EXHIBIT 4.4




                       [         ] 200__-[ ], as Issuer




                        INDYMAC MBS, INC., as Depositor




           ____________________, as Trust Administrator and Servicer




                    ____________________________, as Seller




                                      and




          ____________________________________, as Indenture Trustee




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

                         SALE AND SERVICING AGREEMENT




                           Dated as of _______, 200_

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




                                 [ ] 200__-[ ]
                             MORTGAGE BACKED NOTES






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                               TABLE OF CONTENTS

                                                                          Page
                                                                          ----


                                   ARTICLE I

                                  DEFINITIONS

Section 1.01.  Definitions...................................................4
Section 1.02.  Calculations With Respect to the Mortgage Loans..............47
Section 1.03.  Calculations With Respect to Accrued Interest................47

                                  ARTICLE II

                         CONVEYANCE OF MORTGAGE LOANS

Section 2.01.  Creation and Declaration of Trust Estate; Conveyance of
                    Mortgage Loans..........................................47
Section 2.02.  Acceptance of Trust Estate; Review of Documentation..........53
Section 2.03.  Grant Clause.................................................54
Section 2.04.  Option to Contribute Derivative Instrument...................56

                                  ARTICLE III

                        REPRESENTATIONS AND WARRANTIES

Section 3.01.  Representations and Warranties of the Depositor and
                    the Seller..............................................56
Section 3.02.  Discovery of Breach..........................................58
Section 3.03.  Repurchase, Purchase or Substitution of Mortgage Loans.......59

                                  ARTICLE IV

             ADMINISTRATION AND SERVICING OF MORTGAGE LOANS BY THE
                     SERVICER AND THE TRUST ADMINISTRATOR

Section 4.01.  Servicer to Perform Servicing Responsibilities...............59
Section 4.02.  Duties of the Servicer; Representations and Warranties.......60
Section 4.03.  Servicer Fidelity Bond and Servicer Errors and Omissions
                    Insurance Policy........................................62
Section 4.04.  Servicer's Financial Statements and Related Information......63
Section 4.05.  Power to Act; Procedures.....................................63
Section 4.06.  [Reserved]...................................................66
Section 4.07.  Establishment of and Deposits to Collection Account..........66
Section 4.08.  Application of Funds in the Collection Account...............68
Section 4.09.  Servicing of the Mortgage Loans..............................70
Section 4.10.  Reports to Trust Administrator...............................77
Section 4.11.  Reports to Indenture Trustee and Noteholders.................77

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Section 4.12.  Transfers of Mortgaged Property..............................80
Section 4.13.  Termination for Cause........................................81
Section 4.14.  Assumption of Servicing by Indenture Trustee, Successor
                    to Servicer.............................................83
Section 4.15.  [Reserved]...................................................85
Section 4.16.  Release of Mortgage Files....................................85
Section 4.17.  Documents, Records and Funds in Possession of Servicer
                    To Be Held for Indenture Trustee........................86
Section 4.18.  Opinion......................................................87
Section 4.19.  [Reserved]...................................................87
Section 4.20.  [Reserved]...................................................87
Section 4.21.  [Reserved]...................................................87
Section 4.22.  Indenture Trustee To Retain Possession of Certain
                    Insurance Policies and Documents........................87
Section 4.23.  Compensation to the Servicer.................................88
Section 4.24.  [Reserved]...................................................88
Section 4.25.  Reports to the Indenture Trustee.............................88
Section 4.26.  Annual Officer's Certificate as to Compliance................89
Section 4.27.  Inspection...................................................89
Section 4.28.  Merger or Consolidation......................................90
Section 4.29.  Resignation of Servicer......................................90
Section 4.30.  Assignment or Delegation of Duties by the Servicer...........90
Section 4.31.  Limitation on Liability of the Servicer and Others...........91
Section 4.32.  Indemnification; Third Party Claims..........................91
Section 4.33.  Alternative Index............................................92
Section 4.34.  Miscellaneous Servicing Provisions...........................92
Section 4.35.  Advance Facility.............................................92

                                   ARTICLE V

                       DEPOSITS AND PAYMENTS TO HOLDERS

Section 5.01.  The Collection Account.......................................93
Section 5.02.  Payments from the Collection Account.........................93
Section 5.03.  [Reserved]..................................................107
Section 5.04.  Control of the Trust Account and Deferred Interest..........107
Section 5.05.  Advances by Servicer........................................111
Section 5.06.  The Interest Rate Cap Agreements............................111
Section 5.07.  [ [Class AF-5B] Policy; Rights of the
                    [Class AF-5B] Insurer..................................113

                                  ARTICLE VI

                       ADMINISTRATION OF THE AGREEMENTS

Section 6.01.  Duties of the Trust Administrator...........................116
Section 6.02.  Duties of the Trust Administrator With Respect to
                    the Indenture, the Trust Agreement and this Agreement..119

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Section 6.03.  Records.....................................................119
Section 6.04.  Compensation................................................119
Section 6.05.  Additional Information to be Furnished to the Issuer........119
Section 6.06.  Independence of the Trust Administrator.....................119
Section 6.07.  No Joint Venture............................................120
Section 6.08.  Other Activities of Trust Administrator and the Depositor...120
Section 6.09.  Resignation and Removal of Trust Administrator..............120
Section 6.10.  Action upon Termination, Resignation or Removal of the
                    Trust Administrator....................................122

                                  ARTICLE VII

                          SERVICER EVENTS OF DEFAULT

Section 7.01.  Servicer Events of Default; Indenture Trustee To Act;
                    Appointment of Successor...............................122
Section 7.02.  Additional Remedies of Indenture Trustee Upon Servicer
                    Event of Default.......................................127
Section 7.03.  Waiver of Defaults..........................................127
Section 7.04.  Notification to Holders.....................................127
Section 7.05.  Directions by Noteholders and Duties of Indenture
                    Trustee During Servicer Event of Default...............127
Section 7.06.  Action Upon Certain Failures of the Servicer and Upon
                    Servicer Event of Default..............................128

                                 ARTICLE VIII

                                  TERMINATION

Section 8.01.  Termination.................................................128
Section 8.02.  Termination Prior to Maturity Date; Optional Redemption.....128
Section 8.03.  Certain Notices upon Final Payment..........................129

                                  ARTICLE IX

                           MISCELLANEOUS PROVISIONS

Section 9.01.  Binding Nature of Agreement; Assignment.....................129
Section 9.02.  Entire Agreement............................................129
Section 9.03.  Amendment...................................................129
Section 9.04.  Acts of Noteholders.........................................130
Section 9.05.  Recordation of Agreement....................................131
Section 9.06.  Governing Law...............................................131
Section 9.07.  Notices.....................................................131
Section 9.08.  Severability of Provisions..................................132
Section 9.09.  Indulgences; No Waivers.....................................133
Section 9.10.  Headings Not To Affect Interpretation.......................133

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Section 9.11.  Benefits of Agreement.......................................133
Section 9.12.  Special Notices to the Rating Agencies......................133
Section 9.13.  Counterparts................................................134
Section 9.14.  Execution by the Issuer.....................................134

                                   ARTICLE X

                            EXCHANGE ACT REPORTING

Section 10.01.  Filing Obligations.........................................135
Section 10.02.  Form 10-D Filings..........................................135
Section 10.03.  Form 8-K Filings...........................................136
Section 10.04.  Form 10-K Filings..........................................136
Section 10.05.  Sarbanes-Oxley Certification...............................137
Section 10.06.  Form 15 Filing.............................................137
Section 10.07.  Report on Assessment of Compliance and Attestation.........137
Section 10.08.  Use of Subcontractors......................................139
Section 10.09.  Amendments.................................................139



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                              ATTACHMENTS

Exhibit A-1        Form of Initial Certification
Exhibit A-2        Form of Interim Certification
Exhibit A-3        Form of Final Certification
Exhibit A-4        Form of Endorsement
Exhibit B          [Reserved]
Exhibit C          Form of Lost Note Affidavit
Exhibit D          Escrow Account Letter Agreement
Exhibit E-1        Form of Monthly Remittance Advice
Exhibit E-2        Standard Layout For Monthly Defaulted Loan Report
Exhibit E-3        Form 332 Realized Loss Report
Exhibit F-1        Form of Certification to be Provided to the Servicer
                   by the Trustee
Exhibit F-2        Form of Servicer Certification
Exhibit G          Item 1119 Party Schedule
Exhibit H          Form of Servicing Criteria to be Addressed in Assessment
                   of Compliance Statement
Exhibit I          Form of [Class AF-5B] Policy
[Exhibit J         Form of Subsequent Transfer Agreement]
Exhibit K          Form of Sarbanes-Oxley Certification (Replacement of
                   Servicer)





Schedule A                 Mortgage Loan Schedule




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                                       7



         This SALE AND SERVICING AGREEMENT, dated as of _______, 200_ (the
"Agreement" or the "Sale and Servicing Agreement"), is by and among [ ]
200__-[ ], a Delaware statutory trust, as issuer (the "Issuer"), IndyMac MBS,
INC., a Delaware corporation, as depositor (the "Depositor"),
____________________________________, as indenture trustee (the "Indenture
Trustee"), ____________________, as trust administrator (the "Trust
Administrator") and servicer (the "Servicer"), and
____________________________, as seller (the "Seller").

                             PRELIMINARY STATEMENT

         WHEREAS, the Depositor has acquired all of the rights, title and
interest of the Seller in certain conventional, adjustable rate, residential
mortgage loans identified in Schedule A hereto (the "Mortgage Loans") on a
servicing-retained basis from the Seller, and at the Closing Date is the owner
of the Mortgage Loans and the other property being conveyed by it to the
Issuer hereunder for inclusion in the Trust Estate;

         WHEREAS, the Depositor has duly authorized the execution and delivery
of this Agreement to provide for the conveyance to the Issuer of the Mortgage
Loans and the other property constituting the Trust Estate;

         WHEREAS, on the Closing Date, the Depositor will acquire the Notes
and the Ownership Certificate from the Issuer as consideration for its
transfer to the Issuer of the Mortgage Loans and the other property
constituting the Trust Estate;

         WHEREAS, pursuant to the Indenture, the Issuer will pledge the
Mortgage Loans and the other property constituting the Trust Estate to the
Indenture Trustee as security for the Notes;

         WHEREAS, the Seller desires that the Servicer service the Mortgage
Loans upon such transfer to the Issuer pursuant to this Agreement, and the
Servicer has agreed to do so;

         WHEREAS, the Servicer shall be obligated under this Agreement, among
other things, to supervise the servicing of the Mortgage Loans on behalf of
the Issuer, and shall have the right, under certain circumstances, to
terminate the rights and obligations of the Servicer under this Agreement upon
the occurrence and continuance of a Servicer Event of Default as provided
herein;

         WHEREAS, the parties hereto acknowledge and agree that, at the
direction of the Depositor, the Seller will assign all of its rights with
respect to the Mortgage Loans (other than the servicing rights) to the
Indenture Trustee;

         WHEREAS, the Issuer has entered into certain agreements in connection
with the issuance of the Notes, including (i) the Depository Agreement and
(ii) the Indenture (the Depository Agreement, the Indenture and the Trust
Agreement being hereinafter referred to collectively as the "Related
Agreements");

         WHEREAS, pursuant to the Related Agreements, the Issuer is required
to perform certain duties in connection with (a) the Notes and the collateral
therefor pledged pursuant to the

<PAGE>

Indenture (the "Collateral") and (b) the undivided subordinate beneficial
ownership interest in the Issuer represented by the Ownership Certificate;

         WHEREAS, the Issuer desires to have the Trust Administrator perform
certain of the duties of the Issuer referred to in the preceding clause, and
to provide such additional services consistent with the terms of this
Agreement and the Related Agreements as the Issuer or the Owner Trustee may
from time to time reasonably request; and

         WHEREAS, the Trust Administrator has the capacity to provide the
services required hereby and is willing to perform such services for the
Issuer or the Owner Trustee on the terms set forth herein.

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



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         The following table sets forth (or describes) the Class designation,
Note Interest Rate, initial Class Principal Amount and minimum denomination
for each Class of Notes issued pursuant to the Indenture.

                                                    Initial
            Class                                Class Principal     Minimum
         Designation      Note Interest Rate         Amount       Denominations
         -----------      ------------------     ---------------  -------------
[Class AF-1A]............    Variable (1)        $ __________     $     25,000
[Class AF-1B]............    Variable (1)        $ __________     $     25,000
[Class AF-2].............    Variable (1)        $ __________     $     25,000
[Class AF-3].............    Variable (1)        $ __________     $     25,000
[Class AF-4].............    Variable (1)        $ __________     $     25,000
[Class AF-5A]............    Variable (1)        $ __________     $     25,000
[Class AF-5B]............    Variable (1)        $ __________     $     25,000
[Class AF-6].............    Variable (1)        $ __________     $     25,000
[Class MF-1].............    Variable (1)        $ __________     $    100,000
[Class MF-2].............    Variable (1)        $ __________     $    100,000
[Class MF-3].............    Variable (1)        $ __________     $    100,000
[Class MF-4].............    Variable (1)        $ __________     $    100,000
[Class MF-5].............    Variable (1)        $ __________     $    100,000
[Class MF-6].............    Variable (1)        $ __________     $    100,000
[Class MF-7].............    Variable (1)        $ __________     $    100,000
[Class MF-8].............    Variable (1)        $ __________     $    100,000
[Class BF]...............    Variable (1)        $ __________     $    100,000
[Class 2-AV-1]...........    Variable (1)        $ __________     $     25,000
[Class 2-AV-2]...........    Variable (1)        $ __________     $     25,000
[Class 3-AV-1]...........    Variable (1)        $ __________     $     25,000
[Class 3-AV-2]...........    Variable (1)        $ __________     $     25,000
[Class 3-AV-3]...........    Variable (1)        $ __________     $     25,000
[Class 3-AV-4]...........    Variable (1)        $ __________     $     25,000
[Class MV-1].............    Variable (1)        $ __________     $    100,000
[Class MV-2].............    Variable (1)        $ __________     $    100,000
[Class MV-3].............    Variable (1)        $ __________     $    100,000
[Class MV-4].............    Variable (1)        $ __________     $    100,000
[Class MV-5].............    Variable (1)        $ __________     $    100,000
[Class MV-6].............    Variable (1)        $ __________     $    100,000
[Class MV-7].............    Variable (1)        $ __________     $    100,000
[Class MV-8].............    Variable (1)        $ __________     $    100,000
[Class BV]...............    Variable (1)        $ __________     $    100,000
---------------
(1) See the definition of "Note Interest Rate" herein.


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                                  ARTICLE I

                                  DEFINITIONS

         Section 1.01.  Definitions. The following words and phrases, unless
the context otherwise requires, shall have the following meanings:

         Accounts: Any or all of the Escrow Accounts, the Collection Account,
the Interest Rate Cap Account and any other accounts created or maintained by
the Trust Administrator or the Servicer pursuant to this Agreement.

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

         Accrual Period: With respect to any Payment Date and the Notes, the
period beginning on the immediately preceding Payment Date (or, in the case of
the first Payment Date, beginning on the Closing Date) and ending on the day
immediately preceding the related Payment Date.

         Additional Designated Information:  As defined in Section 10.02.

         Adjustable Rate Notes: The [Class AF-1A] Notes, the [Group AV] Notes
and the Adjustable Rate Subordinate Notes.

         Adjustable Rate Cumulative Loss Trigger Event: With respect to a
Payment Date on or after the Adjustable Rate Stepdown Date, an Adjustable Rate
Cumulative Loss Trigger Event occurs if (x) the aggregate amount of Realized
Losses on the Mortgage Loans in [Pool 2] and [Pool 3] from the Cut-off Date
for each such Mortgage Loan to (and including) the last day of the related Due
Period (reduced by the aggregate amount of any Recoveries related to the
Mortgage Loans in [Pool 2] and [Pool 3] received through the last day of that
Due Period) exceeds (y) the applicable percentage, for such Payment Date, of
the sum of the aggregate Cut-off Date Principal Balance of the Initial
Mortgage Loans in [Pool 2] and [Pool 3], as set forth below:

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    Payment Date                      Percentage
    ------------                      ----------

    _____ 200_ -- _____ 200_.........  _____% with respect to ______ 200_, plus
                                      an additional 1/12th of ____% for each
                                      month thereafter through ______ 200_
    _____ 200_ -- _____ 200_.........  _____% with respect to ______ 200_, plus
                                      an additional 1/12th of ____% for each
                                      month thereafter through ______ 200_
    _____ 200_ -- _____ 200_.........  _____% with respect to ______ 200_, plus
                                      an additional 1/12th of ____% for each
                                      month thereafter through ______ 200_
    _____ 200_ and thereafter........ ____%


         Adjustable Rate Delinquency Trigger Event: With respect to any
Payment Date on or after the Adjustable Rate Stepdown Date, an Adjustable Rate
Delinquency Trigger Event exists if the Rolling [Sixty-Day] Delinquency Rate
for outstanding Mortgage Loans in [Pool 2] and [Pool 3] equals or exceeds the
product of (x) the Adjustable Rate Senior Enhancement Percentage for such
Payment Date and (y) the applicable percentage listed below for the most
senior class of outstanding [Group AV] Notes and Adjustable Rate Subordinate
Notes:

                         Class                       Percentage

            [Group AV]......................           _____%
            [Class MV-1]....................           _____%
            [Class MV-2]....................           _____%
            [Class MV-3]....................           _____%
            [Class MV-4]....................           _____%
            [Class MV-5]....................           _____%
            [Class MV-6]....................           _____%
            [Class MV-7]....................           _____%
            [Class MV-8]....................           _____%
            [Class BV]......................           _____%


         Adjustable Rate Excess Overcollateralization Amount: With respect to
any Payment Date, an amount equal to the excess, if any, of the Adjustable
Rate Overcollateralized Amount for such Payment Date over the Adjustable Rate
Overcollateralization Target Amount for such Payment Date.

         Adjustable Rate Pool Excess Cashflow: With respect to any Payment
Date the sum of (i) the amount remaining after the distribution of interest to
Noteholders for such Payment Date pursuant to Section 5.02(c), (ii) the amount
remaining after the distribution of principal to

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Noteholders for such Payment Date, pursuant to Section 5.02(e) and (iii) the
Adjustable Rate Overcollateralization Reduction Amount for such Payment Date,
if any.

         Adjustable Rate OC Floor: For any Payment Date, an amount equal to
____% of the sum of the aggregate Cut-off Date Principal Balance of the
Initial Mortgage Loans in [Pool 2] and [Pool 3] the [Pool 2] Pre-Funded Amount
and the [Pool 3] Pre-Funded Amount.

         Adjustable Rate Overcollateralization Deficiency Amount: With respect
to any Payment Date, the amount, if any, by which the Adjustable Rate
Overcollateralization Target Amount exceeds the Adjustable Rate
Overcollateralized Amount on such Payment Date (after giving effect to
distribution of the Principal Distribution Amount (other than the portion
thereof consisting of the Extra Principal Distribution Amount) for [Pool 2]
and [Pool 3] on such Payment Date).

         Adjustable Rate Overcollateralization Reduction Amount: With respect
to any Payment Date, an amount equal to the lesser of (i) the Adjustable Rate
Excess Overcollateralization Amount for such Payment Date and (ii) the
aggregate Principal Remittance Amount for [Pool 2] and [Pool 3] for such
Payment Date.

         Adjustable Rate Overcollateralization Target Amount: With respect to
any Payment Date (a) prior to the Adjustable Rate Stepdown Date, an amount
equal to ___% of the sum of the aggregate Cut-off Date Principal Balance of
the Initial Mortgage Loans in [Pool 2] and [Pool 3], the [Pool 2] Pre-Funded
Amount and the [Pool 3] Pre-Funded Amount, and (b) on or after the Adjustable
Rate Stepdown Date, the greater of (i) an amount equal to ____% of the
aggregate Stated Principal Balance of the Mortgage Loans in [Pool 2] and [Pool
3] for the current Payment Date and (ii) the Adjustable Rate OC Floor;
provided, however, that if an Adjustable Rate Trigger Event is in effect on
any Payment Date, the Adjustable Rate Overcollateralization Target Amount will
be the Adjustable Rate Overcollateralization Target Amount as in effect for
the prior Payment Date.

         Adjustable Rate Overcollateralized Amount: With respect to any
Payment Date, the amount, if any, by which (x) the sum of the aggregate Stated
Principal Balance of the Initial Mortgage Loans in [Pool 2] and [Pool 3] and
any amount on deposit in the Pre-Funding Account in respect of [Pool 2] and
[Pool 3] for such Payment Date exceeds (y) the sum of the aggregate Note
Principal Amount of the [Group AV] Notes and the Adjustable Rate Subordinate
Notes as of such Payment Date (after giving effect to distribution of the
Principal Remittance Amounts for [Pool 2] and [Pool 3] to be made on such
Payment Date and, in the case of the Payment Date immediately following the
end of the Funding Period, any amounts to be released from the Pre-Funding
Account in respect of [Pool 2] and [Pool 3]).

         Adjustable Rate Senior Enhancement Percentage: With respect to a
Payment Date on or after the Adjustable Rate Stepdown Date, the fraction
(expressed as a percentage) (1) the numerator of which is the excess of (a)
the aggregate Stated Principal Balance of the Mortgage Loans in [Pool 2] and
[Pool 3] for the preceding Payment Date over (b) (i) before the Note Principal
Amounts of the [Group AV] Notes have been reduced to zero, the sum of the Note
Principal Amounts of the [Group AV] Notes, or (ii) after such time, the Note
Principal Amount of the most senior Class of Adjustable Rate Subordinate Notes
outstanding, as of the Business

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Day immediately preceding the Payment Date, and (2) the denominator of which
is the aggregate Stated Principal Balance of the Mortgage Loans in [Pool 2]
and [Pool 3] for the preceding Payment Date.

         Adjustable Rate Stepdown Date: The later to occur of (x) the Payment
Date in ______ 200_ and (y) the first Payment Date on which the aggregate Note
Principal Amount of the [Group AV] Notes (after calculating anticipated
distributions on such Payment Date) is less than or equal to ____% of the
aggregate Stated Principal Balance of the Mortgage Loans in [Pool 2] and [Pool
3] for such Payment Date.

         Adjustable Rate Subordinate Class Principal Distribution Amount: With
respect to any Payment Date and any Class of Adjustable Rate Subordinate
Notes, the excess of (1) the sum of (a) the aggregate Note Principal Amount of
the [Group AV] Notes (after taking into account distribution of the [Group AV]
Principal Distribution Amount for such Payment Date), (b) the aggregate Note
Principal Amount of any Class(es) of Adjustable Rate Subordinate Notes that
are senior to the subject Class (in each case, after taking into account
distribution of the Adjustable Rate Subordinate Class Principal Distribution
Amount(s) for such senior Class(es) of Notes for such Payment Date), and (c)
the Note Principal Amount of the subject Class of Adjustable Rate Subordinate
Notes immediately prior to such Payment Date over (2) the lesser of (a) the
product of (x) [100]% minus the Stepdown Target Subordination Percentage for
the subject Class of Notes and (y) the aggregate Stated Principal Balance of
the Mortgage Loans in [Pool 2] and [Pool 3] for such Payment Date and (b) the
aggregate Stated Principal Balance of the Mortgage Loans in [Pool 2] and [Pool
3] for such Payment Date minus the Adjustable Rate OC Floor; provided,
however, that if such Class of Adjustable Rate Subordinate Notes is the only
Class of Adjustable Rate Subordinate Notes outstanding on such Payment Date,
that Class will be entitled to receive the entire remaining Principal
Distribution Amount for [Pool 2] and [Pool 3] until the Note Principal Amount
thereof is reduced to zero.

         Adjustable Rate Subordinate Notes: The [Class MF-1], [Class MF-2],
[Class MF-3], [Class MF-4], [Class MF-5], [Class MF-6], [Class MF-7], [Class
MF-8] and [Class BV] Notes.

         Adjustable Rate Trigger Event: With respect to any Payment Date on or
after the Adjustable Rate Stepdown Date, either an Adjustable Rate Delinquency
Trigger Event with respect to that Payment Date or an Adjustable Rate
Cumulative Loss Trigger Event with respect to that Payment Date.

         Advance: With respect to each Servicer Remittance Date and each
Mortgage Loan, an amount equal to the Scheduled Payment (with the interest
portion of such Scheduled Payment adjusted to the Mortgage Loan Remittance
Rate) that was due on the Mortgage Loan on the Due Date in the related
Collection Period, and that (i) was delinquent at the close of business on the
related Determination Date and (ii) was not the subject of a previous Advance,
but only to the extent that such amount is expected, in the reasonable
judgment of the Servicer to be recoverable from collections or other
recoveries in respect of such Mortgage Loan.

         Advance Facility:  As defined in Section 4.35(a) hereof.

         Advance Facility Notice:  As defined in Section 4.35(a) hereof.

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         Advancing Person:  As defined in Section 4.35(a) hereof.

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

         Aggregate Collateral Balance: As of any date of determination, an
amount equal to the Aggregate Loan Balance plus the amount on deposit in the
Pre-Funded Account.

         Aggregate Loan Balance: As of any date of determination, an amount
equal to the aggregate of the Stated Principal Balances of the Mortgage Loans
as of such date.

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

         Ancillary Income: All income derived from the Mortgage Loans,
excluding Servicing Fees and Prepayment Premiums attributable to the Mortgage
Loans and other amounts treated as payment proceeds of the Mortgage Loans,
including but not limited to, late charges, fees received with respect to
checks or bank drafts returned by the related bank for non-sufficient funds,
assumption fees, optional insurance administrative fees and all other
incidental fees and charges.

         Applied Realized Loss Amount: With respect to any Payment Date and
(i) [Pool 1] and the Fixed Rate Subordinate Notes, the amount, if any, by
which, the aggregate Note Principal Amount of the Fixed Rate Notes (after all
distributions of principal on such Payment Date) exceeds the sum of (x) the
Stated Principal Balance of the Mortgage Loans in [Pool 1] for such Payment
Date and (y) the amount on deposit in the Pre-Funding Account in respect of
[Pool 1],, (ii) [Pool 2] and [Pool 3] and the Adjustable Rate Subordinate
Notes, the amount, if any, by which, the aggregate Note Principal Amount of
the Adjustable Rate Notes (after all distributions of principal on such
Payment Date) exceeds the sum of (x) the aggregate Stated Principal Balance of
the Mortgage Loans in [Pool 2] and [Pool 3] and (y) the amount on deposit in
the Pre-Funding Account in respect of [Pool 2] and [Pool 3] and (iii) [Pool 2]
and the [Class 2-A-2] Notes, after the Note Principal Amounts of the
Adjustable Rate Subordinate Notes have been reduced to zero, the amount, if
any, by which, the aggregate Note Principal Amount of the [Group 2-AV] Notes
(after all distributions of principal on such Payment Date) exceeds the sum of
(x) the aggregate Stated Principal Balance of the Mortgage Loans in [Pool 2]
and (y) the amount on deposit in the Pre-Funding Account in respect of [Pool
2].

         Appraised Value: With respect to any Mortgage Loan, the amount set
forth in an appraisal made in connection with the origination of such Mortgage
Loan as the value of the related Mortgaged Property.

         Assignment of Mortgage: An assignment of the Mortgage, notice of
transfer or equivalent instrument, in recordable form, sufficient under the
laws of the jurisdiction wherein the related Mortgaged Property is located to
reflect the assignment of the Mortgage to the

                                      8
<PAGE>

Indenture Trustee for the benefit of Noteholders, which assignment, notice of
transfer or equivalent instrument may be in the form of one or more blanket
assignments covering the Mortgage Loans secured by Mortgaged Properties
located in the same jurisdiction, if permitted by law; provided, however, that
neither the Issuer nor the Indenture Trustee shall be responsible for
determining whether any such assignment is in recordable form.

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

         Bankruptcy: As to any Person, the making of an assignment for the
benefit of creditors, the filing of a voluntary petition in bankruptcy,
adjudication as a bankrupt or insolvent, the entry of an order for relief in a
bankruptcy or insolvency proceeding, the seeking of reorganization,
arrangement, composition, readjustment, liquidation, dissolution or similar
relief, or seeking, consenting to or acquiescing in the appointment of a
trustee, receiver or liquidator, dissolution, or termination, as the case may
be, of such Person pursuant to the provisions of either the United States
Bankruptcy Code of 1986, as amended, or any other similar state laws.

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

         Basis Risk Shortfall: With respect to any Class of Notes and any
Payment Date, the amount by which (a) the amount of interest calculated at the
Note Interest Rate applicable to such Class for such date, determined without
regard to the applicable Net Funds Cap for such date (but with regard to the
Fixed Rate Cap) exceeds (b) the amount of interest calculated at the
applicable Net Funds Cap.

         Bloomberg Screen LIBO Page: The display designated as page "BBAM" on
the Bloomberg L.P. (or such other page as may replace the BBAM page on that
service for the purpose of displaying London interbank offered rates of major
banks).

         Book-Entry Notes:  As defined in the Indenture.

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

         Cap Agreement Assignment Agreement: The assignment agreement dated as
of the Closing Date among ________________________, the Issuer and the Cap
Counterparty.

         Cap Counterparty: _____________________________, as counterparty
under the Interest Rate Cap Agreements.

         Certificate:  The Ownership Certificate.

         Certificate Registrar: As defined in the Trust Agreement, the initial
Certificate Registrar shall be the Trust Administrator.

         Certificateholder: Any registered holder of the Ownership
Certificate.

                                      9
<PAGE>

         Certification Party:  As defined in Section 10.05.

         Certifying Person:  As defined in Section 10.05.

         Civil Relief Act: The Servicemembers Civil Relief Act, as such may be
amended from time to time, and any similar state laws.

         Class:  All Notes bearing the same class designation.

         Class A Notes: Collectively, the [Class AF-1A], [Class AF-1B], [Class
AF-2], [Class AF-3], [Class AF-4], [Class AF-5A], [Class AF-5B], [Class AF-6],
[Class 2-AV-1], [Class 2-AV-2]; [Class 3-AV-1], [Class 3-AV-2], [Class 3-AV-3]
and [Class 3-AV-4] Notes.

         [Class AF-1A] Cap Agreement: The interest rate cap agreement
transaction evidenced by the related Confirmation (as assigned to the Trust
pursuant to the Cap Agreement Assignment Agreement), with respect to the Class
[AF-1A] Notes.

         [Class AF-1A] Cap Agreement Payment Date: With respect to the [Class
AF-1A] Cap Agreement, the Business Day immediately preceding the related
Payment Date, beginning with the Payment Date in ________ 200_ and ending with
the Payment Date in ________ 200_.

         [Class AF-5B] Available Funds: With respect to any Payment Date,
funds allocated from amounts available pursuant to this Agreement to make
distributions on the [Class AF-5B] Notes on such Payment Date, other than any
Insured Amounts.

         [Class AF-5B] Insurer: ________________ in its capacity as insurer
under the [Class AF-5B] Policy, and any permitted successor or assign.

         [Class AF-5B] Insurer Contact Person: The officer designated by the
Servicer to provide information to the [Class AF-5B] Insurer pursuant to
Section 5.07(i)].

         [Class AF-5B] Insurer Default:  As defined in Section 5.07(k).

         [Class AF-5B] Policy: The irrevocable Note Guaranty Insurance Policy,
No. ______________, including any endorsements thereto, issued by ________
with respect to the [Class AF-5B] Notes, in the form attached hereto as
Exhibit [I].

         [Class AF-5B] Premium: For any Payment Date is the fee payable to the
[Class AF-5B] Insurer in respect of its services as [Class AF-5B] Insurer that
accrues at the [Class AF-5B] Policy Premium Rate for the [Class AF-5B] Notes
on a balance equal to the Note Principal Amount of the [Class AF-5B] Notes
immediately prior to such Payment Date. The [Class AF-5B] Premium shall be
computed on the basis of a 360-day year consisting of twelve 30-day months.

         [Class AF-5B] Policy Premium Rate: The "Premium Percentage" as
defined in the [Class AF-5B] Policy.

                                      10
<PAGE>

         [Class AF-5B] Reimbursement Amount: As to any Payment Date, (i) all
Insured Payments paid by the [Class AF-5B] Insurer, but for which the [Class
AF-5B] Insurer has not been reimbursed prior to such Payment Date pursuant to
Section 5.02 hereof, plus (ii) interest accrued on such Insured Payments not
previously repaid, calculated at the Late Payment Rate from the date such
Insured Payments were made.

         Class B Notes:  Collectively, the Class [BF] and Class [BV] Notes.

         Class C Notes:  Collectively, the Class [CF] and Class [CV] Notes.

         Class M Notes: Collectively, the [Class MF-1], [Class MF-2], [Class
MF-3], [Class MF-4], [Class MF-5], [Class MF-6], [Class MF-7], [Class MF-8],
[Class MV-1], [Class MV-2], [Class MV-3], [Class MV-4], [Class MV-5], [Class
MV-6], [Class MV-7] and [Class MV-8] Notes.

         Class P Notes:  Collectively, the Class [PF] and Class [PV] Notes.

         Class Principal Amount: With respect to each Class of Notes, the
aggregate of the Note Principal Amounts of all Notes of such Class at the date
of determination.

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

         Closing Date:  _______, 200_.

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

         Collateral:  As defined in the Indenture.

         Collection Account: A separate account established and maintained by
the Trust Administrator for the benefit of the Indenture Trustee pursuant to
Section 4.07.

         Collection Period: With respect to any Payment Date and Mortgage
Loan, the period commencing on the second day of the month immediately
preceding the month in which such Payment Date occurs and ending on the first
day of the month in which such Payment Date occurs.

         Commission:  The U.S. Securities and Exchange Commission.

         Compensating Interest Payment: With respect to any Payment Date, an
amount equal to the lesser of (x) the aggregate Prepayment Interest Shortfall
Amount with respect to such Payment Date and (y) the Servicing Fee payable to
the Servicer in respect of such Payment Date.

         Condemnation Proceeds: All awards of settlements in respect of a
Mortgaged Property, whether permanent or temporary, partial or entire, by
exercise of the power of eminent domain

                                      11
<PAGE>

or condemnation, to the extent not required to be released to a Mortgagor in
accordance with the terms of the related Mortgage Loan documents.

         Confirmation: Any of the Confirmations dated __________, 200_
evidencing a transaction between the Cap Counterparty and __________________,
an affiliate of the Depositor, relating to the Interest Rate Cap Agreements.

         Control:  The meaning specified in Section 8-106 of the New York UCC.

         Corporate Trust Office: With respect to (i) the Trust Administrator,
the principal corporate trust office of the Trust Administrator at which, at
any particular time, its corporate trust business shall be administered, which
office at the date of execution of this Agreement for purposes of transfers
and exchanges and for presentment and surrender of the Notes and for payment
thereof is located at ____________________, __________________, Attention:
__________________, and for all other purposes is located at
____________________,___________________________, Attention: ________________;
(ii) the Certificate Registrar, the principal office of the Certificate
Registrar at which at any particular time its corporate trust business shall
be administered, which office at the date of execution of this Agreement is
located at the Corporate Trust Office of the Trust Administrator, or at such
other address as the Certificate Registrar may designate from time to time by
notice to the Noteholders and the Trust, or the principal corporate trust
office of any successor Certificate Registrar at the address designated by
such successor Certificate Registrar by notice to the Noteholders and the
Trust; and (iii) the Indenture Trustee, the principal office of the Indenture
Trustee at which at any particular time its corporate trust business shall be
administered, which office at the date of execution of this Agreement is
located at _____________________, Attention: ___________________, or at such
other address as the Indenture Trustee may designate from time to time by
notice to the Noteholders and the Trust, or the principal corporate trust
office of any successor Indenture Trustee at the address designated by such
successor Indenture Trustee by notice to the Noteholders and the Trust.

         Current Interest: With respect to any Class of Notes and any Payment
Date, will equal the aggregate amount of interest accrued at the applicable
Note Interest Rate during the related Accrual Period on the Class Principal
Amount of such Class immediately prior to such Payment Date, provided,
however, that for any Class of Subordinate Notes and for any Payment Date,
Current Interest shall be reduced by the amount specified in clause (a) of the
definition of Deferred Interest, if any, for such Class and Payment Date.

         Cut-off Date: In the case of any Initial Mortgage Loan, the later of
(x) _________, 200_ and (y) the date of origination of such Mortgage Loan (the
"Initial Cut-off Date"), and in the case of any Subsequent Mortgage Loan, the
later of (x) the first day of the month of the related Subsequent Transfer
Date and (y) the date of origination of such Subsequent Mortgage Loan (the
related "Subsequent Cut-off Date"). When used with respect to any Mortgage
Loan the "Cut-off Date" shall mean the related Cut-off Date.

         Cut-off Date Balance: The Aggregate Loan Balance as of the Cut-off
Date.

         Cut-off Date Collateral Balance:  The Cut-off Date Balance.

