buyer's most recent fiscal year (such amount being calculated
                  in accordance with Rule 144A).

                  3. The term "FAMILY OF INVESTMENT COMPANIES" as used herein
means two or more registered investment companies (or series thereof) that have
the same investment adviser or investment advisers that are affiliated (by
virtue of being majority owned subsidiaries of the same parent or because one
investment adviser is a majority owned subsidiary of the other).

                  4. The term "SECURITIES" as used herein does not include (i)
securities of issuers that are affiliated with the Buyer or are part of the
Buyer's Family of Investment Companies, (ii)


                                      M-2-1

<PAGE>



securities issued or guaranteed by the U.S. or any instrumentality thereof,
(iii) bank deposit notes and certificates of deposit, (iv) loan participations,
(v) repurchase agreements, (vi) securities owned but subject to a repurchase
agreement and (vii) currency, interest rate and commodity swaps.

                  5. The Buyer is familiar with Rule 144A and understands that
the parties listed in the Rule 144A Transferee Certificate to which this
certification relates are relying and will continue to rely on the statements
made herein because one or more sales to the Buyer will be in reliance on Rule
144A. In addition, the Buyer will only purchase for the Buyer's own account.

                  6. Until the date of purchase of the Certificates, the
undersigned will notify the parties listed in the Rule 144A Transferee
Certificate to which this certification relates of any changes in the
information and conclusions herein. Until such notice is given, the Buyer's
purchase of the Certificates will constitute a reaffirmation of this
certification by the undersigned as of the date of such purchase.


                                         ______________________________
                                         Print Name of Buyer or Adviser

                                         By:___________________________
                                           Name:
                                           Title:

                                         IF AN ADVISER:

                                         ______________________________
                                         Print Name of Buyer

                                         Date:_________________________






                                      M-2-2

<PAGE>



                                    EXHIBIT N

                               REQUEST FOR RELEASE
                                  (for Trustee)

              CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
                           CSFB Trust Series 2001-S15
            CSFB Mortgage Pass-Through Certificates, Series 2001-S15

Loan Information
----------------

         Name of Mortgagor:             _____________________________

         Servicer
         Loan No.:                      _____________________________

Trustee
-------

         Name:

         Address:                       _____________________________
                                        _____________________________
                                        _____________________________
         Trustee
         Mortgage File No.:

         The undersigned Servicer hereby acknowledges that it has received from
Bank One, National Association, as Custodian for the Holders of Mortgage
Pass-Through Certificates, of the above-referenced Series, the documents
referred to below (the "Documents"). All capitalized terms not otherwise defined
in this Request for Release shall have the meanings given them in the Pooling
and Servicing Agreement (the "Pooling and Servicing Agreement") relating to the
above-referenced Series among Credit Suisse First Boston Mortgage Securities
Corp. as depositor, DLJ Mortgage Capital, Inc. as seller ("DLJMC"), Wilshire
Credit Corporation as servicer ("Wilshire"), Vesta Servicing, L.P. as special
servicer ("Vesta") and The Chase Manhattan Bank as trustee (the "Trustee").

 ( )     Mortgage Note dated ____________, _______, in the original principal
         sum of $__________, made by ________. payable to, or endorsed to the
         order of, the Trustee.

( )      Mortgage recorded on _________________ as instrument no.
         _____________________ in the County Recorder's Office of the County of
         ___________________, State of _______________ in book/reel/docket
         ________________ of official records at page/image ________________.



                                       N-1

<PAGE>



( )      Deed of Trust recorded on __________________ as instrument no.
         _________________ in the County Recorder's Office of the County of
         ________________, State of _______________ in book/reel/docket
         ___________________________ of official records at page/image
         ________________.

( )      Assignment of Mortgage or Deed of Trust to the Trustee, recorded on
         _________________ as instrument no. ____________ in the County
         Recorder's Office of the County of __________, State of ___ in
         book/reel/docket _______________ of official records at page/image
         _______________.

( )      Other documents, including any amendments, assignments or other
         assumptions of the Mortgage Note or Mortgage.

