EXHIBIT 4.2





                               [NAME OF SERVICER],
                                   as Servicer



                           _____ TRUST SERIES ____-__,
                                    as Issuer


                                       and


                           [NAME OF INDENTURE TRUSTEE]
                              as Indenture Trustee


                             ______________________

                               SERVICING AGREEMENT

                         Dated as of __________ 1, ____

                             ______________________









<PAGE>



<TABLE>
<CAPTION>



                                                 TABLE OF CONTENTS

                                                                                                            PAGE
                                                                                                            ----

                                                     ARTICLE I

                                                    Definitions

<S>               <C>                                                                                            <C>
Section 1.01.     Definitions.....................................................................................1
Section 1.02.     Other Definitional Provisions...................................................................1
Section 1.03.     Interest Calculations...........................................................................2

                                                    ARTICLE II

                                          Representations and Warranties

Section 2.01.     Representations and Warranties Regarding the Servicer...........................................3
Section 2.02.     Representations and Warranties of the Issuer....................................................4
Section 2.03.     Enforcement of Representations and Warranties...................................................4

                                                    ARTICLE III

                                           Administration and Servicing
                                                     of Loans

Section 3.01.     The Servicer....................................................................................6
Section 3.02.     Collection of Certain Loan Payments.............................................................8
Section 3.03.     Withdrawals from the Custodial Account.........................................................10
Section 3.04.     Maintenance of Hazard Insurance; Property Protection Expenses..................................12
Section 3.05.     Modification Agreements........................................................................12
Section 3.06.     Trust Estate; Related Documents................................................................13
Section 3.07.     Realization Upon Defaulted Loans; Loss Mitigation..............................................14
Section 3.08.     Issuer and Indenture Trustee to Cooperate......................................................16
Section 3.09.     Servicing Compensation; Payment of Certain Expenses by Servicer................................17
Section 3.10.     Annual Statement as to Compliance..............................................................17
Section 3.11.     Annual Servicing Report........................................................................17
Section 3.12.     Access to Certain Documentation and Information Regarding the Loans............................18
Section 3.13.     Maintenance of Certain Servicing Insurance Policies............................................18
Section 3.14.     Information Required by the Internal Revenue Service and Reports of Foreclosures
                  and Abandonments of Mortgaged Property.........................................................18
Section 3.15.     Optional Purchase of Loans by Servicer.........................................................18



                                                         i

<PAGE>


                                                                                                       PAGE



                                                    ARTICLE IV

                                               Servicing Certificate

Section 4.01.     Statements to Securityholders..................................................................20
Section 4.02.     Tax Reporting..................................................................................22

                                                     ARTICLE V

                                                  Payment Account

Section 5.01.     Payment Account................................................................................23

                                                    ARTICLE VI

                                                   The Servicer

Section 6.01.     Liability of the Servicer......................................................................24
Section 6.02.     Merger or Consolidation of, or Assumption of the Obligations of, the Servicer
                   ..............................................................................................24
Section 6.03.     Limitation on Liability of the Servicer and Others.............................................24
Section 6.04.     Servicer Not to Resign.........................................................................25
Section 6.05.     Delegation of Duties...........................................................................25

                                                    ARTICLE VII

                                                      Default

Section 7.01.     Servicing Default..............................................................................26
Section 7.02.     Indenture Trustee to Act; Appointment of Successor.............................................28
Section 7.03.     Notification to Securityholders................................................................29

                                                   ARTICLE VIII

                                             Miscellaneous Provisions

Section 8.01.     Amendment......................................................................................30
SECTION 8.02.     GOVERNING LAW..................................................................................30
Section 8.03.     Notices........................................................................................30
Section 8.04.     Severability of Provisions.....................................................................30


                                                        ii

<PAGE>






Section 8.05.     Third-Party Beneficiaries......................................................................31
Section 8.06.     Counterparts...................................................................................31
Section 8.07.     Effect of Headings and Table of Contents.......................................................31
Section 8.08.     Termination Upon Purchase by the Servicer or Liquidation of All Loans; Partial
                  Redemption.....................................................................................31
Section 8.09.     Certain Matters Affecting the Indenture Trustee................................................32
Section 8.10.     Owner Trustee Not Liable for Related Documents.................................................32
</TABLE>


EXHIBIT A - LOAN SCHEDULE................................A
EXHIBIT B - POWER OF ATTORNEY..........................B-1
EXHIBIT C - FORM OF REQUEST FOR RELEASE................C-1



                                       iii

<PAGE>



                  This is a Servicing Agreement, dated as of _________ 1, ____,
among [Name of Servicer] (the "Servicer"), the _____ Trust Series ____-__ (the
"Issuer") and [Name of Indenture Trustee] (the "Indenture Trustee").


                          W I T N E S S E T H  T H A T:


                  WHEREAS, pursuant to the terms of the Loan Purchase Agreement,
[Name of Seller] (in its capacity as Seller) will sell to the Depositor the
Loans together with the Related Documents on the Closing Date;

                  WHEREAS, the Depositor will sell the Loans and all of its
rights under the Loan Purchase Agreement to the Issuer, together with the
Related Documents on the Closing Date;

                  WHEREAS, pursuant to the terms of the Trust Agreement, the
Issuer will issue and transfer to or at the direction of the Depositor, the
Certificates;

                  WHEREAS, pursuant to the terms of the Indenture, the Issuer
will issue and transfer to or at the direction of the Depositor, the Notes; and

                  WHEREAS, pursuant to the terms of this Servicing Agreement,
the Servicer will service the Loans directly or through one or more
Subservicers;

                  NOW, THEREFORE, in consideration of the mutual covenants
herein contained, the parties hereto agree as follows:

                                    ARTICLE I

                                   Definitions

         Section 1.01. Definitions. For all purposes of this Servicing
Agreement, except as otherwise expressly provided herein or unless the context
otherwise requires, capitalized terms not otherwise defined herein shall have
the meanings assigned to such terms in the Definitions contained in Appendix A
to the Indenture dated as of _______________ (the "Indenture"), between ______
Trust Series ____-__, as issuer, and [Name of Indenture Trustee], as indenture
trustee, which is incorporated by reference herein. All other capitalized terms
used herein shall have the meanings specified herein.

         Section 1.02. Other Definitional Provisions. (a) All terms defined in
this Servicing Agreement shall have the defined meanings when used in any
certificate or other document made or delivered pursuant hereto unless otherwise
defined therein.




<PAGE>



         (b) As used in this Servicing Agreement and in any certificate or other
document made or delivered pursuant hereto or thereto, accounting terms not
defined in this Servicing Agreement or in any such certificate or other
document, and accounting terms partly defined in this Servicing Agreement or in
any such certificate or other document, to the extent not defined, shall have
the respective meanings given to them under generally accepted accounting
principles. To the extent that the definitions of accounting terms in this
Servicing Agreement or in any such certificate or other document are
inconsistent with the meanings of such terms under generally accepted accounting
principles, the definitions contained in this Servicing Agreement or in any such
certificate or other document shall control.

         (c) The words "hereof," "herein," "hereunder" and words of similar
import when used in this Servicing Agreement shall refer to this Servicing
Agreement as a whole and not to any particular provision of this Servicing
Agreement; Section and Exhibit references contained in this Servicing Agreement
are references to Sections and Exhibits in or to this Servicing Agreement unless
otherwise specified; and the term "including" shall mean "including without
limitation".

         (d) The definitions contained in this Servicing Agreement are
applicable to the singular as well as the plural forms of such terms and to the
masculine as well as the feminine and neuter genders of such terms.

         (e) Any agreement, instrument or statute defined or referred to herein
or in any instrument or certificate delivered in connection herewith means such
agreement, instrument or statute as from time to time amended, modified or
supplemented and includes (in the case of agreements or instruments) references
to all attachments thereto and instruments incorporated therein; references to a
Person are also to its permitted successors and assigns.

         Section 1.03. Interest Calculations. All calculations of interest
hereunder that are made in respect of the Stated Principal Balance of a Loan
shall be made in accordance with the Mortgage Note. All calculations of interest
on the Securities (other than the Class A, M-2 and B-1 Notes) shall be made on
the basis of a 30-day month and a year assumed to consist of 360 days.
Calculation of interest on the Class A, M-2 and B-1 Notes shall be made on the
basis of the actual number of days in the Accrual Period and a year assumed to
consist of 360 days. The calculation of the Servicing Fee shall be made on the
basis of a 30-day month and a year assumed to consist of 360 days. All dollar
amounts calculated hereunder shall be rounded to the nearest penny with one-half
of one penny being rounded up.


                                       2

<PAGE>



                                   ARTICLE II

                         Representations and Warranties

         Section 2.01. Representations and Warranties Regarding the Servicer.
The Servicer represents and warrants to the Issuer and for the benefit of the
Indenture Trustee, as pledgee of the Loans, as of the Cut-off Date:

                         (i) The Servicer is a limited partnership duly
         organized, validly existing and in good standing under the laws of the
         State of _____________ and has the corporate power to own its assets
         and to transact the business in which it is currently engaged. The
         Servicer is duly qualified to do business as a foreign corporation and
         is in good standing in each jurisdiction in which the character of the
         business transacted by it or properties owned or leased by it requires
         such qualification and in which the failure to so qualify would have a
         material adverse effect on the business, properties, assets, or
         condition (financial or other) of the Servicer;

                        (ii) The Servicer has the power and authority to make,
         execute, deliver and perform this Servicing Agreement and all of the
         transactions contemplated under this Servicing Agreement, and has taken
         all necessary corporate action to authorize the execution, delivery and
         performance of this Servicing Agreement. When executed and delivered,
         this Servicing Agreement will constitute the legal, valid and binding
         obligation of the Servicer enforceable in accordance with its terms,
         except as enforcement of such terms may be limited by bankruptcy,
         insolvency or similar laws affecting the enforcement of creditors'
         rights generally and by the availability of equitable remedies;

                       (iii) The Servicer is not required to obtain the consent
         of any other Person or any consent, license, approval or authorization
         from, or registration or declaration with, any governmental authority,
         bureau or agency in connection with the execution, delivery,
         performance, validity or enforceability of this Servicing Agreement,
         except for such consent, license, approval or authorization, or
         registration or declaration, as shall have been obtained or filed, as
         the case may be;

                        (iv) The execution and delivery of this Servicing
         Agreement and the performance of the transactions contemplated hereby
         by the Servicer will not violate any provision of any existing law or
         regulation or any order or decree of any court applicable to the
         Servicer or any provision of the Certificate of Incorporation of the
         Servicer, or constitute a material breach of any mortgage, indenture,
         contract or other agreement to which the Servicer is a party or by
         which the Servicer may be bound; and

                         (v) No litigation or administrative proceeding of or
         before any court, tribunal or governmental body is currently pending,
         or to the knowledge of the Servicer threatened, against the Servicer or
         any of its properties or with respect to this Servicing


                                        3

<PAGE>



         Agreement or the Securities which in the opinion of the Servicer has a
         reasonable likelihood of resulting in a material adverse effect on the
         transactions contemplated by this Servicing Agreement.

         The foregoing representations and warranties shall survive any
termination of the Servicer hereunder.