                                      12
<PAGE>

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

         Debt Service Reduction: With respect to any Mortgage Loan, a
reduction of the Scheduled Payment that the related Mortgagor is obligated to
pay on any Due Date as a result of any proceeding under Bankruptcy law or any
similar proceeding.

         Deferred Interest: For any Class of Subordinate Notes and any Payment
Date, the sum of (a) the aggregate amount of interest accrued at the
applicable Note Interest Rate during the related Accrual Period on the
Principal Deficiency Amount for the Class, (b) any amounts due pursuant to
clause (a) for such Class for prior Payment Dates that remain unpaid and (c)
interest accrued during the Accrual Period related to such Payment Date on the
amount in clause (b) at the Note Interest Rate applicable to such Class.

         Deficiency Amount:  With respect to:

                  (a) any Payment Date prior to the Last Scheduled Payment
         Date, the sum of (i) the excess, if any, of the Current Interest on
         the [Class AF-5B] Notes net of any interest shortfalls resulting from
         Prepayment Interest Shortfalls and any interest shortfalls resulting
         from the application of the Civil Relief Act, or similar state or
         local laws, over [Class AF-5B] Available Funds for such Payment Date,
         and (ii) for any Payment Date after the Note Principal Amount of the
         Fixed Rate Subordinate Notes has been reduced to zero, the excess, if
         any, of (A) the Note Principal Amount of the [Class AF-5B] Notes over
         (B) the sum of the aggregate Stated Principal Balance of the [Pool 1]
         Mortgage Loans, in each case taking into account all distributions to
         be made on such Payment Date;

                  (b) the Last Scheduled Payment Date, an amount equal to the
         sum of (i) the excess, if any, of the Current Interest on the [Class
         AF-5B] Notes net of any interest shortfalls resulting from Prepayment
         Interest Shortfalls and any interest shortfalls resulting from the
         application of the Relief Act, or similar state or local laws over
         the [Class AF-5B] Available Funds for such Payment Date and (ii) the
         Note Principal Amount of the [Class AF-5B] Notes on such Last
         Scheduled Payment Date (after taking into account all distributions
         to be made to the [Class AF-5B] Notes on such Payment Date); and

                  (c) any date on which the redemption of the Notes has been
         directed or consented to by the [Class AF-5B] Insurer, the excess of
         (i) the amount required to pay the outstanding Note Principal Amount
         of the [Class AF-5B] Notes in full, together with accrued and unpaid
         interest thereon through the date of payment of the [Class AF-5B]
         Notes and (ii) the [Class AF-5B] Available Funds for that Payment
         Date.

         Definitive Notes:  As defined in the Indenture.

         Deleted Mortgage Loan: A Mortgage Loan that is repurchased from the
Trust Estate pursuant to the terms hereof or as to which one or more
Qualifying Substitute Mortgage Loans are substituted therefor.

                                      13
<PAGE>

         Delinquency Rate: With respect to any calendar month, the fraction,
expressed as a percentage, the numerator of which is the aggregate outstanding
principal balance of all Mortgage Loans 60 or more days Delinquent (including
all foreclosures, bankruptcies and REO Properties) as of the close of business
on the last day of such month, and the denominator of which is the Aggregate
Collateral Balance as of the close of business on the last day of such month.

         Delinquent: For reporting purposes, a Mortgage Loan is "delinquent"
when any payment contractually due thereon has not been made by the close of
business on the Due Date therefor. Such Mortgage Loan is "30 days Delinquent"
if such payment has not been received by the close of business on the
corresponding day of the month immediately succeeding the month in which such
payment was first due, or, if there is no such corresponding day (e.g., as
when a 30-day month follows a 31-day month in which a payment was due on the
31st day of such month), then on the last day of such immediately succeeding
month. Similarly for "60 days Delinquent" and the second immediately
succeeding month and "90 days Delinquent" and the third immediately succeeding
month.

         Depositor: IndyMac MBS, Inc., a Delaware corporation or its
successors in interest.

         Depository Agreement: The agreement dated _______, 200_, among the
Issuer and The Depository Trust Company, as the initial Clearing Agency,
relating to the Book-Entry Notes.

         Determination Date: With respect to each Payment Date, the 15th day
of the month in which such Payment Date occurs, or, if such 15th day is not a
Business Day, the next succeeding Business Day.

         Due Date: The day of the calendar month on which the Scheduled
Payment is due on a Mortgage Loan, exclusive of any days of grace. Pursuant to
Section 4.09(q), with respect to any Mortgage Loans for which payment from the
Mortgagor is due on a day other than the first day of the month, such Mortgage
Loans will be treated as if the Scheduled Payment is due on the first day of
the immediately succeeding month (other than with respect to the calculation
of the repurchase price).

         Due Period: [With respect to any Payment Date, the period beginning
on the second day of the calendar month preceding the calendar month in which
such Payment Date occurs and ending on the first day of the month in which
such Payment Date occurs].

         EDGAR: The Commission's Electronic Data Gathering, Analysis and
Retrieval system.

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

                                      14
<PAGE>

segregated trust account or accounts (which shall be a "special deposit
account") maintained with the Trust Administrator or any other federal or
state chartered depository institution or trust company, acting in its
fiduciary capacity, in a manner acceptable to the Rating Agencies. Eligible
Accounts may bear interest.

         Eligible Institution:  Any of the following:

         (i) An institution whose:

                  (A)      commercial paper, short-term debt obligations, or
                           other short-term deposits are rated at least "A-1+"
                           or long-term unsecured debt obligations are rated
                           at least "AA-" by S&P (or assigned comparable
                           ratings by the other Rating Agencies), if the
                           amounts on deposit are to be held in the account
                           for no more than 365 days; or

                  (B)      commercial paper, short-term debt obligations,
                           demand deposits, or other short-term deposits are
                           rated at least "A-2" by S&P (or assigned comparable
                           ratings by the other Rating Agencies), if the
                           amounts on deposit are to be held in the account
                           for no more than 30 days and are not intended to be
                           used as credit enhancement. Upon the loss of the
                           required rating set forth in this clause (ii), the
                           accounts shall be transferred immediately to
                           accounts which have the required rating.
                           Furthermore, commingling by the Servicer is
                           acceptable at the A-2 rating level if the Servicer
                           is a bank, thrift or depository and provided the
                           Servicer has the capability to immediately
                           segregate funds and commence remittance to an
                           Eligible Account upon a downgrade; or

         (ii)     the corporate trust department of a federal depositor
                  institution or state-chartered depositor institution subject
                  to regulations regarding fiduciary funds on deposit similar
                  to Title 12 of the U.S. Code of Federal Regulation Section
                  9.10(b), which, in either case, has corporate trust powers
                  and is acting in its fiduciary capacity.

         Eligible Investments: Any one or more of the following obligations or
securities:

         (i)      direct obligations of, and obligations fully guaranteed as
                  to timely payment of principal and interest by, the United
                  States of America or any agency or instrumentality of the
                  United States of America the obligations of which are backed
                  by the full faith and credit of the United States of America
                  ("Direct Obligations");

         (ii)     federal funds, or demand and time deposits in, certificates
                  of deposits of, or bankers' acceptances issued by, any
                  depository institution or trust company (including U.S.
                  subsidiaries of foreign depositories and the Indenture
                  Trustee or the Trust Administrator or any agent of the
                  Indenture Trustee or the Trust Administrator, acting in its
                  respective commercial capacity) incorporated or organized
                  under the laws of the United States of America or any state
                  thereof and subject to supervision and examination by
                  federal or state banking authorities, so long as at the time
                  of investment or the contractual commitment providing for

                                      15
<PAGE>

                  such investment the commercial paper or other short term
                  debt obligations of such depository institution or trust
                  company (or, in the case of a depository institution or
                  trust company which is the principal subsidiary of a holding
                  company, the commercial paper or other short term debt or
                  deposit obligations of such holding company or deposit
                  institution, as the case may be) have been rated by each
                  Rating Agency in its highest short-term rating category or
                  one of its two highest long-term rating categories;

         (iii)    repurchase agreements collateralized by Direct Obligations
                  or securities guaranteed by GNMA, Fannie Mae or FHLMC with
                  any registered broker/dealer subject to Securities
                  Investors' Protection Corporation jurisdiction or any
                  commercial bank insured by the FDIC, if such broker/dealer
                  or bank has an uninsured, unsecured and unguaranteed
                  obligation rated by each Rating Agency in its highest
                  short-term rating category;

         (iv)     securities bearing interest or sold at a discount issued by
                  any corporation incorporated under the laws of the United
                  States of America or any state thereof which have a credit
                  rating from each Rating Agency, at the time of investment or
                  the contractual commitment providing for such investment, at
                  least equal to one of the two highest long term credit
                  rating categories of each Rating Agency; provided, however,
                  that securities issued by any particular corporation will
                  not be Eligible Investments to the extent that investment
                  therein will cause the then outstanding principal amount of
                  securities issued by such corporation and held as part of
                  the Trust Estate to exceed [20]% of the sum of the Aggregate
                  Loan Balance and the aggregate principal amount of all
                  Eligible Investments in the Collection Account; provided,
                  further, that such securities will not be Eligible
                  Investments if they are published as being under review with
                  negative implications from any Rating Agency;

         (v)      commercial paper (including both non-interest-bearing
                  discount obligations and interest bearing obligations
                  payable on demand or on a specified date not more than 180
                  days after the date of issuance thereof) rated by each
                  Rating Agency in its highest short-term rating category;

         (vi)     a Qualified GIC;

         (vii)    certificates or receipts representing direct ownership
                  interests in future interest or principal payments on
                  obligations of the United States of America or its agencies
                  or instrumentalities (which obligations are backed by the
                  full faith and credit of the United States of America) held
                  by a custodian in safekeeping on behalf of the holders of
                  such receipts; and

         (viii)   any other demand, money market, common trust fund or time
                  deposit or obligation, or interest bearing or other security
                  or investment (including those managed or advised by the
                  Indenture Trustee, the Servicer, the Trust Administrator, or
                  any Affiliate thereof), (A) rated in the highest rating
                  category by each Rating Agency or (B) that would not
                  adversely affect the then current rating

                                      16
<PAGE>

                  assigned by each Rating Agency to any of the Notes. Such
                  investments in this subsection (viii) may include money
                  market mutual funds or common trust estates, including any
                  fund for which ____________________ (the "Bank") in its
                  capacity other than as the Servicer, the Trust Administrator
                  or an affiliate thereof serves as an investment advisor,
                  administrator, shareholder servicing agent, and/or custodian
                  or subcustodian, notwithstanding that (x) the Bank, the
                  Indenture Trustee, the Servicer or any affiliate thereof
                  charges and collects fees and expenses from such funds for
                  services rendered, (y) the Bank, the Indenture Trustee, the
                  Trust Administrator, the Servicer or any affiliate thereof
                  charges and collects fees and expenses for services rendered
                  pursuant to this Agreement, and (z) services performed for
                  such funds and pursuant to this Agreement may converge at
                  any time. The Bank or an affiliate thereof is specifically
                  authorized to charge and collect from the Issuer such fees
                  as are collected from all investors in such funds for
                  services rendered to such funds (but not to exceed
                  investment earnings thereon);

provided, however, that no such instrument shall be an Eligible Investment if
such instrument evidences either (i) a right to receive only interest payments
with respect to the obligations underlying such instrument, or (ii) both
principal and interest payments derived from obligations underlying such
instrument and the principal and interest payments with respect to such
instrument provide a yield to maturity of greater than [120]% of the yield to
maturity at par of such underlying obligations, provided that any such
investment will be a "permitted investment" within the meaning of Section
860G(a)(5) of the Code.

         Entitlement Order: The meaning specified in Section 8-102(a)(8) of
the New York UCC (i.e., generally, orders directing the transfer or redemption
of any Financial Asset).

         Environmental Problem Property: A Mortgaged Property or REO Property
that is in violation of any environmental law, rule or regulation.

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

         Errors and Omissions Insurance: Errors and Omissions Insurance to be
maintained by the Servicer in accordance with Section 4.03.

         Errors and Omission Insurance Policy: Any Errors and Omission
Insurance policy required to be obtained by the Servicer satisfying the
requirements of this Agreement.

         Escrow Account: The separate escrow account established and
maintained by the Servicer pursuant to Section 4.09(a) of this Agreement.

         Escrow Payments: With respect to any Mortgage Loan, the amounts
constituting ground rents, taxes, assessments, water rates, sewer rents,
municipal charges, mortgage insurance premiums, fire and hazard insurance
premiums, condominium charges, and any other payments required to be escrowed
by the Mortgagor with the mortgagee pursuant to the Mortgage or any other
document.

         Excess [Class AF-1A] Cap Amount:  As defined in Section 5.06(c).

                                      17
<PAGE>

         Excess [Class 2AV] Cap Amount:  As defined in Section 5.06(d).

         Excess [Class 3AV] Cap Amount:  As defined in Section 5.06(e).

         Excess Subordinate Cap Amount:  As defined in Section 5.06(f).

         Exchange Act: The Securities Exchange Act of 1934, as amended, and
the rules and regulations promulgated thereunder.

         Exchange Act Reports: Any reports on Form 10-D, Form 8-K and Form
10-K required to be filed by the Depositor with respect to the Trust Fund
under the Exchange Act.

         Extra Principal Distribution Amount: With respect to any Payment Date
and (A) [Pool 1], the lesser of (1) the Fixed Rate Overcollateralization
Deficiency Amount and (2) the sum of the Fixed Rate Pool Excess Cashflow and
the Credit Comeback Excess Amount available for payment thereof and (B) each
of [Pool 2] and [Pool 3], the lesser of (1) the Adjustable Rate
Overcollateralization Deficiency Amount and (2) the Adjustable Rate Pool
Excess Cashflow available for payment thereof, to be allocated between [Pool
2] and [Pool 3], pro rata, based on the Principal Remittance Amount for each
such Pool for such Payment Date.

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

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

         FHA:  The Federal Housing Administration, an agency within HUD.

         FHA Approved Mortgagee: Those institutions which are approved by FHA
to act as servicer and mortgagee of record pursuant to FHA Regulations.

         FHA Regulations: Regulations promulgated by HUD under the National
Housing Act, codified in Title 24 of the Code of Federal Regulations, and
other HUD issuances relating to FHA Loans, including the related handbooks,
circulars, notices and mortgagee letters.

         Fidelity Bond: Any fidelity bond to be maintained by the Servicer in
accordance with Section 4.03.

         Financial Asset: The meaning specified in Section 8-102(a) of the New
York UCC.

         Fixed Rate Cap: With respect to any Payment Date, a per annum rate
equal to ___%.

         Fixed Rate Notes: The [Class AF-1B], [Class AF-2], [Class AF-3],
[Class AF-4], [Class AF-5A], [Class AF-5B], [Class AF-6] and [Class BF] Notes.

         Fixed Rate Cumulative Loss Trigger Event: With respect to a Payment
Date on or after the Fixed Rate Stepdown Date, a Fixed Rate Cumulative Loss
Trigger Event occurs if (x) the aggregate amount of Realized Losses on the
Mortgage Loans in [Pool 1] from the Cut-off Date

                                      18
<PAGE>

for each such Mortgage Loan to (and including) the last day of the related Due
Period (reduced by the aggregate amount of any Recoveries related to [Pool 1]
received through the last day of that Due Period) exceeds (y) the applicable
percentage, for such Payment Date, of the sum of the aggregate Cut-off Date
Principal Balance of the Initial Mortgage Loans in [Pool 1] and the [Pool 1]
Pre-Funded Amount, as set forth below:

  Payment Date                     Percentage
  ------------                     ----------

  _____ 200_ -- _____ 200_........  _____% with respect to ______ 200_, plus an
                                   additional 1/12th of ____% for each month
                                   thereafter through ______ 200_
  _____ 200_ -- _____ 200_........  _____% with respect to ______ 200_, plus an
                                   additional 1/12th of ____% for each month
                                   thereafter through ______ 200_
  _____ 200_ -- _____ 200_........  _____% with respect to ______ 200_, plus an
                                   additional 1/12th of ____% for each month
                                   thereafter through ______ 200_
  _____ 200_ and thereafter....... ____%


         Fixed Rate Delinquency Trigger Event: With respect to any Payment
Date on or after the Fixed Rate Stepdown Date, a Fixed Rate Delinquency
Trigger Event exists if the Rolling [Sixty-Day] Delinquency Rate for
outstanding Mortgage Loans in [Pool 1] equals or exceeds the product of (x)
the Fixed Rate Senior Enhancement Percentage for such Payment Date and (y) the
applicable percentage listed below for the most senior class of outstanding
[Group AF] Notes and Fixed Rate Subordinate Notes:

                       Class                       Percentage

          [Group AF]......................          _______%
          [Class MF-1]....................          _______%
          [Class MF-2]....................          _______%
          [Class MF-3]....................          _______%
          [Class MF-4]....................          _______%
          [Class MF-5]....................          _______%
          [Class MF-6]....................          _______%
          [Class MF-7]....................          _______%
          [Class MF-8]....................          _______%
          [Class BF]......................          _______%


         Fixed Rate Excess Overcollateralization Amount: With respect to any
Payment Date, an amount equal to the excess, if any, of the Fixed Rate
Overcollateralized Amount for such Payment Date over the Fixed Rate
Overcollateralization Target Amount for such Payment Date.

                                      19
<PAGE>

         Fixed Rate Pool Excess Cashflow: With respect to any Payment Date the
sum of (i) the amount remaining after the distribution of interest to
Noteholders and the payment of the Class [AF 5B] Premium and any Class [AF 5B]
Reimbursement Amount to the [Class AF-5B] Insurer, in each case for such
Payment Date pursuant to Section 5.02(b), and (ii) the amount remaining after
the distribution of principal to Noteholders and the payment of any unpaid
Class [AF 5B] Premium and any unpaid Class [AF 5B] Reimbursement Amount to the
[Class AF-5B] Insurer, in each case for such Payment Date pursuant to Section
5.02(d) and (iii) the Fixed Rate Overcollateralization Reduction Amount for
such Payment Date, if any.

         Fixed Rate OC Floor: An amount equal to ____% of the aggregate
Cut-off Date Principal Balance of the Initial Mortgage Loans in [Pool 1] and
the [Pool 1] Pre-Funded Amount.

         Fixed Rate Overcollateralization Deficiency Amount: With respect to
any Payment Date, the amount, if any, by which the Fixed Rate
Overcollateralization Target Amount exceeds the Fixed Rate Overcollateralized
Amount on such Payment Date (after giving effect to distributions in respect
of the Principal Remittance Amount for [Pool 1] on such Payment Date).

         Fixed Rate Overcollateralization Reduction Amount: With respect to
any Payment Date, an amount equal to the lesser of (i) the Fixed Rate Excess
Overcollateralization Amount for such Payment Date and (ii) the Principal
Remittance Amount for [Pool 1] for such Payment Date.

         Fixed Rate Overcollateralization Target Amount: With respect to any
Payment Date (a) prior to the Fixed Rate Stepdown Date, an amount equal to
___% of the sum of the aggregate Cut-off Date Principal Balance of the Initial
Mortgage Loans in [Pool 1] and the [Pool 1] Pre-Funded Amount (b) on or after
the Fixed Rate Stepdown Date, the greater of (i) an amount equal to ____% of
the aggregate Stated Principal Balance of the Mortgage Loans in [Pool 1] for
the current Payment Date and (ii) the Fixed Rate OC Floor; provided, however,
that if a Fixed Rate Trigger Event is in effect on any Payment Date, the Fixed
Rate Overcollateralization Target Amount will be the Fixed Rate
Overcollateralization Target Amount as in effect for the prior Payment Date.

         Fixed Rate Overcollateralized Amount: With respect to any Payment
Date, the amount, if any, by which (x) the aggregate Stated Principal Balance
of the Initial Mortgage Loans in [Pool 1] for such Payment Date and any amount
on deposit in the Pre-Funding Account in respect of [Pool 1] exceeds (y) the
aggregate Note Principal Amount of the [Group AF] Notes and the Fixed Rate
Subordinate Notes as of such Payment Date (after giving effect to
distributions of the Principal Remittance Amount for [Pool 1] to be made on
such Payment Date and, in the case of the Payment Date immediately following
the end of the Funding Period, any amounts to be released from the Pre-Funding
Account in respect of [Pool 1]).

         Fixed Rate Senior Enhancement Percentage: With respect to a Payment
Date on or after the Fixed Rate Stepdown Date, the fraction (expressed as a
percentage) (1) the numerator of which is the excess of (a) the aggregate
Stated Principal Balance of the Mortgage Loans in [Pool 1] for the preceding
Payment Date over (b) (i) before the Note Principal Amounts of the [Group AF]
Notes have been reduced to zero, the sum of the Note Principal Amounts of the
[Group AF] Notes, or (ii) after such time, the Note Principal Amount of the
most senior Class of Fixed Rate Subordinate Notes outstanding, as of the
related Servicer Advance Date, and (2) the denominator

                                      20
<PAGE>

of which is the aggregate Stated Principal Balance of the Mortgage Loans in
[Pool 1] for the preceding Payment Date.

         Fixed Rate Subordinate Class Principal Distribution Amount: With
respect to any Payment Date and any Class of Fixed Rate Subordinate Notes the
excess of (1) the sum of (a) the aggregate Note Principal Amount of the [Group
AF] Notes (after taking into account distribution of the [Group AF] Principal
Distribution Amount for such Payment Date), (b) the aggregate Note Principal
Amount of any Class(es) of Fixed Rate Subordinate Notes that are senior to the
subject Class (in each case, after taking into account distribution of the
Fixed Rate Subordinate Class Principal Distribution Amount(s) for such senior
Class(es) of Notes for such Payment Date), and (c) the Note Principal Amount
of such Class of Fixed Rate Subordinate Notes immediately prior to the subject
Payment Date over (2) the lesser of (a) the product of (x) 100% minus the
Stepdown Target Subordination Percentage for the subject Class of Notes and
(y) the aggregate Stated Principal Balance of the Mortgage Loans in [Pool 1]
for such Payment Date and (b) the aggregate Stated Principal Balance of the
Mortgage Loans in [Pool 1] for such Payment Date minus the Fixed Rate OC
Floor; provided, however, that if such Class of Fixed Rate Subordinate Notes
is the only Class of Fixed Rate Subordinate Notes outstanding on such Payment
Date, that Class will be entitled to receive the entire remaining Principal
Distribution Amount for [Pool 1] until the Note Principal Amount thereof is
reduced to zero.

         Fixed Rate Stepdown Date: The later to occur of (x) the Payment Date
in ______ 200_ and (y) the first Payment Date on which the aggregate Note
Principal Amount of the [Group AF] Notes (after calculating anticipated
distributions on such Payment Date) is less than or equal to ______% of the
aggregate Stated Principal Balance of the Mortgage Loans in [Pool 1] for such
Payment Date.

         Fixed Rate Subordinate Notes: The [Class MF-1], [Class MF-2], [Class
MF-3], [Class MF-4], [Class MF-5], [Class MF-6], [Class MF-7], [Class MF-8]
and [Class BF] Notes.

         Fixed Rate Trigger Event: With respect to any Payment Date on or
after the Fixed Rate Stepdown Date, consists of either a Fixed Rate
Delinquency Trigger Event with respect to that Payment Date or a Fixed Rate
Cumulative Loss Trigger Event with respect to that Payment Date.

         Form 10-D Disclosure Item: With respect to any Person, any material
litigation or governmental proceedings pending against such Person, or against
any of the Trust Fund, the Depositor, the Trust Administrator, the Indenture
Trustee, the Owner Trustee and the Servicer, if such Person has actual
knowledge thereof.

         Form 10-K Disclosure Item: With respect to any Person, (a) any Form
10-D Disclosure Item and (b) any affiliations or relationships between such
Person and any Item 1119 Party.

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

         Funding Period: The period from the Closing Date to and including the
earlier to occur of (x) the date the amount in the Pre-Funding Account is less
than $[25,000] and (y) ________ ___, 200_.

                                      21
<PAGE>

         Ginnie Mae or GNMA: The Government National Mortgage Association, a
wholly owned corporate instrumentality of the United States within HUD.

         [Group 2-AV] Cap Agreement: The interest rate cap agreement
transaction evidenced by the related Confirmation (as assigned to the Trust
pursuant to the Cap Agreement Assignment Agreement), with respect to the
[Class 2-AV-1] and [Class 2-AV-2] Notes.

         [Group 2-AV] Cap Agreement Payment Date: With respect to the [Group
AV] Cap Agreement, the Business Day immediately preceding the related Payment
Date, beginning with the Payment Date in __________ 200_ and ending with the
Payment Date in _______200_.

         [Group 2-AV] Notes:  The [Class 2-AV-1] and [Class 2-AV-2] Notes.

         [Group 2-AV] Principal Distribution Amount: With respect to any
Payment Date, the product of (x) the [Group AV] Principal Distribution Target
Amount and (y) a fraction, the numerator of which is the [Group 2-AV]
Principal Distribution Target Amount and the denominator of which is the sum
of the [Group 2-AV] Principal Distribution Target Amount and [Group 3-AV]
Principal Distribution Target Amount.

         [Group 2-AV] Principal Distribution Target Amount: With respect to
any Payment Date, the excess of (1) the aggregate Note Principal Amount of the
[Group 2-AV] Notes immediately prior to such Payment Date, over (2) the lesser
of (x) _____% of the aggregate Stated Principal Balance of the Mortgage Loans
in [Pool 2] for such Payment Date and (y) the aggregate Stated Principal
Balance of the Mortgage Loans in [Pool 2] for such Payment Date minus ___% of
the aggregate Stated Principal Balance of the Mortgage Loans in [Pool 2] and
the original [Pool 2] Pre-Funded Amount as of the Cut-off Date.

         [Group 3-AV] Cap Agreement: The interest rate cap agreement
transaction evidenced by the related Confirmation (as assigned to the Trust
pursuant to the Cap Agreement Assignment Agreement), with respect to the
[Class 3-AV-1], [Class 3-AV-2], [Class 3-AV-3] and [Class 3-AV-4] Notes.

         [Group 3-AV] Cap Agreement Payment Date: With respect to the [Group
AV] Cap Agreement, the Business Day immediately preceding the related Payment
Date, beginning with the Payment Date in __________ 200_ and ending with the
Payment Date in _______200_.

         [Group 3-AV] Notes: The [Class 3-AV-1], [Class 3-AV-2], [Class
3-AV-3] and [Class 3-AV-4] Notes.

         [Group 3-AV] Principal Distribution Amount: With respect to any
Payment Date, the product of (x) the [Group AV] Principal Distribution Target
Amount and (y) a fraction, the numerator of which is the [Group 3-AV]
Principal Distribution Target Amount and the denominator of which is the sum
of the [Group 2-AV] Principal Distribution Target Amount and the [Group 3-AV]
Principal Distribution Target Amount.

         [Group 3-AV] Principal Distribution Target Amount: With respect to
any Payment Date, the excess of (1) the aggregate Note Principal Amount of the
[Group 3-AV] Notes immediately prior to such Payment Date, over (2) the lesser
of (x) ____% of the aggregate Stated Principal

                                      22
<PAGE>

Balance of the Mortgage Loans in [Pool 3] for such Payment Date and (y) the
aggregate Stated Principal Balance of the Mortgage Loans in [Pool 3] for such
Payment Date minus ___% of the sum of the aggregate Stated Principal Balance
of the Mortgage Loans in [Pool 3] and the original [Pool 3] Pre-Funded Amount
as of the Cut-off Date.

         [Group AF] Notes: The [Class AF-1A], [Class AF-1B], [Class AF-2],
[Class AF-3], [Class AF-4], [Class AF-5A], [Class AF-5B] and [Class AF-6]
Notes.

         [Group AF] Principal Distribution Amount: With respect to any Payment
Date, the excess of (1) the aggregate Note Principal Amount of the [Group AF]
Notes immediately prior to such Payment Date, over (2) the lesser of (x) ____%
of the aggregate Stated Principal Balance of the Mortgage Loans in [Pool 1]
for such Payment Date and (y) the aggregate Stated Principal Balance of the
Mortgage Loans in [Pool 1] and the original [Pool 1] Pre-Funded Amount as of
the Cut-off Date for such Payment Date minus the Fixed Rate OC Floor.

         [Group AV] Notes:  The [Group 2-AV] and [Group 3-AV] Notes

         Guidelines:  As defined in Section 4.09(n).

         Holder or Noteholder: The registered holder of any Note or Ownership
Certificate as recorded on the books of the Note Registrar or the Certificate
Registrar except that, solely for the purposes of taking any action or giving
any consent pursuant to this Agreement, any Note registered in the name of the
Depositor, the Servicer, the Seller, the Trust Administrator or the Indenture
Trustee or any Affiliate thereof (unless any such Person owns [100]% of a
Class) shall be deemed not to be outstanding in determining whether the
requisite percentage necessary to effect any such consent has been obtained,
except that, in determining whether the Indenture Trustee and Trust
Administrator shall be protected in relying upon any such consent, only Notes
and an Ownership Certificate which a Responsible Officer thereof has actual
knowledge to be so held shall be disregarded. The Indenture Trustee and Trust
Administrator may request and conclusively rely on certifications by the
Depositor in determining whether any Note or Ownership Certificate is
registered to an Affiliate of the Depositor.

         HUD: The United States Department of Housing and Urban Development,
or any successor thereto and including the Federal Housing Commissioner and
the Secretary of Housing and Urban Development where appropriate under the FHA
Regulations.

         Indenture: The Indenture dated as of _______, 200_, among the Issuer,
the Trust Administrator and the Indenture Trustee, as such may be amended or
supplemented from time to time.

         Indenture Event of Default: As defined in Section 5.01 of the
Indenture.

         Indenture Trustee: ____________________________________, not in its
individual capacity but solely as Indenture Trustee, or any successor in
interest.

         Independent: When used with respect to any Accountants, a Person who
is "independent" within the meaning of Rule 2-01(b) of the Securities and
Exchange Commission's Regulation S-X. When used with respect to any other
Person, a Person who (a) is in fact

                                      23
<PAGE>

independent of another specified Person and any Affiliate of such other
Person, (b) does not have any material direct financial interest in such other
Person or any Affiliate of such other Person, and (c) is not connected with
such other Person or any Affiliate of such other Person as an officer,
employee, promoter, trustee, partner, director or Person performing similar
functions.

         Index: The index specified in the related Mortgage Note for
calculation of the Mortgage Rate thereof.

         Insurance Policy: Any primary mortgage insurance policy, any standard
hazard insurance policy, flood insurance policy, earthquake insurance policy
or title insurance policy relating to the Mortgage Loans or the Mortgaged
Properties, to be in effect as of the Closing Date or thereafter during the
term of this Agreement.

         Insurance Proceeds: With respect to each Mortgage Loan (other than by
the [Class AF-5B] Insurer under the [Class AF-5B] Policy), proceeds of
insurance policies insuring the Mortgage Loan or the related Mortgaged
Property, if applicable, including the proceeds of any hazard or flood
insurance policy reduced by expenses incurred by the Servicer in connection
with procuring such proceeds, applied to the restoration and repair of the
related mortgaged property or to be paid to the borrower pursuant to the
mortgage note or state law.

         Insured Payments: With respect to any Payment Date, the aggregate
amount actually paid by the [Class AF-5B] Insurer to the Trust Administrator
in respect of (i) Insured Amounts for a Payment Date and (ii) Preference
Amounts for any given Business Day.

         Interest Carry Forward Amount: With respect to each Class of
interest-bearing Notes and each Payment Date, the excess of (i) the Current
Interest for such Class with respect to prior Payment Dates over (ii) the
amount actually distributed to such Class with respect to interest on such
prior Payment Dates.

         Interest Margin: For each Class of Notes and any Payment Date, the
applicable percentage set forth for such class in the following table:

                                       Interest                Interest
                Class                 Margin (1)              Margin (2)
                -----                 ----------              ----------
        [AF-1A]...............           ____%                   ____%
        [AF-1B]...............           ____%                   ____%
        [AF-2]................           ____%                   ____%
        [AF-3]................           ____%                   ____%
        [AF-4]................           ____%                   ____%
        [AF-5A]...............           ____%                   ____%
        [AF-5B]...............           ____%                   ____%
        [AF-6]................           ____%                   ____%
        [MF-1]................           ____%                   ____%
        [MF-2]................           ____%                   ____%
        [MF-3]................           ____%                   ____%
        [MF-4]................           ____%                   ____%
        [MF-5]................           ____%                   ____%

                                      24
<PAGE>

        [MF-6]................           ____%                   ____%
        [MF-7]................           ____%                   ____%
        [MF-8]................           ____%                   ____%
        [BF]..................           ____%                   ____%
        [2-AV-1]..............           ____%                   ____%
        [2-AV-2]..............           ____%                   ____%
        [3-AV-1]..............           ____%                   ____%
        [3-AV-2]..............           ____%                   ____%
        [3-AV-3]..............           ____%                   ____%
        [3-AV-4]..............           ____%                   ____%
        [MV-1]................           ____%                   ____%
        [MV-2]................           ____%                   ____%
        [MV-3]................           ____%                   ____%
        [MV-4]................           ____%                   ____%
        [MV-5]................           ____%                   ____%
        [MV-6]................           ____%                   ____%
        [MV-7]................           ____%                   ____%
        [MV-8]................           ____%                   ____%
        [BV]..................           ____%                   ____%

-----------------------------------------------------------------------------
         (1) For any Payment Date occurring prior to the Stepup Date.

         (2) For any Payment Date occurring on or after the Stepup Date.

         Interest Rate Cap Account: A separate account established and
maintained by the Trust Administrator for the benefit of the Noteholders
pursuant to Section 5.06.

         Interest Rate Cap Agreement: The [Class AF-1A] Cap Agreement, the
[Group 2-AV] Cap Agreement, the [Group 3-AV] Cap Agreement or the Subordinate
Cap Agreement, as applicable.

         Interest Rate Cap Agreement Payment Date: A [Class AF-1A] Cap
Agreement Payment Date, [Group 2-AV] Cap Agreement Payment Date, [Group 3-AV]
Cap Agreement Payment Date or Subordinate Cap Agreement Payment Date, as the
case may be.

         Interest Rate Cap Receipt: With respect to any Interest Rate Cap
Agreement Payment Date, any amount received by the Trust Administrator from
the Cap Counterparty under any Interest Rate Cap Agreement.

         Interest Remittance Amount: With respect to each Pool and any Payment
Date, (a) the sum of, without duplication, (1) all interest collected (other
than the interest portion of Payaheads) or advanced in respect of Scheduled
Payments on the Mortgage Loans in such Pool during the related Collection
Period by the Servicer or the Indenture Trustee (solely in its capacity as
successor Servicer), minus, (x) to the extent provided under Section 4.08(ii)
and (iii) herein, previously unreimbursed Advances due to the Servicer or the
Indenture Trustee (solely in its capacity as successor Servicer), to the
extent allocable to interest and the allocable portion of previously
unreimbursed Servicing Advances with respect to the Mortgage Loans in such
Pool

                                      25
<PAGE>

during the related Prepayment Period, (y) the related Servicing Fee with
respect to such Mortgage Loans in such Pool and (z) all Prepayment Premiums
received with respect to such Mortgage Loans during the related Prepayment
Period, (2) any Compensating Interest Payments or payments in respect of
Prepayment Interest Shortfalls paid by the Servicer pursuant to Section 4.23
with respect to the related Prepayment Period with respect to the Mortgage
Loans in such Pool, (3) the portion of any Purchase Price or Substitution
Amount paid with respect to the Mortgage Loans in such Pool during the related
Prepayment Period allocable to interest, and (4) all Net Liquidation Proceeds,
Insurance Proceeds and any other recoveries collected with respect to the
Mortgage Loans in such Pool during the related Prepayment Period, to the
extent allocable to interest, as reduced by (b) such Pool's pro rata share of
any costs, expenses, fees or liabilities due to the Servicer, the Indenture
Trustee, the Owner Trustee or the Trust Administrator to the extent provided
in this Agreement, the Trust Agreement and the Indenture.

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

         Issuer: The Delaware statutory trust known as the "______ Mortgage
Investment Trust 200_-__."

         Issuer Order or Issuer Request: A written order or request signed in
the name of the Issuer by any one of its Authorized Officers and delivered to
the Indenture Trustee and the Trust Administrator.

         Item 1119 Party: The Depositor, the Seller, the Servicer, the
Indenture Trustee, the Trust Administrator, the Owner Trustee, any originator
identified in the Prospectus Supplement, the Cap Counterparty and any other
material transaction party, as identified in Exhibit H hereto, as updated
pursuant to Section 10.04.

         Last Scheduled Payment Date: With respect to the [Class AF-5B] Notes,
the Payment Date occurring in __________ 20__.