         ( )

         ( )

         ( )

         ( )

         The undersigned Servicer hereby acknowledges and agrees as follows:

                  (1) Such Servicer shall hold and retain possession of the
                  Documents in trust for the benefit of the Trustee, solely for
                  the purposes provided in the Agreement.

                  (2) Such Servicer shall not cause or knowingly permit the
                  Documents to become subject to, or encumbered by, any claim,
                  liens, security interest, charges, writs of attachment or
                  other impositions nor shall the Servicer, if applicable,
                  assert or seek to assert any claims or rights of setoff to or
                  against the Documents or any proceeds thereof.

                  (3) Such Servicer shall return each and every Document
                  previously requested from the Mortgage File to the Custodian
                  when the need therefor no longer exists, unless the Mortgage
                  Loan relating to the Documents has been liquidated and the
                  proceeds thereof have been remitted to the Certificate Account
                  and except as expressly provided in the Agreement.

                  (4) The Documents and any proceeds thereof, including any
                  proceeds of proceeds, coming into the possession or control of
                  such Servicer shall at all times be earmarked for the account
                  of the Custodian, and such Servicer shall keep the Documents
                  and any proceeds separate and distinct from all other property
                  in such Servicer's possession, custody or control.




                                       N-2

<PAGE>



                                                     [Servicer]

                                                     By_________________________

                                                     Its________________________

Date: _________________, 20__



                                       N-3

<PAGE>



                                    EXHIBIT O

                      FORM OF SUBSEQUENT TRANSFER AGREEMENT

         THIS SUBSEQUENT TRANSFER AGREEMENT, dated as of [____________], 2001
(this "Subsequent Transfer Agreement"), among CREDIT SUISSE FIRST BOSTON
MORTGAGE SECURITIES CORP., a Delaware corporation, as depositor (the
"Depositor"), DLJ MORTGAGE CAPITAL, INC., a Delaware corporation, in its
capacity as seller under the Pooling and Servicing Agreement referred to below
(the "Seller"), and THE CHASE MANHATTAN BANK, a national banking association, as
trustee (the "Trustee");

         WHEREAS, the parties hereto are also among the parties to the Pooling
and Servicing Agreement among Credit Suisse First Boston Mortgage Securities
Corp., as depositor, Vesta Servicing, L.P., as a special servicer, Wilshire
Credit Corporation, as a servicer, DLJ Mortgage Capital, Inc., as seller and The
Chase Manhattan Bank, as trustee, dated as of July 1, 2001 (the "Pooling and
Servicing Agreement"), in relation to the CSFB Mortgage Pass-Through
Certificates, Series 2001-S15;

         WHEREAS, Sections 2.01(f) of the Pooling and Servicing Agreement
provides for the parties hereto to enter into this Subsequent Transfer Agreement
in accordance with the terms and conditions of the Pooling and Servicing
Agreement;

         NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration the receipt and adequacy of which are hereby acknowledged
the parties hereto agree as follows:

         (i) The "Subsequent Transfer Date" with respect to this Subsequent
Transfer Agreement shall be [_______________], 2001.

         (ii) The "Aggregate Subsequent Purchase Amount" with respect to this
Subsequent Transfer Agreement shall be $[_____________], provided, however, that
such amount shall not exceed the amount on deposit in the Prefunding Account.

         (iii) The Subsequent Mortgage Loans conveyed on the Subsequent Transfer
Date shall satisfy the pool characteristics for the Trust Fund identified in
Section 2.01(f) of the Pooling and Servicing Agreement.

         (iv) In case any provision of this Subsequent Transfer Agreement shall
be invalid, illegal or unenforceable, the validity, legality and enforceability
of the remaining provisions or obligations shall not in any way be affected or
impaired thereby.

         (v) In the event of any conflict between the provisions of this
Subsequent Transfer Agreement and the Pooling and Servicing Agreement, the
provisions of the Pooling and Servicing


                                       O-1

<PAGE>



Agreement shall prevail. Capitalized terms used herein and not otherwise defined
have the meanings in the Pooling and Servicing Agreement.