         Section 2.02. Representations and Warranties of the Issuer. The Issuer
hereby represents and warrants to the Servicer and for the benefit of the
Indenture Trustee, as pledgee of the Loans, as of the Cut-off Date:

                         (i) The Issuer is a business trust duly formed and in
         good standing under the laws of the State of Delaware and has full
         power, authority and legal right to execute and deliver this Servicing
         Agreement and to perform its obligations under this Servicing
         Agreement, and has taken all necessary action to authorize the
         execution, delivery and performance by it of this Servicing Agreement;
         and

                        (ii) The execution and delivery by the Issuer of this
         Servicing Agreement and the performance by the Issuer of its
         obligations under this Servicing Agreement will not violate any
         provision of any law or regulation governing the Issuer or any order,
         writ, judgment or decree of any court, arbitrator or governmental
         authority or agency applicable to the Issuer or any of its assets. Such
         execution, delivery, authentication and performance will not conflict
         with, or result in a breach or violation of, any mortgage, deed of
         trust, lease or other agreement or instrument to which the Issuer is
         bound.

         Section 2.03. Enforcement of Representations and Warranties. The
Servicer, on behalf of and subject to the direction of the Indenture Trustee, as
pledgee of the Loans, or the Issuer, shall enforce the representations and
warranties of the Seller pursuant to the Loan Purchase Agreement. Upon the
discovery by the Seller, the Depositor, the Servicer, the Indenture Trustee, the
Issuer, or any Custodian of a breach of any of the representations and
warranties made in the Loan Purchase Agreement, in respect of any Loan which
materially and adversely affects the interests of the Securityholders, the party
discovering such breach or existence shall give prompt written notice to the
other parties. The Servicer shall promptly notify the Seller of such breach and
request that, pursuant to the terms of the Loan Purchase Agreement, the Seller
either (i) cure such breach in all material respects within 90 days from the
date the Seller was notified of such breach or (ii) purchase such Loan from the
Issuer at the price and in the manner set forth in Section 4 of the Loan
Purchase Agreement; provided that the Seller shall, subject to compliance with
all the conditions set forth in the Loan Purchase Agreement, have the option to
substitute an Eligible Substitute Loan or Loans for such Loan. In the event that
the Seller elects to substitute one or more Eligible Substitute Loans pursuant
to Section 4 of the Loan Purchase Agreement, the Seller shall deliver to the
Issuer with respect to such Eligible Substitute Loans, the original Mortgage
Note, the Mortgage, and such other documents and agreements as are required by
the Loan Purchase Agreement. Payments due with respect to Eligible Substitute
Loans in the month of substitution shall not be transferred to the Issuer


                                        4

<PAGE>



and will be retained by the Servicer and remitted by the Servicer to the Seller
on the next succeeding Payment Date provided a payment at least equal to the
applicable Monthly Payment has been received by the Issuer for such month in
respect of the Loan to be removed. The Servicer shall amend or cause to be
amended the Loan Schedule to reflect the removal of such Loan and the
substitution of the Eligible Substitute Loans and the Servicer shall promptly
deliver the amended Loan Schedule to the Owner Trustee and the Indenture
Trustee.

         It is understood and agreed that the obligation of the Seller to cure
such breach or purchase or substitute for such Loan as to which such a breach
has occurred and is continuing shall constitute the sole remedy respecting such
breach available to the Issuer and the Indenture Trustee, as pledgee of the
Loans, against the Seller. In connection with the purchase of or substitution
for any such Loan by the Seller, the Issuer shall assign to the Seller all of
its right, title and interest in respect of the Loan Purchase Agreement
applicable to such Loan. Upon receipt of the Repurchase Price, or upon
completion of such substitution, the Servicer shall notify the Custodian and
then the Custodian shall deliver the Mortgage Files to the Servicer, together
with all relevant endorsements and assignments prepared by the Servicer which
the Indenture Trustee shall execute.


                                        5

<PAGE>



                                   ARTICLE III

                          Administration and Servicing
                                    of Loans

         Section 3.01. The Servicer. (a) The Servicer shall service and
administer the Loans in accordance with the terms of this Servicing Agreement,
following such procedures as it would employ in its good faith business judgment
and which are normal and usual in its general mortgage servicing activities, and
shall have full power and authority, acting alone or through a subservicer, to
do any and all things in connection with such servicing and administration which
it may deem necessary or desirable, it being understood, however, that the
Servicer shall at all times remain responsible to the Issuer and the Indenture
Trustee for the performance of its duties and obligations hereunder in
accordance with the terms hereof. Without limiting the generality of the
foregoing, the Servicer shall continue, and is hereby authorized and empowered
by the Issuer and the Indenture Trustee, as pledgee of the Loans, to execute and
deliver, on behalf of itself, the Issuer, the Indenture Trustee or any of them,
any and all instruments of satisfaction or cancellation, or of partial or full
release or discharge, or of consent to modification in connection with a
proposed conveyance, or of assignment of any Mortgage and Mortgage Note in
connection with the repurchase of a Loan and all other comparable instruments
with respect to the Loans and with respect to the Mortgaged Properties, or with
respect to the modification or re-recording of a Mortgage for the purpose of
correcting the Mortgage, the subordination of the lien of the Mortgage in favor
of a public utility company or government agency or unit with powers of eminent
domain, the taking of a deed in lieu of foreclosure, the commencement,
prosecution or completion of judicial or non-judicial foreclosure, the
acquisition of any property acquired by foreclosure or deed in lieu of
foreclosure, or the management, marketing and conveyance of any property
acquired by foreclosure or deed in lieu of foreclosure. The Issuer, the
Indenture Trustee and the Custodian, as applicable, shall furnish the Servicer
with any powers of attorney and other documents necessary or appropriate to
enable the Servicer to carry out its servicing and administrative duties
hereunder. On the Closing Date, the Indenture Trustee shall deliver to the
Servicer a limited power of attorney substantially in the form of Exhibit B
hereto.

         If the Mortgage relating to a Loan did not have a lien senior to the
Loan on the related Mortgaged Property as of the Cut-off Date, then the
Servicer, in such capacity, may not consent to the placing of a lien senior to
that of the Mortgage on the related Mortgaged Property. If the Mortgage relating
to a Loan had a lien senior to the 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) (A) the Mortgagor's debt-to-income ratio resulting from
         such refinancing is less than the original debt-to-income ratio as set
         forth on the Mortgage Loan Schedule; or

                           (B) the resulting Combined Loan-to-Value Ratio of
         such Loan is no higher than the Combined Loan-to-Value Ratio prior to
         such refinancing; provided, however, if


                                        6

<PAGE>



         such refinanced mortgage loan is a "rate and term" mortgage loan
         (meaning, the Mortgagor does not receive any cash from the
         refinancing), the Combined Loan-to-Value Ratio may increase to the
         extent of the reasonable closing costs of such refinancing;

         (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; provided, however (a) if
the loan evidencing the existing senior lien prior to the date of refinancing
has an adjustable rate and the loan evidencing the refinanced senior lien has a
fixed rate, then the current interest rate on the loan evidencing the refinanced
senior lien may be up to 2.0% higher than the then-current loan rate of the loan
evidencing the existing senior lien and (b) if the loan evidencing the existing
senior lien prior to the date of refinancing has a fixed rate and the loan
evidencing the refinanced senior lien has an adjustable rate, then the maximum
interest rate on the loan evidencing the refinanced senior lien shall be less
than or equal to (x) the interest rate on the loan evidencing the existing
senior lien prior to the date of refinancing plus (y) 2.0%; and

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

         The relationship of the Servicer (and of any successor to the Servicer
as servicer under this Servicing Agreement) to the Issuer under this Servicing
Agreement is intended by the parties to be that of an independent contractor and
not that of a joint venturer, partner or agent.

         (b) The Servicer may continue in effect Subservicing Agreements entered
into by the Seller and Subservicers prior to the execution and delivery of this
Agreement, and may enter into Subservicing Agreements with Subservicers for the
servicing and administration of certain of the Loans. Each Subservicer of a Loan
shall be entitled to receive and retain, as provided in the related Subservicing
Agreement and in Section 3.02, the related Subservicing Fee from payments of
interest received on such Loan after payment of all amounts required to be
remitted to the Servicer in respect of such Loan. For any Loan not subject to a
Subservicing Agreement, the Servicer shall be entitled to receive and retain an
amount equal to the Subservicing Fee from payments of interest. References in
this Servicing Agreement to actions taken or to be taken by the Servicer in
servicing the Loans include actions taken or to be taken by a Subservicer on
behalf of the Servicer. Each Subservicing Agreement will be upon such terms and
conditions as are not inconsistent with this Servicing Agreement and as the
Servicer and the Subservicer have agreed. With the approval of the Servicer, a
Subservicer may delegate its servicing obligations to third-party servicers, but
such Subservicers will remain obligated under the related Subservicing
Agreements. The Servicer and the Subservicer may enter into amendments to the
related Subservicing Agreements; provided, however, that any such amendments
shall not cause the Loans to be serviced in a manner that would be materially
inconsistent with the standards set forth in this Servicing Agreement. The
Servicer shall be entitled to terminate any Subservicing Agreement in accordance
with the terms and conditions thereof and without any limitation by virtue of
this Servicing Agreement; provided, however, that in the event of termination of
any Subservicing Agreement by the Servicer or the Subservicer, the Servicer
shall


                                        7

<PAGE>



either act as servicer of the related Loan or enter into a Subservicing
Agreement with a successor Subservicer which will be bound by the terms of the
related Subservicing Agreement. The Servicer shall be entitled to enter into any
agreement with a Subservicer for indemnification of the Servicer and nothing
contained in this Servicing Agreement shall be deemed to limit or modify such
indemnification.

         In the event that the rights, duties and obligations of the Servicer
are terminated hereunder, any successor to the Servicer in its sole discretion
may, to the extent permitted by applicable law, terminate the existing
Subservicing Agreement with any Subservicer in accordance with the terms of the
applicable Subservicing Agreement or assume the terminated Servicer's rights and
obligations under such subservicing arrangements which termination or assumption
will not violate the terms of such arrangements.

         As part of its servicing activities hereunder, the Servicer, for the
benefit of the Securityholders, shall use reasonable efforts to enforce the
obligations of each Subservicer under the related Subservicing Agreement, to the
extent that the non-performance of any such obligation would have a material
adverse effect on a Loan. Such enforcement, including, without limitation, the
legal prosecution of claims, termination of Subservicing Agreements and the
pursuit of other appropriate remedies, shall be in such form and carried out to
such an extent and at such time as the Servicer would employ in its good faith
business judgment and which are normal and usual in its general mortgage
servicing activities. The Servicer shall pay the costs of such enforcement at
its own expense, and shall be reimbursed therefor only (i) from a general
recovery resulting from such enforcement to the extent, if any, that such
recovery exceeds all amounts due in respect of the related Loan or (ii) from a
specific recovery of costs, expenses or attorneys fees against the party against
whom such enforcement is directed.