         LIBOR: (a) With respect to the first Accrual Period, the per annum
rate of ____%. With respect to each subsequent Accrual Period, a per annum
rate determined on the LIBOR Determination Date in the following manner by the
Trust Administrator on the basis of the "Interest Settlement Rate" set by the
British Bankers' Association (the "BBA") for one-month United States dollar
deposits, as such rates appear on the Telerate Page 3750, as of 11:00 a.m.
(London time) on such LIBOR Determination Date.

         (b)      If on such a LIBOR Determination Date, the BBA's Interest
Settlement Rate does not appear on the Telerate Page 3750 as of 11:00 a.m.
(London time), or if the Telerate Page 3750 is not available on such date, the
Trust Administrator will determine such rate on the basis of the offered rates
of the Reference Banks for one-month United States dollar deposits, as such
rates appear on the Reuters Screen LIBO Page or the Bloomberg Screen LIBO
Page, in either case as of 11:00 a.m. (London time) on such LIBOR
Determination Date.

         (c)      If LIBOR is determined under clause (b) above, on each LIBOR
Determination Date, LIBOR for the related Accrual Period for the Notes will be
established by the Trust Administrator as follows:

                                      26
<PAGE>

                  (1) If on such LIBOR Determination Date two or more
         Reference Banks provide such offered quotations, LIBOR for the
         related Accrual Period for the Notes shall be the arithmetic mean of
         such offered quotations (rounded upwards if necessary to the nearest
         whole multiple of [0.03125]%).

                  (2) If on such LIBOR Determination Date fewer than two
         Reference Banks provide such offered quotations, LIBOR for the
         related Accrual Period shall be the higher of (x) LIBOR as determined
         on the previous LIBOR Determination Date and (y) the Reserve Interest
         Rate.

         (d)      The establishment of LIBOR by the Trust Administrator and
the Trust Administrator's subsequent calculation of the Note Interest Rate
applicable to each Class of Notes for the relevant Accrual Period, in the
absence of manifest error, will be final and binding.

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

         LIBOR Determination Date: The second LIBOR Business Day immediately
preceding the commencement of each Accrual Period for any Notes.

         Limited Exchange Act Reporting Obligations: The obligations of the
Servicer under Section 4.14 and Section 4.26 with respect to notice and
information to be provided to the Depositor and Article X (except Section
10.07(a)(1) and (2)).

         Liquidated Mortgage Loan: Any defaulted Mortgage Loan as to which the
Servicer has determined that all amounts that it expects to recover from or on
account of such Mortgage Loan have been recovered (exclusive of any
possibility of a deficiency judgment).

         Liquidation Expenses: Expenses that are incurred by the Servicer in
connection with the liquidation of any defaulted Mortgage Loan and are not
recoverable under the applicable primary mortgage insurance policy, if any,
including, without limitation, foreclosure and rehabilitation expenses, legal
expenses and unreimbursed amounts, if any, expended pursuant to Section
4.05(e), 4.09(f) or 4.09(j).

         Liquidation Proceeds: Cash received in connection with the
liquidation of a defaulted Mortgage Loan, whether through the sale or
assignment of such Mortgage Loan, trustee's sale, foreclosure sale, payment in
full, discounted payoff or otherwise, or the sale of the related REO Property,
if the Mortgaged Property is acquired in satisfaction of the Mortgage Loan.

         Loan Number and Borrower Identification Mortgage Loan Schedule: With
respect to any Subsequent Transfer Date, the Loan Number and Borrower
Identification Mortgage Loan Schedule delivered in connection with such
Subsequent Transfer Date pursuant to Section 2.01(f). Each Loan Number and
Borrower Identification Mortgage Loan Schedule shall contain the information
specified in the definition of "Mortgage Loan Schedule" with respect to the
Subsequent Mortgage Loans conveyed on such Subsequent Transfer Date, and each
Loan Number and Borrower Identification Mortgage Loan Schedule shall be deemed
to be included in the Mortgage Loan Schedule.

                                      27
<PAGE>

         Loan-to-Value Ratio: With respect to any Mortgage Loan, the ratio of
the principal balance of such Mortgage Loan at origination, or such other date
as is specified, to the Original Value of the related Mortgaged Property.

         Majority Noteholders: Until such time as the sum of the Class
Principal Amounts of all Classes of Notes has been reduced to zero, the holder
or holders of in excess of [50]% of the aggregate Class Principal Amount of
all Classes of Notes (accordingly, the holder of the Ownership Certificate
shall be excluded from any rights or actions of the Majority Noteholders
during such period); and thereafter, the holder of the Ownership Certificate.

         Material Defect: With respect to any Mortgage Loan, as defined in
Section 2.02(c) hereof.

         Maturity Date: With respect to any Class of Notes, the Payment Date
in ____ 20__.

         MERS: Mortgage Electronic Registration Systems, Inc., a Delaware
corporation, or any successor in interest thereto.

         MERS Mortgage Loan: Any Mortgage Loan as to which the related
Mortgage, or an Assignment of Mortgage, has been or will be recorded in the
name of MERS, as nominee for the holder from time to time of the Mortgage
Note.

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

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

         Mortgage File: The mortgage documents listed in Section 2.01(g)
pertaining to a particular Mortgage Loan required to be delivered to the
Indenture Trustee pursuant to this Agreement.

         Mortgage Loan: A mortgage loan that is conveyed to the Issuer
pursuant to this Agreement on the Closing Date (an "Initial Mortgage Loan") or
a mortgage loan that is conveyed to the Issuer pursuant to a Subsequent
Transfer Agreement on a Subsequent Transfer Date (a "Subsequent Mortgage
Loan"), which mortgage loan includes, without limitation, the mortgage loan
documents, the Scheduled Payments, Principal Prepayments, Liquidation
Proceeds, Condemnation Proceeds, Insurance Proceeds, any related REO Property,
REO Disposition Proceeds, and all other rights, benefits, proceeds and
obligations arising from or in connection with such mortgage loan. The Initial
Mortgage Loans subject to this Agreement are identified on the Mortgage Loan
Schedule annexed hereto as Schedule A and have an aggregate Stated Principal
Balance as of the Cut-off Date of $_________________. Any Subsequent Mortgage
Loan conveyed pursuant to a Subsequent Transfer Agreement shall be added to
the Mortgage Loan Schedule as of the Subsequent Transfer Date.

         Mortgage Loan Remittance Rate: With respect to each Mortgage Loan,
the Mortgage Rate minus the Servicing Fee Rate.

                                      28
<PAGE>

         Mortgage Loan Schedule: The schedule attached hereto as Schedule A,
which shall identify each Mortgage Loan, as such schedule may be amended from
time to time to reflect the addition of Mortgage Loans to, or the deletion of
Mortgage Loans from, the Trust Estate. Such schedule shall set forth, among
other things, the following information with respect to each Mortgage Loan:
(i) the Mortgage Loan identifying number; (ii) the Mortgagor's name; (iii) the
street address of the Mortgaged Property including the city, state and zip
code; (iv) the original principal amount of the Mortgage Loan; (v) the
Mortgage Rate at origination; (vi) the Index; (vii) the first Mortgage Rate
adjustment date; (viii) the monthly payment of principal and interest at
origination; (ix) the Servicing Fee Rate; and (x) whether such Mortgage Loan
is subject to a Prepayment Premium for voluntary prepayments by the Mortgagor,
the term during which such Prepayment Premiums are imposed and the method of
calculation of the Prepayment Premium. The Servicer shall be responsible for
providing the Indenture Trustee and the Servicer with all amendments to the
Mortgage Loan Schedule.

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

         Mortgaged Property: The underlying real property securing a Mortgage
Loan.

         Mortgage Rate: As to any Mortgage Loan, the per annum rate at which
interest accrues on such Mortgage Loan, as determined under the related
Mortgage Note as reduced by the applications of the Civil Relief Act.

         Mortgagor:  The obligor on a Mortgage Note.

         NAS Factor: For any Payment Date set forth below, the percentage set
forth in the following table:

           Payment Date                                             Percentage
           ---------------------------------------------------      ----------
           _____ 200_ - _______ 200_..........................         __%
           _____ 200_ - _______ 200_..........................         __%
           _____ 200_ - _______ 200_..........................         __%
           _____ 200_ - _______ 200_..........................         __%
           _____ 200_ and thereafter..........................         __%

         NAS Principal Distribution Amount: For any Payment Date, an amount
equal to the product of (i) the [Class AF-6] Portion for such Payment Date,
(ii) any amounts distributed to the [Group AF] Notes pursuant to Section 5.02
for such Payment Date and (iii) the NAS Factor for such Payment Date.

         Net Funds Cap: With respect to any Payment Date, an annual rate equal
to:

         (i) in the case of the [Group AF] Notes, the weighted average of the
Net Mortgage Rates of the Mortgage Loans in [Pool 1] as of the first day of
the related Collection Period, adjusted to reflect the accrual of interest on
an actual/360 basis;

                                      29
<PAGE>

         (ii) in the case of the [Group 2-AV] Notes, the weighted average of
the Net Mortgage Rates of the Mortgage Loans in [Pool 2] as of the first day
of the related Collection Period, adjusted to reflect the accrual of interest
on an actual/360 basis;

         (iii) in the case of the [Group 3-AV] Notes, the weighted average of
the Net Mortgage Rates of the Mortgage Loans in [Pool 3] as of the first day
of the related Collection Period, adjusted to reflect the accrual of interest
on an actual/360 basis;

         (iv) in the case of each class of Fixed Rate Subordinate Notes, the
weighted average of the Net Mortgage Rates of the Mortgage Loans in [Pool 1]
as of the first day of the related Collection Period, weighted on the basis of
the excess of the Pool Balance for [Pool 1] as of the first day of the related
Collection Period over the aggregate of the Class Principal Amounts of the
[Group AF] Notes immediately prior to that Payment Date, and adjusted to
reflect the accrual of interest on an actual/360 basis; and

         (v) in the case of each class of Adjustable Rate Subordinate Notes,
the weighted average of (a) the weighted average of the Net Mortgage Rates of
the Mortgage Loans in [Pool 2] as of the first day of the related Collection
Period and (b) the weighted average of the Net Mortgage Rates of the Mortgage
Loans in [Pool 3] as of the first day of the related Collection Period,
weighted on the basis of the excess of (x) in the case of clause (iii)(a), the
excess of the Pool Balance for [Pool 2] as of the first day of the related
Collection Period over the aggregate of the Class Principal Amounts of the
[Group 2-AV] Notes immediately prior to that Payment Date and (y) in the case
of clause (iii)(b), the excess of the Pool Balance for [Pool 3] as of the
first day of the related Collection Period over the Class Principal Amount of
the [Group 3-AV] Notes immediately prior to that Payment Date, and adjusted to
reflect the accrual of interest on an actual/360 basis.

         Net Liquidation Proceeds: With respect to any Liquidated Mortgage
Loan, the related Liquidation Proceeds, Insurance Proceeds and Condemnation
Proceeds received and retained in connection with the liquidation of such
Mortgage Loan net of (i) Liquidation Expenses and (ii) any related
unreimbursed Advances and Servicing Advances, if any.

         Net Mortgage Rate: With respect to any Mortgage Loan, the Mortgage
Rate thereof reduced by the Servicing Fee Rate.

         Net Rate Carryover: With respect to any Class of interest bearing
Notes and any Payment Date, the sum of (A) the excess of (i) the amount of
interest that such Class would otherwise have accrued for such Payment Date
had the Note Interest Rate for such Class and the related Accrual Period not
been determined based on the applicable Net Funds Cap, over (ii) the amount of
interest accrued on such Class at the applicable Net Funds Cap for such
Payment Date and (B) the Net Rate Carryover for such Class for all previous
Payment Dates not previously paid pursuant to Section 5.02, together with
interest thereon at the then-applicable Note Interest Rate for such Class,
without giving effect to the applicable Net Funds Cap.

         New York UCC: The Uniform Commercial Code as in effect in the State
of New York.

         Non-MERS Mortgage Loan: Any Mortgage Loan other than a MERS Mortgage
Loan.

                                      30
<PAGE>

         Nonrecoverable Advance: Any Servicing Advance or Advance previously
made or proposed to be made in respect of a Mortgage Loan by the Servicer
which, in the reasonable discretion of the Servicer will not or, in the case
of a proposed Servicing Advance or Advance, would not, ultimately be
recoverable by the Servicer from the related Mortgagor, related Liquidation
Proceeds, Condemnation Proceeds, Insurance Proceeds, REO Disposition Proceeds
or otherwise.

         Note: Any [Class AF-1A], [Class AF-1B], [Class AF-2], [Class AF-3],
[Class AF-4], [Class AF-5A], [Class AF-5B], [Class AF-6], [Class MF-1], [Class
MF-2], [Class MF-3], [Class MF-4], [Class MF-5], [Class MF-6], [Class MF-7],
[Class MF-8], [Class BF], [Class 2-AV-1], [Class 2-AV-2], [Class 3-AV-1],
[Class 3-AV-2], [Class 3-AV-3], [Class 3-AV-4], [Class MV-1], [Class MV-2],
[Class MV-3], [Class MV-4], [Class MV-5], [Class MV-6], [Class MV-7], [Class
MV-8], [Class BV], [Class PF], [Class PV], [Class CF] or [Class CV] Note.

         Note Interest Rate: With respect to each Class of Notes on any
Payment Date, the least of (1) LIBOR plus the Interest Margin for such Class
and such Payment Date, (2) the applicable Net Funds Cap for such Payment Date
and (3) the Fixed Rate Cap.

         Note Principal Amount: With respect to any Note, the initial
principal amount thereof on the Closing Date, less the amount of all principal
payments previously paid with respect to such Note.

         Note Register and Note Registrar:  As defined in the Indenture.

         Officer's Certificate: A certificate signed by the Chairman of the
Board, any Vice Chairman, the President, any Senior Vice President, any Vice
President or any Assistant Vice President of a Person.

         Operative Agreements: The Trust Agreement, the Certificate of Trust
of the Issuer, this Agreement, the Indenture, the Depository Agreement, each
Interest Rate Cap Agreement, the Cap Agreement Assignment Agreement and each
other document contemplated by any of the foregoing to which the Depositor,
the Seller, the Servicer, the Owner Trustee, the Trust Administrator, the
Indenture Trustee or the Issuer is a party.

         Opinion of Counsel: A written opinion of counsel, reasonably
acceptable in form and substance to the Seller, the Trust Administrator, the
Indenture Trustee and/or the Servicer, as applicable, and who may be in house
or outside counsel to the Seller, the Servicer, the Depositor, the Servicer,
the Trust Administrator or the Indenture Trustee but which must be Independent
outside counsel with respect to any such opinion of counsel concerning federal
income tax or ERISA matters.

         Original Value: The lesser of (a) the Appraised Value of a Mortgaged
Property at the time the related Mortgage Loan was originated and (b) if the
Mortgage Loan was made to finance the acquisition of the related Mortgaged
Property, the purchase price paid for the Mortgaged Property by the Mortgagor
at the time the related Mortgage Loan was originated.

         Overcollateralization Amount: With respect to any Payment Date will
be equal to the amount, if any, by which (x) the Aggregate Collateral Balance
for such Payment Date exceeds

                                      31
<PAGE>

(y) the aggregate Class Principal Amount of the Notes, in each case after
giving effect to payments on such Payment Date.

         Overcollateralization Deficiency Amount: With respect to any Payment
Date, the excess, if any, of the Targeted Overcollateralization Amount for
that Payment Date over the Overcollateralization Amount for that Payment Date.

         Ownership Certificate: An equity certificate representing a 100%
undivided beneficial ownership interest in the Trust, substantially in the
form attached as part of Exhibit A to the Trust Agreement.

         Owner Trustee: _____________________, a ____________________, and any
successor in interest, not in its individual capacity, but solely as owner
trustee under the Trust Agreement.

         Owner Trustee Fee: The annual fee payable to the Owner Trustee by the
Trust Administrator pursuant to the Fee Letter Agreement specified in Section
7.03 of the Trust Agreement during the term of this Agreement.

         Payahead: With respect to any Mortgage Loan and any Due Date
therefor, any Scheduled Payment received by the Servicer during any Collection
Period in addition to the Scheduled Payment due on such Due Date, intended by
the related Mortgagor to be applied on a subsequent Due Date or Due Dates.

         Paying Agent: As defined in the Indenture. The initial Paying Agent
shall be the Trust Administrator.

         Payment Date: The [25th] day of each month or, if such [25th] day is
not a Business Day, the next succeeding Business Day, commencing in ________
200_.

         Percentage Interest: The Percentage Interest evidenced thereby shall
equal (i) with respect to the Ownership Certificate, the Percentage Interest
on the face of such certificate; or (ii) with respect to any Note, the initial
Note Principal Amount thereof, divided by the initial Class Principal Amount
of all Notes of the same Class.

         Performance Certification:  As defined in Section 10.05.

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

         Plan: An employee benefit plan or other retirement arrangement which
is subject to Section 406 of ERISA and/or Section 4975 of the Code or any
entity whose underlying assets include such plan's or arrangement's assets by
reason of their investment in the entity.

         Plan Asset Regulations: The Department of Labor regulations set forth
in 29 C.F.R. 2510.3 101.

                                      32
<PAGE>

         Pool:  [Pool 1], [Pool 2] or [Pool 3] as applicable.

         [Pool 1]: The portion of the Mortgage Pool identified as [Pool 1].

         [Pool 1] Pre-Funded Amount: The portion of the Pre-Funded Amount
allocable for purchase of Subsequent Mortgage Loans as [Pool 1] Mortgage Loans
on the Closing Date, which shall equal $_________________.

         [Pool 1] Senior Notes: The [Class AF-1A], [Class AF-1B], [Class
AF-2], [Class AF-3], [Class AF-4], [Class AF-5A], [Class AF-5B] and [Class
AF-6] Notes.

         [Pool 2]: The portion of the Mortgage Pool identified as [Pool 2].

         [Pool 2] Pre-Funded Amount: The portion of the Pre-Funded Amount
allocable for purchase of Subsequent Mortgage Loans as [Pool 2] Mortgage Loans
on the Closing Date, which shall equal $___________________.

         [Pool 2] Senior Notes:  The [Class 2-AV-1] and [Class 2-AV-2] Notes.

         [Pool 2] Sequential Trigger Event: With respect to any Payment Date
(i) prior to the Payment Date in ______ 200_, if (x) the aggregate amount of
Realized Losses on the Mortgage Loans in [Pool 2] from the Cut-off Date for
each such Mortgage Loan to (and including) the last day of the related Due
Period (reduced by the aggregate amount of any Recoveries related to the
Mortgage Loans in [Pool 2] received through the last day of that Due Period)
exceeds (y) ______% of the sum of the aggregate Cut-off Date Principal Balance
of the Initial Mortgage Loans in [Pool 2] and the [Pool 2] Pre-Funded Amount
or (ii) on or after the Payment Date in ______ 200_, if an Adjustable Rate
Trigger Event is in effect.

         [Pool 3]: The portion of the Mortgage Pool identified as [Pool 3].

         [Pool 3] Pre-Funded Amount: The portion of the Pre-Funded Amount
allocable for purchase of Subsequent Mortgage Loans as [Pool 3] Mortgage Loans
on the Closing Date, which shall equal $__________________.

         [Pool 3] Senior Notes: The [Class 3-AV-1], [Class 3-AV-2], [Class
3-AV-3] and [Class 3-AV-4] Notes.

         Pool Balance: With respect to each Pool and any Payment Date, the
aggregate of the Stated Principal Balances of the Mortgage Loans in such Pool.

         Prepayment Interest Excess Amount: For any Servicer Remittance Date
and any Principal Prepayment received during the portion of the related
Prepayment Period occurring from and including the first day through the
fifteenth day of the calendar month in which such Servicer Remittance Date
occurs, an amount equal to interest (to the extent received) due in connection
with such Principal Prepayment.

         Preference Amount: Any payment of principal or interest on a [Class
AF-5B] Note which has become Due for Payment and which was made to a Holder by
or on behalf of the

                                      33
<PAGE>

Trust Fund, which has been deemed a preferential transfer and was previously
recovered from the Holder pursuant to the United States Bankruptcy Code in
accordance with a final, non-appealable order of a court of competent
jurisdiction.

         Preference Claim:  As defined in Section 5.07(h).

         Pre-Funded Amount: The amount deposited in the Pre-Funding Account on
the Closing Date, which shall equal $________________.

         Pre-Funding Account: The separate Eligible Account created and
maintained by the Trust Administrator pursuant to this Agreement in the name
of the Trust Administrator for the benefit of the Noteholders and designated
"_______________________, in trust for registered holders of [ ] 200__-[ ]."
Funds in the Pre-Funding Account shall be held in trust for the Noteholders
for the uses and purposes set forth in this Agreement.

         Prepayment Interest Shortfall Amount: With respect to any voluntary
Principal Prepayment in full or in part by the Mortgagor on any Mortgage Loan
that is received during the period from the first day of the Prepayment Period
through the last day of the calendar month preceding the related Payment Date,
the amount, if any, by which one month's interest at the Mortgage Rate minus
the Servicing Fee for such Mortgage Loan on the amount of such Principal
Prepayment exceeds the amount of interest received from such Mortgagor in
respect of such Principal Prepayment.

         Prepayment Period: With respect to any Payment Date, the period
beginning from and including the sixteenth day of the month preceding the
month in which such Payment Date occurs (or, in the case of the initial
prepayment period, beginning on the Cut-off Date) to and including the
fifteenth day of the month in which such Payment Date occurs.

         Prepayment Premiums: Any prepayment fees and penalties to be paid by
the Mortgagor on a Mortgage Loan in the case of a full or partial voluntary
prepayment of such Mortgage Loan during the related Prepayment Period.

         Prime Rate: The prime rate of the United States money center
commercial banks as published in The Wall Street Journal, Northeast Edition.

         Principal Deficiency Amount: With respect to any class of Subordinate
Notes and any Payment Date, the lesser of (a) the excess, if any, of (1) the
Total Principal Deficiency Amount over (2) the aggregate of the Principal
Deficiency Amounts for the classes of Subordinate Notes, if any, that have a
lower priority of payment than the subject class and (b) the Class Principal
Amount of the subject class of Notes immediately prior to such Payment Date.

         Principal Distribution Amount: With respect to each Payment Date and
a Pool, the sum of (i) the Principal Remittance Amount for such Pool for such
Payment Date, (ii) the Extra Principal Distribution Amount for such Pool for
such Payment Date and (iii) with respect to the Payment Date immediately
following the end of the Funding Period, the amount, if any, remaining in the
Pre-Funding Account at the end of the Funding Period (net of any investment
income therefrom) allocable to such Pool.

                                      34
<PAGE>

         Principal Payment Amount: With respect to each Pool for any Payment
Date, an amount equal to the Principal Remittance Amount for such Pool for
such date minus the Aggregate Overcollateralization Release Amount
attributable to such Pool for such Payment Date.

         Principal Prepayment: Any payment or other recovery of principal on a
Mortgage Loan, including any payment or other recovery of principal in
connection with the repurchase of a Mortgage Loan by the Seller, the Servicer
or any other Person received in advance of such Mortgage Loan's scheduled Due
Date.

         Principal Remittance Amount: With respect to any Payment Date and for
each Pool, (a) the sum of (i) all principal collected (other than the
principal portion of Payaheads) or advanced in respect of Scheduled Payments
on the Mortgage Loans in such Pool during the related Collection Period by the
Servicer (less unreimbursed Advances due to the Servicer or the Indenture
Trustee as successor Servicer, or any other successor Servicer, with respect
to such Pool, and any unreimbursed Servicing Advances, in each case, to the
extent allocable to principal and to the extent provided under Sections
4.08(i) and (ii)), (ii) all Principal Prepayments in full or in part received
during the related Prepayment Period on the Mortgage Loans in such Pool, (iii)
the Stated Principal Balance of each Mortgage Loan in such Pool that was
purchased from the Trust Estate during the related Prepayment Period, (iv) the
portion of any Substitution Amount paid with respect to any Deleted Mortgage
Loan relating to a Mortgage Loan in such Pool during the related Prepayment
Period allocable to principal, (v) all Net Liquidation Proceeds, Insurance
Proceeds, REO Disposition Proceeds and other Recoveries collected with respect
to such Mortgage Loans in such Pool during the related Prepayment Period, to
the extent allocable to principal and (vi) all other unscheduled collections
and recoveries in respect of principal during the related Prepayment Period,
as reduced by (b) such Pool's pro rata share of: other costs, expenses, fees
or liabilities reimbursable to the Indenture Trustee, the Owner Trustee, the
Trust Administrator and the Servicer to the extent provided in this Agreement,
the Trust Agreement and the Indenture and to the extent not reimbursed from
the Interest Remittance Amount, or otherwise.

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

         Property Charges:  As defined in Section 4.09(d).

         Prospectus: The Prospectus Supplement, together with the accompanying
prospectus dated _________, 200_.

         Prospectus Supplement: The prospectus supplement dated _____, 200_
relating to the Notes.

         Purchase Price: With respect to the purchase of a Mortgage Loan or
related REO Property pursuant to this Agreement, an amount equal to the sum of
(a) 100% of the unpaid principal balance of such Mortgage Loan, (b) accrued
interest thereon at the applicable Mortgage Rate, from the date as to which
interest was last paid to (but not including) the Due Date in the Collection
Period during which such Mortgage Loan or REO Property is being so purchased;
(c) if applicable, the fair market value of the REO Property and all other
property being purchased;

                                      35
<PAGE>

(d) any unreimbursed Servicing Advances with respect to such Mortgage Loan;
and (e) any costs and damages incurred by the Trust Estate associated with any
violation of applicable federal, state or local anti-predatory or anti-abusive
lending laws with respect to the related Mortgage Loan. The Servicer shall be
reimbursed from the Purchase Price for any Mortgage Loan or related REO
Property for any Advances made or other amounts advanced with respect to such
Mortgage Loan that are reimbursable to the Servicer under this Agreement,
together with any accrued and unpaid Servicing Fee with respect to such
Mortgage Loan.

         Qualified GIC: A guaranteed investment contract or surety bond
providing for the investment of funds in the Collection Account and insuring a
minimum, fixed or floating rate of return on investments of such funds, which
contract or surety bond shall:

                  (i) be an obligation of an insurance company or other
         corporation whose long term debt is rated by each Rating Agency in
         one of its two highest rating categories or, if such insurance
         company has no long term debt, whose claims paying ability is rated
         by each Rating Agency in one of its two highest rating categories,
         and whose short-term debt is rated by each Rating Agency in its
         highest rating category;

                  (ii) provide that the Trust Administrator on behalf of the
         Indenture Trustee may exercise all of the rights under such contract
         or surety bond without the necessity of taking any action by any
         other Person;

                  (iii) provide that if at any time the then current credit
         standing of the obligor under such guaranteed investment contract is
         such that continued investment pursuant to such contract of funds
         would result in a downgrading of any rating of the Notes, the Trust
         Administrator shall terminate such contract without penalty and be
         entitled to the return of all funds previously invested thereunder,
         together with accrued interest thereon at the interest rate provided
         under such contract to the date of delivery of such funds to the
         Trust Administrator;

                  (iv) provide that the Indenture Trustee's interest therein
         shall be transferable to any successor trustee hereunder; and

                  (v) provide that the funds reinvested thereunder and accrued
         interest thereon be returnable to the Collection Account not later
         than the Business Day prior to any Payment Date.

         Qualified Insurer: An insurance company duly qualified as such under
the laws of the states in which the related Mortgaged Properties are located,
duly authorized and licensed in such states to transact the applicable
insurance business and to write the insurance provided and whose claims paying
ability is rated by each Rating Agency in its highest rating category or whose
selection as an insurer will not adversely affect the rating of the Notes.

         [Qualified REIT Subsidiary: A direct or indirect 100% owned
subsidiary of a REIT that satisfies the requirements of Section 856(i) of the
Code.]

         Qualifying Substitute Mortgage Loan: In the case of a Mortgage Loan
substituted for a Deleted Mortgage Loan pursuant to the terms of this
Agreement, a Mortgage Loan that, on the

                                      36
<PAGE>

date of such substitution, (i) has an outstanding Stated Principal Balance (or
in the case of a substitution of more than one mortgage loan for a Deleted
Mortgage Loan, an aggregate Stated Principal Balance), after application of
all Scheduled Payments due during or prior to the month of substitution, not
in excess of, and not more than [5]% less than, the outstanding Stated
Principal Balance of the Deleted Mortgage Loan as of the Due Date in the
calendar month during which the substitution occurs, (ii) has a Mortgage Rate
not less than, and not more than [0.50]% higher than, the Mortgage Rate on the
Deleted Mortgage Loan, (iii) if applicable, has a maximum Mortgage Rate not
less than the maximum Mortgage Rate on the Deleted Mortgage Loan, (iv) has a
minimum Mortgage Rate not less than the minimum Mortgage Rate of the Deleted
Mortgage Loan, (v) has a gross margin equal to or greater than the gross
margin of the Deleted Mortgage Loan, (vi) (a) has a next adjustment date not
later than the next adjustment date on the Deleted Mortgage Loan, (b) has an
initial periodic rate cap not less than the Deleted Mortgage Loan and (c) has
a subsequent periodic rate cap not less than the Deleted Mortgage Loan, (vii)
has the same Due Date as the Deleted Mortgage Loan, (viii) has a remaining
stated term to maturity not longer than 18 months and not more than 18 months
shorter than the remaining stated term to maturity of the related Deleted
Mortgage Loan, (ix) is current as of the date of substitution, (x) has a
Loan-to-Value Ratio as of the date of substitution equal to or lower than the
Loan-to-Value Ratio of the Deleted Mortgage Loan as of such date, (xi) has
been underwritten by the Seller in accordance with the same underwriting
criteria and guidelines as the Deleted Mortgage Loan, (xii) has a risk grading
determined by the Seller at least equal to the risk grading assigned on the
Deleted Mortgage Loan, (xiii) is secured by the same property type as the
Deleted Mortgage Loan, (xiv) conforms to each representation and warranty
applicable to the Deleted Mortgage Loan made in the Mortgage Loan Purchase
Agreement, (xv) has the same first lien position as the Deleted Mortgage Loan,
(xvi) is covered by a primary mortgage insurance policy if the Deleted
Mortgage Loan was so covered, (xvii) contains provisions covering the payment
of Prepayment Premium by the Mortgagor for early prepayment of the Mortgage
Loan at least as favorable to the Trust as the Deleted Mortgage Loan, (xviii)
has a maturity date not later than the maturity date of the latest maturing
Mortgage Loan in the Mortgage Pool as of the Closing Date, (xix) has the same
Index as the Deleted Mortgage Loan, (xx) if originated on or after November
27, 2003, is not a "high cost" loan subject to the New Jersey Home Ownership
Security Act of 2003 and (xxi) if originated on or after January 1, 2004 is
not a "high-cost" loan subject to the New Mexico Home Loan Protection Act. In
the event that one or more mortgage loans are substituted for one or more
Deleted Mortgage Loans, the amounts described in clause (i) hereof shall be
determined on the basis of aggregate Stated Principal Balances, the Mortgage
Rates described in clause (ii) hereof shall be determined on the basis of
weighted average Mortgage Rates, the risk gradings described in clause (xii)
hereof shall be satisfied as to each such mortgage loan, the terms described
in clause (viii) hereof shall be determined on the basis of weighted average
remaining term to maturity, the Loan-to-Value Ratios described in clause (x)
hereof shall be satisfied as to each such mortgage loan and, except to the
extent otherwise provided in this sentence, the representations and warranties
described in clause (xiv) hereof must be satisfied as to each Qualified
Substitute Mortgage Loan or in the aggregate, as the case may be.

         Rating Agency:  Each of Moody's and S&P.

         Realized Loss: With respect to each Liquidated Mortgage Loan, an
amount equal to (i) the unpaid principal balance of such Mortgage Loan as of
the date of liquidation, minus (ii)

                                      37
<PAGE>

Liquidation Proceeds received, to the extent allocable to principal, net of
amounts that are reimbursable therefrom to the Servicer with respect to such
Mortgage Loan (other than Advances of principal) including Liquidation
Expenses. In determining whether a Realized Loss is a Realized Loss of
principal, Liquidation Proceeds shall be allocated, first, to payment of
Liquidation Expenses, then to accrued unpaid interest and finally to reduce
the principal balance of the Mortgage Loan.

         Record Date: With respect to each Payment Date and each Class of
Notes, the Business Day prior to the related Payment Date, and with respect to
any Class of Definitive Notes, the last Business Day of the month immediately
preceding the month in which the Payment Date occurs (or, in the case of the
first Payment Date, the Closing Date).

         Recovery: With respect to any Liquidated Mortgage Loan, an amount
received in respect of principal on such Mortgage Loan which has previously
been allocated as a Realized Loss to a Class or Classes of Notes net of
reimbursable expenses.

         Redemption Date: The first Payment Date on which
_____________________ is permitted to exercise its right to purchase the
assets of the Trust pursuant to Section 8.02 hereof.

         Reference Banks: Leading banks selected by the Trust Administrator
and engaged in transactions in Eurodollar deposits in the international
Eurocurrency market (1) with an established place of business in London, (2)
whose quotations appear on the Reuters Screen LIBO Page or the Bloomberg
Screen LIBO Page on the Determination Date in question, (3) which have been
designated as such by the Trust Administrator and (4) not controlling,
controlled by, or under common control with, the Depositor, the Indenture
Trustee, the Trust Administrator, the Servicer, the Seller or any successor
servicer.

         Regulation AB: Subpart 229.1100 - Asset Backed Securities (Regulation
AB), 17 C.F.R. ss.ss.229.1100-229.1123, as such may be amended from time to
time, and subject to such clarification and interpretation as have been
provided by the Commission in the adopting release (Asset-Backed Securities,
Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan. 7, 2005))
or by the staff of the Commission, or as may be provided by the Commission or
its staff from time to time.

         REIT: A real estate investment trust within the meaning of section
856 of the Code.

         Relevant UCC: The Uniform Commercial Code as in effect in the
applicable jurisdiction.

         REO Disposition: The final sale by the Servicer of any REO Property.

         REO Disposition Proceeds: All amounts received with respect to an REO
Disposition pursuant to Section 4.09(j).

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

         Reportable Event: Any event required to be reported on Form 8-K, and
in any event, the following:

                                      38
<PAGE>

         (a)      entry into a definitive agreement related to the Trust Fund,
the Notes or the Mortgage Loans, or an amendment to an Operative Agreement,
even if the Depositor is not a party to such agreement (e.g., a servicing
agreement with a servicer contemplated by Item 1108(a)(3) of Regulation AB);

         (b)      termination of an Operative Agreement (other than by
expiration of the agreement on its stated termination date or as a result of
all parties completing their obligations under such agreement), even if the
Depositor is not a party to such agreement (e.g., a servicing agreement with a
servicer contemplated by Item 1108(a)(3) of Regulation AB);

         (c)      with respect to the Servicer only, if the Servicer becomes
aware of any bankruptcy or receivership with respect to the Seller, the
Depositor, the Servicer, the Trust Administrator, the Indenture Trustee, the
Cap Counterparty, any enhancement or support provider contemplated by Items
1114(b) or 1115 of Regulation AB, or any other material party contemplated by
Item 1101(d)(1) of Regulation AB;

         (d)      with respect to the Trust Administrator, the Servicer and
the Depositor only, the occurrence of an early amortization, performance
trigger or other event, including an event of default under this Agreement;

         (e)      any amendment to this Agreement;

         (f)      the resignation, removal, replacement, substitution of the
Servicer, the Trust Administrator or the Indenture Trustee;

         (g)      with respect to the Servicer only, if the Servicer becomes
aware that (i) any material enhancement or support specified in Item
1114(a)(1) through (3) of Regulation AB or Item 1115 of Regulation AB that was
previously applicable regarding one or more classes of the Notes has
terminated other than by expiration of the contract on its stated termination
date or as a result of all parties completing their obligations under such
agreement; (ii) any material enhancement specified in Item 1114(a)(1) through
(3) of Regulation AB or Item 1115 of Regulation AB has been added with respect
to one or more classes of the Notes; or (iii) any existing material
enhancement or support specified in Item 1114(a)(1) through (3) of Regulation
AB or Item 1115 of Regulation AB with respect to one or more classes of the
Notes has been materially amended or modified; and

         (h)      with respect to the Trust Administrator, the Servicer and
the Depositor only, a required distribution to Holders of the Notes is not
made as of the required Payment Date under this Agreement.

         Reporting Subcontractor: With respect to the Servicer, the [Indenture
Trustee], or the Trust Administrator, any Subcontractor determined by such
Person pursuant to Section 10.08(a) to be "participating in the servicing
function" within the meaning of Item 1122 of Regulation AB. References to a
Reporting Subcontractor shall refer only to the Subcontractor of such Person
and shall not refer to Subcontractors generally.