         (vi) The Seller hereby sells, transfers, assigns, sets over and
otherwise conveys to the Depositor, without recourse, all right title and
interest in the Subsequent Mortgage Loans identified in Schedule A, including
all interest and principal due on or with respect to such Subsequent Mortgage
Loans on or after the Subsequent Cut-off Date and all interest and principal
payments on such Subsequent Mortgage Loans received prior to the Subsequent
Cut-off Date in respect of installments of interest and principal due
thereafter, but not including principal and interest due on such Subsequent
Mortgage Loans prior to the Subsequent Cut-off Date, any insurance policies in
respect of such Subsequent Mortgage Loans and all proceeds of any of the
foregoing.

         (vii) This Subsequent Transfer Agreement shall be governed by, and
shall be construed and enforced in accordance with the laws of the State of New
York.

         (viii) The Subsequent Transfer Agreement may be executed in one or more
counterparts, each of which so executed and delivered shall be deemed an
original, but all such counterparts together shall constitute but one and the
same instrument.



                                       O-2

<PAGE>




          IN WITNESS WHEREOF, the parties to this Subsequent Transfer Agreement
have caused their names to be signed hereto by their respective officers
thereunto duly authorized as of the day and year first above written.

                                  CREDIT SUISSE FIRST BOSTON
                                  MORTGAGE SECURITIES CORP.
                                  as Depositor


                                  By:____________________________
                                  Name:
                                  Title:



                                  DLJ MORTGAGE CAPITAL, INC.,
                                  as Seller


                                  By:____________________________
                                  Name:
                                  Title:



                                  THE CHASE MANHATTAN BANK,
                                  not in its individual capacity, but solely as
                                  Trustee


                                  By:____________________________
                                  Name:
                                  Title:



                                       O-3

<PAGE>




                   Schedule A to Subsequent Transfer Agreement
                       [List of Subsequent Mortgage Loans]





                                       O-4

<PAGE>



                                   EXHIBIT P-1

                        COLLECTION ACCOUNT CERTIFICATION

                                    [ ], 20__

         [Servicer's name] hereby certifies that it has established the account
described below as a Collection Account pursuant to Section 3.05 of the Pooling
and Servicing Agreement, dated as of July 1, 2001, among Credit Suisse First
Boston Mortgage Securities Corp. as depositor, DLJ Mortgage Capital, Inc. as
seller ("DLJMC"), Wilshire Credit Corporation as servicer ("Wilshire"), Vesta
Servicing, L.P. as special servicer ("Vesta") and The Chase Manhattan Bank as
trustee (the "Trustee").

Title of Account:          [Servicer's Name], in trust for the Holders of Credit
                           Suisse First Boston Mortgage Securities Corp., CSFB
                           Mortgage Pass-Through Certificates, Series 2001-S15.

Account Number:            ______________

Address of officer or branch
of the Company at
which Account is maintained:

                         ________________________
                         ________________________
                         ________________________



                         [Servicer's Name], AS SERVICER


                         By:       _________________________

                         Name:     _________________________

                         Title:    _________________________




                                      P-1-1

<PAGE>



                                   EXHIBIT P-2

                       COLLECTION ACCOUNT LETTER AGREEMENT

                                    [ ], 20__

To:       ___________________
          ___________________
          ___________________
          (the "Depository")

         As Servicer under the Pooling and Servicing Agreement, dated as of July
1, 2001, among Credit Suisse First Boston Mortgage Securities Corp. as
depositor, DLJ Mortgage Capital, Inc. as seller ("DLJMC"), Wilshire Credit
Corporation as servicer ("Wilshire"), Vesta Servicing, L.P. as special servicer
("Vesta") and The Chase Manhattan Bank as trustee (the "Trustee") (the
"Agreement"), we hereby authorize and request you to establish an account, as a
Collection Account pursuant to Section 3.05 of the Agreement, to be designated
as "[Servicer's Name], in trust for the Holders of Credit Suisse First Boston
Mortgage Securities Corp., CSFB Mortgage Pass-Through Certificates, Series
2001-S15." All deposits in the account shall be subject to withdrawal therefrom
by order signed by the Servicer. This letter is submitted to you in duplicate.
Please execute and return one original to us.