         Section 3.02. Collection of Certain Loan Payments. (a) The Servicer
shall make reasonable efforts to collect all payments called for under the terms
and provisions of the Loans, and shall, to the extent such procedures shall be
consistent with this Servicing Agreement and generally consistent with any
related insurance policy, follow such collection procedures as it would employ
in its good faith business judgment and which are normal and usual in its
general mortgage servicing activities. Consistent with the foregoing, and
without limiting the generality of the foregoing, the Servicer may in its
discretion waive any late payment charge, prepayment charge or penalty interest
or other fees which may be collected in the ordinary course of servicing such
Loan. The Servicer may also extend the Due Date for payment due on a Loan,
provided, however, that the Servicer shall first determine that any such waiver
or extension will not impair the coverage of any related insurance policy or
materially adversely affect the lien of the related Mortgage (except as
described below) or the interests of the Securityholders. Consistent with the
terms of this Servicing Agreement, the Servicer may also:

         (i) waive, modify or vary any term of any Loan;



                                        8

<PAGE>



         (ii) consent to the postponement of strict compliance with any such
         term or in any manner grant indulgence to any Mortgagor;

         (iii) arrange with a Mortgagor a schedule for the payment of principal
         and interest due and unpaid;

         (iv) forgive any portion of the amounts contractually owed under the
         Loan;

         (v) capitalize past due amounts owed under the Loan by adding any
         amounts in arrearage to the existing principal balance of the Loan (a
         "Capitalization Workout") of which will result in an increased Monthly
         Payment amount, provided that: (A) the amount added to the existing
         principal balance of the Loan (the "Capitalized Amount") shall be no
         greater than five times the Mortgagor's current Monthly Payment amount;
         and (B) the Servicer shall not enter into a Capitalization Workout
         unless the Combined Loan-to-Value Ratio of the Loan prior to the
         Capitalization Workout equals or exceeds 80% and the Mortgagor has
         qualified for the Capitalization Workout under the Servicer's servicing
         guidelines;

         (vi) reset the Due Date for the Loan, or any combination of the
         foregoing;

if in the Servicer's determination such waiver, modification, postponement or
indulgence, arrangement or other action referred to above is not materially
adverse to the interests of the Securityholders and is generally consistent with
the Servicer's policies with respect to mortgage loans similar to the Loans;
provided, however, that the Servicer may not modify or permit any Subservicer to
modify any Loan (including without limitation any modification that would change
the Loan Rate, forgive the payment of any principal or interest (unless in
connection with the liquidation of the related Loan) or extend the final
maturity date of such Loan) unless such Loan is in default or, in the judgment
of the Servicer, such default is reasonably foreseeable. The general terms of
any waiver, modification, postponement or indulgence with respect to any of the
Loans will be included in the Servicing Certificate, and such Loans will not be
considered "delinquent" for the purposes of the Basic Documents so long as the
Mortgagor complies with the terms of such waiver, modification, postponement or
indulgence.

         (b) The Servicer shall establish a Custodial Account, which shall be an
Eligible Account in which the Servicer shall deposit or cause to be deposited
any amounts representing payments and collections in respect of the Loans
received by it subsequent to the Cut-off Date (other than in respect of the
payments referred to in the following paragraph) within one Business Day
following receipt thereof (or otherwise on or prior to the Closing Date),
including the following payments and collections received or made by it (without
duplication):

                        (i) all payments of principal or interest on the Loans
         received by the Servicer from the respective Subservicer, net of any
         portion of the interest thereof retained by the Subservicer as
         Subservicing Fees;



9

<PAGE>



                        (ii) the aggregate Repurchase Price of the Loans
         purchased by the Servicer pursuant to Section 3.15;

                        (iii) Net Liquidation Proceeds net of any related
         Foreclosure Profit;

                        (iv) all proceeds of any Loans repurchased by the Seller
         pursuant to the Loan Purchase Agreement, and all Substitution Amounts
         required to be deposited in connection with the substitution of an
         Eligible Substitute Loan pursuant to the Loan Purchase Agreement;

                        (v) insurance proceeds, other than Net Liquidation
         Proceeds, resulting from any insurance policy maintained on a Mortgaged
         Property; and

                        (vi) amounts required to be paid by the Servicer
         pursuant to Sections 3.04 and 8.08.

provided, however, that with respect to each Collection Period, the Servicer
shall be permitted to retain from payments in respect of interest on the Loans,
the Servicing Fee for such Collection Period. The foregoing requirements
respecting deposits to the Custodial Account are exclusive, it being understood
that, without limiting the generality of the foregoing, the Servicer need not
deposit in the Custodial Account amounts representing Foreclosure Profits,
prepayment penalties, fees (including annual fees) or late charge penalties
payable by Mortgagors (such amounts to be retained as additional servicing
compensation in accordance with Section 3.09 hereof), or amounts received by the
Servicer for the accounts of Mortgagors for application towards the payment of
taxes, insurance premiums, assessments and similar items. In the event any
amount not required to be deposited in the Custodial Account is so deposited,
the Servicer may at any time withdraw such amount from the Custodial Account,
any provision herein to the contrary notwithstanding.

         The Servicer may cause the institution maintaining the Custodial
Account to invest any funds in the Custodial Account in Permitted Investments,
which shall mature not later than the Business Day preceding the next Payment
Date and which shall not be sold or disposed of prior to its maturity. Except as
provided above, all income and gain realized from any such investment shall
inure to the benefit of the Servicer and shall be subject to its withdrawal or
order from time to time. The amount of any losses incurred in respect of the
principal amount of any such investments shall be deposited in the Custodial
Account by the Servicer out of its own funds immediately as realized.

         (c) The Servicer will require each Subservicer to hold all funds
constituting collections on the Loans, pending remittance thereof to the
Servicer, in one or more accounts meeting the requirements of an Eligible
Account, and invested in Permitted Investments.

         Section 3.03. Withdrawals from the Custodial Account. The Servicer
shall, from time to time as provided herein, make withdrawals from the Custodial
Account of amounts on deposit therein pursuant to Section 3.02 that are
attributable to the Loans for the following purposes:


                                       10

<PAGE>



                         (i) to deposit in the Payment Account, seven days prior
         to each Payment Date (or if such day is not a Business Day, the
         immediately preceding Business Day), an amount equal to the Interest
         Remittance Amount (excluding any payments under the Yield Maintenance
         Agreement that were received by the Indenture Trustee) and Principal
         Remittance Amount required to be distributed on such Payment Date;

                        (ii) to the extent deposited to the Custodial Account,
         to reimburse itself or the related Subservicer for previously
         unreimbursed expenses incurred in maintaining individual insurance
         policies pursuant to Section 3.04, or Liquidation Expenses, paid
         pursuant to Section 3.07 or otherwise reimbursable pursuant to the
         terms of this Servicing Agreement (to the extent not payable pursuant
         to Section 3.09), such withdrawal right being limited to amounts
         received on particular Loans (other than any Repurchase Price in
         respect thereof) which represent late recoveries of the payments for
         which such advances were made, or from related Liquidation Proceeds or
         the proceeds of the purchase of such Loan;

                       (iii) to pay to itself out of each payment received on
         account of interest on a Loan as contemplated by Section 3.09, an
         amount equal to the related Servicing Fee (to the extent not retained
         pursuant to Section 3.02), and to pay to any Subservicer any
         Subservicing Fees not previously withheld by the Subservicer;

                        (iv) to the extent deposited in the Custodial Account to
         pay to itself as additional servicing compensation any interest or
         investment income earned on funds deposited in the Custodial Account
         and Payment Account that it is entitled to withdraw pursuant to
         Sections 3.02(b) and 5.01;

                         (v) to pay to itself or the Seller, with respect to any
         Loan or property acquired in respect thereof that has been purchased or
         otherwise transferred to the Seller, the Servicer or other entity, all
         amounts received thereon and not required to be distributed to
         Securityholders as of the date on which the related Purchase Price or
         Repurchase Price is determined; and

                        (vi) to withdraw any other amount deposited in the
         Custodial Account that was not required to be deposited therein
         pursuant to Section 3.02.

Since, in connection with withdrawals pursuant to clauses (ii), (iii), (iv) and
(v), the Servicer's entitlement thereto is limited to collections or other
recoveries on the related Loan, the Servicer shall keep and maintain separate
accounting, on a Loan by Loan basis, for the purpose of justifying any
withdrawal from the Custodial Account pursuant to such clauses. Notwithstanding
any other provision of this Servicing Agreement, the Servicer shall be entitled
to reimburse itself for any previously unreimbursed expenses incurred pursuant
to Section 3.07 or otherwise reimbursable pursuant to the terms of this
Servicing Agreement that the Servicer determines to be otherwise nonrecoverable
(except with respect to any Loan as to which the Repurchase Price has been
paid),


                                       11

<PAGE>



by withdrawal from the Custodial Account of amounts on deposit therein
attributable to the Loans on any Business Day prior to the Payment Date
succeeding the date of such determination.

         Section 3.04. Maintenance of Hazard Insurance; Property Protection
Expenses. The Servicer shall cause to be maintained for each Loan hazard
insurance naming the Servicer or related Subservicer as loss payee thereunder
providing extended coverage in an amount which is equal to at least 100% of the
insurable value of the improvements (guaranteed replacement) or the sum of the
unpaid principal balance of the first mortgage loan and the Loan amount. The
Servicer shall also cause to be maintained on property acquired upon
foreclosure, or deed in lieu of foreclosure, of any Loan, fire insurance with
extended coverage in an amount which is at least equal to the amount necessary
to avoid the application of any co-insurance clause contained in the related
hazard insurance policy. Amounts collected by the Servicer under any such
policies (other than amounts to be applied to the restoration or repair of the
related Mortgaged Property or property thus acquired or amounts released to the
Mortgagor in accordance with the Servicer's normal servicing procedures) shall
be deposited in the Custodial Account to the extent called for by Section 3.02.
In cases in which any Mortgaged Property is located at any time during the life
of a Loan in a federally designated flood area, the hazard insurance to be
maintained for the related Loan shall include flood insurance (to the extent
available). All such flood insurance shall be in amounts equal to the lesser of
(i) the amount required to compensate for any loss or damage to the Mortgaged
Property on a replacement cost basis and (ii) the maximum amount of such
insurance available for the related Mortgaged Property under the national flood
insurance program (assuming that the area in which such Mortgaged Property is
located is participating in such program). The Servicer shall be under no
obligation to require that any Mortgagor maintain earthquake or other additional
insurance and shall be under no obligation itself to maintain any such
additional insurance on property acquired in respect of a Loan, other than
pursuant to such applicable laws and regulations as shall at any time be in
force and as shall require such additional insurance. If the Servicer shall
obtain and maintain a blanket policy consistent with its general mortgage
servicing activities insuring against hazard losses on all of the Loans, it
shall conclusively be deemed to have satisfied its obligations as set forth in
the first sentence of this Section 3.04, it being understood and agreed that
such blanket policy may contain a deductible clause, in which case the Servicer
shall, in the event that there shall not have been maintained on the related
Mortgaged Property a policy complying with the first sentence of this Section
3.04 and there shall have been a loss which would have been covered by such
policy, deposit in the Custodial Account the amount not otherwise payable under
the blanket policy because of such deductible clause. Any such deposit by the
Servicer shall be made on the last Business Day of the Collection Period in the
month in which payments under any such policy would have been deposited in the
Custodial Account. In connection with its activities as servicer of the Loans,
the Servicer agrees to present, on behalf of itself, the Issuer and the
Indenture Trustee, claims under any such blanket policy.