         Reserve Interest Rate: The rate per annum that the Trust
Administrator determines to be either (1) the arithmetic mean (rounded upwards
if necessary to the nearest whole multiple of

                                      39
<PAGE>

[0.03125]%) of the one-month United States dollar lending rates which New York
City banks selected by the Trust Administrator are quoting on the relevant
LIBOR Determination Date to the principal London offices of leading banks in
the London interbank market or, (2) in the event that the Trust Administrator
can determine no such arithmetic mean, the lowest one-month United States
dollar lending rate which New York City banks selected by the Trust
Administrator are quoting on such LIBOR Determination Date to leading European
banks.

         Responsible Officer: Any vice president, any assistant vice
president, any assistant secretary, any associate, any assistant treasurer, or
any other officer of the Indenture Trustee or the Trust Administrator, as
applicable, customarily performing functions similar to those performed by any
of the above-designated officers and, in each case, having direct
responsibility for the administration of the Operative Agreements and also,
with respect to a particular matter, any other officer to whom such matter is
referred because of such officer's knowledge of and familiarity with the
particular subject.

         Reuters Screen LIBO Page: The display designated as page "LIBOR01" on
the Reuters Monitor Money Rates Service (or such other page as may replace the
LIBOR01 page on that service for the purpose of displaying London interbank
offered rates of major banks).

         Rolling [Sixty-Day] Delinquency Rate: With respect to any Payment
Date on or after the Stepdown Date and any Pool or Pools, the average of the
[Sixty-Day] Delinquency Rates for such Pool or Pools and such Payment Date and
the two immediately preceding Payment Dates.

         Rolling Three Month Delinquency Rate: With respect to any Payment
Date, the average of the Delinquency Rates for each of the three (or one and
two, in the case of the first and second Payment Dates, respectively)
immediately preceding calendar months.

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

         Sarbanes-Oxley Certification:  As defined in Section 10.05.

         Scheduled Payment: Each scheduled payment of principal and interest
(or of interest only, if applicable) to be paid by the Mortgagor on a Mortgage
Loan, as reduced (except where otherwise specified herein) by the amount of
any related Debt Service Reduction or pursuant to the Civil Relief Act
(excluding all amounts of principal and interest that were due on or before
the Cut-off Date whenever received) and, in the case of an REO Property, an
amount equivalent to the Scheduled Payment that would have been due on the
related Mortgage Loan if such Mortgage Loan had remained in existence.

         Securities Act:  The Securities Act of 1933, as amended

         Securities Intermediary: The Person acting as Securities Intermediary
under this Agreement (which is ____________________), its successor in
interest, and any successor Securities Intermediary appointed pursuant to
Section 5.04.

         Security Entitlement: The meaning specified in Section 8-102(a)(17)
of the New York UCC.

                                      40
<PAGE>

         Seller:  ____________________________.

         [Seller Shortfall Interest Requirement: With respect to the Business
Day immediately preceding the Payment Date in each of ________ 200_, ________
200_ and ________ 200_, is the sum of:

         (a)      the product of: (1) the excess of the aggregate Stated
Principal Balances for such Payment Date of the Mortgage Loans (including the
Subsequent Mortgage Loans, if any) owned by the Trust Fund at the beginning of
the related Due Period, over the aggregate Stated Principal Balance for such
Payment Date have a scheduled payment of interest due in the related Due
Period, and (2) a fraction, the numerator of which is the weighted average Net
Mortgage Rate of such Mortgage Loans (including such Subsequent Mortgage
Loans, if any) (weighted on the basis of the Stated Principal Balances thereof
for such Payment Date) and the denominator of which is 12; and

         (b)      the lesser of:

                  (i) the product of: (1) the amount on deposit in the
Pre-Funding Account at the beginning of the related Due Period, and (2) a
fraction, the numerator of which is the weighted average Net Mortgage Rate of
the Mortgage Loans (including Subsequent Mortgage Loans, if any) owned by the
Trust Fund at the beginning of the related Due Period (weighted on the basis
of the Stated Principal Balances thereof for such Payment Date) and the
denominator of which is 12; and

                  (ii) the excess of (x) the sum of the amount of Current
Interest and Interest Carry Forward Amount due and payable on the
interest-bearing Notes and the [Class AF-5B] Premium, in each case for such
Payment Date, over (y) Interest Remittance Amount otherwise available to pay
Current Interest and the Interest Carry Forward Amount on the interest-bearing
Notes for such Payment Date (after giving effect to the addition of any
amounts in clause (a) of this definition of Seller Shortfall Interest
Requirement to Interest Remittance Amount for such Payment Date).

         Senior Enhancement Percentage: For any Payment Date, the fraction,
expressed as a percentage, the numerator of which is the sum of the aggregate
Class Principal Amounts of the Subordinate Notes and the Overcollateralization
Amount (which, for purposes of this definition only, shall not be less than
zero) in each case after giving effect to payments on such Payment Date and
the denominator of which is the Aggregate Collateral Balance for such Payment
Date.

         Senior Note: Any [Class AF-1A], [Class AF-1B], [Class AF-2], [Class
AF-3], [Class AF-4], [Class AF-5A], [Class AF-5B], [Class AF-6], [Class
2-AV-1], [Class 2-AV-2], [Class 3-AV-1], [Class 3-AV-2], [Class 3-AV-3] or
[Class 3-AV-4] Note.

         Servicer: _________________________, or its successor in interest or
assigns or any successor to the Servicer under this Agreement as herein
provided.

         Servicer Event of Default: Any one of the conditions or circumstances
enumerated in Section 4.13 with respect to the Servicer.

                                      41
<PAGE>

         Servicer Remittance Date: The Business Day prior to each Payment
Date, commencing in _________ 200_.

         Servicing Advances: All customary, reasonable and necessary "out of
pocket" costs and expenses other than Advances (including reasonable
attorneys' fees and disbursements) incurred in the performance by the Servicer
of its servicing obligations, including, but not limited to, the cost of (a)
the preservation, inspection, restoration and protection of the Mortgaged
Property, (b) any enforcement or administrative or judicial proceedings,
including foreclosures, (c) the management and liquidation of the Mortgaged
Property if the Mortgaged Property is acquired in satisfaction of the
Mortgage, (d) taxes, assessments, water rates, sewer rents and other charges
which are or may become a lien upon the Mortgaged Property and fire and hazard
insurance coverage and (e) any losses sustained by the Servicer with respect
to the liquidation of the Mortgaged Property. Notwithstanding anything to the
contrary herein, in the event the Servicer determines in its reasonable
judgment that a Servicing Advance is a Nonrecoverable Advance, the Servicer
shall be under no obligation to make such Servicing Advance.

         Servicing Criteria: The "servicing criteria" set forth in Item
1122(d) of Regulation AB.

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

         Servicing Fee Rate: With respect to each Mortgage Loan, ___% per
annum.

         Servicing File: The items pertaining to a particular Mortgage Loan
including, but not limited to, the computer files, data disks, books, records,
data tapes, notes, and all additional documents generated as a result of or
utilized in originating and/or servicing each Mortgage Loan, which are held in
trust for the Indenture Trustee by the Servicer.

         Servicing Standard: The servicing and administration of the Mortgage
Loans for which the Servicer is responsible hereunder (a) in the same manner
in which, and with the same care, skill, prudence and diligence with which,
the Servicer generally services and administers similar mortgage loans with
similar mortgagors (i) for other third parties, giving due consideration to
customary and usual standards of practice of prudent institutional residential
mortgage lenders servicing their own loans or (ii) held in the Servicer's own
portfolio, (b) with a view to the maximization of the recovery on such
Mortgage Loans on a net present value basis and the best interests of the
Trust or any Person to which the Mortgage Loans may be transferred by the
Trust, (c) without regard to (i) any relationship that the Servicer or any
affiliate thereof may have with the related Mortgagor or any other party to
the transactions, (ii) the right of the Servicer to receive compensation or
other fees for its services rendered pursuant to this Agreement, (iii) the
obligation of the Servicer to make Servicing Advances, (iv) the ownership,
servicing or management by the Servicer or any affiliate thereof for others of
any other mortgage loans or mortgaged properties, and (v) any debt the
Servicer or any affiliate of the Servicer has extended to any mortgagor or any
affiliate of such mortgagor and (d) in accordance with the applicable state,
local and federal laws, rules and regulations.

                                      42
<PAGE>

         Stated Principal Balance: With respect to any Payment Date, either
(a) in the case of any Mortgage Loan, the principal balance of such Mortgage
Loan at the close of business on the Cut-off Date after giving effect to
principal payments due on or before the Cut-off Date, whether or not received,
less an amount equal to principal payments due after the Cut-off Date and on
or before the Due Date in the related Collection Period, whether or not
received from the Mortgagor or advanced by the Servicer, and all amounts
allocable to unscheduled principal payments (including Principal Prepayments,
Liquidation Proceeds, Insurance Proceeds and condemnation proceeds, in each
case to the extent identified and applied prior to or during the related
Prepayment Period), provided that the Stated Principal Balance of any
Liquidated Mortgage Loan shall be zero and (b) in the case of any REO
Property, the Stated Principal Balance of the related Mortgage Loan on the Due
Date immediately preceding the date of acquisition of such REO Property by or
on behalf of the Indenture Trustee (reduced by any amount applied as a
reduction of principal on the related Mortgage Loan).

         Stepdown Date: The later to occur of (1) the Payment Date in ________
200_ and (2) the first Payment Date on which on which the Senior Enhancement
Percentage (calculated for this purpose after giving effect to payments or
other recoveries in respect of the Mortgage Loans during the related
Collection Period, but before giving effect to payments on any Notes on such
Payment Date) is greater than or equal to _____%.

         Stepdown Target Subordination Percentage: For any Class of
Subordinate Notes, the respective percentage indicated in the following table:

                                               Stepdown Target Subordination
                                                         Percentage
                                                         ----------

[MF-1]                                                     ____%
[MF-2]                                                     ____%
[MF-3]                                                     ____%
[MF-4]                                                     ____%
[MF-5]                                                     ____%
[MF-6]                                                     ____%
[MF-7]                                                     ____%
[MF-8]                                                     ____%
[BF]                                                       ____%
[MV-1]                                                     ____%
[MV-2]                                                     ____%
[MV-3]                                                     ____%
[MV-4]                                                     ____%
[MV-5]                                                     ____%
[MV-6]                                                     ____%
[MV-7]                                                     ____%
[MV-8]                                                     ____%
[BV]                                                       ____%


                                      43
<PAGE>

         Stepup Date: The first Payment Date after the Payment Date on which
the Aggregate Collateral Balance is less than or equal to _____% of the sum of
the Aggregate Collateral Balance as of the Cut-off Date.

         Subcontractor: Any vendor, subcontractor or other Person that is not
responsible for the overall servicing (as "servicing" is commonly understood
by participants in the mortgage-backed securities market) of Mortgage Loans
but performs one or more discrete functions identified in Item 1122(d) of
Regulation AB with respect to the Mortgage Loans under the direction or
authority of the Servicer, the Trust Administrator or the Indenture Trustee,
as the case may be.

         Subordinate Cap Agreement: The interest rate cap agreement
transaction evidenced by the related Confirmation (as assigned to the Trust
pursuant to the Cap Agreement Assignment Agreement), with respect to the
Subordinate Notes.

         Subordinate Cap Agreement Payment Date: With respect to the
Subordinate Cap Agreement, the Business Day immediately preceding the related
Payment Date, beginning with the Payment Date in _________ 200_ and ending
with the Payment Date in __________ 200_.

         Subordinate Note: Any [Class MF-1], [Class MF-2], [Class MF-3],
[Class MF-4], [Class MF-5], [Class MF-6], [Class MF-7], [Class MF-8], [Class
BF], [Class MV-1], [Class MV-2], [Class MV-3], [Class MV-4], [Class MV-5],
[Class MV-6], [Class MV-7], [Class MV-8] or [Class BV] Note.

         Subordinate Priority:  As defined in clause 6.02(d)(i).

         Subsequent Cut-off Date: As defined in the definition of Cut-off
Date.

         Subsequent Deposit: With respect to any Subsequent Transfer Date, an
amount equal to the aggregate of all amounts in respect of (i) principal of
the related Subsequent Mortgage Loans due after the related Subsequent Cut-off
Date and received by the Servicer on or before such Subsequent Transfer Date
and not applied in computing the Cut-off Date Principal Balance thereof and
(ii) interest on the such Subsequent Mortgage Loans due after such Subsequent
Cut-off Date and received by the Servicer on or before the Subsequent Transfer
Date.

         Subsequent Mortgage Loan: Any Mortgage Loan conveyed to the Trustee
on a Subsequent Transfer Date, and listed on the related Loan Number and
Borrower Identification Mortgage Loan Schedule delivered pursuant to Section
2.01(f). When used with respect to a single Subsequent Transfer Date,
"Subsequent Mortgage Loan" shall mean a Subsequent Mortgage Loan conveyed to
the Trust Administrator on such Subsequent Transfer Date.

         Subsequent Transfer Agreement: A Subsequent Transfer Agreement
substantially in the form of Exhibit J hereto, executed and delivered by the
Issuer, the Depositor, the Servicer and the Trust Administrator as provided in
Section 2.01(d).

         [Subsequent Transfer Date: For any Subsequent Transfer Agreement, the
"Subsequent Transfer Date" identified in such Subsequent Transfer Agreement;
provided, however, the Subsequent Transfer Date for any Subsequent Transfer
Agreement must be a Business Day and

                                      44
<PAGE>

may not be a date earlier than the date on which the Subsequent Transfer
Agreement is executed and delivered by the parties thereto pursuant to Section
2.01(d).]

         [Subsequent Transfer Date Purchase Amount: With respect to any
Subsequent Transfer Date, the "Subsequent Transfer Date Purchase Amount"
identified in the related Subsequent Transfer Agreement which shall be an
estimate of the aggregate Stated Principal Balances of the Subsequent Mortgage
Loans identified in such Subsequent Transfer Agreement.]

         [Subsequent Transfer Date Transfer Amount: With respect to any
Subsequent Transfer Date, an amount equal to the lesser of (i) the aggregate
Stated Principal Balances as of the related Subsequent Cut-off Dates of the
Subsequent Mortgage Loans conveyed on such Subsequent Transfer Date, as listed
on the related Loan Number and Borrower Identification Mortgage Loan Schedule
delivered pursuant to Section 2.01(f) and (ii) the amount on deposit in the
Pre-Funding Account.]

         Substitution Amount: The amount, if any, by which the Stated
Principal Balance of a Deleted Mortgage Loan exceeds the Stated Principal
Balance of the related Qualifying Substitute Mortgage Loan, or aggregate
Stated Principal Balance, if applicable, plus unpaid interest thereon, any
related unpaid Advances or Servicing Advances (including any interest on such
unpaid Advances or Servicing Advances), unpaid Servicing Fees and unpaid
Servicing Fees and the amount of any costs and damages incurred by the Trust
Fund associated with a violation of any applicable federal, state or local
predatory or abusive lending law in connection with the origination of such
Deleted Mortgage Loan.

         Target Amount: With respect to any Payment Date, an amount equal to
the Aggregate Collateral Balance as of such Payment Date minus the Targeted
Overcollateralization Amount for such Payment Date.

         Telerate Page 3750: The display currently so designated as "Page
3750" on the Moneyline Telerate Service (or such other page selected by the
Servicer as may replace Page 3750 on that service for the purpose of
displaying daily comparable rates on prices).

         Termination Price: The sum, as calculated by the Servicer, of (a)
100% of the aggregate outstanding principal balance of the Mortgage Loans,
plus accrued interest thereon at the applicable Mortgage Rate, (b) any costs
and damages incurred by the Trust associated with a violation of any
applicable federal, state or local predatory or abusive lending law, (c) the
fair market value of the REO Property and all other property being purchased,
(d) any unreimbursed Servicing Advances, (e) any Basis Risk Shortfall and
Unpaid Basis Risk Shortfall amounts and (f) all other amounts to be paid or
reimbursed to the Servicer, the Trust Administrator, the Indenture Trustee and
the Owner Trustee.

         Title Insurance Policy: A title insurance policy maintained with
respect to a Mortgage Loan.

         Total Remittance Amount: With respect to any Payment Date, the sum of
(i) the Interest Remittance Amount for all Pools for such Payment Date and
(ii) Principal Remittance Amount for all Pools for such Payment Date.

                                      45
<PAGE>

         Total Principal Deficiency Amount: With respect to any Payment Date,
the excess, if any, of the aggregate Class Principal Amount of the Notes after
giving effect to payments on such Payment Date over the Aggregate Collateral
Balance as of the last day of the related Collection Period.

         Trust or Trust Fund:  The Issuer.

         Trust Account Property: The Trust Account, all amounts and
investments held from time to time in the Trust Account (whether in the form
of deposit accounts, physical property, book-entry securities, uncertificated
securities, securities entitlements, investment property or otherwise) and all
proceeds of the foregoing.

         Trust Account:  The Collection Account.

         Trust Agreement: The trust agreement dated _______, 200_, between the
Depositor and the Owner Trustee, as amended and restated on _______, 200_,
among the Depositor, the Trust Administrator and the Owner Trustee, as such
may be amended or supplemented from time to time.

         Trust Estate: The assets of the Issuer and pledged by the Issuer to
the Indenture Trustee under the Indenture, which assets consist of all
accounts, accounts receivable, contract rights, general intangibles, chattel
paper, instruments, documents, money, deposit accounts, certificates of
deposit, goods, notes, drafts, letters of credit, advices of credit,
investment property, uncertificated securities and rights to payment of any
and every kind consisting of, arising from or relating to any of the
following: (a) the Mortgage Loans listed in the Mortgage Loan Schedule, and
principal due and payable after the Cut-off Date, but not including interest
and principal due and payable on any Mortgage Loans on or before the Cut-off
Date, together with the Mortgage Files relating to such Mortgage Loans; (b)
any Insurance Proceeds, REO Property, Liquidation Proceeds, REO Disposition
Proceeds and other recoveries (in each case, subject to clause (a) above), (c)
the Collection Account, any Escrow Account, the Interest Rate Cap Account and
all amounts deposited therein pursuant to the applicable provisions of this
Agreement, (d) any Insurance Policies, (e) the rights of the Depositor under
the Mortgage Loan Purchase Agreement, (f) the rights of the Trust under each
Interest Rate Cap Agreement and (g) all income, revenues, issues, products,
revisions, substitutions, replacements, profits, rents and all cash and
non-cash proceeds of the foregoing.

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

         Unpaid Basis Risk Shortfall: With respect to any Payment Date and any
Class of Notes, the aggregate of all Basis Risk Shortfalls with respect to
such Class remaining unpaid from all previous Payment Dates, plus interest
accrued thereon at the applicable Note Interest Rate (calculated without
giving effect to the applicable Net Funds Cap).

         Unpaid Realized Loss Amount: For the [Class 2-AV-2] Notes and any
Class of Subordinate Certificates and any Payment Date, (x) the portion of the
aggregate Applied Realized Loss Amount previously allocated to that Class
remaining unpaid from prior Payment Dates minus (y) any increase in the Note
Principal Amount of that Class due to the allocation of Recoveries to the Note
Principal Amount of that Class [P]ursuant to Section 5.02.

                                      46
<PAGE>

         Voting Interests: The portion of the voting rights of all the Notes
that is allocated to any Note for purposes of the voting provisions of this
Agreement. At all times during the term of this Agreement, [99]% of all voting
rights will be allocated among the holders of the Notes as provided below. The
portion of such voting rights allocated to any Class of Notes will be based on
the fraction, expressed as a percentage, the numerator of which is the Class
Principal Amount of such Class as of the date of determination and the
denominator of which is the aggregate Class Principal Amount of the Notes as
of such date. At all times during the term of the Indenture and this
Agreement, the holders of the Ownership Certificate will be allocated [1]% of
the voting rights for so long as the Class remains outstanding. The voting
rights allocation to any Class of Notes or the Ownership Certificate will be
allocated among all holders of each such Class or Ownership Certificate in
proportion to their respective Note Principal Amounts of such Notes or
Percentage Interests of the Ownership Certificate.

         Section 1.02. Calculations With Respect to the Mortgage Loans.
Calculations required to be made pursuant to this Agreement with respect to
any Mortgage Loan in the Trust Estate shall be made based upon current
information as to the terms of the Mortgage Loans and reports of payments
received from the Mortgagor on such Mortgage Loans. Payments to be made by the
Trust Administrator shall be based on information provided by the Servicer.
The Trust Administrator shall not be required to recompute, verify or
recalculate the information supplied to it by the Servicer.

         Section 1.03. Calculations With Respect to Accrued Interest. Accrued
interest, if any, on any Note shall be calculated based upon a 360-day year
and the actual number of days in each Accrual Period.

                                  ARTICLE II

                         CONVEYANCE OF MORTGAGE LOANS

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

         (a) Mortgage Loans. As of the Closing Date, in consideration of the
Issuer's delivery of the Notes and the Ownership Certificate to the Depositor
or its designee, and concurrently with the execution and delivery of this
Agreement, the Depositor does hereby transfer, assign, set over, deposit with
and otherwise convey to the Issuer, without recourse, subject to Section 3.01,
in trust, all the right, title and interest of the Depositor in and to the
Mortgage Loans. Such conveyance includes, without limitation, the right to all
payments of principal and interest received on or with respect to the Mortgage
Loans on and after the Cut-off Date (other than payments of principal and
interest due on or before such date), and all such payments due after such
date but received prior to such date and intended by the related Mortgagors to
be applied after such date together with all of the Depositor's right, title
and interest in any REO Property and the proceeds thereof, the Depositor's
rights under any Insurance Policies related to the Mortgage Loans, the
Depositor's security interest in any collateral pledged to secure the Mortgage
Loans, including the Mortgaged Properties and any proceeds of the foregoing,
to have and to hold, in trust; and the Indenture Trustee declares that,
subject to the review provided for in Section 2.02, it has received and shall
hold the Trust Estate, as Indenture Trustee, in trust, for the benefit and use
of the Noteholders and for the purposes and subject to the terms and
conditions

                                      47
<PAGE>

set forth in this Agreement, and, concurrently with such receipt, the Issuer
has issued and delivered the Notes and the Ownership Certificate to or upon
the order of the Depositor, in exchange for the Mortgage Loans and the other
property of the Trust Estate.

         Concurrently with the execution and delivery of this Agreement, the
Depositor does hereby assign to the Issuer all of its rights and interest
under the Mortgage Loan Purchase Agreement but without delegation of any of
its obligations thereunder. The Issuer hereby accepts such assignment, and
shall be entitled to exercise all the rights of the Depositor under the
Mortgage Loan Purchase Agreement as if, for such purpose, it were the
Depositor. Upon the issuance of the Notes, ownership in the Trust Estate shall
be vested in the Issuer, subject to the lien created by the Indenture in favor
of the Indenture Trustee, for the benefit of the Noteholders. The foregoing
sale, transfer, assignment, set-over, deposit and conveyance does not and is
not intended to result in creation or assumption by the Indenture Trustee of
any obligation of the Depositor, the Seller, or any other Person in connection
with the Mortgage Loans or any other agreement or instrument relating thereto
except as specifically set forth herein.

         The Depositor further agrees to cause ________________________ to
assign all of its right, title and interest in and to the interest rate
corridor transaction evidenced by each Confirmation to the Issuer, and all
such right, title and interest shall be deemed to have been assigned by
________________________ to the Depositor and by the Depositor to the Issuer.

         (b) Subject to the execution and delivery of the related Subsequent
Transfer Agreement as provided by Section 2.01(d) and the terms and conditions
of this Agreement, the Depositor sells, transfers, assigns, sets over and
otherwise conveys to the Issuer, without recourse, on each Subsequent Transfer
Date, all the right, title and interest of the Depositor in and to the related
Subsequent Mortgage Loans, including all interest and principal received and
receivable by the Depositor on or with respect to such Subsequent Mortgage
Loans after the related Subsequent Cut-off Date (to the extent not applied in
computing the Cut-off Date Principal Balance thereof) or deposited into the
Collection Account by the Servicer on behalf of such Seller as part of any
related Subsequent Deposit as provided in this Agreement, other than principal
due on such Subsequent Mortgage Loans on or prior to the related Subsequent
Cut-off Date and interest accruing prior to the related Subsequent Cut-off
Date.

         Immediately upon the conveyance of the Subsequent Mortgage Loans
referred to in the preceding paragraph, the Depositor sells, transfers,
assigns, sets over and otherwise conveys to the Trustee for benefit of the
Noteholders and the [Class AF-5B] Insurer, without recourse, all right title
and interest in the Subsequent Mortgage Loans.

         (c) The Depositor has entered into this Agreement in consideration
for the purchase of the Mortgage Loans by the Issuer and has agreed to take
the actions specified herein.

         (d) On any Business Day during the Funding Period designated by the
[Depositor] to the Issuer, the Depositor and trust Administrator shall
complete, execute and deliver a Subsequent Transfer Agreement. After the
execution and delivery of such Subsequent Transfer Agreement, on the
Subsequent Transfer Date, the Trust Administrator shall set aside in the
Pre-Funding Account an amount equal to the related Subsequent Transfer Date
Purchase Amount.

                                      48
<PAGE>

         (e) The transfer of Subsequent Mortgage Loans on the Subsequent
Transfer Date is subject to the satisfaction of each of the following
conditions:

                  (1) the Trust Administrator will be provided Opinions of
         Counsel addressed to the Rating Agencies as with respect to the sale
         of the Subsequent Mortgage Loans conveyed on such Subsequent Transfer
         Date (such opinions being substantially similar to the opinions
         delivered on the Closing Date to the Rating Agencies with respect to
         the sale of the Initial Mortgage Loans on the Closing Date), to be
         delivered as provided in Section 2.01(f);

                  (2) the execution and delivery of such Subsequent Transfer
         Agreement or conveyance of the related Subsequent Mortgage Loans does
         not result in a reduction or withdrawal of the any ratings assigned
         to the Notes by the Ratings Agencies (without regard to the [Class
         AF-5B] Policy, in the case of the [Class AF-5B] Notes);

                  (3) the Depositor shall deliver to the Trust Administrator
         an Officer's Certificate confirming the satisfaction of each of the
         conditions set forth in this Section 2.01(e) required to be satisfied
         by such Subsequent Transfer Date;

                  (4) each Subsequent Mortgage Loan conveyed on such
         Subsequent Transfer Date satisfies the representations and warranties
         applicable to it under this Agreement, provided, however, that with
         respect to a breach of a representation and warranty with respect to
         a Subsequent Mortgage Loan set forth in this clause (4), the
         obligation under this Agreement of the applicable Seller, to cure,
         repurchase or replace such Subsequent Mortgage Loan shall constitute
         the sole remedy against such Seller respecting such breach available
         to Noteholders, the Depositor or the Trust Administrator;

                  (5) the Subsequent Mortgage Loans conveyed on such
         Subsequent Transfer Date were selected in a manner reasonably
         believed not to be adverse to the interests of the Noteholders;

                  (6) no Subsequent Mortgage Loan conveyed on such Subsequent
         Transfer Date was [30] or more days delinquent;

                  (7) following the conveyance of the Subsequent Mortgage
         Loans on such Subsequent Transfer Date, the characteristics of each
         Pool will not vary by more than the amount specified below (other
         than the percentage of Mortgage Loans secured by Mortgaged Properties
         located in the State of California, which will not exceed [50]% of
         the Mortgage Pool and the percentage of mortgage loans in the Credit
         Grade Categories of "C" or below, which will not exceed [10]% of the
         Mortgage Loans in each Pool) from the characteristics listed below;
         provided that for the purpose of making such calculations, the
         characteristics for any Initial Mortgage Loan made will be taken as
         of the Initial Cut-off Date and the characteristics for any
         Subsequent Mortgage Loans will be taken as of the Subsequent Cut-off
         Date; and

[Pool 1]

                                      49
<PAGE>
                                                                  Permitted
                                                                   Variance
Characteristic                                      Value          or Range
--------------                                      -----          --------
Average Stated Principal Balance.................  $______            __%
Weighted Average Mortgage Rate...................   _____%           ____%
Weighted Average Original Loan-to-Value Ratio....   _____%            _%
Weighted Average Remaining Term to Maturity...... ___ months       _ months
Weighted Average Credit Bureau Risk Score........ ___ points       _ points


[Pool 2]
                                                                  Permitted
                                                                   Variance
Characteristic                                      Value          or Range
--------------                                      -----          --------
Average Stated Principal Balance.................  $______            __%
Weighted Average Mortgage Rate...................   _____%           ____%
Weighted Average Original Loan-to-Value Ratio....   _____%            _%
Weighted Average Remaining Term to Maturity...... ___ months       _ months
Weighted Average Credit Bureau Risk Score........ ___ points       _ points


[Pool 3]
                                                                  Permitted
                                                                   Variance
Characteristic                                      Value          or Range
--------------                                      -----          --------
Average Stated Principal Balance.................  $______            __%
Weighted Average Mortgage Rate...................   _____%           ____%
Weighted Average Original Loan-to-Value Ratio....   _____%            _%
Weighted Average Remaining Term to Maturity...... ___ months       _ months
Weighted Average Credit Bureau Risk Score........ ___ points       _ points

                  (8) none of the Sellers or the Depositor is insolvent and
         neither of the Sellers nor the Depositor will be rendered insolvent
         by the conveyance of Subsequent Mortgage Loans on such Subsequent
         Transfer Date.

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

         (f) Within [six] Business Days after each Subsequent Transfer Date,
upon (1) delivery to the Trustee by the Depositor of the Opinions of Counsel
referred to in Section 2.01(e)(1) and (e)(8), (2) delivery to the Trustee by
the [Depositor] (on behalf of each Seller) of a Loan Number and Borrower
Identification Mortgage Loan Schedule reflecting the Subsequent Mortgage Loans
conveyed on such Subsequent Transfer Date and the Mortgage Pool into which
each Subsequent Mortgage Loan was conveyed, (3) deposit in the Collection
Account by the Servicer on behalf of the Sellers of the applicable Subsequent
Deposit, and (4) delivery to the Trust Administrator by the Depositor of an
Officer's Certificate confirming the satisfaction of

                                      50
<PAGE>

each of the conditions precedent set forth in this Section 2.01(f), the
Trustee shall pay the Depositor the Subsequent Transfer Date Transfer Amount
from such funds that were set aside in the Pre-Funding Account pursuant to
Section 2.01(d). The positive difference, if any, between the Subsequent
Transfer Date Transfer Amount and the Subsequent Transfer Date Purchase Amount
shall be re-invested by the Trust Administrator in the Pre-Funding Account.

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

         Within [thirty] days after each Subsequent Transfer Date, the
Depositor shall deliver to the Trustee a letter of a nationally recognized
firm of independent public accountants stating whether or not the Subsequent
Mortgage Loans conveyed on such Subsequent Transfer Date conform to the
characteristics described in Section 2.01(e)(6) and (7).

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

                  (i) the original Mortgage Note, endorsed either (A) in blank
         or (B) in the form of the Form of Endorsement set forth in Exhibit
         A-4 hereto, or with respect to any lost Mortgage Note, an original
         Lost Note Affidavit, in the form set forth in Exhibit C hereto,
         stating that the original Mortgage Note was lost, misplaced or
         destroyed, together with a copy of the related Mortgage Note;

                  (ii) the original of any guarantee executed in connection
         with the Mortgage Note, assigned to the Indenture Trustee;

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

                  (iv) with respect to each Non-MERS Mortgage Loan, an
         original Assignment of Mortgage, in form and substance acceptable for
         recording. The Mortgage shall be assigned either (A) in blank,
         without recourse, or (B) so long as
         ____________________________________ is the Indenture Trustee, to
         "____________________________________, as Indenture Trustee of the
         ______ Mortgage Investment Trust 200_-__", without recourse or (C) to
         the order of the Indenture Trustee;

                  (v) an original copy of any intervening assignment of
         Mortgage showing a complete chain of assignments or, in the case of
         an intervening assignment that has been

                                      51
<PAGE>

         lost, a written Opinion of Counsel for the Seller that such original
         intervening assignment is not required to enforce the Indenture
         Trustee's interest in the Mortgage Loans;

                  (vi) the original or a certified copy of lender's title
         insurance policy (or, in lieu thereof, a commitment to issue such
         title insurance policy, with an original or a certified copy of such
         title insurance policy to follow as soon after the Closing Date as
         reasonably practicable) or attorney's opinion of title and abstract
         of title;

                  (vii) the original or copies of each assumption,
         modification, written assurance or substitution agreement, if any, or
         as to any such agreement which cannot be delivered prior to the
         Closing Date because of a delay caused by the public recording office
         where such assumption, modification or substitution agreement has
         been delivered for recordation, a photocopy of such assumption,
         modification or substitution agreement, pending delivery of the
         original thereof, together with an Officer's Certificate of the
         Depositor certifying that the copy of such assumption, modification
         or substitution agreement delivered to the Indenture Trustee is a
         true copy and that the original of such agreement has been forwarded
         to the public recording office; and

                  (viii) the original of any security agreement or equivalent
         instrument executed in connection with the Mortgage or as to any
         security agreement or equivalent instrument that cannot be delivered
         on or prior to the Closing Date because of a delay caused by the
         public recording office where such document has been delivered for
         recordation, a photocopy of such document, pending delivery of the
         original thereof, together with an Officer's Certificate of the
         Depositor certifying that the copy of such security agreement,
         chattel mortgage or their equivalent delivered to the Indenture
         Trustee is a true copy and that the original of such document has
         been forwarded to the public recording office.

         The Depositor and the Seller acknowledge and agree that the form of
endorsement attached hereto as Exhibit A-4 is intended to effect the transfer
to the Indenture Trustee, for the benefit of the Noteholders, of the Mortgage
Notes and the Mortgages.

         (h) Assignments of Mortgage with respect to each Non-MERS Mortgage
Loan shall be recorded; provided, however, that such Assignments need not be
recorded if, on or prior to the Closing Date, the Seller delivers an Opinion
of Counsel (which must be Independent counsel) acceptable to the Rating
Agencies, to the effect that recording in such states is not required to
protect the Indenture Trustee's interest in the related Non-MERS Mortgage
Loans.

         (i) In instances where a Title Insurance Policy is required to be
delivered to the Indenture Trustee under clause (b)(vi) above and is not so
delivered, the Seller will provide a copy of such Title Insurance Policy to
the Indenture Trustee as promptly as practicable after the execution and
delivery hereof, but in any case within [180] days of the Closing Date.

         (j) For Mortgage Loans (if any) that have been prepaid in full after
the Cut-off Date and prior to the Closing Date, the Depositor, in lieu of
delivering the above documents, herewith delivers to the Indenture Trustee an
Officer's Certificate which shall include a statement to the effect that all
amounts received in connection with such prepayment that are required to be
deposited in the Collection Account pursuant to Section 4.07 have been so
deposited. All

                                      52
<PAGE>

original documents that are not delivered to the Indenture Trustee shall be
held by the Servicer in trust for the benefit of the Indenture Trustee and the
Noteholders.

         Section 2.02. Acceptance of Trust Estate; Review of Documentation.

         (a) Subject to the provisions of Section 2.01, the Issuer
acknowledges receipt of the assets transferred by the Depositor of the assets
included in the Trust Estate and has directed that the documents referred to
in Section 2.01 and all other assets included in the definition of "Trust
Estate" be delivered to the Indenture Trustee on its behalf.

         The Indenture Trustee, by execution and delivery hereof, acknowledges
receipt by it of the Mortgage Files pertaining to the Mortgage Loans listed on
the Mortgage Loan Schedule, subject to review thereof by the Indenture Trustee
under this Section 2.02. The Indenture Trustee will execute and deliver to the
Depositor and the Servicer on the Closing Date an Initial Certification in the
form annexed hereto as Exhibit A-1.

         (b) Within [45] days after the Closing Date with respect to the
Initial Mortgage Loans and within [90] days after the Subsequent Transfer Date
with respect to the Subsequent Mortgage Loans, the Indenture Trustee will, for
the benefit of Noteholders, review each Mortgage File to ascertain that all
required documents set forth in Section 2.01 have been received and appear on
their face to contain the requisite signatures by or on behalf of the
respective parties thereto, and shall deliver to the Depositor and the
Servicer an Interim Certification in the form annexed hereto as Exhibit A-2 to
the effect that, as to each Mortgage Loan listed in the Mortgage Loan Schedule
(other than any Mortgage Loan prepaid in full or any specifically identified
in such certification as not covered by such certification), (i) all of the
applicable documents specified in Section 2.01(b) are in its possession and
(ii) such documents have been reviewed by it and appear to relate to such
Mortgage Loan. The Indenture Trustee shall determine whether such documents
are executed and endorsed, but shall be under no duty or obligation to
inspect, review or examine any such documents, instruments, certificates or
other papers to determine that the same are valid, binding, legally effective,
properly endorsed, genuine, enforceable or appropriate for the represented
purpose or that they have actually been recorded or are in recordable form or
that they are other than what they purport to be on their face. The Indenture
Trustee shall not have any responsibility for verifying the genuineness or the
legal effectiveness of or authority for any signatures of or on behalf of any
party or endorser or for the perfection or priority of any document.