                                         [Servicer's Name], AS SERVICER


                                         By:    _______________________

                                         Name:  _______________________

                                         Title: _______________________

                                         Date:  _______________________



                                      P-2-1

<PAGE>



The undersigned, as Depository, hereby certifies that the above described
account has been established under Account Number _________ at the office of the
Depository indicated above and agrees to honor withdrawals on such account as
provided above. The full amount deposited at any time in the account will be
insured up to applicable limits by the Federal Deposit Insurance Corporation
through the Bank Insurance Fund ("BIF") or the Savings Association Insurance
Fund ("SAIF").

                                            ________________________________
                                                     Depository

                                         By:    _______________________

                                         Name:  _______________________

                                         Title: _______________________

                                         Date:  _______________________




                                      P-2-2

<PAGE>



                                   EXHIBIT Q-1

                          ESCROW ACCOUNT CERTIFICATION

                                    [ ], 20__

         [Servicer's Name] hereby certifies that it has established the account
described below as an Escrow Account pursuant to Section 3.06 of the Pooling and
Servicing Agreement, dated as of July 1, 2001, among Credit Suisse First Boston
Mortgage Securities Corp. as depositor, DLJ Mortgage Capital, Inc. as seller
("DLJMC"), Wilshire Credit Corporation as servicer ("Wilshire"), Vesta
Servicing, L.P. as special servicer ("Vesta") and The Chase Manhattan Bank as
trustee (the "Trustee").

Title of Account:          "Credit Suisse First Boston Mortgage Securities
                           Corp., CSFB Mortgage Pass-Through Certificates,
                           Series 2001-S15"

Account Number:            __________________________

Address of officer or branch
of the Company at
which Account is maintained:

                              __________________________

                              __________________________

                              __________________________



                              [SERVICER'S NAME], AS SERVICER


                              By:    __________________________________

                              Name:  __________________________________

                              Title: __________________________________




                                      Q-1-1

<PAGE>



                                   EXHIBIT Q-2

                         ESCROW ACCOUNT LETTER AGREEMENT

                                    [ ], 20__


To:  ________________________
     ________________________
     ________________________
         (the "Depository")

         As Servicer under the Pooling and Servicing Agreement, dated as of July
1, 2001, among Credit Suisse First Boston Mortgage Securities Corp. as
depositor, DLJ Mortgage Capital, Inc. as seller ("DLJMC"), Wilshire Credit
Corporation as servicer ("Wilshire"), Vesta Servicing, L.P. as special servicer
("Vesta") and The Chase Manhattan Bank as trustee (the "Trustee") (the
"Agreement"), we hereby authorize and request you to establish an account, as an
Escrow Account pursuant to Section 3.06 of the Agreement, to be designated as
"Credit Suisse First Boston Mortgage Securities Corp., Mortgage Pass-Through
Certificates, Series 2001-S15" All deposits in the account shall be subject to
withdrawal therefrom by order signed by the Servicer. This letter is submitted
to you in duplicate. Please execute and return one original to us.

[SERVICER'S NAME], AS SERVICER


By:       ________________________

Name:     ________________________

Title:    ________________________

Date:     ________________________




                                      Q-2-1

<PAGE>



The undersigned, as Depository, hereby certifies that the above described
account has been established under Account Number ________________ at the office
of the Depository indicated above and agrees to honor withdrawals on such
account as provided above. The full amount deposited at any time in the account
will be insured up to applicable limits by the Federal Deposit Insurance
Corporation through the Bank Insurance Fund ("BIF") or the Savings Association
Insurance Fund ("SAIF").

________________________
         Depository

By:       ________________________

Name:     ________________________

Title:    ________________________

Date:     ________________________




                                      Q-2-2

<PAGE>



                                    EXHIBIT R

                            MONTHLY REMITTANCE ADVICE

1) Standard CPI Reports:

         T62C-Monthly Accounting Report
         T62E-Liquidation Report
         S50Y-Private Pool Detail Report
         S214-Summary of Paid in Full Collections
         S215-Summary of Collections
         P139-Trial Balance

2) Standard CPI Tape Format:

         SPNB Scheduled Balance Tape
         SPNB Determination Diskette/P45K

At such times as [_______________] is no longer the Servicer of the [________]
Mortgage Loans under the Agreement, the Monthly Remittance Advice also shall
include: (i) the aggregate Excess Servicing Fee to be remitted to
[___________________] on the Distribution Date, (ii) the aggregate Prepayment
Penalties collected by the Servicer of such loans during the preceding calendar
month, and (iii) a list of the Mortgage Loans for which Prepayment Penalties are
being remitted (including with respect to each related Mortgage Loan, the loan
number, borrower name and dollar amount of Prepayment Penalties collected for
such Mortgage Loan).