         Section 3.05. Modification Agreements. The Servicer or the related
Subservicer, as the case may be, shall be entitled to (A) execute assumption
agreements, modification agreements, substitution agreements, and instruments of
satisfaction or cancellation or of partial or full release or discharge, or any
other document contemplated by this Servicing Agreement and other


                                       12

<PAGE>



comparable instruments with respect to the Loans and with respect to the
Mortgaged Properties subject to the Mortgages (and the Issuer and the Indenture
Trustee each shall promptly execute any such documents on request of the
Servicer) and (B) approve the granting of an easement thereon in favor of
another Person, any alteration or demolition of the related Mortgaged Property
or other similar matters, in each case if it has determined, exercising its good
faith business judgment in the same manner as it would if it were the owner of
the related Loan, that the security for, and the timely and full collectability
of, such Loan would not be adversely affected thereby. A partial release
pursuant to this Section 3.05 shall be permitted only if the Combined
Loan-to-Value Ratio for such Loan after such partial release does not exceed the
Combined Loan-to-Value Ratio for such Loan as of the Cut-off Date. Any fee
collected by the Servicer or the related Subservicer for processing such request
will be retained by the Servicer or such Subservicer as additional servicing
compensation.

         Section 3.06. Trust Estate; Related Documents. (a) When required by the
provisions of this Servicing Agreement, the Issuer or the Indenture Trustee
shall execute instruments to release property from the terms of the Trust
Agreement, Indenture or Custodial Agreement, as applicable, or convey the
Issuer's or the Indenture Trustee's interest in the same, in a manner and under
circumstances which are not inconsistent with the provisions of this Servicing
Agreement. No party relying upon an instrument executed by the Issuer or the
Indenture Trustee as provided in this Section 3.06 shall be bound to ascertain
the Issuer's or the Indenture Trustee's authority, inquire into the satisfaction
of any conditions precedent or see to the application of any monies.

         (b) If from time to time the Servicer shall deliver to the Custodian
copies of any written assurance, assumption agreement or substitution agreement
or other similar agreement pursuant to Section 3.05, the Custodian shall check
that each of such documents purports to be an original executed copy (or a copy
of the original executed document if the original executed copy has been
submitted for recording and has not yet been returned) and, if so, shall file
such documents, and upon receipt of the original executed copy from the
applicable recording office or receipt of a copy thereof certified by the
applicable recording office shall file such originals or certified copies with
the Related Documents. If any such documents submitted by the Servicer do not
meet the above qualifications, such documents shall promptly be returned by the
Custodian to the Servicer pursuant to the related Custodial Agreement, with a
direction to the Servicer to forward the correct documentation.

         (c) Upon receipt of a "Request for Release", in the form attached
hereto as Exhibit C, from the Servicer (a "Request for Release"), to the effect
that a Loan has been the subject of a final payment or a prepayment in full and
the related Loan has been terminated or that substantially all Liquidation
Proceeds which have been determined by the Servicer in its reasonable judgment
to be finally recoverable have been recovered, and upon deposit to the Custodial
Account of such final monthly payment, prepayment in full together with accrued
and unpaid interest to the date of such payment with respect to such Loan or, if
applicable, Liquidation Proceeds, the Custodian shall promptly release the
Related Documents to the Servicer pursuant to the related Custodial Agreement,
which the Indenture Trustee shall execute, along with such documents as the
Servicer or the


                                       13

<PAGE>



Mortgagor may request to evidence satisfaction and discharge of such Loan, upon
request of the Servicer. If from time to time and as appropriate for the
servicing or foreclosure of any Loan, the Servicer requests the Custodian to
release the Related Documents and delivers to the Custodian a Request for
Release to the Custodian signed by a Responsible Officer of the Servicer, the
Custodian shall release the Related Documents to the Servicer pursuant to the
related Custodial Agreement. The Servicer shall return promptly to the Custodian
the Related Documents when the Servicer's need therefor no longer exists, unless
the related Loan has been liquidated. If such Loans shall be liquidated and the
Custodian receives a Request for Release from the Servicer as provided above,
then, upon request of the Servicer, the Custodian shall release the Request for
Release to the Servicer pursuant to the related Custodial Agreement.

         Section 3.07. Realization Upon Defaulted Loans; Loss Mitigation. With
respect to such of the Loans as come into and continue in default, the Servicer
will decide whether to (i) foreclose upon the Mortgaged Properties securing such
Loans, (ii) write off the unpaid principal balance of the Loans as bad debt,
(iii) take a deed in lieu of foreclosure, (iv) accept a short sale (a payoff of
the 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 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, (vi) agree to a modification in accordance with this Servicing
Agreement, or (vii) take an unsecured note, in connection with a negotiated
release of the lien of the Mortgage in order to facilitate a settlement with the
Mortgagor; in each case subject to the rights of any related first lien holder;
provided that in connection with the foregoing if the Servicer has actual
knowledge that any Mortgaged Property is affected by hazardous or toxic wastes
or substances and that the acquisition of such Mortgaged Property would not be
commercially reasonable, then the Servicer will not cause the Issuer or the
Indenture Trustee to acquire title to such Mortgaged Property in a foreclosure
or similar proceeding. In connection with such decision, the Servicer shall
follow such practices (including, in the case of any default on a related senior
mortgage loan, the advancing of funds to correct such default if deemed to be
appropriate by the Servicer) and procedures as it shall deem necessary or
advisable and as shall be normal and usual in its general mortgage servicing
activities; provided that the Servicer shall not be liable in any respect
hereunder if the Servicer is acting in connection with any such foreclosure or
attempted foreclosure which is not completed or other conversion in a manner
that is consistent with the provisions of this Servicing Agreement. The
foregoing is subject to the proviso that the Servicer shall not be required to
expend its own funds in connection with any foreclosure or attempted foreclosure
which is not completed or towards the correction of any default on a related
senior mortgage loan or restoration of any property unless it shall determine
that such expenditure will increase Net Liquidation Proceeds. In the event of a
determination by the Servicer that any such expenditure previously made pursuant
to this Section 3.07 will not be reimbursable from Net Liquidation Proceeds, the
Servicer shall be entitled to reimbursement of its funds so expended pursuant to
Section 3.03.

         Notwithstanding any provision of this Servicing Agreement, a Loan may
be deemed to be finally liquidated if substantially all amounts expected by the
Servicer to be received in connection


                                       14

<PAGE>



with the related defaulted Loan have been received; provided, however, the
Servicer shall treat any Loan that is 180 days or more delinquent as having been
finally liquidated. The Servicer may retain a Subservicer to sell or perform
collection activities with respect to a Loan that is 180 days or more
delinquent, and any subsequent collections (less the applicable subservicing
fee) with respect to any such Loan shall be deposited to the Custodial Account.
For purposes of determining the amount of any Liquidation Proceeds or Insurance
Proceeds, or other unscheduled collections, the Servicer may take into account
minimal amounts of additional receipts expected to be received or any estimated
additional Liquidation Expenses expected to be incurred in connection with the
related defaulted Loan.

         In the event that title to any Mortgaged Property is acquired in
foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale
shall be issued to the Indenture Trustee, who shall hold the same on behalf of
the Issuer in accordance with Section 3.13 of the Indenture. Notwithstanding any
such acquisition of title and cancellation of the related Loan, such Mortgaged
Property shall (except as otherwise expressly provided herein) be considered to
be an outstanding Loan held as an asset of the Issuer until such time as such
property shall be sold.

         Any proceeds from the purchase or repurchase of any Loan pursuant to
the terms of this Servicing Agreement (including without limitation Sections
2.03 and 3.15) will be applied in the following order of priority: FIRST, to the
Servicer or the related Subservicer, all Servicing Fees payable therefrom to the
Payment Date on which such amounts are to be deposited in the Payment Account;
SECOND, as part of the Interest Remittance Amount, accrued and unpaid interest
on the related Loan, at the Net Loan Rate to the Payment Date on which such
amounts are to be deposited in the Payment Account; and THIRD, as part of the
Principal Remittance Amount, as a recovery of principal on the Loan.

         Liquidation Proceeds with respect to a Liquidated Loan will be applied
in the following order of priority: FIRST, to reimburse the Servicer or the
related Subservicer in accordance with this Section 3.07 for any Liquidation
Expenses; SECOND, to the Servicer or the related Subservicer, all unpaid
Servicing Fees through the date of receipt of the final Liquidation Proceeds;
THIRD as part of the Interest Remittance Amount, accrued and unpaid interest on
the related Loan at the Net Loan Rate through the date of receipt of the final
Liquidation Proceeds; FOURTH as part of the Principal Remittance Amount, as a
recovery of principal on the Loan, up to an amount equal to the Loan Balance of
the related Loan immediately prior to the date it became a Liquidated Loan; and
FIFTH, to Foreclosure Profits.

         Proceeds and other recoveries from a Loan after it becomes a Liquidated
Loan will be applied in the following order of priority: FIRST, to reimburse the
Servicer or the related Subservicer in accordance with this Section 3.07 for any
expenses previously unreimbursed from Liquidation Proceeds or otherwise; SECOND,
to the Servicer or the related Subservicer, all unpaid Servicing Fees payable
thereto through the date of receipt of the proceeds previously unreimbursed from
Liquidation Proceeds or otherwise; THIRD, as part of the Interest Remittance
Amount, up to an amount equal to the sum of (a) the Stated Principal Balance of
the related Loan immediately prior to the date it


                                       15

<PAGE>



became a Liquidated Loan, less any Net Liquidation Proceeds previously received
with respect to such Loan and applied as a recovery of principal, and (b)
accrued and unpaid interest on the related Loan at the Net Loan Rate through the
date of receipt of the proceeds; and FOURTH, to Foreclosure Profits.

         Section 3.08. Issuer and Indenture Trustee to Cooperate. On or before
each Payment Date, the Servicer will notify the Indenture Trustee or the
Custodian, with a copy to the Issuer, of the termination of or the payment in
full and the termination of any Loan during the preceding Collection Period.
Upon receipt of payment in full, the Servicer is authorized to execute, pursuant
to the authorization contained in Section 3.01, if the assignments of Mortgage
have been recorded if required under the Loan Purchase Agreement, an instrument
of satisfaction regarding the related Mortgage, which instrument of satisfaction
shall be recorded by the Servicer if required by applicable law and be delivered
to the Person entitled thereto. It is understood and agreed that any expenses
incurred in connection with such instrument of satisfaction or transfer shall be
reimbursed from amounts deposited in the Custodial Account. From time to time
and as appropriate for the servicing or foreclosure of any Loan, the Indenture
Trustee or the Custodian shall, upon request of the Servicer and delivery to the
Indenture Trustee or Custodian, with a copy to the Issuer, of a Request for
Release, signed by a Servicing Officer, release or cause to be released the
related Mortgage File to the Servicer and the Issuer or Indenture Trustee shall
promptly execute such documents, in the forms provided by the Servicer, as shall
be necessary for the prosecution of any such proceedings or the taking of other
servicing actions. Such trust receipt shall obligate the Servicer to return the
Mortgage File to the Indenture Trustee or the Custodian (as specified in such
receipt) when the need therefor by the Servicer no longer exists unless the Loan
shall be liquidated, in which case, upon receipt of a certificate of a Servicing
Officer similar to that hereinabove specified, the trust receipt shall be
released to the Servicer.