         (c) If in the course of the review described in paragraph (b) above
the Indenture Trustee discovers any document or documents constituting a part
of a Mortgage File that is missing, does not appear regular on its face (i.e.,
is mutilated, damaged, defaced, torn or otherwise physically altered) or
appears to be unrelated to the Mortgage Loans identified in the Mortgage Loan
Schedule, as applicable (each, a "Material Defect"), the Indenture Trustee
discovering such Material Defect shall identify the Mortgage Loan to which
such Material Defect relates in the Interim Certification delivered to the
Depositor and the Servicer. Within [90] days of its receipt of such notice,
the Seller shall be required to cure such Material Defect (and, in such event,
the Seller shall provide the Indenture Trustee with an Officer's Certificate
confirming that such cure has been effected). If the Seller does not so cure
such Material Defect, if a loss has been incurred with respect to such
Mortgage Loan that would, if such Mortgage

                                      53
<PAGE>

Loan were not purchased from the Trust Estate, constitute a Realized Loss, and
such loss is attributable to the failure of the Seller to cure such Material
Defect, the Seller shall repurchase the related Mortgage Loan from the Trust
Estate at the Purchase Price. A loss shall be deemed to be attributable to the
failure of the Seller to cure a Material Defect if, as determined by the
Seller acting in good faith, absent such Material Defect, such loss would not
have been incurred. The Seller may, in lieu of repurchasing a Mortgage Loan
pursuant to this Section 2.02, substitute for such Mortgage Loan a Qualifying
Substitute Mortgage Loan subject to the provisions of Section 3.03. The
failure of the Indenture Trustee to deliver the Interim Certification within
[45] days after the Closing Date or [90] days after the Subsequent transfer
Date shall not affect or relieve the Seller of its obligation to repurchase
any Mortgage Loan pursuant to this Section 2.02 or any other Section of this
Agreement requiring the repurchase of Mortgage Loans from the Trust Estate.

         (d) Within [180] days following the Closing Date with respect to the
Initial Mortgage Loans and within [180] days following the Subsequent Transfer
Date with respect to the Subsequent Mortgage Loans, the Indenture Trustee
shall deliver to the Depositor and the Servicer a Final Certification
substantially in the form attached as Exhibit A-3 evidencing the completeness
of the Mortgage Files in its possession or control, with any exceptions noted
thereto.

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

         (f) For purposes of the determinations required to be made by the
Indenture Trustee pursuant to paragraphs (a) through (d) of this Section 2.02,
the Indenture Trustee shall be entitled to conclusively rely upon the
diskette, tape or other electronic media provided by or on behalf of the
Seller with respect to the Mortgage Loans as to whether (i) any guarantee was
executed in connection with any Mortgage Loan, (ii) any assumption,
modification or substitution agreement was executed in connection with any
Mortgage Loan, (iii) primary mortgage guaranty insurance is required with
respect to any Mortgage Loan or (iv) any security agreement or equivalent
instrument was executed in connection with any Mortgage Loan.

         Section 2.03. Grant Clause.

         (a) It is intended that the conveyance by the Depositor to the Issuer
of the Mortgage Loans, as provided for in Section 2.01, be construed as a sale
by the Depositor to the Issuer of the Mortgage Loans and other assets in the
Trust Estate for the benefit of the Noteholders. Further, it is not intended
that any such conveyance be deemed to be a pledge of the Mortgage Loans by the
Depositor to the Issuer to secure a debt or other obligation of the Depositor.
However, in the event that the Mortgage Loans are held to be property of the
Depositor or if for any reason this Agreement is held or deemed to create a
security interest in the Mortgage Loans and other assets in the Trust Estate,
then it is intended that (a) this Agreement shall also be deemed to be a
security agreement within the meaning of Articles 8 and 9 of the New York UCC
(or the Relevant UCC if not the New York UCC); (b) the conveyances provided
for in Section 2.01 shall be deemed to be (1) a grant by the Depositor to the
Issuer of a security interest in all of the Depositor's right (including the
power to convey title thereto), title and interest, whether now

                                      54
<PAGE>

owned or hereafter acquired, in and to (A) the Mortgage Loans, including the
Mortgage Notes, the Mortgages, any related insurance policies and all other
documents in the related Mortgage Files, (B) all amounts payable pursuant to
the Mortgage Loans in accordance with the terms thereof and (C) any and all
general intangibles consisting of, arising from or relating to any of the
foregoing, and all proceeds of the conversion, voluntary or involuntary, of
the foregoing into cash, instruments, securities or other property, including
without limitation all Liquidation Proceeds, all Insurance Proceeds, all
amounts from time to time held or invested in the Collection Account, whether
in the form of cash, instruments, securities or other property and (2) an
assignment by the Depositor to the Issuer of any security interest in any and
all of the Depositor's right (including the power to convey title thereto),
title and interest, whether now owned or hereafter acquired, in and to the
property described in the foregoing clauses (1)(A) through (C); (c) the
possession by the Indenture Trustee or any other agent of the Issuer of
Mortgage Notes, and such other items of property as constitute instruments,
money, negotiable documents or chattel paper shall be deemed to be "possession
by the secured party," or possession by a purchaser or a person designated by
such secured party, for purposes of perfecting the security interest pursuant
to the New York UCC and any other Relevant UCC (including, without limitation,
Section 9-313, 8-313 or 8-321 thereof); and (d) notifications to persons
holding such property, and acknowledgments, receipts or confirmations from
persons holding such property, shall be deemed notifications to, or
acknowledgments, receipts or confirmations from, financial intermediaries,
bailees or agents (as applicable) of the Issuer for the purpose of perfecting
such security interest under applicable law.

         (b) The Depositor and, at the Depositor's direction, the Issuer
shall, to the extent consistent with this Agreement, take such reasonable
actions as may be necessary to ensure that, if this Agreement were deemed to
create a security interest in the Mortgage Loans and the other property of the
Trust Estate, such security interest would be deemed to be a perfected
security interest of first priority under applicable law and will be
maintained as such throughout the term of this Agreement. Without limiting the
generality of the foregoing, the Depositor shall prepare and file any UCC
financing statements that are necessary to perfect the Indenture Trustee's
security interest in or lien on the Mortgage Loans, as evidenced by an
Officer's Certificate of the Depositor, and furnish a copy of each such filed
financing statement to the Trust Administrator. The Trust Administrator shall
prepare and file, at the expense of the Issuer, all filings necessary to
maintain the effectiveness of any original filings necessary under the
Relevant UCC to perfect the Indenture Trustee's security interest in or lien
on the Mortgage Loans, including without limitation (x) continuation
statements, and (y) to the extent that a Responsible Officer of the Trust
Administrator has received written notice of such change or transfer, such
other statements as may be occasioned by (1) any change of name of the Seller,
the Depositor or the Issuer, (2) any change of location of the place of
business or the chief executive office of the Seller or the Depositor or (3)
any transfer of any interest of the Seller or the Depositor in any Mortgage
Loan.

         Neither the Depositor nor the Issuer shall organize under the law of
any jurisdiction other than the State under which each is organized as of the
Closing Date (whether changing its jurisdiction of organization or organizing
under an additional jurisdiction) without giving [30] days' prior written
notice of such action to its immediate and mediate transferee, including the
Indenture Trustee. Before effecting such change, each of the Depositor or the
Issuer proposing to change its jurisdiction of organization shall prepare and
file in the appropriate filing office any financing statements or other
statements necessary to continue the perfection of the interests of

                                      55
<PAGE>

its immediate and mediate transferees, including the Indenture Trustee, in the
Mortgage Loans. In connection with the transactions contemplated by this
Agreement and the Indenture, each of the Depositor and the Issuer authorizes
its immediate or mediate transferee to file in any filing office any initial
financing statements, any amendments to financing statements, any continuation
statements, or any other statements or filings described in this Section
2.03(b).

         (c) The Depositor shall not take any action inconsistent with the
sale by the Depositor of all of its right, title and interest in and to the
Trust Estate and shall indicate or shall cause to be indicated in its records
and records held on its behalf that ownership of each Mortgage Loan and the
other property of the Issuer is held by the Issuer. In addition, the Depositor
shall respond to any inquiries from third parties with respect to ownership of
a Mortgage Loan or any other property of the Trust Estate by stating that it
is not the owner of such Mortgage Loan and that ownership of such Mortgage
Loan or other property of the Trust Estate is held by the Issuer on behalf of
the Noteholders.

         Section 2.04. Option to Contribute Derivative Instrument.

         At any time on or after the Closing Date, the Seller shall have the
right to contribute to, and deposit into, the Trust a derivative contract or
comparable instrument (a "Derivative Instrument"). The Derivative Instrument
may have a notional amount in excess of the sum of the beneficial interests in
the Trust. Any such instrument shall constitute a fully prepaid agreement. The
Trust Administrator shall have no tax reporting duties with respect to any
such Derivative Instrument.

                                 ARTICLE III

                        REPRESENTATIONS AND WARRANTIES

         Section 3.01. Representations and Warranties of the Depositor and the
Seller.

         (a) The Depositor hereby represents and warrants to the Issuer, the
Indenture Trustee for the benefit of Noteholders, the Trust Administrator, the
Servicer and the Seller as of the Closing Date or such other date as is
specified, that:

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

                  (ii) Immediately prior to the transfer by the Depositor to
         the Trust Estate of each Mortgage Loan, the Depositor had good and
         equitable title to each Mortgage Loan (insofar as such title was
         conveyed to it by the Seller) subject to no prior lien, claim,
         participation interest, mortgage, security interest, pledge, charge
         or other encumbrance or other interest of any nature;

                                      56
<PAGE>

                  (iii) As of the Closing Date, the Depositor has transferred
         all right, title and interest in the Initial Mortgage Loans to the
         Trust Estate;

                  (iv) As of the Subsequent Transfer Date, the Depositor has
         transferred all right, title and interest in the Subsequent Mortgage
         Loans to the Trust Estate

                  (v) The Depositor has not transferred the Mortgage Loans to
         the Trust Estate with any intent to hinder, delay or defraud any of
         its creditors;

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

         (b) The Seller hereby represents and warrants to the Issuer, the
Indenture Trustee for the benefit of Noteholders, the Trust Administrator, the
Servicer and the Depositor as of the Closing Date or such other date as is
specified, that:

                  (i) the Seller is a ______________, duly organized validly
         existing and in good standing under the laws of the _____________,
         and has the corporate power to own its assets and to transact the
         business in which it is currently engaged. The Seller 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 any properties owned or leased by it requires
         such qualification and in which the failure so to qualify would have
         a material adverse effect on the business, properties, assets, or
         condition (financial or other) of the Seller;

                  (ii) the Seller has the corporate power and authority to
         make, execute, deliver and perform this Agreement and all of the
         transactions contemplated under the Agreement, and has taken all
         necessary corporate action to authorize the execution, delivery and
         performance of this Agreement. When executed and delivered, this
         Agreement will constitute the legal, valid and binding obligation of
         the Seller 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 Seller is not required to obtain the consent of
         any other party 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 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, prior to the Closing Date;

                  (iv) the execution, delivery and performance of this
         Agreement by the Seller will not violate any provision of any
         existing law or regulation or any order or decree of any court
         applicable to the Seller or any provision of the articles of
         incorporation or bylaws of the Seller, or constitute a material
         breach of any mortgage, indenture, contract or other agreement to
         which the Seller is a party or by which the Seller may be bound;

                                      57
<PAGE>

                  (v) no litigation or administrative proceeding of or before
         any court, tribunal or governmental body is currently pending, or to
         the knowledge of the Seller threatened, against the Seller or any of
         its properties or with respect to this Agreement which in the opinion
         of the Seller has a reasonable likelihood of resulting in a material
         adverse effect on the transactions contemplated by this Agreement;
         and

                  (vi) [the Seller has been organized in conformity with the
         requirements for qualification as a REIT; the Seller has filed an
         election to be treated as a REIT for federal income tax purposes; and
         the Seller currently qualifies as, and it proposes to operate in a
         manner that will enable it to continue to qualify as, a REIT.]

         (c) The Seller hereby represents and warrants to the Issuer, the
Indenture Trustee for the benefit of Noteholders, the Trust Administrator, the
Servicer and the Depositor as of the Closing Date with respect to the Initial
Mortgage Loans and the Subsequent Transfer Date with respect to the Subsequent
Transfer Date or such other date as is specified, with respect to the Mortgage
Loans, the representations and warranties set forth in Schedule II of the
Mortgage Loan Purchase Agreement.

         (d) To the extent that any fact, condition or event with respect to a
Mortgage Loan constitutes a breach of a representation or warranty of the
Seller under subsection (c) above or the Mortgage Loan Purchase Agreement, the
only right or remedy of the Indenture Trustee or any Certificateholder
hereunder shall be their rights to enforce the obligations of the Seller under
any applicable representation or warranty made by it. The Indenture Trustee on
behalf of the Issuer acknowledges that the Depositor shall have no obligation
or liability with respect to any breach of any representation or warranty with
respect to the Mortgage Loans (except as set forth in Section 3.01(a)(ii))
under any circumstances.

         Section 3.02. Discovery of Breach. It is understood and agreed that
the representations and warranties (i) of the Depositor set forth in Section
3.01(a), (ii) of the Seller set forth in Section 3.01(b) and (c) and (iii) of
the Servicer pursuant to Section 4.02 of this Agreement, shall each survive
delivery of the Mortgage Files and the Assignment of Mortgage of each Mortgage
Loan to the Indenture Trustee and shall continue throughout the term of this
Agreement. With respect to the representations and warranties which are made
to the best of the Seller's knowledge, if it is discovered by the Depositor,
the Seller, the Trust Administrator, the Indenture Trustee or the Servicer
that the substance of such representation and warranty is inaccurate and such
inaccuracy materially and adversely affects the value of the Mortgage Loans or
the interests of the Noteholders or the Indenture Trustee therein,
notwithstanding such Seller's lack of knowledge with respect to the substance
of such representation or warranty, remedies for breach will apply to such
inaccuracy. Any breach of the representation and warranty set forth in clauses
(g), (ss), (tt) and (vv) of Schedule II of the Mortgage Loan Purchase
Agreement shall be deemed to materially and adversely affect the interest of
the Trust in that Mortgage Loan, notwithstanding the Seller's lack of
knowledge with respect to the substance of such representation and warranty.
Upon discovery by any of the Depositor, the Servicer, the Trust Administrator
or the Indenture Trustee of a breach of any of such representations and
warranties made by the Seller that adversely and materially affects the value
of the related Mortgage Loan, the party discovering such breach shall give
prompt written notice to the other parties. Within [60] days of the discovery
by the Seller of a breach of any representation or warranty given to the

                                      58
<PAGE>

Indenture Trustee by the Seller or the Seller's receipt of written notice of
such a breach, the Seller shall either (a) cure such breach in all material
respects, (b) repurchase such Mortgage Loan or any property acquired in
respect thereof from the Indenture Trustee at the Purchase Price or (c)
substitute a Qualifying Substitute Mortgage Loan for the affected Mortgage
Loan.

         Section 3.03. Repurchase, Purchase or Substitution of Mortgage Loans.

         (a) With respect to any Mortgage Loan repurchased by the Seller
pursuant to Section 3.02(b) of this Agreement, the principal portion of the
funds in respect of such repurchase of a Mortgage Loan will be considered a
Principal Prepayment and the Purchase Price shall be deposited in the
Collection Account. Upon receipt by the Trust Administrator of the full amount
of the Purchase Price for a Deleted Mortgage Loan and notification thereof has
been made to the Indenture Trustee the Indenture Trustee shall release or
cause to be released and reassign to the Depositor or the Seller, as
applicable, the related Mortgage File for the Deleted Mortgage Loan and shall
execute and deliver such instruments of transfer or assignment, in each case
without recourse, representation or warranty, as shall be necessary to vest in
such party or its designee or assignee title to any Deleted Mortgage Loan
released pursuant hereto, free and clear of all security interests, liens and
other encumbrances created by this Agreement and the Indenture, which
instruments shall be prepared by the Servicer and the Indenture Trustee shall
have no further responsibility with respect to the Mortgage File relating to
such Deleted Mortgage Loan.

         (b) With respect to each Qualifying Substitute Mortgage Loan to be
delivered to the Indenture Trustee (or its custodian) in exchange for a
Deleted Mortgage Loan: (i) the Depositor or the Seller, as applicable, must
deliver to the Indenture Trustee the Mortgage File for the Qualifying
Substitute Mortgage Loan containing the documents set forth in Section 2.01(b)
along with a written certification certifying as to the delivery of such
Mortgage File and containing the granting language set forth in Section
2.01(a); and (ii) the Seller and the Depositor will be deemed to have made,
with respect to such Qualifying Substitute Mortgage Loan, each of the
representations and warranties made by it with respect to the related Deleted
Mortgage Loan. As soon as practicable after the delivery of any Qualifying
Substitute Mortgage Loan hereunder, the Indenture Trustee, at the expense of
the Depositor and at the direction and with the cooperation of the Servicer
shall (i) with respect to a Qualifying Substitute Mortgage Loan that is a
Non-MERS Mortgage Loan, cause the Assignment of Mortgage to be recorded by the
Servicer if required pursuant to Section 2.01(c), or (ii) with respect to a
Qualifying Substitute Mortgage Loan that is a MERS Mortgage Loan, cause to be
taken such actions as are necessary to cause the Indenture Trustee (on behalf
of the Issuer) to be clearly identified as the owner of each such Mortgage
Loan on the records of MERS if required pursuant to Section 2.01(c).

                                  ARTICLE IV

                ADMINISTRATION AND SERVICING OF MORTGAGE LOANS
                  BY THE SERVICER AND THE TRUST ADMINISTRATOR

         Section 4.01. Servicer to Perform Servicing Responsibilities.

         (a) Possession of Servicing Files. The Servicer shall maintain a
Servicing File with respect to each Mortgage Loan in order to service such
Mortgage Loans pursuant to this

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Agreement and each Servicing File delivered to the Servicer shall be held in
trust by the Servicer for the benefit of the Issuer and the Indenture Trustee.
The Servicer's possession of any portion of the Mortgage Loan documents shall
be at the will of the Indenture Trustee for the sole purpose of facilitating
servicing of the related Mortgage Loan pursuant to this Agreement, and such
retention and possession by the Servicer shall be in a custodial capacity
only. The ownership of each Mortgage Note, Mortgage, and the contents of the
Servicing File shall be vested in the Indenture Trustee and the ownership of
all records and documents with respect to the related Mortgage Loan prepared
by or which come into the possession of the Servicer shall immediately vest in
the Indenture Trustee and shall be retained and maintained, in trust, by the
Servicer at the will of the Indenture Trustee in such custodial capacity only.
The Servicing File retained by the Servicer pursuant to this Agreement shall
be identified in accordance with the Servicer's file tracking system to
reflect the ownership of the related Mortgage Loan by the Indenture Trustee.
The Servicer shall release from its custody the contents of any Servicing File
retained by it only in accordance with this Agreement.

         (b) Books and Records. All rights arising out of the Mortgage Loans
shall be vested in the Indenture Trustee, subject to the Servicer's rights to
service and administer the Mortgage Loans hereunder in accordance with the
terms of this Agreement. All funds received on or in connection with a
Mortgage Loan, other than the Servicing Fee and other compensation and
reimbursement to which the Servicer is entitled as set forth herein, including
but not limited to Section 4.07(d) and Section 4.23 shall be received and held
by them in trust for the benefit of the Indenture Trustee pursuant to the
terms of this Agreement.

         Section 4.02. Duties of the Servicer; Representations and Warranties.

         (a) For and on behalf of the Issuer, the Indenture Trustee and the
Noteholders, the Servicer shall service the Mortgage Loans from and after the
Closing Date in accordance with the provisions of this Article IV. The
Servicer hereby represents and warrants to the Depositor, the Issuer, the
Indenture Trustee and the Trust Administrator, as of the Closing Date, that:

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

                  (ii) the execution and delivery of this Agreement by the
         Servicer and its performance and compliance with the terms of this
         Agreement will not (A) violate the Servicer's charter or bylaws, (B)
         violate any law or regulation or any administrative decree or order
         to which it is subject or (C) constitute a default (or an event
         which, with notice or lapse of time, or both, would constitute a
         default) under, or result in the breach of, any material contract,
         agreement or other instrument to which the Servicer is a party or by
         which it is bound or to which any of its assets are subject, which
         violation, default or breach would materially and adversely affect
         the Servicer's ability to perform its obligations under this
         Agreement;

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

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

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

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

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

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

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

                  (x) the Servicer has obtained an Errors and Omissions
         Insurance Policy and a Fidelity Bond in accordance with Section 4.03
         each of which is in full force and effect, and each of which provides
         at least such coverage as is required hereunder; and

                  (xi) the information about the Servicer under the heading
         "The Servicer" in the Prospectus Supplement does not include an
         untrue statement of a material fact and does not omit to state a
         material fact, with respect to the statements made, necessary in
         order to make the statements in light of the circumstances under
         which they were made not misleading.

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         (b) It is understood and agreed that the representations and
warranties set forth in this Section 4.02 shall survive the execution and
delivery of this Agreement. The Servicer shall indemnify the Depositor, the
Issuer, the Indenture Trustee, the Owner Trustee and the Trust Administrator
and hold them harmless against any loss, damages, penalties, fines,
forfeitures, legal fees and related costs, judgments, and other costs and
expenses resulting from any claim, demand, defense or assertion based on or
grounded upon, or resulting from, a breach of the Servicer's representations
and warranties contained in this Section 4.02. It is understood and agreed
that the enforcement of the obligation of the Servicer set forth in this
Section to indemnify the foregoing parties as provided in this Section
constitutes the sole remedy (other than as set forth in Section 7.01) of such
parties respecting a breach of the foregoing representations and warranties.
Such indemnification shall survive any termination of the Servicer as Servicer
hereunder, and any termination of this Agreement.

         Any cause of action against the Servicer relating to or arising out
of the breach of any representations and warranties made in this Section shall
accrue upon discovery of such breach by the Depositor, the Issuer, the
Indenture Trustee or the Trust Administrator or notice thereof by any one of
such parties to the other parties. Notwithstanding anything in this Agreement
to the contrary, the Servicer shall not be liable for special, indirect or
consequential losses or damages of any kind whatsoever (including, but not
limited to, lost profits).

         Section 4.03. Servicer Fidelity Bond and Servicer Errors and
Omissions Insurance Policy.

         (a) The Servicer, at its expense, shall maintain in effect a Fidelity
Bond and a Errors and Omissions Insurance Policy, affording coverage with
respect to all directors, officers, employees and other Persons acting on the
Servicer's behalf, and covering errors and omissions in the performance of the
Servicer's obligations hereunder. The Servicer's Errors and Omissions
Insurance Policy and the Servicer Fidelity Bond shall be in such form and
amount that would be consistent with coverage customarily maintained by
servicers of mortgage loans similar to the Mortgage Loans and shall by its
terms not be cancelable without [thirty] days' prior written notice to the
Indenture Trustee. The Servicer shall provide the Depositor and the Indenture
Trustee, upon request, with a copy of such policy and fidelity bond. The
Servicer shall (i) require the Servicer to maintain an Errors and Omissions
Insurance Policy and a Fidelity Bond in accordance with the provisions of this
Section 4.03 of this Agreement, (ii) cause the Servicer to provide to the
Servicer certificates evidencing that such policy and bond is in effect and to
furnish to the Servicer any notice of cancellation, non-renewal or
modification of the policy or bond received by it, as and to the extent
provided in this Section 4.03 of the Agreement, and (iii) furnish copies of
such policies and of the certificates and notices referred to in clause (ii)
to the Indenture Trustee upon request.

         (b) The Servicer shall promptly report to the Indenture Trustee and
the Trust Administrator any material changes that may occur in the Servicer's
Fidelity Bond or the Servicer's Errors and Omissions Insurance Policy and
shall furnish either such party, on request, with certificates evidencing that
such bond and insurance policy are in full force and effect. The Servicer
shall promptly report to the Indenture Trustee and the Trust Administrator all
cases of embezzlement or fraud, if such events involve funds relating to the
Mortgage Loans. The total losses, regardless of whether claims are filed with
the applicable insurer or surety, shall be

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disclosed in such reports together with the amount of such losses covered by
insurance. If a bond or insurance claim report is filed with any of such
bonding companies or insurers, the Servicer shall promptly furnish a copy of
such report to the Indenture Trustee and the Trust Administrator. Any amounts
relating to the Mortgage Loans collected by the Servicer under any such bond
or policy shall be promptly remitted by the Servicer to the Trust
Administrator for deposit into the Collection Account.

         Section 4.04. Servicer's Financial Statements and Related
Information. For each year this Agreement is in effect, the Servicer shall
deliver to the Trust Administrator, the Indenture Trustee, each Rating Agency
and the Depositor a copy of its annual unaudited financial statements on or
prior to May 31 of each year, beginning May 31, 200_. Such financial
statements shall include a balance sheet, income statement, statement of
retained earnings, statement of additional paid in capital, statement of
changes in financial position and all related notes and schedules and shall be
in comparative form, certified by a nationally recognized firm of Independent
Accountants to the effect that such statements were examined and prepared in
accordance with generally accepted accounting principles applied on a basis
consistent with that of the preceding year.

         Section 4.05. Power to Act; Procedures.

         (a) Servicer to Service. The Servicer, acting directly or through one
or more sub-servicers as provided in this Section 4.05 shall service and
administer the Mortgage Loans from and after the Closing Date and shall have
full power and authority, acting alone, to do any and all things in connection
with such servicing and administration which the Servicer may deem necessary
or desirable, consistent with the terms of this Agreement and with the
Servicing Standard.

         (b) The Servicer shall not take any action that is inconsistent with
or prejudices the interests of the Issuer, the Indenture Trustee or the
Noteholders in any Mortgage Loan or the rights and interests of the Depositor,
the Issuer, the Indenture Trustee and the Noteholders under this Agreement and
the Indenture. The Servicer shall represent and protect the interests of the
Issuer, the Indenture Trustee and the Noteholders in the same manner as it
protects its own interests in mortgage loans in its own portfolio in any
claim, proceeding or litigation regarding a Mortgage Loan. Without limiting
the generality of the foregoing, the Servicer in its own name is hereby
authorized and empowered by the Indenture Trustee when the Servicer believes
it appropriate in its best judgment and in accordance with the Servicing
Standard, to execute and deliver, on behalf of itself and the Noteholders, the
Trust Administrator, the Indenture Trustee or any of them, any and all
instruments of satisfaction or cancellation, or of partial or full release or
discharge and all other comparable instruments, with respect to the Mortgage
Loans and with respect to the Mortgaged Properties. The Indenture Trustee
shall furnish the Servicer, upon request, with any powers of attorney (on the
standard form used by the Indenture Trustee) empowering the Servicer to
execute and deliver instruments of satisfaction or cancellation, or of partial
or full release or discharge, and to foreclose upon or otherwise liquidate
Mortgaged Property, and to appeal, prosecute or defend in any court action
relating to the Mortgage Loans or the Mortgaged Property, in accordance with
this Agreement, and the Indenture Trustee shall execute and deliver such other
documents as the Servicer may request, necessary or appropriate to enable the
Servicer to service the Mortgage Loans and carry out its duties hereunder, and
to

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allow the Servicer to service the Mortgage Loans in each case in accordance
with the Servicing Standard (and the Indenture Trustee or the Trust
Administrator shall have no liability for misuse of any such powers of
attorney by the Servicer). If the Servicer or the Indenture Trustee has been
advised that it is likely that the laws of the state in which action is to be
taken prohibit such action if taken in the name of the Indenture Trustee or
that the Indenture Trustee would be adversely affected under the "doing
business" or tax laws of such state if such action is taken in its name, then
upon request of the Indenture Trustee, the Servicer shall join with the
Indenture Trustee in the appointment of a co-trustee pursuant to Section 6.10
of the Indenture. In no event shall the Servicer, without the Indenture
Trustee's written consent: (i) initiate any action, suit or proceeding solely
under the Indenture Trustee's name without indicating the Servicer's
representative capacity or (ii) take any action with the intent to cause, and
which actually does cause, the Indenture Trustee to be registered to do
business in any state. The Servicer shall indemnify the Indenture Trustee for
any and all costs, liabilities and expenses incurred by the Indenture Trustee
in connection with the negligent or willful misuse of such powers of attorney
by the Servicer. In the performance of its duties hereunder, the Servicer
shall be an independent contractor and shall not, except in those instances
where it is taking action in the name of the Indenture Trustee, be deemed to
be the agent of the Indenture Trustee.

         (c) In servicing and administering the Mortgage Loans, the Servicer
shall employ procedures and exercise the same care that it customarily employs
and exercises in servicing and administering loans for its own account, giving
due consideration to the Servicing Standard where such practices do not
conflict with this Agreement. Consistent with the foregoing, the Servicer may
in its discretion (i) waive any late payment charge and (ii) extend the due
dates for payments due on a Mortgage Note for a period not greater than [120]
days; provided, however, that the maturity of any Mortgage Loan shall not be
extended past the date on which the final payment is due on the latest
maturing Mortgage Loan as of the Cut-off Date. In the event of any extension
described in clause (ii) above, the Servicer shall make Advances on the
related Mortgage Loan in accordance with the provisions of Section 5.05 on the
basis of the amortization schedule of such Mortgage Loan without modification
thereof by reason of such extension. Such waiver, modification, postponement
or indulgence may be made if in the Servicer's reasonable and prudent
determination such waiver, modification, postponement or indulgence is not
materially adverse to the interests of the Issuer, the Indenture Trustee and
the Noteholders. In the event of any such modification which permits the
deferral of interest or principal payments on any Mortgage Loan, the Servicer
shall, on the Business Day immediately preceding the Servicer Remittance Date
in any month in which any such principal or interest payment has been
deferred, make an Advance in accordance with Section 5.05 in an amount equal
to the difference between (a) such month's principal and one month's interest
at the Mortgage Loan Remittance Rate on the unpaid principal balance of such
Mortgage Loan and (b) the amount paid by the Mortgagor. The Servicer shall be
entitled to reimbursement for such advances to the same extent as for all
other Advances made pursuant to Section 4.35. Without limiting the generality
of the foregoing, the Servicer shall continue, and is hereby authorized and
empowered, to execute and deliver on behalf of itself, the Issuer and the
Indenture Trustee, all instruments of satisfaction or cancellation, or of
partial or full release, discharge and all other comparable instruments, with
respect to the Mortgage Loans and with respect to the Mortgaged Properties.
The Indenture Trustee shall execute and deliver to the Servicer powers of
attorney (on the standard form used by the Indenture Trustee) and other
documents, furnished to it by the Servicer and reasonably satisfactory to the
Indenture Trustee, necessary or appropriate to enable

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the Servicer to carry out its servicing and administrative duties under this
Agreement; provided that the Indenture Trustee shall not be liable for the
actions of the Servicer under any such powers of attorney.

                  In servicing and administering the Mortgage Loans, the
Servicer shall adhere to the Servicing Standard. Notwithstanding the
appointment of any sub-servicer pursuant to Section 4.05, the Servicer shall
remain liable for the performance of all of the servicing obligations and
responsibilities under this Agreement.

         (d) Servicer Discretion. In managing the liquidation of defaulted
Mortgage Loans, the Servicer will have sole discretion, subject to the terms
of this Agreement, to sell defaulted Mortgage Loans; provided, however, that
the Servicer shall not take any action that is inconsistent with or prejudices
the interests of the Noteholders in any Mortgage Loan or the rights and
interests of the Depositor, the Indenture Trustee and the Noteholders under
this Agreement.

         (e) Collection and Liquidation of Mortgage Loans. Continuously from
the Closing Date, until the date each Mortgage Loan ceases to be subject to
this Agreement, the Servicer shall proceed diligently to collect all payments
due under each of the Mortgage Loans when the same shall become due and
payable and shall take special care in ascertaining and estimating Escrow
Payments and all other charges that will become due and payable with respect
to the Mortgage Loans and each related Mortgaged Property, to the end that the
installments payable by the Mortgagors will be sufficient to pay such charges
as and when they become due and payable.

                 The Servicer shall use its best efforts, consistent with the
Servicing Standard to foreclose upon or otherwise comparably convert the
ownership of such Mortgaged Properties as come into and continue in default
and as to which no satisfactory arrangements can be made for collection of
delinquent payments pursuant to Section 4.05(a). The Servicer shall use its
best efforts to realize upon defaulted Mortgage Loans in such a manner as will
maximize the receipt of principal and interest by the Trust, taking into
account, among other things, the timing of foreclosure proceedings. The
foregoing is subject to the provisions that, in any case in which Mortgaged
Property shall have suffered damage, the Servicer shall not be required to
expend its own funds toward the restoration of such property unless it shall
determine in its discretion (i) that such restoration will increase the
proceeds of liquidation of the related Mortgage Loan to the Issuer after
reimbursement to itself for such expenses, and (ii) that such expenses will be
recoverable by the Servicer through Insurance Proceeds or Liquidation Proceeds
from the related Mortgaged Property. In the event that any payment due under
any Mortgage Loan and not otherwise postponed, deferred or waived pursuant to
Section 4.09 is not paid when the same becomes due and payable, or in the
event the Mortgagor fails to perform any other covenant or obligation under
the Mortgage Loan and such failure continues beyond any applicable grace
period, the Servicer shall take such action as (1) shall be consistent with
the Servicing Standard and (2) the Servicer shall determine prudently to be in
the best interest of the Issuer, the Indenture Trustee and the Noteholders. In
the event that any payment due under any Mortgage Loan is not otherwise
postponed, deferred or waived pursuant to Section 4.05(a) and remains
delinquent for a period of [105] days or any other default continues for a
period of [105] days beyond the expiration of any grace or cure period, the
Servicer shall commence foreclosure

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proceedings. The Servicer shall be responsible for all costs and expenses
incurred by it in any such proceedings; provided, however, that it shall be
entitled to reimbursement thereof from the related Mortgaged Property, as
contemplated in Sections 4.08(i) and 4.09(j) or as otherwise provided in
Section 4.08(iii).

                  Notwithstanding the generality of the preceding paragraph,
the Servicer shall take such actions generally in accordance with the
Servicer's established default timeline and in accordance with the Servicing
Standard with respect to each Mortgage Loan and Mortgagor for which there is a
delinquency until such time as the related Mortgagor is current with all
payments due under the Mortgage Loan.

         Section 4.06. [Reserved]

         Section 4.07. Establishment of and Deposits to Collection Account.

         (a) On the Closing Date, the Trust Administrator shall open and shall
thereafter maintain a segregated account held in trust in the name of the
Securities Intermediary (the "Collection Account"), entitled "Collection
Account, _________________________________, as Indenture Trustee, in trust for
Holders of the [ ] 200__-[ ], Mortgage Backed Notes, Series 200_-__." The
Collection Account shall relate solely to the Notes issued by the Issuer, and
funds deposited in the Collection Account shall not be commingled with any
other monies.

         (b) The Collection Account shall be an Eligible Account. If an
existing Collection Account ceases to be an Eligible Account, the Trust
Administrator shall establish a new Collection Account that is an Eligible
Account within [10] days and transfer all funds and investment property on
deposit in such existing Collection Account into such new Collection Account.

         (c) The Trust Administrator shall give to the Servicer and the
Indenture Trustee prior written notice of the name and address of the
depository institution at which the Collection Account is maintained and the
account number of such Collection Account. The Trust Administrator shall take
such actions as are necessary to cause the depository institution holding the
Collection Account to hold such account in the name of the Indenture Trustee.
On each Payment Date, the entire amount on deposit in the Collection Account
relating to the Mortgage Loans (subject to permitted withdrawals set forth in
Section 4.08), other than amounts not included in Interest Remittance Amount
or Principal Remittance Amount to be paid to Noteholders for such Payment
Date, shall be applied to make the requested payment of principal and/or
interest on each class of Notes.