                                       R1

<PAGE>



                                    EXHIBIT S

                               CUSTODIAL AGREEMENT





<PAGE>



                                    EXHIBIT T

                      FORM OF CERTIFICATE INSURANCE POLICY

                            (Available Upon Request)



                                       T-1

<PAGE>



                                    EXHIBIT U

                              POOL INSURANCE POLICY

                            (Available Upon Request)



                                       U-1

<PAGE>



                                    EXHIBIT V

                         SPECIAL HAZARD INSURANCE POLICY

                            (Available Upon Request)


                                       V-1

<PAGE>



                                   SCHEDULE I

                             MORTGAGE LOAN SCHEDULE

                            (Available Upon Request)



                                       I-1

<PAGE>



                                   SCHEDULE II

                     SELLER'S REPRESENTATIONS AND WARRANTIES

       (i) the Seller is a corporation duly organized, validly existing and in
good standing under the laws of the state of its incorporation;

      (ii) the Seller has full corporate power to own its property, to carry on
its business as presently conducted and to enter into and perform its
obligations under this Agreement;

     (iii) the execution and delivery by the Seller of this Agreement have been
duly authorized by all necessary corporate action on the part of the Seller; and
neither the execution and delivery of this Agreement, nor the consummation of
the transactions herein contemplated hereby, nor compliance with the provisions
hereof, will conflict with or result in a breach of, or constitute a default
under, any of the provisions of any law, governmental rule, regulation,
judgment, decree or order binding on the Seller or its properties or the
certificate of incorporation or by-laws of the Seller, except those conflicts,
breaches or defaults which would not reasonably be expected to have a material
adverse effect on the Seller's ability to enter into this Agreement and to
consummate the transactions contemplated hereby;

      (iv) the execution, delivery and performance by the Seller of this
Agreement and the consummation of the transactions contemplated hereby do not
require the consent or approval of, the giving of notice to, the registration
with, or the taking of any other action in respect of, any state, federal or
other governmental authority or agency, except those consents, approvals,
notices, registrations or other actions as have already been obtained, given or
made and, in connection with the recordation of the Mortgages, powers of
attorney or assignments of Mortgages not yet completed;

       (v) this Agreement has been duly executed and delivered by the Seller
and, assuming due authorization, execution and delivery by the Trustee, the
Servicer and the Depositor, constitutes a valid and binding obligation of the
Seller enforceable against it in accordance with its terms (subject to
applicable bankruptcy and insolvency laws and other similar laws affecting the
enforcement of the rights of creditors generally); and

      (vi) to the knowledge of the Seller, there are no actions, litigation,
suits or proceedings pending or threatened against the Seller before or by any
court, administrative agency, arbitrator or governmental body (i) with respect
to any of the transactions contemplated by this Agreement or (ii) with respect
to any other matter which in the judgment of the Seller if determined adversely
to the Seller would reasonably be expected to materially and adversely affect
the Seller's ability to perform its obligations under this Agreement; and the
Seller is not in default with respect to any order of any court, administrative
agency, arbitrator or governmental body so as to materially and adversely affect
the transactions contemplated by this Agreement



                                      II-1

<PAGE>



                                  SCHEDULE III

                SPECIAL SERVICER'S REPRESENTATIONS AND WARRANTIES

         (i) the Special Servicer is a corporation duly organized, validly
existing and in good standing under the laws of the state of its incorporation;

         (ii) the Special Servicer has full corporate power to own its property,
to carry on its business as presently conducted and to enter into and perform
its obligations under this Agreement;