         In order to facilitate the foreclosure of the Mortgage securing any
Loan that is in default following recordation of the assignments of Mortgage in
accordance with the provisions of the Loan Purchase Agreement, the Indenture
Trustee or the Issuer shall, if so requested in writing by the Servicer,
promptly execute an appropriate assignment in the form provided by the Servicer
to assign such Loan for the purpose of collection to the Servicer (any such
assignment shall unambiguously indicate that the assignment is for the purpose
of collection only), and, upon such assignment, such assignee for collection
will thereupon bring all required actions in its own name and otherwise enforce
the terms of the Loan and deposit or credit the Net Liquidation Proceeds,
exclusive of Foreclosure Profits, received with respect thereto in the Custodial
Account. In the event that all delinquent payments due under any such Loan are
paid by the Mortgagor and any other defaults are cured, then the assignee for
collection shall promptly reassign such Loan to the Indenture Trustee and return
all Related Documents to the place where the related Mortgage File was being
maintained.

         In connection with the Issuer's obligation to cooperate as provided in
this Section 3.08 and all other provisions of this Servicing Agreement requiring
the Issuer to authorize or permit any actions to be taken with respect to the
Loans, the Indenture Trustee, as pledgee of the Loans and as assignee of record
of the Loans on behalf of the Issuer pursuant to Section 3.13 of the Indenture,


                                       16

<PAGE>



expressly agrees, on behalf of the Issuer, to take all such actions on behalf of
the Issuer and to promptly execute and return all instruments reasonably
required by the Servicer in connection therewith; provided that if the Servicer
shall request a signature of the Indenture Trustee, on behalf of the Issuer, the
Servicer will deliver to the Indenture Trustee an Officer's Certificate stating
that such signature is necessary or appropriate to enable the Servicer to carry
out its servicing and administrative duties under this Servicing Agreement.

         Section 3.09. Servicing Compensation; Payment of Certain Expenses by
Servicer. The Servicer shall be entitled to receive the Servicing Fee in
accordance with Sections 3.02 and 3.03 as compensation for its services in
connection with servicing the Loans. Moreover, additional servicing compensation
in the form of late payment charges, prepayment charges, investment income on
amounts in the Custodial Account or the Payment Account and other receipts not
required to be deposited in the Custodial Account as specified in Section 3.02
shall be retained by the Servicer. The Servicer shall be required to pay all
expenses incurred by it in connection with its activities hereunder and shall
not be entitled to reimbursement therefor.

         Section 3.10. Annual Statement as to Compliance. (a) The Servicer will
deliver to the Issuer, the Underwriters and the Indenture Trustee on or before
March 31 of each year, beginning March 31, ____, an Officer's Certificate
stating that (i) a review of the activities of the Servicer during the preceding
calendar year and of its performance under servicing agreements, including this
Servicing 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
complied in all material respects with the minimum servicing standards set forth
in the Uniform Single Attestation Program for Mortgage Bankers and has fulfilled
all of its material obligations in all material respects throughout such year,
or, if there has been material noncompliance with such servicing standards or a
default in the fulfillment in all material respects of any such obligation
relating to this Servicing Agreement, such statement shall include a description
of such noncompliance or specify each such default, as the case may be, known to
such officer and the nature and status thereof.

         (b) The Servicer shall deliver to the Issuer and the Indenture Trustee,
promptly after having obtained knowledge thereof, but in no event later than
five Business Days thereafter, written notice by means of an Officer's
Certificate of any event which with the giving of notice or the lapse of time or
both, would become a Servicing Default.

         Section 3.11. Annual Servicing Report. On or before March 31 of each
year, beginning March 31, ____, the Servicer at its expense shall cause a firm
of nationally recognized independent public accountants (who may also render
other services to the Servicer) to furnish a report to the Issuer, the Indenture
Trustee, the Depositor, the Underwriters and each Rating Agency stating its
opinion that, on the basis of an examination conducted by such firm
substantially in accordance with standards established by the American Institute
of Certified Public Accountants, the assertions made pursuant to Section 3.10
regarding compliance with the minimum servicing standards set forth in the
Uniform Single Attestation Program for Mortgage Bankers during the preceding
calendar year are fairly stated in all material respects, subject to such
exceptions and other qualifications that, in


                                       17

<PAGE>



the opinion of such firm, such accounting standards require it to report. In
rendering such statement, such firm may rely, as to matters relating to the
direct servicing of such Loans by Subservicers, upon comparable statements for
examinations conducted by independent public accountants substantially in
accordance with standards established by the American Institute of Certified
Public Accountants (rendered within one year of such statement) with respect to
such Subservicers.

         Section 3.12. Access to Certain Documentation and Information Regarding
the Loans. Whenever required by statute or regulation, the Servicer shall
provide to any Securityholder upon reasonable request (or a regulator for a
Securityholder) or the Indenture Trustee, reasonable access to the documentation
regarding the Loans such access being afforded without charge but only upon
reasonable request and during normal business hours at the offices of the
Servicer. Nothing in this Section 3.12 shall derogate from 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 3.12 as a result of such obligation shall not
constitute a breach of this Section 3.12.

         Section 3.13. Maintenance of Certain Servicing Insurance Policies. The
Servicer shall during the term of its service as servicer maintain in force (i)
a policy or policies of insurance covering errors and omissions in the
performance of its obligations as Servicer hereunder and (ii) a fidelity bond in
respect of its officers, employees or agents. Each such policy or policies and
bond shall be at least equal to the coverage that would be required by FNMA or
FHLMC, whichever is greater, for Persons performing servicing for loans similar
to the Loans purchased by such entity.

         Section 3.14. Information Required by the Internal Revenue Service and
Reports of Foreclosures and Abandonments of Mortgaged Property. The Servicer
shall prepare and deliver all federal and state information reports when and as
required by all applicable state and federal income tax laws. In particular,
with respect to the requirement under Section 6050J of the Code to the effect
that the Servicer or Subservicer shall make reports of foreclosures and
abandonments of any mortgaged property for each year beginning in ____, the
Servicer or Subservicer shall file reports relating to each instance occurring
during the previous calendar year in which the Servicer (i) on behalf of the
Issuer, acquires an interest in any Mortgaged Property through foreclosure or
other comparable conversion in full or partial satisfaction of a Loan, or (ii)
knows or has reason to know that any Mortgaged Property has been abandoned. The
reports from the Servicer or Subservicer shall be in form and substance
sufficient to meet the reporting requirements imposed by Section 6050J and
Section 6050H (reports relating to mortgage interest received) of the Code.

         Section 3.15.     Optional Purchase of Loans by Servicer.

         The Servicer may, at its option, repurchase a Loan which becomes 60 or
more days delinquent. The Servicer shall not use any procedure in selecting
Loans to be repurchased which is materially adverse to the interests of the
Securityholders. The Servicer shall purchase such delinquent Loan at a price
equal to the Repurchase Price. Any such repurchase of a Loan pursuant to this
Section 3.15 shall be accomplished by delivery to the Indenture Trustee for
deposit in the


                                       18

<PAGE>



Payment Account of the amount of the Repurchase Price. The Indenture Trustee
shall immediately effectuate the conveyance of such delinquent Loan to the
Servicer to the extent necessary, including the prompt delivery of all
documentation to the Servicer.


                                       19

<PAGE>



                                   ARTICLE IV

                              Servicing Certificate

         Section 4.01. Statements to Securityholders. (a) With respect to each
Payment Date, on the Business Day following the related Determination Date, the
Servicer shall forward to the Indenture Trustee the Loan information reasonably
available to the Servicer with respect to the Loans as the Indenture Trustee may
reasonably request in order for the Indenture Trustee to perform the
calculations necessary to prepare the statements contemplated by this Section
4.01 (the "Servicing Certificate"). The Indenture Trustee pursuant to Section
3.23 of the Indenture shall forward or cause to be forwarded by mail to each
Certificateholder, Noteholder, the Depositor, the Owner Trustee, the Certificate
Paying Agent and each Rating Agency, a statement setting forth the following
information as to the Notes and Certificates, to the extent applicable:

                        (i) the aggregate amount of (a) Interest Remittance
         Amount, (b) Principal Remittance Amount and (c) Substitution Amounts;

                        (ii) the amount of such distribution as principal to the
         Noteholders;

                        (iii) the amount of such distribution as interest to the
         Noteholders, separately stating the portion thereof in respect of
         overdue accrued interest;

                        (iv) the number and Aggregate Loan Balance of the Loans
         as of the end of the related Collection Period;

                        (v) the number and aggregate Principal Balances of Loans
         (a) as to which the Monthly Payment is Delinquent for 30-59 days, 60-89
         days and 90 or more days, respectively, (b) that are foreclosed, (c)
         that have become REO, and (d) that have been finally liquidated due to
         being 180 days or more delinquent, in each case as of the end of the
         related Collection Period; provided, however, that such information
         will not be provided on the statements relating to the first Payment
         Date;

                        (vi) the weighted average Loan Rate for the related
         Collection Period;

                        (vii) the Class Principal Balance after giving effect to
         the distribution of principal on such Payment Date;

                        (viii) the Certificate Distribution Amount immediately
         following such Payment Date;

                        (ix) the aggregate Servicing Fees for the related
         Collection Period;



                                       20

<PAGE>



                        (x) the Overcollateralization Amount and the Targeted
         Overcollateralization Amount immediately following such Payment Date;

                        (xi) the number and principal amount of Capitalization
         Workouts pursuant to Section 3.02(a)(v) entered into since the Closing
         Date;

                        (xii) the aggregate amount recovered during the related
         Collection Period consisting of all subsequent recoveries on any Loan
         that was 180 days or more delinquent; and

                        (xiii) the related Basis Risk Shortfall for the Class A,
         Class M-1 and Class B-1 Notes and the Available Funds Shortfall for the
         Class B-2 Notes on each Payment Date.

         In the case of information furnished pursuant to clauses (ii) and (iii)
above, the amounts shall be expressed as an aggregate dollar amount per Note or
Certificate, as applicable, with a $1,000 denomination.

         (b) In addition, with respect to each Payment Date, on the Business Day
following the related Determination Date, the Servicer shall forward to the
Rating Agencies the following information for each Capitalization Workout
entered into during the related Collection Period:

                        (i) the original Loan amount;

                        (ii) the Loan amount after the Capitalization Workout;

                        (iii) the original Monthly Payment amount;

                        (iv) the Monthly Payment amount after the Capitalization
         Workout;

                        (v) the Capitalized Amount as defined in Section
         3.02(a)(v) herein;

                        (vi) the Combined Loan-to-Value Ratio prior to the
         Capitalization Workout;

                        (vii) the Combined Loan-to-Value Ratio after the
         Capitalization Workout; and

                        (viii) if an appraisal was used in determining the
         Combined Loan-to-Value Ratio referred to in (vii) above, the type and
         date of appraisal.