         The Servicer shall segregate and hold all funds collected and
received pursuant to the Mortgage Loans separate and apart from any of its own
funds and shall deposit in the Collection Account on a daily basis, but not
more than [two] Business Days after receipt by the Servicer and retain
therein, the following collections received by the Servicer and payments made
by the Servicer after the related Cut-off Date (other than scheduled payments
of principal and interest due on or before the related Cut-off Date), as
applicable:

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                                   (1) all payments on account of principal on
                           the Mortgage Loans, including all Principal
                           Prepayments and all Prepayment Premiums;

                                   (2) all payments on account of interest on
                           the Mortgage Loans adjusted to the Mortgage Loan
                           Remittance Rate;

                                   (3) all Liquidation Proceeds (net of
                           Liquidation Expenses);

                                   (4) all Insurance Proceeds including
                           amounts required to be deposited pursuant to
                           Section 4.09(f) (other than proceeds to be held in
                           the Escrow Account and applied to the restoration
                           and repair of the Mortgaged Property or released to
                           the Mortgagor in accordance with Section 4.09(f));

                                   (5) all Condemnation Proceeds that are not
                           applied to the restoration or repair of the
                           Mortgaged Property or released to the Mortgagor in
                           accordance with Section 4.09(i);

                                   (6) with respect to each Principal
                           Prepayment in full or in part, the Prepayment
                           Interest Shortfall Amount, if any, for the month of
                           payment. Such deposit shall be made from the
                           Servicer's own funds, without reimbursement
                           therefor, up to a maximum amount per month in the
                           aggregate of the Servicing Fee, actually received
                           for such month for the Mortgage Loans;

                                   (7) all Advances made by the Servicer
                           pursuant to Section 5.05;

                                   (8) any amounts received from the Seller,
                           the Depositor or any other person giving
                           representations and warranties with respect to the
                           Mortgage Loans, in connection with the repurchase
                           of any Mortgage Loan;

                                   (9) any amounts required to be deposited by
                           the Servicer pursuant to Section 4.09(f) in
                           connection with the deductible clause in any
                           blanket hazard insurance policy;

                                   (10) any amounts received with respect to
                           or related to any REO Property or REO Disposition
                           Proceeds pursuant to Section 4.09(j); and

                                   (11) any other amounts required to be
                           deposited in the Collection Account pursuant to
                           this Agreement.

         The foregoing requirements for deposit into the Collection Account
shall be exclusive, it being understood and agreed that, without limiting the
generality of the foregoing, payments in

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the nature of the Servicing Fee, Prepayment Interest Excess Amounts and
Ancillary Income need not be deposited by the Servicer into the Collection
Account.

         The Servicer agrees that it shall not create, incur or subject any
Mortgage Loans, or any funds that are deposited in any Collection Account or
Escrow Account, or any funds that otherwise are or may become due or payable
to or for the benefit of the Indenture Trustee, to any claim, lien, security
interest, judgment, levy, writ of attachment or other encumbrance, nor assert
by legal action or otherwise any claim or right of setoff against any Mortgage
Loan or any funds collected on, or in connection with, a Mortgage Loan.

         (d) Funds in the Collection Account may be invested by the Trust
Administrator in Eligible Investments selected by and at the written direction
of the Trust Administrator, which shall mature not later than [one] Business
Day prior to the next Payment Date (or on the Payment Date with respect to any
Eligible Investment of the Trust Administrator or any other fund managed or
advised by it or any Affiliate) and any such Eligible Investment shall not be
sold or disposed of prior to its maturity. All such Eligible Investments shall
be made in the name of the Servicer in trust for the benefit of the Indenture
Trustee and the Noteholders. All income and gain realized from any Eligible
Investment shall be for the benefit of the Servicer and shall be subject to
its withdrawal or order from time to time, subject to Section 4.08 and shall
not be part of the Trust Estate. The amount of any losses incurred in respect
of any such investments shall be deposited in such Collection Account by the
Servicer out of its own funds, without any right of reimbursement therefor,
immediately as realized. The foregoing requirements for deposit in the
Collection Account are exclusive, it being understood and agreed that, without
limiting the generality of the foregoing, payments of interest on funds in the
Collection Account and payments in the nature of late payment charges,
assumption fees and other incidental fees and charges relating to the Mortgage
Loans need not be deposited by the Servicer in the Collection Account and may
be retained by the Servicer as additional servicing compensation. If the
Servicer deposits in the Collection Account any amount not required to be
deposited therein, it may at any time withdraw such amount from such
Collection Account.

         Section 4.08. Application of Funds in the Collection Account. The
Trust Administrator may, from time to time, make, or cause to be made,
withdrawals from the Collection Account for the following purposes:

                  (i) to reimburse the Servicer for any previously
         unreimbursed Advances or Servicing Advances, such right to
         reimbursement pursuant to this subclause (i) being limited to amounts
         received on or in respect of a particular Mortgage Loan (including,
         for this purpose, Liquidation Proceeds, Condemnation Proceeds, REO
         Disposition Proceeds and amounts representing Insurance Proceeds with
         respect to the property subject to the related Mortgage) which
         represent late recoveries (net of the applicable Servicing Fee) of
         payments of principal or interest respecting which any such Advance
         was made, it being understood, in the case of any such reimbursement,
         that the Servicer's right thereto shall be prior to the rights of the
         Noteholders;

                  (ii) to reimburse the Servicer following a final liquidation
         of a Mortgage Loan for any previously unreimbursed Advances made by
         any such party (A) that such party determines in good faith will not
         be recoverable from amounts representing late

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         recoveries of payments of principal or interest respecting the
         particular Mortgage Loan as to which such Advance was made or from
         Liquidation Proceeds, Condemnation Proceeds, REO Disposition Proceeds
         or Insurance Proceeds with respect to such Mortgage Loan and/or (B)
         to the extent that such unreimbursed Advances exceed the related
         Liquidation Proceeds or Insurance Proceeds, it being understood, in
         the case of each such reimbursement, that the Servicer's right
         thereto shall be prior to the rights of the Noteholders;

                  (iii) to reimburse the Servicer from Liquidation Proceeds
         for Liquidation Expenses and for amounts expended by it pursuant to
         Section 4.09(i) in good faith in connection with the restoration of
         damaged property and, to the extent that Liquidation Proceeds after
         such reimbursement exceed the unpaid principal balance of the related
         Mortgage Loan, together with accrued and unpaid interest thereon at
         the applicable Mortgage Rate less the applicable Servicing Fee Rate
         for such Mortgage Loan to the Due Date next succeeding the date of
         its receipt of such Liquidation Proceeds, to pay to the Servicer out
         of such excess the amount of any unpaid assumption fees, late payment
         charges or other Mortgagor charges on the related Mortgage Loan and
         to retain any excess remaining thereafter as additional servicing
         compensation, it being understood, in the case of any such
         reimbursement or payment, that such Servicer's right thereto shall be
         prior to the rights of the Noteholders;

                  (iv) to pay to the Depositor or the Seller or any other
         Person, as applicable, with respect to each Mortgage Loan or REO
         Property acquired in respect thereof that has been purchased pursuant
         to this Agreement, all amounts received thereon and not paid on the
         date on which the related repurchase was effected, and to pay to the
         applicable party any Advances and Servicing Advances to the extent
         specified in the definition of Purchase Price;

                  (v) to the extent not paid by the Servicer, to pay any
         Insurance Premium with respect to a Mortgage Loan;

                  (vi) to pay to the Servicer income earned on the investment
         of funds on deposit in the Collection Account;

                  (vii) on each Payment Date, to make payment to the
         Noteholders in the amounts and in the manner provided for in Section
         5.02 for the related Payment Date (to the extent collected by the
         Servicer);

                  (viii) on each Payment Date, to make payment to the
         Ownership Certificate, all Prepayment Premiums received during the
         immediately preceding Prepayment Period;

                  (ix) to make payment to itself, the Servicer, the Indenture
         Trustee, the Owner Trustee and others pursuant to any provision of
         this Agreement, the Trust Agreement or the Indenture;

                  (x) to withdraw funds deposited in error in the Collection
         Account;

                  (xi) to clear and terminate the Collection Account pursuant
         to Article VIII; and

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<PAGE>

                  (xii) to reimburse a successor servicer (solely in its
         capacity as successor servicer), for any fee or advance occasioned by
         a termination of the Servicer, and the assumption of such duties by
         the Indenture Trustee as successor servicer or a successor servicer
         appointed by the Indenture Trustee pursuant to Section 7.01, in each
         case to the extent not reimbursed by the terminated Servicer, it
         being understood, in the case of any such reimbursement or payment,
         that the right of the Servicer or the Indenture Trustee thereto shall
         be prior to the rights of the Noteholders.

                  In connection with withdrawals pursuant to subclauses (i)
and (iv) above, the Servicer's or such other Person's entitlement thereto is
limited to collections or other recoveries on the related Mortgage Loan. The
Trust Administrator shall therefore keep and maintain a separate accounting
for each Mortgage Loan for the purpose of justifying any withdrawal from the
Collection Account it maintains pursuant to such subclauses.

         Section 4.09. Servicing of the Mortgage Loans.

         (a) Establishment of and Deposits to Escrow Account. The Servicer
shall segregate and hold all funds collected and received pursuant to a
Mortgage Loan constituting Escrow Payments separate and apart from any of its
own funds and general assets and shall establish and maintain one or more
Escrow Accounts, in the form of time deposit or demand accounts, titled
"_________________________ in trust for ____________________________________,
as Indenture Trustee, for [ ] 200__-[ ]." The Escrow Accounts shall be
established with an Eligible Institution. Nothing herein shall require the
Servicer to compel a Mortgagor to establish an Escrow Account in violation of
applicable law. Funds deposited in the Escrow Account may be drawn on by the
Servicer in accordance with Section 4.09(b). The creation of any Escrow
Account shall be evidenced by a letter agreement in the form of Exhibit D
hereto. A copy of such certification or letter agreement shall be furnished to
the Servicer.

                  The Servicer shall deposit in the Escrow Account or Accounts
on a daily basis, and retain therein:

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

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

                  The Servicer shall make withdrawals from the Escrow Account
only to effect such payments as are required under this Agreement, as set
forth in Section 4.09(b). The Servicer shall be entitled to retain any
interest earnings paid on funds deposited in the Escrow Account by the
depository institution, other than interest on escrowed funds required by law
to be paid to the Mortgagor. To the extent required by law, the Servicer shall
pay interest on escrowed funds to the Mortgagor notwithstanding that the
Escrow Account may be non-interest bearing or the interest earnings paid
thereon are insufficient for such purposes.

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

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<PAGE>

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

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

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

                  (iv) to the extent permitted by applicable law, for transfer
         to the Collection Account and application to reduce the principal
         balance of the Mortgage Loan in accordance with the terms of the
         related Mortgage and Mortgage Note;

                  (v) for application to restoration or repair of the
         Mortgaged Property in accordance with Section 4.09(i);

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

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

                  The Servicer will be responsible for the administration of
the Escrow Accounts and will be obligated to make Servicing Advances to the
Escrow Account in respect of its obligations under this 4.02(g), reimbursable
from the Escrow Accounts or Collection Account to the extent not collected
from the related Mortgagor, anything to the contrary notwithstanding, when and
as necessary to avoid the lapse of insurance coverage on the Mortgaged
Property, or which the Servicer knows, or in servicing the Mortgage Loans in
accordance with the Servicing Standard should know, is necessary to avoid the
loss of the Mortgaged Property due to a tax sale or the foreclosure as a
result of a tax lien. If any such payment has not been made and the Servicer
receives notice of a tax lien with respect to the Mortgage being imposed, the
Servicer will advance or cause to be advanced funds (which will constitute a
Servicing Advance) necessary to discharge such lien on the Mortgaged Property
in order to prevent loss of title to the Mortgaged Property.

         (c) Notification of Adjustments. On each Adjustment Date, the
Servicer shall make interest rate adjustments for each Mortgage Loan in
compliance with the requirements of the related Mortgage and Mortgage Note and
applicable regulations. The Servicer shall execute and deliver the notices
required by each Mortgage and Mortgage Note and applicable regulations
regarding interest rate adjustments. The Servicer also shall provide timely
notification to the Trustee of all applicable data and information regarding
such interest rate adjustments and the Servicer's methods of implementing such
interest rate adjustments. Upon the discovery by the Servicer or the Trustee
that the Servicer has failed to adjust or has incorrectly adjusted a Mortgage
Rate or a monthly payment pursuant to the terms of the related Mortgage Note
and Mortgage, the Servicer shall immediately deposit in the Collection Account
from its own funds

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<PAGE>

the amount of any loss caused thereby without reimbursement therefor;
provided, however, the Servicer shall not be liable with respect to any
interest rate adjustments made by any servicer prior to the Servicer.

         (d) Payment of Taxes, Insurance and Other Charges.

                  (i) With respect to each Mortgage Loan which provides for
         Escrow Payments, the Servicer shall maintain accurate records
         reflecting the status of ground rents, taxes, assessments, water
         rates, sewer rents, and other charges which are or may become a lien
         upon the Mortgaged Property and the status of fire and hazard
         insurance coverage and shall obtain, from time to time, all bills for
         the payment of such charges (including renewal premiums) ("Property
         Charges") and shall effect payment thereof prior to the applicable
         penalty or termination date, employing for such purpose deposits of
         the Mortgagor in the Escrow Account which shall have been estimated
         and accumulated by the Servicer in amounts sufficient for such
         purposes, as allowed under the terms of the Mortgage. The Servicer
         shall effect timely payment of all such charges (which will
         constitute Servicing Advances) irrespective of each Mortgagor's
         faithful performance in the payment of the same or the making of the
         Escrow Payments if necessary to avoid a lien or loss on the Mortgaged
         Property.

                  (ii) To the extent that a Mortgage does not provide for
         Escrow Payments, the Servicer shall make Servicing Advances from its
         own funds to effect payment of all Property Charges upon receipt of
         notice of any failure to pay on the part of the Mortgagor, or at such
         other time as the Servicer determines to be in the best interest of
         the Trust; provided, that in any event the Servicer shall pay such
         charges on or before any date by which payment is necessary to
         preserve the lien status of the Mortgage. The Servicer shall pay any
         late fee or penalty (which will constitute Servicing Advances) which
         is payable due to any delay in payment of any Property Charge and
         necessary to avoid a lien on or loss on Mortgage Property.

         (e) Protection of Accounts. The Servicer may transfer the Escrow
Account to a different Eligible Institution from time to time. Such transfer
shall be made only upon obtaining the consent of the Servicer, which consent
shall not be unreasonably withheld.

                  The Servicer shall bear any expenses, losses or damages
sustained by the Indenture Trustee if the Escrow Account is not an Eligible
Accounts.

         (f) Maintenance of Hazard Insurance. The Servicer shall cause to be
maintained for each Mortgage Loan hazard insurance such that all buildings
upon the related Mortgaged Property are insured by a generally acceptable
insurer acceptable under the Servicing Standard against loss by fire, hazards
of extended coverage and such other hazards as are customary in the area where
the Mortgaged Property is located, in an amount which is at least equal to the
lesser of (i) the replacement value of the improvements securing such Mortgage
Loan and (ii) the greater of (a) the outstanding principal balance of the
Mortgage Loan plus accrued interest thereon and the good faith estimate of the
Servicer of the related Liquidation Expenses to be incurred in connection
therewith and (b) an amount such that the proceeds thereof shall be sufficient
to prevent the Mortgagor or the loss payee from becoming a co-insurer. The
Servicer

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<PAGE>

shall be under no obligation to require any Mortgagor to obtain 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 Mortgage
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 upon origination of the Mortgage Loan the related
Mortgaged Property was located in an area identified in the Federal Register
by the Flood Emergency Management Agency as having special flood hazards (and
such flood insurance has been made available), a flood insurance policy
meeting the requirements of the current guidelines of the Federal Insurance
Administration shall be in effect with a generally acceptable insurance
carrier acceptable under the Servicing Standard in an amount representing
coverage equal to the lesser of (i) the minimum amount required, under the
terms of coverage, to compensate for any damage or loss on a replacement cost
basis (or the unpaid balance of the mortgage if replacement cost coverage is
not available for the type of building insured) and (ii) the maximum amount of
insurance which is available under the Flood Disaster Protection Act of 1973,
as amended. If at any time during the term of the Mortgage Loan, the Servicer
determines in accordance with applicable law and pursuant to the Servicing
Standard that a Mortgaged Property is located in a special flood hazard area
and is not covered by flood insurance or is covered in an amount less than the
amount required by the Flood Disaster Protection Act of 1973, as amended, the
Servicer shall notify the related Mortgagor that the Mortgagor must obtain
such flood insurance coverage, and if said Mortgagor fails to obtain the
required flood insurance coverage within [thirty] days after such
notification, the Servicer shall immediately force place the required flood
insurance on the Mortgagor's behalf.

                  The Servicer shall cause to be maintained on each Mortgaged
Property such other or additional insurance as may be required pursuant to
such applicable laws and regulations as shall at any time be in force and as
shall require such additional insurance, or pursuant to the requirements of
any private mortgage guaranty insurer, or as may be required to conform with
the Servicing Standard.

                  In the event that the Servicer shall determine that the
Mortgaged Property should be insured against loss or damage by hazards and
risks not covered by the insurance required to be maintained by the Mortgagor
pursuant to the terms of the Mortgage, the Servicer shall communicate and
consult with the Mortgagor with respect to the need for such insurance and
bring to the Mortgagor's attention the desirability of protection of the
Mortgaged Property.

                  All policies required hereunder shall name the Servicer as
loss payee and shall be endorsed with standard or union mortgagee clauses,
without contribution, which shall provide for at least [30] days' prior
written notice of any cancellation, reduction in amount or material change in
coverage.

                  The Servicer shall not interfere with the Mortgagor's
freedom of choice in selecting either his insurance carrier or agent;
provided, however, that the Servicer shall not accept any such insurance
policies from insurance companies unless such companies are generally
acceptable under the Servicing Standard. The Servicer shall determine that
such policies provide sufficient risk coverage and amounts, that they insure
the property owner, and that they properly describe the property address. The
Servicer shall notify the Mortgagor of the

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<PAGE>

expiration of any such insurance and, prior to force placing any insurance,
will permit the Mortgagor a grace period (not to exceed [60] days) to obtain
renewal coverage.

                  Pursuant to Section 4.07, any amounts collected by the
Servicer under any such policies (other than amounts to be deposited in the
Escrow Account and applied to the restoration or repair of the related
Mortgaged Property, or property acquired in liquidation of the Mortgage Loan,
or to be released to the Mortgagor, in accordance with the Servicer's normal
servicing procedures) shall be deposited in the Collection Account subject to
withdrawal pursuant to Section 4.08.

         (g) Maintenance of Mortgage Impairment Insurance. In the event that
the Servicer shall obtain and maintain a blanket policy insuring against
losses arising from fire and hazards covered under extended coverage on all of
the Mortgage Loans, then, to the extent such policy provides coverage in an
amount equal to the amount required pursuant to Section 4.09(f) and otherwise
complies with all other requirements of Section 4.09(f), it shall conclusively
be deemed to have satisfied its obligations as set forth in Section 4.09(f).
Any amounts collected by the Servicer under any such policy relating to a
Mortgage Loan shall be deposited in the Collection Account subject to
withdrawal pursuant to Section 4.08. Such policy may contain a deductible
clause, in which case, in the event that there shall not have been maintained
on the related Mortgaged Property a policy complying with Section 4.09(f), and
there shall have been a loss which would have been covered by such policy, the
Servicer shall deposit in the Collection Account at the time of such loss the
amount not otherwise payable under the blanket policy because of such
deductible clause, such amount to deposited from the Servicer's funds, without
reimbursement therefor. Upon request of the Indenture Trustee, the Servicer
shall cause to be delivered to such person a certified true copy of such
policy and a statement from the insurer thereunder that such policy shall in
no event be terminated or materially modified without [30] days' prior written
notice to the Indenture Trustee.

         (h) Inspections. The Servicer shall inspect the Mortgaged Property as
often as deemed necessary by the Servicer to assure itself that the value of
the Mortgaged Property is being preserved. In addition, the Servicer shall
inspect the Mortgaged Property and/or take such other actions as may be
necessary or appropriate in accordance with the Servicing Standard or as may
be required by the primary mortgage guaranty insurer. The Servicer shall keep
a written report of each such inspection.

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

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

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<PAGE>

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

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

         (j) Title, Management and Disposition of REO Property. 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 taken in the
name of the Indenture Trustee or its nominee (which shall include the
Servicer) in trust for the benefit of the Noteholders, or in the event the
Indenture Trustee is not authorized or permitted to hold title to real
property in the state where the REO Property is located, or would be adversely
affected under the "doing business" or tax laws of such state by so holding
title, the deed or certificate of sale shall be taken in the name of such
Person or Persons as shall be consistent with an Opinion of Counsel obtained
by the Servicer (with a copy delivered to the Indenture Trustee) from any
attorney duly licensed to practice law in the state where the REO Property is
located. The Person or Persons holding such title other than the Indenture
Trustee shall acknowledge in writing that such title is being held as nominee
for the Indenture Trustee.

                  The Servicer shall manage, conserve, protect and operate
each REO Property for the Indenture Trustee solely for the purpose of its
prompt disposition and sale. The Servicer, either itself or through an agent
selected by the Servicer, shall manage, conserve, protect and operate the REO
Property in the same manner that it manages, conserves, protects and operates
other foreclosed property for its own account, and in the same manner that
similar property in the same locality as the REO Property is managed. The
Servicer shall attempt to sell the same (and may temporarily rent the same for
a period not greater than one year, except as otherwise provided below) on
such terms and conditions as the Servicer deems to be in the best interest of
the Issuer, the Indenture Trustee and the Noteholders.

                  The Servicer shall also maintain on each REO Property fire
and hazard insurance with extended coverage in amount which is at least equal
to the maximum insurable value of the improvements which are a part of such
property and, to the extent required and available under the Flood Disaster
Protection Act of 1973, as amended, flood insurance in the amount required
above, which may be in the form of a blanket policy. Any amounts collected by
the Servicer under any such policy relating to a Mortgage Loan shall be
deposited in the Collection Account subject to withdrawal pursuant to Section
4.08. Such policy may contain a deductible clause, in which case, in the event
that there shall not have been maintained on the related Mortgaged Property a
policy complying with Section 4.09(f), and there shall have been a loss which
would have been covered by such policy, the Servicer shall deposit in the
Collection Account at the time of such loss the amount not otherwise payable
under the blanket policy because of such deductible clause, such amount to
deposited from the Servicer's funds, without reimbursement therefor.

                  The proceeds of sale of the REO Property shall be promptly
deposited in the Collection Account. As soon as practical thereafter the
expenses of such sale shall be paid and the Servicer shall reimburse itself
pursuant to Section 4.08 for any related unreimbursed

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<PAGE>

Servicing Advances, unpaid Servicing Fees and unreimbursed advances made
pursuant to this Section or Section 5.05.

         The Servicer shall make Servicing Advances of all funds necessary for
the proper operation, management and maintenance of the REO Property,
including the cost of maintaining any hazard insurance pursuant to Section
4.09(f), such advances to be reimbursed from the disposition or liquidation
proceeds of the REO Property or pursuant to Section 4.08(iii). The Servicer
shall make monthly remittances on each Servicer Remittance Date of the net
cash flow from the REO Property (which shall equal the revenues from such REO
Property net of the expenses described in this Section 4.09(j) and of any
reserves reasonably required from time to time to be maintained to satisfy
anticipated liabilities for such expenses).

         (k) Liquidation Reports. Upon the foreclosure sale of any Mortgaged
Property or the acquisition thereof by the Indenture Trustee pursuant to a
deed in lieu of foreclosure, the Servicer shall submit to the Indenture
Trustee a monthly liquidation report with respect to such Mortgaged Property.

         (l) Reports of Foreclosures and Abandonments of Mortgaged Property.
Following the foreclosure sale or abandonment of any Mortgaged Property, the
Servicer shall report such foreclosure or abandonment as required pursuant to
Section 6050J of the Code.

         (m) Prepayment Premiums. The Servicer or any designee of the Servicer
shall not waive any Prepayment Premium with respect to any Mortgage Loan that
contains a Prepayment Premium and that prepays during the term of the premium.
If the Servicer or its designee fails to collect the Prepayment Premium upon
any prepayment of any Mortgage Loan that contains a Prepayment Premium, the
Servicer shall pay to the Trust Administrator at such time (by deposit to the
Collection Account) an amount equal to amount of the Prepayment Premium that
was not collected. Notwithstanding the above, the Servicer or its designee may
waive a Prepayment Premium without paying the Issuer the amount of the
Prepayment Premium if (i) the Mortgage Loan is in default (defined as [61]
days or more delinquent) and such waiver would maximize recovery of total
proceeds taking into account the value of such Prepayment Premium and the
related Mortgage Loan or (ii) if the prepayment is not a result of a
refinancing by the Servicer or any of its affiliates and the Mortgage Loan is
foreseen to be in default and such waiver would maximize recovery of total
proceeds taking into account the value of such Prepayment Premium and the
related Mortgage Loan or (iii) the collection of the Prepayment Premium would
be in violation of applicable federal, state or local laws or would be deemed
"predatory" thereunder.

         (n) Compliance with Safeguarding Customer Information Requirements.
The Servicer has implemented and will maintain security measures designed to
meet the objectives of the Interagency Guidelines Establishing Standards for
Safeguarding Customer Information published in final form on February 1, 2001,
66 Fed. Reg. 8616, and the rules promulgated thereunder, as amended from time
to time (the "Guidelines").

         (o) Presentment of Claims and Collection of Proceeds. The Servicer
shall prepare and present on behalf of the Indenture Trustee and the
Noteholders all claims under the Insurance Policies with respect to the
Mortgage Loans, and take such actions (including the negotiation, settlement,
compromise or enforcement of the insured's claim) as shall be necessary

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to realize recovery under such policies. Any proceeds disbursed to the
Servicer in respect of such policies or bonds shall be promptly deposited in
the Collection Account upon receipt, except that any amounts realized that are
to be applied to the repair or restoration of the related Mortgaged Property
as a condition requisite to the presentation of claims on the related Mortgage
Loan to the insurer under any applicable Insurance Policy need not be so
deposited (or remitted).

         (p) [Reserved].

         (q) Due Dates Other Than the First of the Month. Mortgage Loans
having Due Dates other than the first day of a month shall be accounted for as
described in this Section 4.09(q). Any Scheduled Payment due on a day other
than the first day of each month shall be considered due on the first day of
the month following the month in which that payment is due as if such payment
were due on the first day of that month. For example, a Scheduled Payment due
on August 15 shall be considered to be due on September 1. Any Scheduled
Payment due and collected on a Mortgage Loan after the Cut-off Date shall be
deposited in the Collection Account. For Mortgage Loans with Due Dates on the
first day of a month, deposits to the Collection Account begin with the
Scheduled Payment due on the first of the month following the Cut-off Date.

         (r) Credit Reporting. For each Mortgage Loan, in accordance with its
current servicing practices, the Servicer will accurately and fully report its
underlying borrower credit files to each of the following credit repositories
or their successors: Equifax Credit Information Services, Inc., Trans Union,
LLC and Experian Information Solution, Inc., on a monthly basis in a timely
manner.

         Section 4.10. Reports to Trust Administrator.

                  Not more than [75] days after the end of each calendar year,
commencing December 31, 200_, the Servicer shall provide (as such information
becomes reasonably available to the Servicer) to the Trust Administrator such
information concerning the Mortgage Loans as is necessary for the Trust
Administrator to prepare the reports required by Section 4.11(c). Such
obligation of the Servicer shall be deemed to have been satisfied to the
extent that substantially comparable information shall be provided by the
Servicer to the Trust Administrator pursuant to any requirements of the Code
as from time to time are in force. The Servicer shall also provide to the
Trust Administrator such information as may be requested by it and required
for the completion of any tax reporting responsibility of the Trust
Administrator within such reasonable time frame as shall enable the Trust
Administrator to timely file each Schedule Q (or other applicable tax report
or return) required to be filed by it.

         Section 4.11. Reports to Indenture Trustee and Noteholders.

         (a) On each Payment Date, the Trust Administrator shall make
available to the Indenture Trustee and each Noteholder, a report setting forth
the following information (on the basis of Mortgage Loan level information
obtained from the Servicer):

                  (i) the aggregate amount of the payment to be made on such
         Payment Date to the Holders of each Class of Notes, to the extent
         applicable, allocable to principal on the Mortgage Loans, including
         Liquidation Proceeds and Insurance Proceeds, stating

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<PAGE>

         separately the amount attributable to scheduled principal payments
         and unscheduled payments in the nature of principal;

                  (ii) the aggregate amount of the payment to be made on such
         Payment Date to the Holders of each Class of Notes allocable to
         interest and the calculation thereof;

                  (iii) the amount, if any, of any payment to the Holder of
         the Ownership Certificate;

                  (iv) (A) the aggregate amount of any Advances required to be
         made by or on behalf of the Servicer with respect to such Payment
         Date, (B) the aggregate amount of such Advances actually made, and
         (C) the amount, if any, by which (A) above exceeds (B) above;

                  (v) the total number of Mortgage Loans, the aggregate Stated
         Principal Balance of all the Mortgage Loans as of the close of
         business on the last day of the related Collection Period, after
         giving effect to payments allocated to principal reported under
         clause (i) above;

                  (vi) the Class Principal Amount of each Class of Notes, to
         the extent applicable, as of such Payment Date after giving effect to
         payments allocated to principal reported under clause (i) above;

                  (vii) the amount of all Prepayment Premiums distributed to
         the Ownership Certificate;

                  (viii) the amount of any Realized Losses incurred with
         respect to the Mortgage Loans (x) in the applicable Prepayment Period
         and (y) in the aggregate since the Cut-off Date;

                  (ix) the amount of the Servicing Fee paid during the
         Collection Period to which such payment relates;

                  (x) the number and aggregate Stated Principal Balance of
         Mortgage Loans, as reported to the Trust Administrator by the
         Servicer, (a) remaining outstanding, (b) delinquent 30 to 59 days on
         a contractual basis, (c) delinquent 60 to 89 days on a contractual
         basis, (d) delinquent 90 or more days on a contractual basis, (e) as
         to which foreclosure proceedings have been commenced as of the close
         of business on the last Business Day of the calendar month
         immediately preceding the month in which such Payment Date occurs,
         (f) in bankruptcy and (g) that are REO Properties;

                  (xi) the aggregate Stated Principal Balance of any Mortgage
         Loans with respect to which the related Mortgaged Property became an
         REO Property as of the close of business on the last Business Day of
         the calendar month immediately preceding the month in which such
         Payment Date occurs;

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<PAGE>

                  (xii) with respect to substitution of Mortgage Loans in the
         preceding calendar month, the Stated Principal Balance of each
         Deleted Mortgage Loan and of each Qualifying Substitute Mortgage
         Loan;

                  (xiii) the aggregate outstanding Basis Risk Shortfalls and
         Unpaid Basis Risk Shortfalls, if any, for each Class of Notes, after
         giving effect to the payments made on such Payment Date;

                  (xiv) the Note Interest Rate applicable to such Payment Date
         with respect to each Class of Notes;

                  (xv) the Interest Remittance Amount and the Principal
         Remittance Amount applicable to such Payment Date;

                  (xvi) if applicable, the amount of any shortfall (i.e., the
         difference between the aggregate amounts of principal and interest
         which Noteholders would have received if there were sufficient
         available amounts in the Collection Account and the amounts actually
         paid);

                  (xvii) any Overcollateralization Deficiency Amount after
         giving effect to the payments made on such Payment Date; and

                  (xviii) LIBOR with respect to such Payment Date.

         In the case of information furnished pursuant to subclauses (i), (ii)
and (vi) above, the amounts shall (except in the case of the report delivered
to the holder of the Ownership Certificate) be expressed as a dollar amount
per $[1,000] of original principal amount of Notes.

         The Trust Administrator will make such report and additional loan
level information (and, at its option, any additional files containing the
same information in an alternative format) available each month to the Rating
Agencies and Noteholders via the Trust Administrator's website. The Trust
Administrator's website can be accessed at ______________. Assistance in using
the website can be obtained by calling the Trust Administrator's customer
service desk at ________________. Such parties that are unable to use the
website are entitled to have a paper copy mailed to them via first class mail
by notifying the Trust Administrator at ____________________,
________________________ (or for overnight deliveries at
_________________________), and indicating such. The Trust Administrator shall
have the right to change the way such statements are distributed in order to
make such distribution more convenient and/or more accessible to the above
parties and the Trust Administrator shall provide timely and adequate
notification to all above parties regarding any such changes.

         The foregoing information and reports shall be prepared and
determined by the Trust Administrator based solely on Mortgage Loan data
provided to the Trust Administrator by the Servicer (in a format agreed to by
the Trust Administrator and the Servicer) no later than the Payment Date. In
preparing or furnishing the foregoing information, the Trust Administrator and
the Servicer shall be entitled to rely conclusively on the accuracy of the
information or data regarding the Mortgage Loans and the related REO Property
that has been provided to the Servicer, and neither the Trust Administrator
nor the Servicer shall be obligated to verify,

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recompute, reconcile or recalculate any such information or data. The Trust
Administrator, the Indenture Trustee and the Servicer shall be entitled to
conclusively rely on all of such data and information provided to the Servicer
and shall have no liability for any errors in such data or information.

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

         (c) Within [90] days, or such shorter period as may be required by
statute or regulation, after the end of each calendar year, the Trust
Administrator shall have prepared and shall make available to each Person who
at any time during the calendar year was a Noteholder of record, and make
available to Security Owners (identified as such by the Clearing Agency) in
accordance with applicable regulations, a report summarizing the items
provided to the Noteholders pursuant to Section 4.11(a) on an annual basis as
may be required to enable such Holders to prepare their federal income tax
returns; provided, however, that this Section 4.11(c) shall not be applicable
where relevant reports or summaries are required elsewhere in this Agreement.
Such information shall include the amount of original issue discount accrued
on each Class of Notes and information regarding the expenses of the Issuer.
The Trust Administrator shall be deemed to have satisfied such requirement if
it forwards such information in any other format permitted by the Code. The
Servicer shall provide the Trust Administrator with such information as is
necessary for the Trust Administrator to prepare such reports.

         (d) The Trust Administrator shall furnish any other information that
is required by the Code and regulations thereunder to be made available to
Noteholders. The Servicer shall provide the Trust Administrator with such
information as is necessary for the Trust Administrator to prepare such
reports (and the Trust Administrator may rely solely upon such information).

         Section 4.12. Transfers of Mortgaged Property.

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

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<PAGE>

                  If the Servicer reasonably believes it is unable under
applicable law to enforce such "due-on-sale" clause, the Servicer shall enter
into (i) an assumption and modification agreement with the person to whom such
property has been conveyed pursuant to which such person becomes liable under
the Mortgage Note and the original Mortgagor remains liable thereon or (ii) in
the event the Servicer is unable under applicable law to require that the
original Mortgagor remain liable under the Mortgage Note and the Servicer has
the prior consent of the primary mortgage guaranty insurer, a substitution of
liability agreement with the seller of the Mortgaged Property pursuant to
which the original Mortgagor is released from liability and the buyer of the
Mortgaged Property is substituted as Mortgagor and becomes liable under the
Mortgage Note. In connection with any such assumption, neither the Mortgage
Rate borne by the related Mortgage Note, the timing of principal or interest
payments on the Mortgage Loan, the term of the Mortgage Loan nor the
outstanding principal amount of the Mortgage Loan shall be changed.

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

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

         Section 4.13. Termination for Cause.

                  Any of the following occurrences shall constitute an event
of default (each, a "Servicer Event of Default") on the part of the Servicer:

                                   (1) any failure by the Servicer to remit
                           any payment required to be made under the terms of
                           this Agreement which continues unremedied for a
                           period of [two] Business Days after the date upon
                           which written notice of such failure, requiring the
                           same to be remedied, shall have been given to the
                           Servicer by the [____]; or

                                   (2) failure by the Servicer duly to observe
                           or perform in any material respect any other of the
                           covenants or agreements on the part of the Servicer
                           set forth in this Agreement (except with respect to
                           a failure related to a Limited Exchange Act
                           Reporting Obligation) which continues unremedied
                           for a period of [30] days after the date on which
                           written notice of such failure, requiring the same
                           to be remedied, shall have been given to the

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                           Servicer by the [____]; provided that the
                           [thirty-day] cure period shall not apply to the
                           failure to comply with the requirements set forth
                           in Section 10.04, Section 4.28 (with respect to
                           notice to the Depositor), Section 4.29 (with
                           respect to notice to the Depositor) or Article X,
                           for which the grace period shall not exceed the
                           lesser of 10 calendar days or such period in which
                           the applicable Exchange Act Report can be filed
                           timely (without taking into account any
                           extensions); or

                                   (3) failure by the Servicer to maintain its
                           license to do business or service residential
                           mortgage loans in any jurisdiction where the
                           Mortgaged Properties are located except where the
                           failure to so maintain such license does not have a
                           material adverse effect on the Servicer's ability
                           to service the Mortgage Loans; or

                                   (4) a decree or order of a court or agency
                           or supervisory authority having jurisdiction for
                           the appointment of a conservator or receiver or
                           liquidator in any insolvency, readjustment of debt,
                           including bankruptcy, 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 or unstayed for a period of [60] days;
                           or

                                   (5) the Servicer shall consent to the
                           appointment of a conservator or receiver or
                           liquidator 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

                                   (6) 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, bankruptcy or reorganization
                           statute, make an assignment for the benefit of its
                           creditors, voluntarily suspend payment of its
                           obligations or cease its normal business operations
                           for [three] Business Days; or

                                   (7) the Servicer ceases to be a FHA
                           Approved Mortgagee; or

                                   (8) the Servicer attempts to assign the
                           servicing of the Mortgage Loans or its right to
                           servicing compensation hereunder or the Servicer or
                           attempts to assign this Agreement or the servicing
                           responsibilities hereunder or to delegate its
                           duties

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<PAGE>

                           hereunder or any portion thereof in a manner not
                           permitted under this Agreement; or

                                   (9) the net worth of the Servicer shall be
                           less than $[15,000,000]; or

                                   (10) failure by the Servicer to duly
                           perform, within the required time period, its
                           obligations under Section 10.04 which failure
                           continues unremedied for a period of [7] days after
                           the date on which written notice of such failure,
                           requiring the same to be remedied, shall have been
                           given to the Servicer by the [____].