         (iii) the execution and deliver by the Special Servicer of this
Agreement have been duly authorized by all necessary corporate action on the
part of the Special Servicer; and neither the execution and delivery of this
Agreement, nor the consummation of the transactions herein contemplated hereby,
nor compliance with the provisions hereof, will conflict with or result in a
breach of, or constitute a default under, any of the provisions of any law,
governmental rule, regulation, judgment, decree or order binding on the Special
Servicer or its properties or the certificate of incorporation or bylaws of the
Special Servicer, except those conflicts, breaches or defaults which would not
reasonably be expected to have a material adverse effect on the Special
Servicer's ability to enter into this Agreement and to consummate the
transactions contemplated hereby;

         (iv) this Agreement has been duly executed and delivered by the Special
Servicer and, assuming due authorization, execution and delivery by the Trustee,
the Seller and the Depositor, constitutes a valid and binding obligation of the
Special Servicer enforceable against it in accordance with its terms (subject to
applicable bankruptcy and insolvency laws and other similar laws affecting the
enforcement of the rights of creditors generally); and

         (v) to the knowledge of the Special Servicer, there are no actions,
litigation, suits or proceedings pending or threatened against the Special
Servicer 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 Special Servicer if determined adversely to the Special Servicer would
reasonably be expected to materially and adversely affect the Special Servicer's
ability to perform its obligations under this Agreement, other than as Special
Servicer has previously advised Seller; and the Special Servicer is not in
default with respect to any order of any court, administrative agency,
arbitrator or governmental body so as to materially and adversely affect the
transactions contemplated by this Agreement.



                                      III-1

<PAGE>



                                   SCHEDULE IV

                    SERVICER'S REPRESENTATIONS AND WARRANTIES


         (i) the Servicer is a corporation duly organized, validly existing and
in good standing under the laws of the state of its incorporation;

         (ii) the Servicer has full corporate power to own its property, to
carry on its business as presently conducted and to enter into and perform its
obligations under this Agreement;

         (iii) the execution and deliver by the Servicer of this Agreement have
been duly authorized by all necessary corporate action on the part of the
Servicer; and neither the execution and delivery of this Agreement, nor the
consummation of the transactions herein contemplated hereby, nor compliance with
the provisions hereof, will conflict with or result in a breach of, or
constitute a default under, any of the provisions of any law, governmental rule,
regulation, judgment, decree or order binding on the Servicer or its properties
or the certificate of incorporation or bylaws of the Servicer, except those
conflicts, breaches or defaults which would not reasonably be expected to have a
material adverse effect on the Servicer's ability to enter into this Agreement
and to consummate the transactions contemplated hereby;

         (iv) this Agreement has been duly executed and delivered by the
Servicer and, assuming due authorization, execution and delivery by the Trustee,
the Seller and the Depositor, constitutes a valid and binding obligation of the
Servicer enforceable against it in accordance with its terms (subject to
applicable bankruptcy and insolvency laws and other similar laws affecting the
enforcement of the rights of creditors generally); and

         (v) to the knowledge of the Servicer, there are no actions, litigation,
suits or proceedings pending or threatened against the Servicer 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 Servicer if determined adversely
to the Servicer would reasonably be expected to materially and adversely affect
the Servicer's ability to perform its obligations under this Agreement, other
than as Servicer has previously advised Seller; and the Servicer is not in
default with respect to any order of any court, administrative agency,
arbitrator or governmental body so as to materially and adversely affect the
transactions contemplated by this Agreement.



                                      IV-1

<PAGE>




                                   SCHEDULE V

          REPRESENTATIONS AND WARRANTIES RELATING TO THE MORTGAGE LOANS

         (i) The Seller or its affiliate is the sole owner of record and holder
of the Mortgage Loan and the indebtedness evidenced by the Mortgage Note.
Immediately prior to the transfer and assignment to the Depositor on the Closing
Date, the Mortgage Loan, including the Mortgage Note and the Mortgage, were not
subject to an assignment or pledge, and the Seller had good and marketable title
to and was the sole owner thereof and had full right to transfer and sell the
Mortgage Loan to the Depositor free and clear of any encumbrance, equity, lien,
pledge, charge, claim or security interest and has the full right and authority
subject to no interest or participation of, or agreement with, any other party,
to sell and assign the Mortgage Loan and following the sale of the Mortgage
Loan, the Depositor will own such Mortgage Loan free and clear of any
encumbrance, equity, participation interest, lien, pledge, charge, claim or
security interest.