         The Servicer shall also forward to the Indenture Trustee any other
information reasonably requested by the Indenture Trustee necessary to make
distributions pursuant to Section 3.05 of the Indenture. Prior to the close of
business on the Business Day next succeeding each Determination Date, the
Servicer shall furnish a written statement to the Certificate Paying Agent and
the Indenture Trustee setting forth the aggregate amounts required to be
withdrawn from the Custodial Account


                                       21

<PAGE>



and deposited into the Payment Account on the Business Day preceding the related
Payment Date pursuant to Section 3.03. The determination by the Servicer of such
amounts shall, in the absence of obvious error, be presumptively deemed to be
correct for all purposes hereunder and the Owner Trustee and Indenture Trustee
shall be protected in relying upon the same without any independent check or
verification. In addition, upon the Issuer's written request, the Servicer shall
promptly furnish information reasonably requested by the Issuer that is
reasonably available to the Servicer to enable the Issuer to perform its federal
and state income tax reporting obligations.

         Section 4.02. Tax Reporting. So long as 100% of the Certificates are
owned by the same person, then no separate federal and state income tax returns
and information returns or reports will be filed with respect to the Issuer, and
the Issuer will be treated as an entity disregarded from the 100%
Certificateholder.


                                       22

<PAGE>



                                    ARTICLE V

                                 Payment Account

         Section 5.01. Payment Account. The Indenture Trustee shall establish
and maintain a Payment Account titled "[Name of Indenture Trustee], as Indenture
Trustee, for the benefit of the Securityholders and the Certificate Paying Agent
pursuant to the Indenture, dated as of __________________, between _____ Trust
Series ____-__ and [Name of Indenture Trustee]". The Payment Account shall be an
Eligible Account. On each Payment Date, amounts on deposit in the Payment
Account will be distributed by the Indenture Trustee in accordance with Section
3.05 of the Indenture. The Indenture Trustee may invest or cause the institution
maintaining the Payment Account to invest the funds in the Payment Account in
Permitted Investments designated in the name of the Indenture Trustee, which
shall mature not later than the Business Day next preceding the Payment Date
next following the date of such investment. All income and gain realized from
any such investment shall be for the benefit of the Indenture Trustee and shall
be subject to its withdrawal or order from time to time. The amount of any
losses incurred in respect of any such investments shall be deposited in the
Payment Account by the Indenture Trustee out of its own funds immediately as
realized.


                                       23

<PAGE>



                                   ARTICLE VI

                                  The Servicer

         Section 6.01. Liability of the Servicer. The Servicer shall be liable
in accordance herewith only to the extent of the obligations specifically
imposed upon and undertaken by the Servicer herein.

         Section 6.02. Merger or Consolidation of, or Assumption of the
Obligations of, the Servicer. Any corporation into which the Servicer 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 Servicer
shall be a party, or any corporation succeeding to the business of the Servicer,
shall be the successor of the Servicer, hereunder, without the execution or
filing of any paper or any further act on the part of any of the parties hereto,
anything herein to the contrary notwithstanding.

         The Servicer may assign its rights and delegate its duties and
obligations under this Servicing Agreement; provided that the Person accepting
such assignment or delegation shall be a Person which is qualified to service
mortgage loans similar to those in the Trust Estate, is reasonably satisfactory
to the Indenture Trustee (as pledgee of the Loans) and the Issuer, is willing to
service the Loans and executes and delivers to the Indenture Trustee and the
Issuer an agreement, in form and substance reasonably satisfactory to the
Indenture Trustee and the Issuer, which contains an assumption by such Person of
the due and punctual performance and observance of each covenant and condition
to be performed or observed by the Servicer under this Servicing Agreement;
provided further that each Rating Agency's rating of the Securities in effect
immediately prior to such assignment and delegation will not be qualified,
reduced, or withdrawn as a result of such assignment and delegation (as
evidenced by a letter to such effect from each Rating Agency); and provided
further that the Owner Trustee receives an Opinion of Counsel to the effect that
such assignment or delegation shall not cause the Owner Trust to be treated as a
corporation for federal or state income tax purposes.

         Section 6.03. Limitation on Liability of the Servicer and Others.
Neither the Servicer nor any of the directors or officers or employees or agents
of the Servicer shall be under any liability to the Issuer, the Owner Trustee,
the Indenture Trustee or the Securityholders for any action taken or for
refraining from the taking of any action in good faith pursuant to this
Servicing Agreement, provided, however, that this provision shall not protect
the Servicer or any such Person against any liability which would otherwise be
imposed by reason of its willful misfeasance, bad faith or gross negligence in
the performance of its duties hereunder or by reason of its reckless disregard
of its obligations and duties hereunder. The Servicer and any director or
officer or employee or agent of the Servicer may rely in good faith on any
document of any kind prima facie properly executed and submitted by any Person
respecting any matters arising hereunder. The Servicer and any director or
officer or employee or agent of the Servicer shall be indemnified by the Issuer
and held harmless against any loss, liability or expense incurred in connection
with any legal action relating to this Servicing Agreement or the Securities,
other than any loss, liability or expense incurred by reason of its willful
misfeasance, bad faith or gross negligence in the performance of its duties
hereunder


                                       24

<PAGE>



or by reason of its reckless disregard of its obligations and duties hereunder.
The Servicer shall not be under any obligation to appear in, prosecute or defend
any legal action which is not incidental to its duties to service the Loans in
accordance with this Servicing Agreement, and which in its opinion may involve
it in any expense or liability; provided, however, that the Servicer may in its
sole discretion undertake any such action which it may deem necessary or
desirable in respect of this Servicing Agreement, and the rights and duties of
the parties hereto and the interests of the Securityholders. In such event, the
reasonable legal expenses and costs of such action and any liability resulting
therefrom shall be expenses, costs and liabilities of the Issuer, and the
Servicer shall be entitled to be reimbursed therefor. The Servicer's right to
indemnity or reimbursement pursuant to this Section 6.03 shall survive any
resignation or termination of the Servicer pursuant to Section 6.04 or 7.01 with
respect to any losses, expenses, costs or liabilities arising prior to such
resignation or termination (or arising from events that occurred prior to such
resignation or termination).

         Section 6.04. Servicer Not to Resign. Subject to the provisions of
Section 6.02, the Servicer shall not resign from the obligations and duties
hereby imposed on it except (i) upon determination that the performance of its
obligations or duties hereunder are no longer permissible under applicable law
or are in material conflict by reason of applicable law with any other
activities carried on by it or its subsidiaries or Affiliates, the other
activities of the Servicer so causing such a conflict being of a type and nature
carried on by the Servicer or its subsidiaries or Affiliates at the date of this
Servicing Agreement or (ii) upon satisfaction of the following conditions: (a)
the Servicer has proposed a successor servicer to the Issuer and the Indenture
Trustee in writing and such proposed successor servicer is reasonably acceptable
to the Issuer and the Indenture Trustee; and (b) each Rating Agency shall have
delivered a letter to the Issuer and the Indenture Trustee prior to the
appointment of the successor servicer stating that the proposed appointment of
such successor servicer as Servicer hereunder will not result in the reduction
or withdrawal of the then current rating of the Securities; provided, however,
that no such resignation by the Servicer shall become effective until such
successor servicer or, in the case of (i) above, the Indenture Trustee, as
pledgee of the Loans, shall have assumed the Servicer's responsibilities and
obligations hereunder or the Indenture Trustee, as pledgee of the Loans, shall
have designated a successor servicer in accordance with Section 7.02. Any such
resignation shall not relieve the Servicer of responsibility for any of the
obligations specified in Sections 7.01 and 7.02 as obligations that survive the
resignation or termination of the Servicer. Any such determination permitting
the resignation of the Servicer shall be evidenced by an Opinion of Counsel to
such effect delivered to the Indenture Trustee.

         Section 6.05. Delegation of Duties. In the ordinary course of business,
the Servicer at any time may delegate any of its duties hereunder to any Person,
including any of its Affiliates, who agrees to conduct such duties in accordance
with standards comparable to those with which the Servicer complies pursuant to
Section 3.01. Such delegation shall not relieve the Servicer of its liabilities
and responsibilities with respect to such duties and shall not constitute a
resignation within the meaning of Section 6.04.


                                       25

<PAGE>



                                   ARTICLE VII

                                     Default

         Section 7.01. Servicing Default. If any one of the following events
("Servicing Default") shall occur and be continuing:

                         (i) Any failure by the Servicer to deposit in the
         Custodial Account or Payment Account any deposit required to be made
         under the terms of this Servicing Agreement which continues unremedied
         for a period of three Business Days after the date upon which written
         notice of such failure shall have been given to the Servicer by the
         Issuer or the Indenture Trustee; or

                        (ii) Failure on the part of the Servicer duly to observe
         or perform in any material respect any other covenants or agreements of
         the Servicer set forth in the Securities or in this Servicing
         Agreement, which failure, in each case, materially and adversely
         affects the interests of Securityholders and which continues unremedied
         for a period of 45 days after the date on which written notice of such
         failure, requiring the same to be remedied, and stating that such
         notice is a "Notice of Default" hereunder, shall have been given to the
         Servicer by the Issuer or the Indenture Trustee; or

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

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



                                       26

<PAGE>



Then, and in every such case, so long as a Servicing Default shall not have been
remedied by the Servicer, either the Issuer or the Indenture Trustee, by notice
then given in writing to the Servicer shall terminate all of the rights and
obligations of the Servicer as servicer under this Servicing Agreement other
than its right to receive servicing compensation and expenses for servicing the
Loans hereunder during any period prior to the date of such termination and the
Issuer or the Indenture Trustee, may exercise any and all other remedies
available at law or equity. Any such notice to the Servicer shall also be given
to each Rating Agency and the Issuer. On or after the receipt by the Servicer of
such written notice, all authority and power of the Servicer under this
Servicing Agreement, whether with respect to the Securities or the Loans or
otherwise, shall, subject to Section 7.02 of this Agreement, pass to and be
vested in the Indenture Trustee, pursuant to and under this Section 7.01; and,
without limitation, the Indenture 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 of each
Loan and related documents, or otherwise. The Servicer agrees to cooperate with
the Indenture Trustee in effecting the termination of the responsibilities and
rights of the Servicer hereunder, including, without limitation, the transfer to
the Indenture Trustee for the administration by it of all cash amounts relating
to the Loans that shall at the time be held by the Servicer and to be deposited
by it in the Custodial Account, or that have been deposited by the Servicer in
the Custodial Account or thereafter received by the Servicer with respect to the
Loans. All reasonable costs and expenses (including, but not limited to,
attorneys' fees) incurred in connection with amending this Servicing Agreement
to reflect such succession as Servicer pursuant to this Section 7.01 shall be
paid by the predecessor Servicer (or if the predecessor Servicer is the
Indenture Trustee, the initial Servicer) upon presentation of reasonable
documentation of such costs and expenses.