                  In the event of a Servicer Event of Default related to the
obligations set forth in Section 10.04, Section 4.28 (with respect to notice
to the Depositor), Section 4.29 (with respect to notice to the Depositor) and
Article X, the Servicer may only be terminated at the direction of the
Depositor.

                  Upon receipt by the Servicer of such written termination
notice, all authority and power of the Servicer, under this Agreement, whether
with respect to the Mortgage Loans or otherwise, shall pass to and be vested
in a successor servicer appointed by [____], in accordance with Section
[____]. Upon written request from the [____], the Servicer shall prepare,
execute and deliver to the successor servicer any and all documents and other
instruments, place in such successor's possession all Servicing Files, and do
or cause to be done all other acts or things necessary or appropriate to
effect the purposes of such notice of termination, including but not limited
to the transfer and endorsement or assignment of the Mortgage Loans and
related documents, at the Servicer's sole expense. The Servicer shall
cooperate with the Seller, the Indenture Trustee and such successor in
effecting the termination of the Servicer's responsibilities and rights
hereunder, including without limitation, the transfer to such successor for
administration by it of all cash amounts which shall at the time be credited
by the Servicer to the Collection Account or Escrow Account or thereafter
received with respect to the Mortgage Loans.

                  The Depositor shall not be entitled to terminate the rights
and obligations of the Servicer pursuant to subparagraph (2) if a failure of
the Servicer to identify a Subcontractor "participating in the servicing
function" within the meaning of Item 1122 of Regulation AB was attributable
solely to the role or functions of such Subcontractor with respect to mortgage
loans other than the Mortgage Loans.

         Section 4.14. Assumption of Servicing by Indenture Trustee, Successor
to Servicer.

         (a) In the event the Servicer shall for any reason no longer be the
Servicer (including by reason of any Servicer Event of Default under Section
7.01 of this Agreement), the Indenture Trustee shall thereupon assume all of
the rights and obligations of such Servicer hereunder. The Indenture Trustee,
its designee or any successor servicer appointed by the Indenture Trustee
shall be deemed to have assumed all of the Servicer's interest herein, except
that the Servicer shall not thereby be relieved of any liability or
obligations of the Servicer accruing prior to its replacement

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<PAGE>

as Servicer, and shall be liable to the Indenture Trustee, and hereby agrees
to indemnify and hold harmless the Indenture Trustee from and against all
costs, damages, expenses and liabilities (including reasonable attorneys'
fees) incurred by the Indenture Trustee as a result of such liability or
obligations of the Servicer and in connection with the Indenture Trustee's
assumption (but not its performance, except to the extent that costs or
liability of the Indenture Trustee are created or increased as a result of
negligent or wrongful acts or omissions of the Servicer prior to its
replacement as Servicer) of the Servicer's obligations, duties or
responsibilities thereunder.

         (b) Any successor servicer shall have the characteristics set forth
in clauses (i) and (ii) of the second paragraph of Section 4.28 and shall
succeed to all rights and assume all of the responsibilities, duties and
liabilities of the Servicer under this Agreement simultaneously with the
termination of the Servicer's responsibilities, duties and liabilities under
this Agreement. Any successor to the Servicer shall be subject to the approval
of the Indenture Trustee. Any approval of a successor servicer by the
Indenture Trustee, shall, if the successor servicer is not at that time a
servicer of other Mortgage Loans for the Trust, be conditioned upon the
receipt by the Seller, the Indenture Trustee and the Trust Administrator of a
letter from each Rating Agency to the effect that such transfer of servicing
will not result in a qualification, withdrawal or downgrade of the
then-current rating of any of the Notes. At least 15 calendar days prior to
the effective date of any such appointment, (x) the Indenture Trustee shall
provide written notice to the Depositor of such successor pursuant to this
Section 4.14 and (y) such successor servicer shall provide to the Depositor in
writing and in form and substance reasonably satisfactory to the Depositor,
all information reasonably requested by the Depositor in order to comply with
its reporting obligation under Item 6.02 of Form 8-K with respect to a
successor servicer. In the event that the Servicer's duties, responsibilities
and liabilities under this Agreement should be terminated pursuant to the
aforementioned sections, the Servicer shall discharge such duties and
responsibilities during the period from the date it acquires knowledge of such
termination until the effective date thereof with the same degree of diligence
and prudence which it is obligated to exercise under this Agreement (including
continuing to make Advances during such transition period pursuant to Section
5.05) and shall take no action whatsoever that might impair or prejudice the
rights or financial condition of its successor. The resignation or removal of
the Servicer pursuant to the aforementioned sections shall not become
effective until a successor shall be appointed pursuant to this Section
4.14(a) and shall in no event relieve the Servicer of the representations and
warranties made pursuant to Sections 4.02 and the remedies available to the
Indenture Trustee and the Seller under Sections 4.14(b) and 4.02(b) and (c),
it being understood and agreed that the provisions of such Sections 4.14(b)
and 4.02(b) and (c)] shall be applicable to the Servicer notwithstanding any
such resignation or termination of the Servicer, or the termination of this
Agreement. No successor servicer shall be responsible for the lack of
information and/or documents that it cannot otherwise obtain through
reasonable efforts.

                  Within a reasonable period of time, but in no event later
than [30] days following the appointment of a successor entity, the Servicer
shall prepare, execute and deliver to the successor entity any and all
documents and other instruments, place in such successor's possession all
Servicing Files, and do or cause to be done all other acts or things necessary
or appropriate to effect the purposes of such notice of termination, including
but not limited to the transfer of any Mortgage Notes and the related
documents. The Servicer shall cooperate with the Indenture Trustee or the
Seller, as applicable, and such successor in effecting the termination of the
Servicer's responsibilities and rights hereunder and the transfer of servicing
responsibilities

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<PAGE>

to the successor Servicer, including without limitation, the transfer to such
successor for administration by it of all cash amounts which shall at the time
be credited by the Servicer to the Escrow Account or thereafter received with
respect to the Mortgage Loans.

                  Any successor appointed as provided herein shall execute,
acknowledge and deliver to the Indenture Trustee, the Servicer, the Trust
Administrator and the Seller an instrument (i) accepting such appointment,
wherein the successor shall make the representations and warranties set forth
in Section 4.02(a) and provide for the same remedies set forth in such Section
herein and (ii) an assumption of the due and punctual performance and
observance of each covenant and condition to be performed and observed by the
Servicer under this Agreement, whereupon such successor shall become fully
vested with all the rights, powers, duties, responsibilities, obligations and
liabilities of the Servicer, with like effect as if originally named as a
party to this Agreement. Any termination or resignation of the Servicer or
termination of this Agreement pursuant to Sections 4.02, 4.28 and 4.13 shall
not affect any claims that the Seller, the Indenture Trustee or the Trust
Administrator may have against the Servicer arising out of the Servicer's
actions or failure to act prior to any such termination or resignation.

                  The Servicer shall deliver promptly to the successor
servicer the funds in the Escrow Account(s) and all Mortgage Loan documents
and related documents and statements held by it hereunder and the Servicer
shall account for all funds and shall execute and deliver such instruments and
do such other things as may reasonably be required to more fully and
definitively vest in the successor all such rights, powers, duties,
responsibilities, obligations and liabilities of the Servicer.

                  Upon a successor's acceptance of appointment as such, it
shall notify the Indenture Trustee, the Trust Administrator, the Seller and
the Depositor of such appointment.

         (c) Costs. The Seller shall pay the legal fees and expenses of its
attorneys. Costs and expenses incurred in connection with the transfer of the
servicing responsibilities, including fees for delivering Servicing Files,
shall be paid by (i) the terminated or resigning Servicer if such termination
or resignation is a result of an occurrence of a termination event under
Section 4.02(b) or 4.13, and (ii) to the extent not paid by such Servicer, and
in all other cases, by the Trust.

         Section 4.15. [Reserved]

         Section 4.16. Release of Mortgage Files.

         (a) Upon (i) becoming aware of the payment in full of any Mortgage
Loan or (ii) the receipt by the Servicer of a notification that payment in
full has been or will be escrowed in a manner customary for such purposes, the
Servicer will promptly notify the Indenture Trustee by a certification (which
certification shall include a statement to the effect that all amounts
received in connection with such payment that are required to be deposited in
the Collection Account maintained by the Trust Administrator pursuant to
Section 4.07 have been or will be so deposited) of a Servicing Officer and
shall request the Indenture Trustee to deliver to the Servicer the related
Mortgage File. Upon receipt of such certification and request, the Indenture

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<PAGE>

Trustee shall promptly release the related Mortgage File to the Servicer and
the Indenture Trustee shall have no further responsibility with regard to such
Mortgage File. Upon any such payment in full, the Servicer is authorized to
give, as agent for the Indenture Trustee, as the mortgagee under the Mortgage
that secured the Mortgage Loan, an instrument of satisfaction (or assignment
of mortgage without recourse) regarding the Mortgaged Property subject to the
Mortgage, which instrument of satisfaction or assignment, as the case may be,
shall be delivered to the Person or Persons entitled thereto against receipt
therefor of such payment, it being understood and agreed that no expenses
incurred in connection with such instrument of satisfaction or assignment, as
the case may be, shall be chargeable to the Collection Account.

         (b) From time to time and as appropriate for the servicing or
foreclosure of any Mortgage Loan, the Indenture Trustee shall execute such
documents as shall be prepared and furnished to the Indenture Trustee by the
Servicer (in a form reasonably acceptable to the Indenture Trustee) and as are
necessary for the prosecution of any such proceedings. The Indenture Trustee
shall, upon request of the Servicer and delivery to the Indenture Trustee of a
trust receipt signed by a Servicing Officer, release the related Mortgage File
held in its possession or control to the Servicer. Such trust receipt shall
obligate the Servicer to return the Mortgage File to the Indenture Trustee
when the need therefor by the Servicer no longer exists unless the Mortgage
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 by the Indenture Trustee to the Servicer.

         Section 4.17. Documents, Records and Funds in Possession of Servicer
To Be Held for Indenture Trustee.

         (a) The Servicer shall transmit to the Indenture Trustee such
documents and instruments coming into the possession of the Servicer from time
to time as are required by the terms hereof to be delivered to the Indenture
Trustee. Any funds received by the Servicer in respect of any Mortgage Loan or
which otherwise are collected by the Servicer as Liquidation Proceeds or
Insurance Proceeds in respect of any Mortgage Loan shall be held for the
benefit of the Indenture Trustee and the Noteholders subject to the Servicer's
right to retain or withdraw amounts provided in this Agreement and to retain
its Servicing Fee and other amounts as provided herein. The Servicer shall
provide access to information and documentation regarding the Mortgage Loans
to the Indenture Trustee, their respective agents and accountants at any time
upon reasonable request and during normal business hours, and to Noteholders
that are savings and loan associations, banks or insurance companies, the
Office of Thrift Supervision, the FDIC and the supervisory agents and
examiners of such Office and Corporation or examiners of any other federal or
state banking or insurance regulatory authority if so required by applicable
regulations of the Office of Thrift Supervision or other regulatory authority,
such access to be afforded without charge but only upon reasonable request in
writing and during normal business hours at the offices of the Servicer
designated by it. In fulfilling such a request the Servicer shall not be
responsible for determining the sufficiency of such information.

         (b) All Mortgage Files and funds collected or held by, or under the
control of, the Servicer, in respect of any Mortgage Loans, whether from the
collection of principal and interest payments or from Liquidation Proceeds or
Insurance Proceeds, shall be held by the Servicer for and on behalf of the
Indenture Trustee as the Indenture Trustee's agent and bailee for purposes of

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perfecting the Indenture Trustee's security interest therein as provided by
relevant Uniform Commercial Code or laws; provided, however, that the Servicer
shall be entitled to setoff against, and deduct from, any such funds any
amounts that are properly due and payable to the Servicer under this Agreement
and shall be authorized to remit such funds to the Trust Administrator in
accordance with this Agreement.

         (c) The Servicer hereby acknowledges that concurrently with the
execution of this Agreement, the Indenture Trustee shall own or, to the extent
that a court of competent jurisdiction shall deem the conveyance of the
Mortgage Loans from the Seller to the Depositor not to constitute a sale, the
Indenture Trustee shall have a security interest in the Mortgage Loans and in
all Mortgage Files representing such Mortgage Loans and in all funds and
investment property now or hereafter held by, or under the control of, the
Servicer that are collected by the Servicer in connection with the Mortgage
Loans, whether as scheduled installments of principal and interest or as full
or partial prepayments of principal or interest or as Liquidation Proceeds or
Insurance Proceeds or otherwise, and in all proceeds of the foregoing and
proceeds of proceeds (but excluding any fee or other amounts to which the
Servicer is entitled to hereunder); and the Servicer agrees that so long as
the Mortgage Loans are assigned to and held by the Indenture Trustee, all
documents or instruments constituting part of the Mortgage Files, and such
funds relating to the Mortgage Loans which come into the possession or custody
of, or which are subject to the control of, the Servicer shall be held by the
Servicer for and on behalf of the Indenture Trustee as the Indenture Trustee's
agent and bailee for purposes of perfecting the Indenture Trustee's security
interest therein as provided by the applicable Uniform Commercial Code or
other applicable laws.

         Section 4.18. Opinion. On or before the Closing Date, the Servicer
shall cause to be delivered to the Depositor, the Seller, the Indenture
Trustee, the Issuer and the Trust Administrator one or more Opinions of
Counsel, dated the Closing Date, in form and substance reasonably satisfactory
to the Depositor, as to the due authorization, execution and delivery of this
Agreement by the Servicer and the enforceability thereof.

         Section 4.19. [Reserved]

         Section 4.20. [Reserved]

         Section 4.21. [Reserved]

         Section 4.22. Indenture Trustee To Retain Possession of Certain
Insurance Policies and Documents. The Indenture Trustee shall retain
possession and custody of the originals of the primary mortgage insurance
policies or certificate of insurance if applicable and any certificates of
renewal as to the foregoing as may be issued from time to time as contemplated
by this Agreement. Until all amounts payable in respect of the Notes have been
paid in full and the Servicer otherwise has fulfilled its obligations under
this Agreement, the Indenture Trustee shall also retain possession and custody
of each Mortgage File in accordance with and subject to the terms and
conditions of this Agreement. The Servicer shall promptly deliver or cause the
Servicer to deliver to the Indenture Trustee, upon the execution or receipt
thereof the originals of the primary mortgage insurance policies and any
certificates of renewal thereof, and such other

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documents or instruments that constitute portions of the Mortgage File that
come into the possession of the Servicer from time to time.

         Section 4.23. Compensation to the Servicer. [Pursuant to Section
4.07(d), all income and gain realized from any investment of funds in the
Collection Account shall be for the benefit of the Servicer as compensation.
Notwithstanding the foregoing, the Servicer shall deposit in the Collection
Account, on or before the related Payment Date, an amount equal to the lesser
of (i) its servicing compensation with respect to such Payment Date and (ii)
the amount of any Compensating Interest Payment required to be paid by the
Servicer with respect to such Payment Date pursuant to this Agreement. [As
consideration for servicing the Mortgage Loans subject to this Agreement, the
Servicer shall be paid in the aggregate the relevant Servicing Fee for each
Mortgage Loan remaining subject to this Agreement during any month or part
thereof. Such Servicing Fee shall be payable monthly and retained by the
Servicer, or as otherwise provided in Section 4.08(i)]. The obligation of the
Issuer to pay the Servicing Fee is limited to, and the Servicing Fee is
payable from, the interest portion (including recoveries with respect to
interest from Liquidation Proceeds) of such Scheduled Payment collected by the
Servicer, or as otherwise provided in Section 4.08(i). Additional servicing
compensation in the form of Ancillary Income shall be retained by the Servicer
and is not required to be deposited in the Collection Account.

                  The Servicer shall be required to pay all expenses incurred
by it in connection with its servicing activities hereunder and shall not be
entitled to reimbursement thereof except as specifically provided for herein.

                  The Servicing Fee payable to or retained by the Servicer
with respect to any Collection Period shall be reduced by the aggregate
Prepayment Interest Shortfall Amount for the related Prepayment Period
required to be deposited in the Collection Account on the related Servicer
Remittance Date. The Servicer shall be obligated to remit on each Servicer
Remittance Date the aggregate Prepayment Interest Shortfall Amount, only up to
an amount equal to in the aggregate the Servicing Fee the Servicer is entitled
to receive for such Collection Period.] 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 except as provided in this
Agreement.]

         Section 4.24. [Reserved]

         Section 4.25. Reports to the Indenture Trustee.

         (a) Not later than [30] days after each Payment Date, the Trust
Administrator shall, upon request, forward to the Indenture Trustee a
statement, deemed to have been certified by a officer of the Trust
Administrator, setting forth the status of the Collection Account maintained
by the Trust Administrator as of the close of business on the related Payment
Date, indicating that all payments required by this Agreement to be made by
the Trust Administrator have been made (or if any required payment has not
been made by the Trust Administrator, specifying the nature and status
thereof) and showing, for the period covered by such statement, the aggregate
of deposits into and withdrawals from the Collection Account maintained by the
Trust Administrator. Copies of such statement shall be provided by the Trust
Administrator, upon

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<PAGE>

request, to the Depositor, Attention: _______ 200_-__ and any Noteholders (or
by the Indenture Trustee at the Trust Administrator's expense if the Trust
Administrator shall fail to provide such copies to the Noteholders (unless (i)
the Trust Administrator shall have failed to provide the Indenture Trustee
with such statement or (ii) the Indenture Trustee has no actual knowledge of
the Trust Administrator's failure to provide such statement)).

         (b) Not later than [two] Business Days following each Payment Date,
the Trust Administrator shall deliver to one Person designated by the
Depositor, in a format consistent with other electronic loan level reporting
supplied by the Servicer in connection with similar transactions, "loan level"
information with respect to the Mortgage Loans as of the related Determination
Date, to the extent that such information has been provided to the Servicer or
by the Depositor.

         (c) All information, reports and statements prepared by the Servicer
under this Agreement shall be based on information supplied to the Servicer
without independent verification thereof and the Servicer shall be entitled to
rely on such information.

         Section 4.26. Annual Officer's Certificate as to Compliance.

         (a) The Servicer shall deliver to the Indenture Trustee and the
Depositor no later than the 15th of March of each calendar year, commencing in
March 200_, an Officer's Certificate, certifying that with respect to the
period ending on the immediately preceding December 31: (i) a review of the
activities of such Person during the preceding calendar year or portion
thereof has been made under such Servicing Officer's supervision and (ii) to
the best of such Servicing Officer's knowledge, based on such review, such
Person has fulfilled its obligations under this Agreement in all material
respects throughout such year, or, if there has been a failure to fulfill any
such obligation in any material respect, specifying each such failure known to
such Servicing Officer and the nature and status thereof.

         (b) Copies of such statements shall be provided to any Noteholder
upon request, by the Servicer or by the Indenture Trustee at the Servicer's
expense if the Servicer failed to provide such copies (unless (i) the Servicer
shall have failed to provide the Indenture Trustee with such statement or (ii)
the Indenture Trustee has no actual knowledge of the Servicer's failure to
provide such statement).

         Section 4.27. Inspection.

                  The Servicer shall provide the Indenture Trustee, upon
[five] Business Days' advance notice, during normal business hours, access to
all records maintained by the Servicer in respect of its rights and
obligations hereunder and reasonable access to officers of the Servicer
responsible for such obligations. Upon request, the Servicer shall furnish to
the Indenture Trustee its most recent publicly available financial statements
and such other information relating to its capacity to perform its obligations
under this Agreement. Notwithstanding anything to the contrary in this Section
4.27, nothing in this Agreement shall limit the obligation of the Servicer to
observe any applicable law prohibiting disclosure of information regarding the
Mortgagors and the failure of the Servicer to provide access as provided in
this Section 4.27 as a result of such obligation shall not constitute a breach
of this Section 4.27.

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         Section 4.28. Merger or Consolidation. Any Person into which the
Servicer may be merged or consolidated, or any Person resulting from any
merger, conversion, other change in form or consolidation to which the
Servicer shall be a party, or any Person succeeding to the business of the
Servicer, shall be the successor to 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; provided,
however, that the successor or resulting Person to the Servicer shall be a
Person that shall be qualified and approved (or that have an Affiliate that is
qualified and approved) to service mortgage loans for Fannie Mae or FHLMC and
shall have a net worth of not less than $[15,000,000].

                  As a condition to the effectiveness of any merger or
consolidation, at least 15 calendar days prior to the effective date of any
merger or consolidation of the Servicer, the Servicer shall provide (x)
written notice to the Depositor of any successor pursuant to this Section and
(y) in writing and in form and substance reasonably satisfactory to the
Depositor, all information reasonably requested by the Depositor in order to
comply with its reporting obligation under Item 6.02 of Form 8-K with respect
to the resignation of the Servicer.

         Section 4.29. Resignation of Servicer. Except as otherwise provided
in Sections 4.28 and this Section 4.29 hereof, the Servicer shall not resign
from the obligations and duties hereby imposed on it unless it determines that
the Servicer's duties hereunder are no longer permissible under applicable law
or are in material conflict by reason of applicable law with any other
activities carried on by it and cannot be cured. Any such determination
permitting the resignation of the Servicer shall be evidenced by an Opinion of
Counsel that shall be Independent to such effect delivered to the Indenture
Trustee. No such resignation shall become effective until (a) the Indenture
Trustee shall have assumed, or a successor servicer shall have been appointed
by the Indenture Trustee and until such successor shall have assumed, the
Servicer's responsibilities and obligations under this Agreement and (b) the
Depositor shall have received the information described in the following
sentence. As a condition to the effectiveness of any such resignation, at
least 15 calendar days prior to the effective date of such resignation, the
Servicer shall provide (x) written notice to the Depositor of any successor
pursuant to this Section and (y) in writing and in form and substance
reasonably satisfactory to the Depositor, all information reasonably requested
by the Depositor in order to comply with its reporting obligation under Item
6.02 of Form 8-K with respect to a successor servicer. Notice of such
resignation shall be given promptly by the Servicer and the Depositor to the
Indenture Trustee.

         Section 4.30. Assignment or Delegation of Duties by the Servicer.
Except as expressly provided herein, the Servicer shall not assign or transfer
any of its rights, benefits or privileges hereunder to any other Person, or
delegate to or subcontract with, or authorize or appoint any other Person to
perform any of the duties, covenants or obligations to be performed by the
Servicer hereunder, unless the Indenture Trustee and the Depositor shall have
consented to such action; provided, however, that the Servicer shall have the
right without the prior written consent of the Indenture Trustee or the
Depositor to delegate or assign to or subcontract with or authorize or appoint
an Affiliate of the Servicer to perform and carry out any duties, covenants or
obligations to be performed and carried out by the Servicer hereunder. In no
case, however, shall any such delegation, subcontracting or assignment to an
Affiliate of the Servicer relieve the Servicer of any liability hereunder.
Notice of such permitted assignment shall be given promptly by the Servicer to
the Depositor and the Indenture Trustee. If, pursuant to any provision hereof,

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the duties of the Servicer are transferred to a successor servicer, the entire
amount of compensation payable to the Servicer pursuant hereto, including
amounts payable to or permitted to be retained or withdrawn by the Servicer
pursuant to Section 4.23 hereof, shall thereafter be payable to such successor
servicer.

         Section 4.31. Limitation on Liability of the Servicer and Others.

         (a) The Servicer undertakes to perform such duties and only such
duties as are specifically set forth in this Agreement.

         (b) No provision of this Agreement shall be construed to relieve the
Servicer from liability for its own negligent action, its own negligent
failure to act or its own willful misconduct; provided, however, that the
duties and obligations of the Servicer shall be determined solely by the
express provisions of this Agreement, the Servicer shall not be liable except
for the performance of such duties and obligations as are specifically set
forth in this Agreement; no implied covenants or obligations shall be read
into this Agreement against the Servicer and, in absence of bad faith on the
part of the Servicer, the Servicer may conclusively rely, as to the truth of
the statements and the correctness of the opinions expressed therein, upon any
certificates or opinions furnished to the Servicer and conforming to the
requirements of this Agreement.

         (c) Neither the Servicer nor any of the directors, officers,
employees or agents of the Servicer shall be under any liability to the
Indenture Trustee or the Noteholders for any action taken or for refraining
from the taking of any action in good faith pursuant to this Agreement, or for
errors in judgment; provided, however, that this provision shall not protect
the Servicer or any such person against any liability that would otherwise be
imposed by reason of willful misfeasance, bad faith or negligence in its
performance of its duties or by reason of reckless disregard for its
obligations and duties under this Agreement. The Servicer and any director,
officer, employee or agent of the Servicer shall be entitled to
indemnification by the Trust Estate and will be held harmless against any
loss, liability or expense incurred in connection with any legal action
relating to this Agreement, the Notes or any other Operative Agreement other
than any loss, liability or expense incurred by reason of willful misfeasance,
bad faith or negligence in the performance of his or its duties hereunder or
by reason of reckless disregard of his or its obligations and duties
hereunder. The Servicer and any director, officer, 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 shall be under no obligation to appear in, prosecute
or defend any legal action that is not incidental to its duties to service the
Mortgage Loans in accordance with this Agreement and that in its opinion may
involve it in any expenses or liability; provided, however, that the Servicer
may in its sole discretion undertake any such action that it may deem
necessary or desirable with respect to this Agreement and the rights and
duties of the parties hereto and the interests of the Noteholders hereunder.
In such event, the legal expenses and costs of such action and any liability
resulting therefrom shall be expenses, costs and liabilities of the Issuer and
the Servicer shall be entitled to be reimbursed therefor out of the Collection
Account it maintains as provided by Section 4.14.

         Section 4.32. Indemnification; Third Party Claims. The Servicer
agrees to indemnify the Depositor, the Issuer, the Indenture Trustee, the
Owner Trustee and the Servicer and hold them

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<PAGE>

harmless against any and all claims, losses, penalties, fines, forfeitures,
legal fees and related costs, judgments, and any other costs, liability, fees
and expenses that the Depositor, the Issuer, the Indenture Trustee, the Owner
Trustee or the Servicer may sustain as a result of the failure of the Servicer
to perform its duties and service the Mortgage Loans in compliance with the
terms of this Agreement. The Depositor, the Issuer, the Indenture Trustee, the
Owner Trustee and the Servicer shall immediately notify the Servicer if a
claim is made by a third party with respect to this Agreement, the Mortgage
Loans entitling the Depositor, the Issuer, the Indenture Trustee, the Owner
Trustee or the Servicer to indemnification under this Section 4.32, whereupon
the Servicer shall assume the defense of any such claim and pay all expenses
in connection therewith, including counsel fees, and promptly pay, discharge
and satisfy any judgment or decree which may be entered against it or them in
respect of such claim. The failure to provide such immediate notice shall not
affect the Servicer's obligation pursuant to this Section 4.32 to indemnify
the Depositor, the Issuer, the Indenture Trustee, the Owner Trustee and the
Servicer, except to the extent that the Servicer is materially prejudiced by
such failure to notify.

         Section 4.33. Alternative Index. In the event that the Servicer
notifies the Servicer in writing that the Index for any Mortgage Loan, as
specified in the related Mortgage Note, becomes unavailable for any reason,
the Servicer shall select an alternative index in accordance with the terms of
such Mortgage Note or, if such Mortgage Note does not make provision for the
selection of an alternative index in such event, the Servicer shall, subject
to applicable law, select an alternative index based on information comparable
to that used in connection with the original Index and, in either case, such
alternative index shall thereafter be the Index for such Mortgage Loan.

         Section 4.34. Miscellaneous Servicing Provisions.

         (a) Protection of Confidential Information. The Servicer shall keep
confidential and shall not divulge to any party, without the Seller's prior
written consent, any nonpublic information pertaining to the Mortgage Loans or
any borrower thereunder, except to the extent that it is appropriate for the
Servicer to do so in working with legal counsel, special servicers, auditors,
taxing authorities or other governmental agencies.

         (b) No Personal Solicitation. For as long as the Servicer services
the Mortgage Loans, it covenants that it will not, and that it will ensure
that its affiliates and agents will not, directly solicit or provide
information for any other party to solicit for prepayment or refinancing of
any of the Mortgage Loans by the related mortgagors. It is understood that
promotions undertaken by the Servicer which are directed to the general public
at large, or certain segments thereof, shall not constitute solicitation as
that term is used in this Section 4.34(b).

         (c) Intention of the Parties. It is the intention of the Seller and
the Servicer that the Seller is conveying, and the Servicer is receiving, only
a contract for servicing the Mortgage Loans. Accordingly, the parties hereby
acknowledge that the Trust remains the sole and absolute owner of the Mortgage
Loans (other than the servicing rights) and all rights related thereto,
subject to the lien of the Indenture.

         Section 4.35. [Reserved].

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                                  ARTICLE V

                       DEPOSITS AND PAYMENTS TO HOLDERS

         Section 5.01. The Collection Account.

         (a) The Trust Administrator shall establish and maintain in the name
of the Notes Intermediary the Collection Account as provided in Section 4.07,
which account shall be pledged to the Indenture Trustee for the benefit of the
Noteholders.

         (b) The Trust Administrator shall make withdrawals from the
Collection Account only for the purposes set forth in Section 4.08.

         Section 5.02. Payments from the Collection Account.

         (a) [On each Payment Date, the Trust Administrator (or the Paying
Agent on behalf of the Trust Administrator) shall withdraw from the Collection
Account the Total Remittance Amount (to the extent such amount is on deposit
in the Collection Account) and shall pay such amount as specified in this
Section. All allocations and payments made between and with respect to [Pool
1], [Pool 2] and [Pool 3] in this Section shall be made concurrently.]

         (b) [On each Payment Date, the Trust Administrator (or the Paying
Agent on behalf of the Trust Administrator) shall pay the Interest Remittance
Amount for [Pool 1] for such date [in the following order of priority] in
accordance with the report of the Trust Administrator:

                  (i) from the Interest Remittance Amount for [Pool 1],
         [concurrently] to the [Class AF-5B] Insurer, the [Class AF-5B]
         Premium for such Payment Date and to each Class of [Group AF] Notes,
         the Current Interest and Interest Carry Forward Amount for each such
         Class and such Payment Date, [pro rata], based on their respective
         entitlements,

                  (ii) from the remaining Interest Remittance Amount for [Pool
         1], [sequentially]:

                           (a) to the [Class AF-5B] Insurer, any [Class AF-5B]
                           Reimbursement Amount,

                           (b) to the [Class MF-1] Notes, the Current Interest
                           for such Class,

                           (c) to the [Class MF-2] Notes, the Current Interest
                           for such Class,

                           (d) to the [Class MF-3] Notes, the Current Interest
                           for such Class,

                           (e) to the [Class MF-4] Notes, the Current Interest
                           for such Class,

                           (f) to the [Class MF-5] Notes, the Current Interest
                           for such Class,

                           (g) to the [Class MF-6] Notes, the Current Interest
                           for such Class,

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<PAGE>

                           (h) to the [Class MF-7] Notes, the Current Interest
                           for such Class,

                           (i) to the [Class MF-8] Notes, the Current Interest
                           for such Class,

                           (j) to the Class [BF] Notes, the Current Interest
                           for such Class, and

                           (k) [any remainder as part of the Fixed Rate Pool
                           Excess Cashflow.]

         (c) [On each Payment Date, the Trust Administrator (or the Paying
Agent on behalf of the Trust Administrator) shall pay the Interest Remittance
Amount for [Pool 2] and [Pool 3] for such date [in the following order of
priority] in accordance with the report of the Trust Administrator:

                  (i) [concurrently]:

                           (a) from Interest Remittance Amount for [Pool 2],
                           [concurrently] to each Class of [Group 2-AV] Notes,
                           the Current Interest and Interest Carry Forward
                           Amount for each such Class and such Payment Date,
                           [pro rata], based on their respective entitlements,

                           (b) from Interest Remittance Amount for [Pool 3],
                           [concurrently] to each Class of [Group 3-AV] Notes,
                           the Current Interest and Interest Carry Forward
                           Amount for each such Class and such Payment Date,
                           [pro rata], based on their respective entitlements,

                  (ii) from the remaining Interest Remittance Amount for [Pool
         2] and [Pool 3], to each Class of [Group AV] Notes, any remaining
         Current Interest and Interest Carry Forward Amount not paid pursuant
         to Section 5.02(c)(i), [pro rata], based on the Note Principal
         Amounts thereof, to the extent needed to pay any Current Interest and
         Interest Carry Forward Amount for each such Class; provided that
         Interest Remittance Amount remaining after such allocation to pay any
         Current Interest and Interest Carry Forward Amount based on the Note
         Principal Amounts of the Notes will be distributed to each Class of
         [Group AV] Notes with respect to which there remains any unpaid
         Current Interest and Interest Carry Forward Amount (after the
         distribution based on Note Principal Amounts), [pro rata], based on
         the amount of such remaining unpaid Current Interest and Interest
         Carry Forward Amount,

                  (iii) from the remaining Interest Remittance Amount for
         [Pool 2] and [Pool 3], [sequentially]:

                           (a) to the [Class MV-1] Notes, the Current Interest
                           for such Class,

                           (b) to the [Class MV-2] Notes, the Current Interest
                           for such Class,

                           (c) to the [Class MV-3] Notes, the Current Interest
                           for such Class,

                           (d) to the [Class MV-4] Notes, the Current Interest
                           for such Class,

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<PAGE>

                           (e) to the [Class MV-5] Notes, the Current Interest
                           for such Class,

                           (f) to the [Class MV-6] Notes, the Current Interest
                           for such Class,

                           (g) to the [Class MV-7] Notes, the Current Interest
                           for such Class,

                           (i) to the [Class MV-8] Notes, the Current Interest
                           for such Class,

                           (j) to the Class [BV] Notes, the Current Interest
                           for such Class, and

                           (k) [any remainder as part of the Adjustable Rate
                           Pool Excess Cashflow.]

         (d) [On each Payment Date, the Trust Administrator (or the Paying
Agent on behalf of the Trust Administrator) shall pay the Principal Remittance
Amount for [Pool 1] (with the Principal Distribution Amount exclusive of the
portion thereof consisting of the Extra Principal Distribution Amount being
applied first and the Extra Principal Distribution Amount being applied
thereafter) for such date in accordance with the report of the Trust
Administrator [as follows]:

                  (i) with respect to any Payment Date prior to the Fixed Rate
         Stepdown Date or on which a Fixed Rate Trigger Event is in effect,
         from the Principal Distribution Amount for [Pool 1], [sequentially]:

                           (A) to the [Class AF] Notes and to the [Class
                           AF-5B] Insurer, in the order and priorities set
                           forth in clause (3)(A) below,

                           (B) to the [Class MF-1] Notes, until the Note
                           Principal Amount thereof is reduced to zero,

                           (C) to the [Class MF-2] Notes, until the Note
                           Principal Amount thereof is reduced to zero,

                           (D) to the [Class MF-3] Notes, until the Note
                           Principal Amount thereof is reduced to zero,

                           (E) to the [Class MF-4] Notes, until the Note
                           Principal Amount thereof is reduced to zero,

                           (F) to the [Class MF-5] Notes, until the Note
                           Principal Amount thereof is reduced to zero,

                           (G) to the [Class MF-6] Notes, until the Note
                           Principal Amount thereof is reduced to zero,

                           (H) to the [Class MF-7] Notes, until the Note
                           Principal Amount thereof is reduced to zero,

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<PAGE>

                           (I) to the [Class MF-8] Notes, until the Note
                           Principal Amount thereof is reduced to zero,

                           (J) to the [Class BF] Notes, until the Note
                           Principal Amount thereof is reduced to zero, and

                           (K) [any remainder as part of the Fixed Rate Pool
                           Excess Cashflow].