         (ii) Any and all requirements of any federal, state or local law
including, without limitation, usury, truth-in-lending, real estate settlement
procedures, consumer credit protection, equal credit opportunity or disclosure
laws applicable to the Mortgage Loan have been complied with in all material
respects.

         (iii) The terms of the Mortgage Note and the Mortgage have not been
impaired, waived, altered or modified in any respect, except by written
instruments which have been recorded to the extent any such recordation is
required by law, or, necessary to protect the interest of the Depositor. No
instrument of waiver, alteration or modification has been executed, and no
Mortgagor has been released, in whole or in part, from the terms thereof except
in connection with an assumption agreement and which assumption agreement is
part of the Mortgage File and the terms of which are reflected in the Mortgage
Loan Schedule; the substance of any such waiver, alteration or modification has
been approved by the issuer of any related Primary Insurance Policy and title
insurance policy, to the extent required by the related policies.

         (iv) The Mortgage Loan complies with all the terms, conditions and
requirements of the originator's underwriting standards in effect at the time of
origination of such Mortgage Loan.

         (v) The information set forth in the Mortgage Loan Schedule, attached
to the Agreement as Schedule I, is complete, true and correct in all material
respects as of the Cut-off Date.

         (vi) With respect to any First Mortgage Loan, the related Mortgage is a
valid, subsisting, enforceable and perfected first lien on the Mortgaged
Property and, with respect to any Second Mortgage Loan, the related Mortgage is
a valid, subsisting, enforceable and perfected second lien on the Mortgaged
Property, all buildings on the Mortgaged Property and all installations and
mechanical, electrical, plumbing, heating and air conditioning systems affixed
to such buildings, and all additions, alterations and replacements made at any
time with respect to the foregoing securing


                                       V-1

<PAGE>



the Mortgage Note's original principal balance. The Mortgage and the Mortgage
Note do not contain any evidence of any security interest or other interest or
right thereto. Such lien is free and clear of all adverse claims, liens and
encumbrances having priority over the first or second lien, as applicable, of
the Mortgage subject only to (1) with respect to any Second Mortgage Loan, the
related First Mortgage Loan, (2) the lien of non-delinquent current real
property taxes and assessments not yet due and payable, (3) covenants,
conditions and restrictions, rights of way, easements and other matters of the
public record as of the date of recording which are acceptable to mortgage
lending institutions generally and either (A) which are referred to or otherwise
considered in the appraisal made for the originator of the Mortgage Loan, or (B)
which do not adversely affect the appraised value of the Mortgaged Property as
set forth in such appraisal, and (4) other matters to which like properties are
commonly subject which do not materially interfere with the benefits of the
security intended to be provided by the Mortgage or the use, enjoyment, value or
marketability of the related Mortgaged Property. Any security agreement, chattel
mortgage or equivalent document related to and delivered in connection with the
Mortgage Loan establishes and creates (1) with respect to any First Mortgage
Loan, a valid, subsisting, enforceable and perfected first lien and first
priority security interest and (2) with respect to any second lien Mortgage
Loan, a valid, subsisting, enforceable and perfected second lien and second
priority security interest, in each case, on the property described therein, and
the Seller has the full right to sell and assign the same to the Depositor.

         (vii) There are no mechanics' or similar liens or claims which have
been filed for work, labor or material (and no rights are outstanding that under
law could give rise to such liens) affecting the related Mortgaged Property
which are or may be liens prior to or equal to the lien of the related Mortgage.

         (viii) All taxes, governmental assessments, insurance premiums, water,
sewer and municipal charges, leasehold payments or ground rents which previously
became due and owing have been paid, or escrow funds have been established in an
amount sufficient to pay for every such escrowed item which remains unpaid and
which has been assessed but is not yet due and payable.