         Notwithstanding any termination of the activities of the Servicer
hereunder, the Servicer shall be entitled to receive, out of any late collection
of a payment on a Loan which was due prior to the notice terminating the
Servicer's rights and obligations hereunder and received after such notice, that
portion to which the Servicer would have been entitled pursuant to Sections 3.03
and 3.09 as well as its Servicing Fee in respect thereof, and any other amounts
payable to the Servicer hereunder the entitlement to which arose prior to the
termination of its activities hereunder.

         Notwithstanding the foregoing, a delay in or failure of performance
under Section 7.01(i) or under Section 7.01(ii) after the applicable grace
periods specified in such Sections, shall not constitute a Servicing Default if
such delay or failure could not be prevented by the exercise of reasonable
diligence by the Servicer and such delay or failure was caused by an act of God
or the public enemy, acts of declared or undeclared war, public disorder,
rebellion or sabotage, epidemics, landslides, lightning, fire, hurricanes,
earthquakes, floods or similar causes. The preceding sentence shall not relieve
the Servicer from using reasonable efforts to perform its respective obligations
in a timely manner in accordance with the terms of this Servicing Agreement and
the Servicer shall provide the Indenture Trustee and the Securityholders with
notice of such failure or delay by it,


                                       27

<PAGE>



together with a description of its efforts to so perform its obligations. The
Servicer shall immediately notify the Indenture Trustee and the Owner Trustee in
writing of any Servicing Default.

         Section 7.02. Indenture Trustee to Act; Appointment of Successor. (a)
On and after the time the Servicer receives a notice of termination pursuant to
Section 7.01 or sends a notice pursuant to Section 6.04, the Indenture Trustee
shall be the successor in all respects to the Servicer in its capacity as
servicer under this Servicing Agreement and the transactions set forth or
provided for herein and shall be subject to all the responsibilities, duties and
liabilities relating thereto placed on the Servicer by the terms and provisions
hereof. Nothing in this Servicing Agreement or in the Trust Agreement shall be
construed to permit or require the Indenture Trustee to (i) succeed to the
responsibilities, duties and liabilities of the initial Servicer in its capacity
as Seller under the Loan Purchase Agreement, (ii) be responsible or accountable
for any act or omission of the Servicer prior to the issuance of a notice of
termination hereunder, (iii) require or obligate the Indenture Trustee, in its
capacity as successor Servicer, to purchase, repurchase or substitute any Loan,
(iv) fund any losses on any Permitted Investment directed by any other Servicer
or (v) be responsible for the representations and warranties of the Servicer. As
compensation therefor, the Indenture Trustee shall be entitled to such
compensation as the Servicer would have been entitled to hereunder if no such
notice of termination had been given. Notwithstanding the above, (i) if the
Indenture Trustee is unwilling to act as successor Servicer, or (ii) if the
Indenture Trustee is legally unable so to act, the Indenture Trustee may (in the
situation described in clause (i)) or shall (in the situation described in
clause (ii)) appoint or petition a court of competent jurisdiction to appoint
any established housing and home finance institution, bank or other mortgage
loan or home equity loan servicer having a net worth of not less than
$10,000,000 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; provided that the appointment of any such successor Servicer will not
result in the qualification, reduction or withdrawal of the ratings assigned to
the Securities by the Rating Agencies. Pending appointment of a successor to the
Servicer hereunder, unless the Indenture Trustee is prohibited by law from so
acting, the Indenture Trustee shall act in such capacity as hereinabove
provided. In connection with such appointment and assumption, the successor
shall be entitled to receive compensation out of payments on Loans in an amount
equal to the compensation which the Servicer would otherwise have received
pursuant to Section 3.09 (or such lesser compensation as the Indenture Trustee
and such successor shall agree). The appointment of a successor Servicer shall
not affect any liability of the predecessor Servicer which may have arisen under
this Servicing Agreement prior to its termination as Servicer (including,
without limitation, the obligation to purchase Loans pursuant to Section 3.01 or
to pay any deductible under an insurance policy pursuant to Section 3.04), nor
shall any successor Servicer be liable for any acts or omissions of the
predecessor Servicer or for any breach by such Servicer of any of its
representations or warranties contained herein or in any related document or
agreement. The Indenture Trustee and such successor shall take such action,
consistent with this Servicing Agreement, as shall be necessary to effectuate
any such succession.

         (b) Any successor, including the Indenture Trustee, to the Servicer as
servicer shall during the term of its service as servicer (i) continue to
service and administer the Loans for the benefit of the Securityholders and (ii)
maintain in force a policy or policies of insurance covering


                                       28

<PAGE>



errors and omissions in the performance of its obligations as Servicer hereunder
and a fidelity bond in respect of its officers, employees and agents to the same
extent as the Servicer is so required pursuant to Section 3.13.

         (c) Any successor Servicer, including the Indenture Trustee, shall not
be deemed in default or to have breached its duties hereunder if the predecessor
Servicer shall fail to deliver any required deposit to the Custodial Account or
otherwise cooperate with any required servicing transfer or succession
hereunder.

         Section 7.03. Notification to Securityholders. Upon any termination of
or appointment of a successor to the Servicer pursuant to this Article VII or
Section 6.04, the Indenture Trustee shall give prompt written notice thereof to
the Securityholders, the Issuer and each Rating Agency.


                                       29

<PAGE>



                                  ARTICLE VIII

                            Miscellaneous Provisions

         Section 8.01. Amendment. This Servicing Agreement may be amended from
time to time by the parties hereto, provided that any amendment be accompanied
by a letter from the Rating Agencies that the amendment will not result in the
downgrading or withdrawal of the rating then assigned to the Securities, and the
consent of the Indenture Trustee. Promptly after the execution by the Servicer,
the Issuer and the Indenture Trustee of any amendment of this Servicing
Agreement pursuant to this Section 8.01, the Indenture Trustee shall provide the
Custodian with written copies thereof. Any failure of the Indenture Trustee to
mail such notice, or any defect therein, shall not, however, in any way impair
or affect the validity of any such amendment.

         SECTION 8.02. GOVERNING LAW. THIS SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK AND THE
OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN
ACCORDANCE WITH SUCH LAWS.

         Section 8.03. Notices. All demands, notices and communications
hereunder shall be in writing and shall be deemed to have been duly given if
personally delivered at or mailed by certified mail, return receipt requested,
to (a) in the case of the Servicer, [Name of Servicer],
________________________________________________, Attention: ___________, (b) in
the case of Moody's, Home Mortgage Loan Monitoring Group, 99 Church Street, 4th
Floor, New York, New York 10007, (c) in the case of Standard & Poor's, 55 Water
Street - 41st Floor, New York, New York 10041, Attention: Residential Mortgage
Surveillance Group, (d) in the case of the Owner Trustee, [Name of Owner
Trustee], ____________________________________, Attention: _______ Trust Series
____-__, (e) in the case of the Issuer, to ______ Trust Series ____-__, c/o
Owner Trustee, [Name of Owner Trustee], ______________________________________,
Attention: ______ Trust Series ____-__, (f) in the case of the Indenture
Trustee, [Name of Indenture Trustee], ___________________________, Attention:
_______________ and (g) in the case of the Underwriter, at [Name of
Underwriter], _____________________________________, Attention:
________________; or, as to each party, at such other address as shall be
designated by such party in a written notice to each other party. Any notice
required or permitted to be mailed to a Securityholder shall be given by first
class mail, postage prepaid, at the address of such Securityholder as shown in
the Register. Any notice so mailed within the time prescribed in this Servicing
Agreement shall be conclusively presumed to have been duly given, whether or not
the Securityholder receives such notice. Any notice or other document required
to be delivered or mailed by the Indenture Trustee to any Rating Agency shall be
given on a reasonable efforts basis and only as a matter of courtesy and
accommodation and the Indenture Trustee shall have no liability for failure to
delivery such notice or document to any Rating Agency.

         Section 8.04. Severability of Provisions. If any one or more of the
covenants, agreements, provisions or terms of this Servicing Agreement shall be
for any reason whatsoever held invalid, then


                                       30

<PAGE>



such covenants, agreements, provisions or terms shall be deemed severable from
the remaining covenants, agreements, provisions or terms of this Servicing
Agreement and shall in no way affect the validity or enforceability of the other
provisions of this Servicing Agreement or of the Securities or the rights of the
Securityholders thereof.

         Section 8.05. Third-Party Beneficiaries. This Servicing Agreement will
inure to the benefit of and be binding upon the parties hereto, the
Securityholders, the Owner Trustee and their respective successors and permitted
assigns. Except as otherwise provided in this Servicing Agreement, no other
Person will have any right or obligation hereunder.

       Section 8.06. Counterparts. This instrument may be executed in any number
of counterparts, each of which so executed shall be deemed to be an original,
but all such counterparts shall together constitute but one and the same
instrument.

        Section 8.07. Effect of Headings and Table of Contents. The Article and
Section headings herein and the Table of Contents are for convenience only and
shall not affect the construction hereof.

         Section 8.08. Termination Upon Purchase by the Servicer or Liquidation
of All Loans; Partial Redemption. (a) The respective obligations and
responsibilities of the Servicer, the Issuer and the Indenture Trustee created
hereby shall terminate upon the last action required to be taken by the Issuer
pursuant to the Trust Agreement and by the Indenture Trustee pursuant to the
Indenture following the earlier of:

                        (i) the date on or before which the Indenture or Trust
         Agreement is terminated, or

                        (ii) the purchase by the Servicer from the Issuer of all
         Loans and all property acquired in respect of any Loan at a price equal
         to the Termination Price.

The right of the Servicer to purchase the assets of the Issuer pursuant to
clause (ii) above on any Payment Date is conditioned upon the Aggregate Loan
Balance (after applying payments received in the related Collection Period) as
of such Payment Date being less than ten percent of the Aggregate Loan Balance
as of the Cut-off Date. If such right is exercised by the Servicer, the Servicer
shall deposit the Termination Price calculated pursuant to clause (ii) above
with the Indenture Trustee pursuant to Section 4.10 of the Indenture and, upon
the receipt of such deposit, the Indenture Trustee or Custodian shall release to
the Servicer, the files pertaining to the Loans being purchased.





                                       31

<PAGE>



         (b) The Servicer, at its expense, shall prepare and deliver to the
Indenture Trustee for execution, at the time the Loans are to be released to the
Servicer, appropriate documents assigning each such Loan from the Indenture
Trustee or the Issuer to the Servicer or the appropriate party.

         (c) The Servicer shall give the Indenture Trustee not less than seven
Business Days' prior written notice of the Payment Date on which the Servicer
anticipates that the final distribution will be made to Noteholders. Notice of
any termination, specifying the anticipated Final Scheduled Payment Date or
other Payment Date (which shall be a date that would otherwise be a Payment
Date) upon which the Noteholders may surrender their Notes to the Indenture
Trustee (if so required by the terms hereof) for payment of the final
distribution and cancellation, shall be given promptly by the Servicer to the
Indenture Trustee specifying:

                  (i) the anticipated Final Scheduled Payment Date or other
         Payment Date upon which final payment of the Notes is anticipated to be
         made upon presentation and surrender of Notes at the office or agency
         of the Indenture Trustee therein designated; and

                  (ii)     the amount of any such final payment, if known.