         (ix) The Mortgage Note and the Mortgage are not subject to any right of
rescission, set-off, counterclaim or defense, including, without limitation, the
defense of usury, nor will the operation of any of the terms of the Mortgage
Note or the Mortgage, or the exercise of any right thereunder, render the
Mortgage Note or Mortgage unenforceable, in whole or in part, or subject to any
right of rescission, set-off, counterclaim or defense, including the defense of
usury, and no such right of rescission, set-off, counterclaim or defense has
been asserted with respect thereto.

         (x) The Mortgaged Property is not subject to any material damage by
waste, fire, earthquake, windstorm, flood or other casualty. At origination of
the Mortgage Loan there was, and there currently is, no proceeding pending for
the total or partial condemnation of the Mortgaged Property.




                                       V-2

<PAGE>



         (xi) All improvements subject to the Mortgage which were considered in
determining the appraised value of the Mortgaged Property lie wholly within the
boundaries and building restriction lines of the Mortgaged Property (and wholly
within the project with respect to a condominium unit) and no improvements on
adjoining properties encroach upon the Mortgaged Property except those which are
insured against by a title insurance policy and all improvements on the property
comply with all applicable zoning and subdivision laws and ordinances.

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

         (xiii) The Mortgage File contains each of the documents specified in
Section 2.01(b) of the Agreement.

         (xiv) As of the Closing Date, each Mortgage Loan shall be serviced in
all material respects in accordance with the terms of the Agreement.

         (xv) All buildings or other customarily insured improvements upon the
Mortgaged Property are insured by an insurer acceptable under the FNMA Guides,
against loss by fire, hazards of extended coverage and such other hazards as are
provided for in the FNMA Guides or by FHLMC, as well as all additional
requirements set forth in this Agreement. All such standard hazard policies are
in full force and effect and on the date of origination contained a standard
mortgagee clause naming the Seller and its successors in interest and assigns as
loss payee and such clause is still in effect and all premiums due thereon have
been paid. If at the time of origination, the Mortgage Loan was required to have
flood insurance coverage in accordance with the Flood Disaster Protection Act of
1973, as amended, such Mortgage Loan is covered by a flood insurance policy
meeting the requirements of the current guidelines of the Federal Insurance
Administration which policy conforms to FNMA and FHLMC requirements, as well as
all additional requirements set forth in this Agreement. Such policy was issued
by an insurer acceptable under FNMA or FHLMC guidelines. The Mortgage obligates
the Mortgagor thereunder to maintain all such insurance at the Mortgagor's cost
and expense, and upon the Mortgagor's failure to do so, authorizes the holder of
the Mortgage to maintain such insurance at the Mortgagor's cost and expense and
to seek reimbursement therefor from the Mortgagor.



                                       V-3

<PAGE>



         (xvi) With respect to a First or Second Mortgage Loan, the Mortgage
creates a first or second lien or a first or second priority ownership interest
in an estate in fee simple in real property securing the related Mortgage Note.

         (xvii) As of the Cut-off Date, no Mortgage Loan is (a) a non-performing
loan (i.e. a mortgage loan that is more than 90 days delinquent); (b) a
re-performing loan (i.e. a mortgage loan that was more than 90 days delinquent
within the twleve months period preceding the Cut-off Date but is contractually
current); or (c) a sub-performing loan (i.e. a mortgage loan that is at least 30
days delinquent but subject to a payment plan or agreement pursuant to which the
Mortgagor is contractually current);

         (xviii) With respect to the First Mortgage Loans included in the Trust
Fund , with respect to Group I, 57.50%, and with respect to Group II, 53.75% of
such First Mortgage Loans have a related Second Mortgage Loan included in the
Trust Fund (based on the Cut-ff Date Principal Balance).

         (xix) The Mortgage Note and the related Mortgage are original and
genuine and each is the legal, valid and binding obligation of the maker
thereof, enforceable in all respects in accordance with its terms subject to
bankruptcy, insolvency, moratorium, reorganization and other laws of general
application affecting the rights of creditors and by general equitable
principles.




                                       V-4

<PAGE>


                                   SCHEDULE VI

                          CLASS II-A-IO NOTIONAL AMOUNT


                                      VI-1