         Section 8.09.     Certain Matters Affecting the Indenture Trustee.
For all purposes of this Servicing Agreement, in the performance of any of its
duties or in the exercise of any of its powers hereunder, the Indenture Trustee
shall be subject to and entitled to the benefits of Article VI of the Indenture.

         Section 8.10. Owner Trustee Not Liable for Related Documents. The
recitals contained herein shall be taken as the statements of the Depositor, and
the Owner Trustee assumes no responsibility for the correctness thereof. The
Owner Trustee makes no representations as to the validity or sufficiency of this
Servicing Agreement, of any Basic Document or of the Certificates (other than
the signatures of the Owner Trustee on the Certificates) or the Notes, or of any
Related Documents. The Owner Trustee shall at no time have any responsibility or
liability with respect to the sufficiency of the Owner Trust Estate or its
ability to generate the payments to be distributed to Certificateholders under
the Trust Agreement or the Noteholders under the Indenture, including, the
compliance by the Depositor or the Seller with any warranty or representation
made under any Basic Document or in any related document or the accuracy of any
such warranty or representation, or any action of the Certificate Paying Agent,
the Certificate Registrar or the Indenture Trustee taken in the name of the
Owner Trustee.

         It is expressly understood and agreed by the parties hereto that with
respect to the execution of this Agreement by [Name of Owner Trustee] (the
"Trust Company") for the Issuer (a) this Agreement is executed and delivered by
the Trust Company, not individually or personally, but solely as Owner Trustee,
in the exercise of the powers and authority conferred and vested in it, pursuant
to the Owner Trust Agreement, (b) each of the representations, undertakings and
agreements herein made on the part of the Issuer is made and intended not as
personal representations, undertakings and agreements by the Trust Company but
is made and intended for


                                       32

<PAGE>



the purpose for binding only the Issuer, (c) nothing herein contained shall be
construed as creating any liability on the Trust Company, individually or
personally, to perform any covenant either expressed or implied contained
herein, all such liability, if any, being expressly waived by the parties hereto
and by any person claiming by, through or under the parties hereto, and (d)
under no circumstances shall the Trust Company be personally liable for the
payment of any indebtedness or expenses of the Issuer or be liable for the
breach or failure of any obligation, representation, warranty or covenant made
or undertaken by the Issuer under this Agreement or any other related documents.


                                       33

<PAGE>



         IN WITNESS WHEREOF, the Servicer, the Indenture Trustee and the Issuer
have caused this Servicing Agreement to be duly executed by their respective
officers or representatives all as of the day and year first above written.


                                     -----------------------------------------
                                     [NAME OF SERVICER],
                                              as Servicer


                                     By:
                                         -------------------------------------
                                     Name:
                                     Title:

                                     ______ TRUST SERIES ____-__



                                     By: [NAME OF OWNER TRUSTEE], not in its
                                         individual capacity but solely as Owner
                                         Trustee

                                     By:
                                         -------------------------------------
                                     Name:
                                     Title:


                                     [NAME OF INDENTURE TRUSTEE], as Indenture
                                     Trustee


                                     By:
                                         -------------------------------------
                                     Name:
                                     Title:



                                       34

<PAGE>



                                    EXHIBIT A
                                  LOAN SCHEDULE



                           TO BE PROVIDED UPON REQUEST



<PAGE>



                                    EXHIBIT B
                            LIMITED POWER OF ATTORNEY

KNOW ALL MEN BY THESE PREMISES:

That [Name of Indenture Trustee], as Indenture Trustee (the "Trustee"), under
the Indenture (the "Indenture") among ________________________________________
and the Indenture Trustee, a national banking association organized and existing
under the laws of the State of ________, and having its principal office located
at_____________________________________________, hath made, constituted and
appointed, and does by these presents make, constitute and appoint
________________________, a corporation organized and existing under the laws of
the State of ______________, its true and lawful Attorney-in-Fact, with full
power and authority to sign, execute, acknowledge, deliver, file for record, and
record any instrument on its behalf and to perform such other act or acts as may
be customarily and reasonably necessary and appropriate to effectuate the
following enumerated transactions in respect of any of the mortgages or deeds of
trust (the "Mortgages" and the "Deeds of Trust", respectively) creating a trust,
second lien, third lien or an estate in fee simple interest in real property
securing a Loan and promissory notes secured thereby (the "Mortgage Notes") for
which the undersigned is acting as Indenture Trustee for various Securityholders
(whether the undersigned is named therein as mortgagee or beneficiary or has
become mortgagee by virtue of Endorsement of the Mortgage Note secured by any
such Mortgage or Deed of Trust) and for which [Name of Servicer] is acting as
Servicer pursuant to a Servicing Agreement, dated as of ____________ 1, ____
(the "Servicing Agreement").

This appointment shall apply only to transactions which the Trustee is
authorized to enter into under the Indenture, but in no event shall apply to any
transactions other than the following enumerated transactions only:

1.       The modification or re-recording of a Mortgage or Deed of Trust, where
         said modification or re-recording is for the purpose of correcting the
         Mortgage or Deed of Trust to conform same to the original intent of the
         parties thereto or to correct title errors discovered after such title
         insurance was issued and said modification or re-recording, in either
         instance, does not adversely affect the lien of the Mortgage or Deed of
         Trust as insured.

2.       The subordination of the lien of a Mortgage or Deed of Trust to an
         easement in favor of a public utility company or a government agency or
         unit with powers of eminent domain; this section shall include, without
         limitation, the execution of partial satisfactions/releases, partial
         reconveyances or the execution of requests to trustees to accomplish
         same.

3.       With respect to a Mortgage or Deed of Trust, the foreclosure, the
         taking of a deed in lieu of foreclosure, or the completion of judicial
         or non-judicial foreclosure or termination, cancellation or rescission
         of any such foreclosure, including, without limitation, any and all of
         the following acts:




<PAGE>



         a.   The substitution of trustee(s) serving under a Deed of Trust, in
              accordance with state law and the Deed of Trust;

         b.   Statements of breach or non-performance;

         c.   Notices of default;

         d.   Cancellations/rescissions of notices of default and/or notices of
              sale;

         e.   The taking of a deed in lieu of foreclosure; and

         f.   Such other documents and actions as may be necessary under the
              terms of the Mortgage, Deed of Trust or state law to
              expeditiously complete said transactions.

4.       The conveyance of the properties to the mortgage insurer, or the
         closing of the title to the property to be acquired as real estate
         owned, or conveyance of title to real estate owned.

5.       The completion of loan assumption agreements.

6.       The full satisfaction/release of a Mortgage or Deed of Trust or full
         reconveyance upon payment and discharge of all sums secured thereby,
         including, without limitation, cancellation of the related Mortgage
         Note.

7.       The assignment of any Mortgage or Deed of Trust and the related
         Mortgage Note, in connection with the repurchase of the Loan secured
         and evidenced thereby.

8.       The full assignment of a Mortgage or Deed of Trust upon payment and
         discharge of all sums secured thereby in conjunction with the
         refinancing thereof, including, without limitation, the endorsement of
         the related Mortgage Note.

9.       The modification or re-recording of a Mortgage or Deed of Trust, where
         said modification or re-recording is for the purpose of any
         modification pursuant to Section 3.01 of the Servicing Agreement.

10.      The subordination of the lien of a Mortgage or Deed of Trust, where
         said subordination is in connection with any modification pursuant to
         Section 3.01 of the Servicing Agreement, and the execution of partial
         satisfactions/releases in connection with such same Section 3.01.

The undersigned gives said Attorney-in-Fact full power and authority to execute
such instruments and to do and perform all and every act and thing necessary and
proper to carry into effect the power or powers granted by or under this Limited
Power of Attorney as fully as the undersigned might or could do, and hereby does
ratify and confirm to all that said Attorney-in-Fact shall lawfully do or cause
to be done by authority hereof.




<PAGE>



Third parties without actual notice may rely upon the exercise of the power
granted under this Limited Power of Attorney; and may be satisfied that this
Limited Power of Attorney shall continue in full force and effect has not been
revoked unless an instrument of revocation has been made in writing by the
undersigned.


                                        [NAME OF INDENTURE TRUSTEE], not in its
                                        individual capacity, but solely as
                                        Indenture Trustee under the Agreements
                                        and the Indentures




------------------------------          ----------------------------------------
Name:                                   Name:
     -------------------------               ----------------------------------

Title:                                   Title:
     -------------------------               ----------------------------------


<PAGE>




STATE OF          )
                  SS.
COUNTY OF         )


         On this __ day of ____________, ____, before me the undersigned, Notary
Public of said State, personally appeared _______________________________ and
_____________________ personally known to me to be duly authorized officers of
[Name of Indenture Trustee] that executed the within instrument and personally
known to me to be the persons who executed the within instrument on behalf of
[Name of Indenture Trustee] therein named, and acknowledged to me such [Name of
Indenture Trustee] executed the within instrument pursuant to its by-laws.

                                         WITNESS my hand
and official seal.


                                         --------------------------------
                                         Notary Public in and for the
                                         State of
                                                  -----------------------

After recording, please mail to:
--------------------------------
--------------------------------
--------------------------------
Attn:
     ---------------------------



<PAGE>



                                    EXHIBIT C
                           FORM OF REQUEST FOR RELEASE

To:      [Custodian]

          Re:  Servicing Agreement, dated as of ____________ 1, ____, among
               [Name of Indenture Trustee], as Indenture Trustee, ______ Trust
               Series ____-__, as Issuer, and [Name of Servicer], as Servicer

         In connection with the administration of the Loans held by you as the
Custodian on behalf of the Indenture Trustee under the Custodial Agreement,
dated as of _________ 1, ____, among the Indenture Trustee, and [Name of
Custodian], we request the release, and acknowledge receipt, of the (Custodial
File/[specify documents]) for the Loan described below, for the reason
indicated.

Mortgagor's Name Address & Zip Code:

Loan Number:

Reason for Requesting Documents (check one)

___  1. Loan Paid in Full (The undersigned hereby certifies that all amounts
     received in connection therewith have been credited to the account of the
     Indenture Trustee.)

___  2. Loan Liquidated by ____________________ (The undersigned hereby
     certifies that all proceeds of foreclosure, insurance, condemnation or
     other liquidation have been finally received and credited to the Custodial
     Account.)

___  3. Loan in Foreclosure

___  4. Other (explain)

         If box 1 or 2 above is checked, and if all or part of the Custodial
File was previously released to us, please release to us our previous request
and receipt on file with you, as well as any additioal documents in your
possession relating to the specified Loan.

         If box 3 or 4 above is checked, upon our return of all of the above
documents to you as the Custodian, please acknowledge your receipt by signing in
the space indicated below, and returning this form.

                                           [NAME OF SERVICER], as Servicer


                                           By:
                                              --------------------------------
                                                    Name:
                                                    Title:

                                           Date:
                                                -------------------------------
Acknowledgment of Documents returned to the Custodian:



<PAGE>


                                          [NAME OF CUSTODIAN], as Custodian


                                           By:
                                              --------------------------------
                                                    Name:
                                                    Title:

                                           Date:
                                                -------------------------------