                  (ii) with respect to any Payment Date on or after the Fixed
         Rate Stepdown Date and so long as a Fixed Rate Trigger Event is not
         in effect from the Principal Distribution Amount for [Pool 1],
         [sequentially]:

                           (A) in an amount up to the [Group AF] Principal
                           Distribution Amount, to the [Group AF] Notes in the
                           order and priorities set forth in clause (iii)(B)
                           below, until the Note Principal Amounts thereof are
                           reduced to zero,

                           (B) to the [Class AF-5B] Insurer, any remaining
                           [Class AF-5B] Premium and any remaining [Class
                           AF-5B] Reimbursement Amount, in each case that has
                           not been paid from Interest Remittance Amount for
                           [Pool 1] for such Payment Date,

                           (C) to the [Class MF-1] Notes, the Fixed Rate
                           Subordinate Class Principal Distribution Amount for
                           such Class until the Note Principal Amount thereof
                           is reduced to zero,

                           (D) to the [Class MF-2] Notes, the Fixed Rate
                           Subordinate Class Principal Distribution Amount for
                           such Class until the Note Principal Amount thereof
                           is reduced to zero,

                           (E) to the [Class MF-3] Notes, the Fixed Rate
                           Subordinate Class Principal Distribution Amount for
                           such Class until the Note Principal Amount thereof
                           is reduced
                           to zero,

                           (F) to the [Class MF-4] Notes, the Fixed Rate
                           Subordinate Class Principal Distribution Amount for
                           such Class until the Note Principal Amount thereof
                           is reduced to zero,

                           (G) to the [Class MF-5] Notes, the Fixed Rate
                           Subordinate Class Principal Distribution Amount for
                           such Class until the Note Principal Amount thereof
                           is reduced
                           to zero,

                           (H) to the [Class MF-6] Notes, the Fixed Rate
                           Subordinate Class Principal Distribution Amount for
                           such Class until the Note Principal Amount thereof
                           is reduced to zero,

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<PAGE>

                           (I) to the [Class MF-7] Notes, the Fixed Rate
                           Subordinate Class Principal Distribution Amount for
                           such Class until the Note Principal Amount thereof
                           is reduced to zero,

                           (J) to the [Class MF-8] Notes, the Fixed Rate
                           Subordinate Class Principal Distribution Amount for
                           such Class until the Note Principal Amount thereof
                           is reduced to zero,

                           (K) to the [Class BF] Notes, the Fixed Rate
                           Subordinate Class Principal Distribution Amount for
                           such Class until the Note Principal Amount thereof
                           is reduced to zero, and

                           (L) [any remainder as part of the Fixed Rate Pool
                           Excess Cashflow].

                  (iii) On each Payment Date on which any principal amounts
         are to be distributed to the [Group AF] Notes and the [Class AF-5B]
         Insurer pursuant to clause (i)(A) or to the [Group AF] Notes pursuant
         to clause (ii)(A) above, such amounts shall be distributed to the
         [Group AF] Notes and, if applicable, the [Class AF-5B] Insurer, [in
         the following order of priority]:

                           (A) For each Payment Date prior to the Fixed Rate
                           Stepdown Date or on which a Fixed Rate Trigger
                           Event is in effect,

                                    (1) the NAS Principal Distribution Amount
                                    to the [Class AF-6] Notes, until the Note
                                    Principal Amount thereof is reduced to
                                    zero,

                                    (2) [concurrently], to the [Class AF-1A]
                                    and [Class AF-1B] Notes, [pro rata] based
                                    on their respective Note Principal
                                    Amounts, until their respective Note
                                    Principal Amounts are reduced to zero,

                                    (3) [sequentially], to the [Class AF-2],
                                    [Class AF-3] and [Class AF-4] Notes, in
                                    that order, in each case until the Note
                                    Principal Amount thereof is reduced to
                                    zero,

                                    (4) [concurrently], to the [Class AF-5A]
                                    Notes and the [Class AF-5B] Insurer, [pro
                                    rata] (based on, with respect to clause
                                    (x), the Note Principal Amount of the
                                    [Class AF-5A] Notes, and with respect to
                                    clause (y), the Note Principal Amount of
                                    the [Class AF-5B] Notes):

                                            (a) to the [Class AF-5A] Notes,
                                            until the Note Principal Amount
                                            thereof is reduced to zero, and

                                            (b) [sequentially]:

                                                     (i) to the [Class AF-5B]
                                                     Insurer, any remaining
                                                     [Class AF-5B] Premium
                                                     that has not been paid
                                                     from

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<PAGE>

                                                     Interest Remittance
                                                     Amount for [Pool 1] for
                                                     such Payment Date, and

                                                     (ii) to the [Class AF-5B]
                                                     Notes, until the Note
                                                     Principal Amount thereof
                                                     is reduced to zero,

                                    (5) to the [Class AF-6] Notes without
                                    regard to the NAS Principal Distribution
                                    Amount, until the Note Principal Amount
                                    thereof is reduced to zero, and

                                    (6) to the [Class AF-5B] Insurer, any
                                    remaining [Class AF-5B] Reimbursement
                                    Amount that has not been paid from
                                    Interest Remittance Amount for [Pool 1]
                                    for such Payment Date.

                           (B) For each Payment Date on or after the Fixed
                           Rate Stepdown Date and so long as a Fixed Rate
                           Trigger Event is not in effect,

                                    (1) the NAS Principal Distribution Amount
                                    to the [Class AF-6] Notes, until the Note
                                    Principal Amount thereof is reduced to
                                    zero,

                                    (2) [concurrently], to the [Class AF-1A]
                                    and [Class AF-1B] Notes, [pro rata] based
                                    on their respective Note Principal
                                    Amounts, until their respective Note
                                    Principal Amounts are reduced to zero,

                                    (3) [sequentially], to the [Class AF-2],
                                    [Class AF-3] and [Class AF-4] Notes, in
                                    that order, in each case until the Note
                                    Principal Amount thereof is reduced to
                                    zero,

                                    (4) [concurrently], to the [Class AF-5A]
                                    Notes and the [Class AF-5B] Notes, [pro
                                    rata], based on the Note Principal Amounts
                                    thereof, until the Note Principal Amounts
                                    thereof are reduced to zero, and

                                    (5) to the [Class AF-6] Notes without
                                    regard to the NAS Principal Distribution
                                    Amount, until the Note Principal Amount
                                    thereof is reduced to zero.

         [Notwithstanding the foregoing order of priority, on any Payment Date
on which the aggregate Note Principal Amount of the [Group AF] Notes is
greater than the sum of the aggregate Stated Principal Balance of the Mortgage
Loans in [Pool 1] and any amount on deposit in the Supplemental Loan Account
in respect of [Pool 1], any principal amounts to be distributed to the [Group
AF] Notes and the [Class AF-5B] Insurer shall be distributed first,
[concurrently] to each Class of [Group AF] Notes, [pro rata], based on the
Note Principal Amounts thereof, in each case until the Note Principal Amount
thereof is reduced to zero, and second, to the [Class AF-5B] Insurer, any
remaining [Class AF-5B] Premium and any remaining [Class AF-5B] Reimbursement
Amount].]

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<PAGE>

         (e) [On each Payment Date, the Trust Administrator (or the Paying
Agent on behalf of the Trust Administrator) shall pay the Principal Remittance
Amount for [Pool 2] and [Pool 3] (with the Principal Distribution Amount
exclusive of the portion thereof consisting of the Extra Principal
Distribution Amount being applied first and the Extra Principal Distribution
Amount being applied thereafter) for such date in accordance with the report
of the Trust Administrator [as follows]:

                  (i) with respect to any Payment Date prior to the Adjustable
                  Rate Stepdown Date or on which an Adjustable Rate Trigger
                  Event is in effect, [sequentially]:

                           (A) [concurrently]:

                                    (1) from the Principal Distribution Amount
                                    for [Pool 2], [sequentially]:

                                            (a) to each Class of [Group 2-AV]
                                            Notes, in the order and priorities
                                            set forth in Section 5.02(e)(iii)
                                            below, until the Note Principal
                                            Amounts thereof are reduced to
                                            zero; and

                                            (b) to each Class of [Group 3-AV]
                                            Notes (after the distribution of
                                            the Principal Distribution Amount
                                            from [Pool 3] as provided in
                                            Section 5.02(d)(1)(A)(ii)(a)
                                            below), in the order and
                                            priorities set forth in Section
                                            5.02(d)(4) below, until the Note
                                            Principal Amounts thereof are
                                            reduced to zero;

                                    (2) from the Principal Distribution Amount
                                    for [Pool 3], [sequentially]:

                                            (a) to each Class of [Group 3-AV]
                                            Notes, in the order and priorities
                                            set forth in Section 5.02(d)(4)
                                            below, until the Note Principal
                                            Amounts thereof are reduced to
                                            zero; and

                                            (b) to each Class of [Group 2-AV]
                                            Notes (after the distribution of
                                            the Principal Distribution Amount
                                            from [Pool 2] as provided in
                                            Section 5.02(e)(i)(A)(1)(a)
                                            above), in the order and
                                            priorities set forth in Section
                                            5.02(e)(3) below, until the Note
                                            Principal Amounts thereof are
                                            reduced to zero;

                           (B) from the remaining Principal Distribution
                           Amounts for [Pool 2] and [Pool 3], [sequentially]:

                                    (1) to the [Class MV-1] Notes, until the
                                    Note Principal Amount thereof is reduced
                                    to zero,

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<PAGE>

                                    (2) to the [Class MV-2] Notes, until the
                                    Note Principal Amount thereof is reduced
                                    to zero,

                                    (3) to the [Class MV-3] Notes, until the
                                    Note Principal Amount thereof is reduced
                                    to zero,

                                    (4) to the [Class MV-4] Notes, until the
                                    Note Principal Amount thereof is reduced
                                    to zero,

                                    (5) to the [Class MV-5] Notes, until the
                                    Note Principal Amount thereof is reduced
                                    to zero,

                                    (6) to the [Class MV-6] Notes, until the
                                    Note Principal Amount thereof is reduced
                                    to zero,

                                    (7) to the [Class MV-7] Notes, until the
                                    Note Principal Amount thereof is reduced
                                    to zero,

                                    (8) to the [Class MV-8] Notes, until the
                                    Note Principal Amount thereof is reduced
                                    to zero,

                                    (9) to the [Class BV] Notes, until the
                                    Note Principal Amount thereof is reduced
                                    to zero, and

                                    (10) [any remainder as part of the
                                    Adjustable Rate Pool Excess Cashflow].

                  (ii) with respect to any Payment Date on or after the
                  Adjustable Rate Stepdown Date and so long as an Adjustable
                  Rate Trigger Event is not in effect, from the Principal
                  Distribution Amounts for [Pool 2] and [Pool 3],
                  [sequentially]:

                           (A) in an amount up to the [Group AV] Principal
                           Distribution Target Amount, [pro rata] based on the
                           related [Group AV] Principal Distribution
                           Allocation Amount for the [Group 2-AV] Notes and
                           the [Group 3-AV] Notes, respectively,
                           [concurrently], to (I) each Class of [Group 2-AV]
                           Notes, in an amount up to the [Group 2-AV]
                           Principal Distribution Amount in the order and
                           priorities set forth in clause (3) below, until the
                           Note Principal Amounts thereof are reduced to zero
                           and (II) each Class of [Group 3-AV] Notes, in an
                           amount up to the [Group 3-AV] Principal
                           Distribution Amount in the order and priorities set
                           forth in clause (4) below, until the Note Principal
                           Amounts thereof are reduced to zero; provided,
                           however, that if the aggregate Note Principal
                           Amount of the [Group 2-AV] Notes or [Group 3-AV]
                           Notes is reduced to zero then any remaining unpaid
                           [Group AV] Principal Distribution Target Amount
                           will be distributed to the remaining [Group AV]
                           Notes in the order and priorities set forth in
                           clause (3) or clause (4) below, as the case may be,

                                     100
<PAGE>

                           (B) to the [Class MV-1] Notes, the Adjustable Rate
                           Subordinate Class Principal Distribution Amount for
                           such Class until the Note Principal Amount thereof
                           is reduced to zero,

                           (C) to the [Class MV-2] Notes, the Adjustable Rate
                           Subordinate Class Principal Distribution Amount for
                           such Class until the Note Principal Amount thereof
                           is reduced to zero,

                           (D) to the [Class MV-3] Notes, the Adjustable Rate
                           Subordinate Class Principal Distribution Amount for
                           such Class until the Note Principal Amount thereof
                           is reduced to zero,

                           (E) to the [Class MV-4] Notes, the Adjustable Rate
                           Subordinate Class Principal Distribution Amount for
                           such Class until the Note Principal Amount thereof
                           is reduced to zero,

                           (F) to the [Class MV-5] Notes, the Adjustable Rate
                           Subordinate Class Principal Distribution Amount for
                           such Class until the Note Principal Amount thereof
                           is reduced to zero,

                           (G) to the [Class MV-6] Notes, the Adjustable Rate
                           Subordinate Class Principal Distribution Amount for
                           such Class until the Note Principal Amount thereof
                           is reduced to zero

                           (H) to the [Class MV-7] Notes, the Adjustable Rate
                           Subordinate Class Principal Distribution Amount for
                           such Class until the Note Principal Amount thereof
                           is reduced to zero

                           (I) to the [Class MV-8] Notes, the Adjustable Rate
                           Subordinate Class Principal Distribution Amount for
                           such Class until the Note Principal Amount thereof
                           is reduced to zero

                           (J) to the [Class BV] Notes, the Adjustable Rate
                           Subordinate Class Principal Distribution Amount for
                           such Class until the Note Principal Amount thereof
                           is reduced to zero, and

                           (K) [any remainder as part of the Adjustable Rate
                           Pool Excess Cashflow].

                  (iii) On each Payment Date on which any principal amounts
                  are to be distributed to the [Group 2-AV] Notes, such
                  amounts shall be distributed [concurrently], to the [Class
                  2-AV-1] and [Class 2-AV-2] Notes [pro rata], based on the
                  Note Principal Amounts thereof, in each case until the Note
                  Principal Amount thereof is reduced to zero; provided,
                  however, that if a Group [2] Sequential Trigger Event is in
                  effect, then any principal amounts to be distributed to the
                  [Class 2-AV] Notes will be distributed [sequentially], to
                  the [Class 2-AV-1] and [Class 2-AV-2] Notes, in that order,
                  in each case until the Note Principal Amount thereof is
                  reduced to zero.

                                     101
<PAGE>

                  (iv) On each Payment Date on which any principal amounts are
                  to be distributed to the [Group 3-AV] Notes, such amounts
                  shall be distributed [sequentially], to the [Class 3-AV-1],
                  [Class 3-AV-2], [Class 3-AV-3] and [Class 3-AV-4] Notes, in
                  that order, in each case until the Note Principal Amount
                  thereof is reduced to zero; provided, however, that on any
                  Payment Date on which (x) the aggregate Note Principal
                  Amount of the [Group AV] Notes is greater than the sum of
                  the aggregate Stated Principal Balance of the Adjustable
                  Rate Mortgage Loans and (y) the aggregate Note Principal
                  Amount of the [Group 3-AV] Notes is greater than the sum of
                  the aggregate Stated Principal Balance of the [Pool 3]
                  Mortgage Loans, any principal amounts to be distributed to
                  the [Group 3-AV] Notes will be distributed [pro rata], based
                  on the Note Principal Amounts thereof, in each case until
                  the Note Principal Amount thereof is reduced to zero.]

         (f) [On each Payment Date, the Trust Administrator (or the Paying
Agent on behalf of the Trust Administrator) shall pay the Fixed Rate Pool
Excess Cashflow for such date and, in the case of clauses (1), (3), (5), (7),
(9), (11), (13), (15), (17) and (19) below, any amounts in the Credit Comeback
Excess Account available for such Payment Date, shall be paid to the Classes
of Notes [in the following order of priority], in each case first to the
extent of the remaining Credit Comeback Excess Cashflow, if applicable, and
second to the extent of the remaining Fixed Rate Pool Excess Cashflow:

                  (i) to the Holders of the Class or Classes of [Group AF]
         Notes and Fixed Rate Subordinate Notes then entitled to receive
         distributions in respect of principal, in an amount equal to the
         Extra Principal Distribution Amount for [Pool 1], payable to such
         Holders as part of the Principal Distribution Amount for [Pool 1]
         pursuant to Section 5.02(d) above; provided, however, that Credit
         Comeback Excess Cashflow (if any) shall only be distributed pursuant
         to this clause, if the Fixed Rate Overcollateralization Target Amount
         has at any previous time been met;

                  (ii) to the Holders of the [Class MF-1] Notes, in an amount
         equal to any Interest Carry Forward Amount for such Class;

                  (iii) to the Holders of the [Class MF-1] Notes, in an amount
         equal to the Unpaid Realized Loss Amount for such Class;

                  (iv) to the Holders of the [Class MF-2] Notes, in an amount
         equal to any Interest Carry Forward Amount for such Class;

                  (v) to the Holders of the [Class MF-2] Notes, in an amount
         equal to the Unpaid Realized Loss Amount for such Class;

                  (vi) to the Holders of the [Class MF-3] Notes, in an amount
         equal to any Interest Carry Forward Amount for such Class;

                  (vii) to the Holders of the [Class[MF-3] Notes, in an amount
         equal to the Unpaid Realized Loss Amount for such Class;

                                     102
<PAGE>

                  (viii) to the Holders of the [Class MF-4] Notes, in an
         amount equal to any Interest Carry Forward Amount for such Class;

                  (ix) to the Holders of the [Class MF-4] Notes, in an amount
         equal to the Unpaid Realized Loss Amount for such Class;

                  (x) to the Holders of the [Class MF-5] Notes, in an amount
         equal to any Interest Carry Forward Amount for such Class;

                  (xi) to the Holders of the [Class MF-5] Notes, in an amount
         equal to the Unpaid Realized Loss Amount for such Class;

                  (xii) to the Holders of the [Class MF-6] Notes, in an amount
         equal to any Interest Carry Forward Amount for such Class;

                  (xiii) to the Holders of the [Class MF-6] Notes, in an
         amount equal to the Unpaid Realized Loss Amount for such Class;

                  (xiv) to the Holders of the [Class MF-7] Notes, in an amount
         equal to any Interest Carry Forward Amount for such Class;

                  (xv) to the Holders of the [Class MF-7] Notes, in an amount
         equal to the Unpaid Realized Loss Amount for such Class;

                  (xvi) to the Holders of the [Class MF-8] Notes, in an amount
         equal to any Interest Carry Forward Amount for such Class;

                  (xvii) to the Holders of the [Class MF-8] Notes, in an
         amount equal to the Unpaid Realized Loss Amount for such Class;

                  (xviii) to the Holders of the [Class BF] Notes, in an amount
         equal to any Interest Carry Forward Amount for such Class;

                  (xix) to the Holders of the [Class BF] Notes, in an amount
         equal to the Unpaid Realized Loss Amount for such Class;

                  (xx) to each Class of [Class AF] Notes and Fixed Rate
         Subordinate Notes (in the case of the [Class AF-1A] Notes after
         application of [Class AF-1A] Cap Agreement to cover Net Rate
         Carryover), [pro rata] based on the Note Principal Amounts thereof,
         to the extent needed to pay any unpaid Net Rate Carryover for each
         such Class; and then any Fixed Rate Pool Excess Cashflow remaining
         after such allocation to pay Net Rate Carryover based on the Note
         Principal Amounts of the Notes shall be distributed to each Class of
         [Class AF] Notes and Fixed Rate Subordinate Notes with respect to
         which there remains any unpaid Net Rate Carryover, [pro rata], based
         on the amount of such unpaid Net Rate Carryover;

                  (xxi) if the Adjustable Rate Overcollateralization Target
         Amount has at any previous time been met, to the Holders of the Class
         or Classes of [Class AV] Notes and

                                     103
<PAGE>

         Adjustable Rate Subordinate Notes then entitled to receive
         distributions in respect of principal, payable to such Holders as
         part of the Principal Distribution Amount as described under Section
         5.02(e) above, in an amount equal to the Extra Principal Distribution
         Amount for [Pool 2] and [Pool 3] not covered by the Adjustable Rate
         Pool Excess Cashflow allocated [pro rata] based on the Extra
         Principal Distribution Amount for [Pool 2] and [Pool 3] not covered
         by the Adjustable Rate Pool Excess Cashflow;

                  (xxii) to the holders of the [Class 2-AV-2] Notes, in an
         amount equal to the Unpaid Realized Loss Amount for the [Class
         2-AV-2] Notes remaining undistributed after application of the
         Adjustable Rate Pool Excess Cashflow;

                  (xxiii) to the Holders of the [Class MV-1] Notes, in an
         amount equal to the Unpaid Realized Loss Amount for the [Class MV-1]
         Notes remaining undistributed after application of the Adjustable
         Rate Pool Excess Cashflow;

                  (xxiv) to the Holders of the [Class MV-2] Notes, in an
         amount equal to the Unpaid Realized Loss Amount for the [Class MV-2]
         Notes remaining undistributed after application of the Adjustable
         Rate Pool Excess Cashflow;

                  (xxv) to the Holders of the [Class MV-3] Notes, in an amount
         equal to the Unpaid Realized Loss Amount for the [Class MV-3] Notes
         remaining undistributed after application of the Adjustable Rate Pool
         Excess Cashflow;

                  (xxvi) to the Holders of the [Class MV-4] Notes, in an
         amount equal to the Unpaid Realized Loss Amount for the [Class MV-4]
         Notes remaining undistributed after application of the Adjustable
         Rate Pool Excess Cashflow;

                  (xxvii) to the Holders of the [Class MV-5] Notes, in an
         amount equal to the Unpaid Realized Loss Amount for the [Class MV-5]
         Notes remaining undistributed after application of the Adjustable
         Rate Pool Excess Cashflow;

                  (xxviii) to the Holders of the [Class MV-6] Notes, in an
         amount equal to the Unpaid Realized Loss Amount for the [Class MV-6]
         Notes remaining undistributed after application of the Adjustable
         Rate Pool Excess Cashflow;

                  (xxix) to the Holders of the [Class MV-7] Notes, in an
         amount equal to the Unpaid Realized Loss Amount for the [Class MV-7]
         Notes remaining undistributed after application of the Adjustable
         Rate Pool Excess Cashflow;

                  (xxx) to the Holders of the [Class MV-8] Notes, in an amount
         equal to the Unpaid Realized Loss Amount for the [Class MV-8] Notes
         remaining undistributed after application of the Adjustable Rate Pool
         Excess Cashflow;

                  (xxxi) to the Holders of the [Class BV] Notes, in an amount
         equal to the Unpaid Realized Loss Amount for the [Class BV] Notes
         remaining undistributed after application of the Adjustable Rate Pool
         Excess Cashflow; and

                                     104
<PAGE>

                  (xxxii) any amounts remaining shall be paid by the Trust
         Administrator to the Ownership Certificate.

         (g) [On each Payment Date, the Trust Administrator (or the Paying
Agent on behalf of the Trust Administrator) shall pay the Adjustable Rate Pool
Excess Cashflow to the Classes of Notes [in the following order of priority]:

                  (i) to the Holders of the Class or Classes of [Group
         AV]Notes and Adjustable Rate Subordinate Notes then entitled to
         receive distributions in respect of principal, in an aggregate amount
         equal to the Extra Principal Distribution Amount for [Pool 2] and
         [Pool 3], payable to such Holders of each such Class as part of the
         Principal Distribution Amount for [Pool 2] and [Pool 3] pursuant to
         Section 5.02(e) above;

                  (ii) [pro rata], to the Holders of the [Class 2-AV-2] Notes,
         in an amount equal to the Unpaid Realized Loss Amount for such Class;

                  (iii) to the Holders of the [Class MV-1] Notes, in an amount
         equal to any Interest Carry Forward Amount for such Class;

                  (iv) to the Holders of the [Class MV-1] Notes, in an amount
         equal to the Unpaid Realized Loss Amount for such Class;

                  (v) to the Holders of the [Class MV-2] Notes, in an amount
         equal to any Interest Carry Forward Amount for such Class;

                  (vi) to the Holders of the [Class MV-2] Notes, in an amount
         equal to the Unpaid Realized Loss Amount for such Class;

                  (vii) to the Holders of the [Class MV-3] Notes, in an amount
         equal to any Interest Carry Forward Amount for such Class;

                  (viii) to the Holders of the [Class MV-3] Notes, in an
         amount equal to the Unpaid Realized Loss Amount for such Class;

                  (ix) to the Holders of the [Class MV-4] Notes, in an amount
         equal to any Interest Carry Forward Amount for such Class;

                  (x) to the Holders of the [Class MV-4] Notes, in an amount
         equal to the Unpaid Realized Loss Amount for such Class;

                  (xi) to the Holders of the [Class MV-5] Notes, in an amount
         equal to any Interest Carry Forward Amount for such Class;

                  (xii) to the Holders of the [Class MV-5] Notes, in an amount
         equal to the Unpaid Realized Loss Amount for such Class;

                  (xiii) to the Holders of the [Class MV-6] Notes, in an
         amount equal to any Interest Carry Forward Amount for such Class;

                                     105
<PAGE>

                  (xiv) to the Holders of the [Class MV-6] Notes, in an amount
         equal to the Unpaid Realized Loss Amount for such Class;

                  (xv) to the Holders of the [Class MV-7] Notes, in an amount
         equal to any Interest Carry Forward Amount for such Class;

                  (xvi) to the Holders of the [Class MV-7] Notes, in an amount
         equal to the Unpaid Realized Loss Amount for such Class;

                  (xvii) to the Holders of the [Class MV-8] Notes, in an
         amount equal to any Interest Carry Forward Amount for such Class;

                  (xviii) to the Holders of the [Class MV-8] Notes, in an
         amount equal to the Unpaid Realized Loss Amount for such Class;

                  (xix) to the Holders of the [Class BV] Notes, in an amount
         equal to any Interest Carry Forward Amount for such Class;

                  (xx) to the Holders of the [Class BV] Notes, in an amount
         equal to the Unpaid Realized Loss Amount for such Class;

                  (xxi) to each Class of [Group AV] Notes and Adjustable Rate
         Subordinate Notes (in each case after application of amounts received
         under the applicable Interest Rate Cap Agreement to cover Net Rate
         Carryover), [pro rata] based on the Note Principal Amounts thereof,
         to the extent needed to pay any Net Rate Carryover for each such
         Class remaining after application of amounts under the applicable
         Interest Rate Cap Agreement; provided that any Adjustable Rate Pool
         Excess Cashflow remaining after such allocation to pay Net Rate
         Carryover based on the Note Principal Amounts of the Notes shall be
         distributed to each Class of [Group AV]Notes and Adjustable Rate
         Subordinate Notes with respect to which there remains any unpaid Net
         Rate Carryover (after the distribution based on Note Principal
         Amounts), [pro rata], based on the amount of such unpaid Net Rate
         Carryover;

                  (xxii) if the Fixed Rate Overcollateralization Target Amount
         has at any previous time been met, to the Holders of the Class or
         Classes of [Group AF] Notes and Fixed Rate Subordinate Notes then
         entitled to receive distributions in respect of principal, payable to
         such Holders as part of the Principal Distribution Amount pursuant to
         Section 5.02(d) above, in an amount equal to the Extra Principal
         Distribution Amount for [Pool 1] not covered by the Fixed Rate Pool
         Excess Cashflow or Credit Comeback Excess Cashflow;

                  (xxiii) to the Holders of the [Class MF-1] Notes, in an
         amount equal to the Unpaid Realized Loss Amount for the ]Class MF-1]
         Notes remaining undistributed after application of the Fixed Rate
         Pool Excess Cashflow and Credit Comeback Excess Cashflow;

                  (xxiv) to the Holders of the [Class MF-2] Notes, in an
         amount equal to the Unpaid Realized Loss Amount for the [Class MF-2]
         Notes remaining undistributed after

                                     106
<PAGE>

         application of the Fixed Rate Pool Excess Cashflow and Credit
         Comeback Excess Cashflow;

                  (xxv) to the Holders of the [Class MF-3] Notes, in an amount
         equal to the Unpaid Realized Loss Amount for the [Class MF-3] Notes
         remaining undistributed after application of the Fixed Rate Pool
         Excess Cashflow and Credit Comeback Excess Cashflow;

                  (xxvi) to the Holders of the [Class MF-4] Notes, in an
         amount equal to the Unpaid Realized Loss Amount for the [Class MF-4]
         Notes remaining undistributed after application of the Fixed Rate
         Pool Excess Cashflow and Credit Comeback Excess Cashflow;

                  (xxvii) to the Holders of the [Class MF-5] Notes, in an
         amount equal to the Unpaid Realized Loss Amount for the [Class MF-5]
         Notes remaining undistributed after application of the Fixed Rate
         Pool Excess Cashflow and Credit Comeback Excess Cashflow;

                  (xxviii) to the Holders of the [Class MF-6] Notes, in an
         amount equal to the Unpaid Realized Loss Amount for the [Class MF-6]
         Notes remaining undistributed after application of the Fixed Rate
         Pool Excess Cashflow and Credit Comeback Excess Cashflow;

                  (xxix) to the Holders of the [Class MF-7] Notes, in an
         amount equal to the Unpaid Realized Loss Amount for the [Class MF-7]
         Notes remaining undistributed after application of the Fixed Rate
         Pool Excess Cashflow and Credit Comeback Excess Cashflow;

                  (xxx) to the Holders of the [Class MF-8] Notes, in an amount
         equal to the Unpaid Realized Loss Amount for the [Class MF-8] Notes
         remaining undistributed after application of the Fixed Rate Pool
         Excess Cashflow and Credit Comeback Excess Cashflow;

                  (xxxi) to the Holders of the [Class BF] Notes, in an amount
         equal to the Unpaid Realized Loss Amount for the [Class BF] Notes
         remaining undistributed after application of the Fixed Rate Pool
         Excess Cashflow and Credit Comeback Excess Cashflow; and

                  (xxxii) any amounts remaining shall be paid by the Trust
         Administrator to the Ownership Certificate.

         (h) On the Redemption Date, the Trust Administrator (or the Paying
Agent on behalf of the Trust Administrator) shall pay to each Class of Notes
the related Termination Price therefor, as set forth in the Indenture.

         Section 5.03. [Reserved].

         Section 5.04. Control of the Trust Account and Deferred Interest.

                                     107
<PAGE>

         (a) The Depositor and the Issuer hereby appoint ____________________
as Securities Intermediary with respect to the Trust Account, and the Issuer
has, pursuant to the Indenture, granted to the Indenture Trustee, for the
benefit of the Noteholders, a security interest to secure all amounts due
Noteholders hereunder in and to the Trust Account and the Security
Entitlements to all Financial Assets credited to the Trust Account, including
without limitation all amounts, securities, investments, Financial Assets,
investment property and other property from time to time deposited in or
credited to the Trust Account and all proceeds thereof. Amounts held from time
to time in the Trust Account will continue to be held by the Securities
Intermediary for the benefit of the Indenture Trustee, as collateral agent,
for the benefit of the Noteholders. Upon the termination of the Issuer or the
discharge of the Indenture, the Indenture Trustee shall inform the Securities
Intermediary of such termination. By acceptance of their Notes or interests
therein, the Noteholders shall be deemed to have appointed
____________________ as Securities Intermediary. ____________________ hereby
accepts such appointment as Securities Intermediary.

         (b) With respect to the Trust Account Property credited to the Trust
Account, the Securities Intermediary agrees that:

                  (i) with respect to any Trust Account Property that is held
         in deposit accounts, each such deposit account shall be subject to
         the exclusive custody and control of the Securities Intermediary, and
         the Securities Intermediary shall have sole signature authority with
         respect thereto;

                  (ii) the sole assets permitted in the Trust Account shall be
         those as the Securities Intermediary agrees to treat as Financial
         Assets; and

                  (iii) any such Trust Account Property that is, or is treated
         as, a Financial Asset shall be physically delivered (accompanied by
         any required endorsements) to, or credited to an account in the name
         of, the Securities Intermediary or other eligible institution
         maintaining the Trust Account in accordance with the Securities
         Intermediary's customary procedures such that the Securities
         Intermediary or such other institution establishes a Security
         Entitlement in favor of the Indenture Trustee with respect thereto
         over which the Securities Intermediary or such other institution has
         Control;

         (c) The Securities Intermediary hereby confirms that (A) the Trust
Account is an account to which Financial Assets are or may be credited, and
the Securities Intermediary shall, subject to the terms of this Agreement,
treat the Indenture Trustee, as collateral agent, as entitled to exercise the
rights that comprise any Financial Asset credited to the Trust Account, (B)
all Trust Account Property in respect of the Trust Account will be promptly
credited by the Securities Intermediary to such account, and (C) all
securities or other property underlying any Financial Assets credited to the
Trust Account shall be registered in the name of the Securities Intermediary,
endorsed to the Securities Intermediary or in blank or credited to another
securities account maintained in the name of the Securities Intermediary and
in no case will any Financial Asset credited to the Trust Account be
registered in the name of the Depositor or the Issuer, payable to the order of
the Depositor or the Issuer or specially endorsed to the Depositor or the
Issuer, except to the extent the foregoing have been specially endorsed to the
Securities Intermediary or in blank;

                                     108
<PAGE>

         (d) The Securities Intermediary hereby agrees that each item of
property (whether investment property, Financial Asset, security, instrument
or cash) credited to the Trust Account shall be treated as a Financial Asset;

         (e) If at any time the Securities Intermediary shall receive an
Entitlement Order from the Indenture Trustee (or the Trust Administrator on
its behalf) directing transfer or redemption of any Financial Asset relating
to the Trust Account, the Securities Intermediary shall comply with such
Entitlement Order without further consent by the Depositor, the Issuer or any
other Person. If at any time the Indenture Trustee or the Trust Administrator
notifies the Securities Intermediary in writing that the Issuer has been
terminated or the Indenture discharged in accordance herewith and with the
Trust Agreement or the Indenture, as applicable, and the security interest
granted pursuant to the Indenture has been released, then thereafter if the
Securities Intermediary shall receive any order from the Depositor or the
Issuer directing transfer or redemption of any Financial Asset relating to the
Trust Account, the Securities Intermediary shall comply with such Entitlement
Order without further consent by the Indenture Trustee or any other Person;

         (f) In the event that the Securities Intermediary has or subsequently
obtains by agreement, operation of law or otherwise a security interest in the
Trust Account or any Financial Asset credited thereto, the Securities
Intermediary hereby agrees that such security interest shall be subordinate to
the security interest of the Indenture Trustee. The Financial Assets credited
to the Trust Account will not be subject to deduction, set-off, banker's lien,
or any other right in favor of any Person other than the Indenture Trustee
(except that the Securities Intermediary may set-off (i) all amounts due to it
in respect of its customary fees and expenses for the routine maintenance and
operation of the Trust Account and (ii) the face amount of any checks which
have been credited to the Trust Account but are subsequently returned unpaid
because of uncollected or insufficient funds);

         (g) There are no other agreements entered into between the Securities
Intermediary in such capacity and the Depositor or the Issuer with respect to
the Trust Account. In the event of any conflict between this Agreement (or any
provision of this Agreement) and any other agreement now existing or hereafter
entered into, the terms of this Agreement shall prevail;

         (h) The rights and powers granted under the Indenture and herein to
the Indenture Trustee have been granted in order to perfect its security
interest in the Trust Account and the Security Entitlements to the Financial
Assets credited thereto, and are powers coupled with an interest and will
neither be affected by the bankruptcy of the Depositor or the Issuer nor by
the lapse of time. The obligations of the Securities Intermediary hereunder
shall continue in effect until the security interest of the Indenture Trustee
in the Trust Account, and in such Security Entitlements, has been terminated
pursuant to the terms of this Agreement and the Indenture Trustee or the
Issuer, as applicable, has notified the Securities Intermediary of such
termination in writing; and

         (i) Notwithstanding anything else contained herein, the Depositor and
the Issuer agree that the Trust Account will be established only with the
Securities Intermediary or another institution meeting the requirements of
this Section, which by acceptance of its appointment as Securities
Intermediary agrees substantially as follows: (1) it will comply with
Entitlement

                                     109
<PAGE>

Orders related to the Trust Account issued by the Indenture Trustee, as
collateral agent, without further consent by the Depositor or the Issuer,
without further consent by the Depositor; (2) until termination of the Issuer
or discharge of the Indenture, it will not enter into any other agreement
related to such accounts pursuant to which it agrees to comply with
Entitlement Orders of any Person other than the Indenture Trustee, as
collateral agent, or the Trust Administrator on its behalf; and (3) all assets
delivered or credited to it in connection with such account and all
investments thereof will be promptly credited to the applicable account.

         (j) Notwithstanding the foregoing, the Issuer shall have the power,
revocable by the Indenture Trustee or by the Owner Trustee with the consent of
the Indenture Trustee, to instruct the Indenture Trustee, the Trust
Administrator and the Servicer to make withdrawals and payments from the Trust
Account for the purpose of permitting the Servicer, the Trust Administrator or
the Owner Trustee to carry out its respective duties hereunder or permitting
the Indenture Trustee to carry out its duties under the Indenture.

         (k) Each of the Depositor and the Issuer agrees to take or cause to
be taken such further actions, to execute, deliver and file or cause to be
executed, delivered and filed such further documents and instruments
(including, without limitation, any financing statements under the Relevant
UCC or this Agreement) as may be necessary to perfect the interests created by
this Section in favor of the Issuer and the Indenture Trustee and otherwise
fully to effectuate the purposes, terms and conditions of this Section. The
Depositor shall:

                  (i) promptly execute, deliver and file any financing
         statements, amendments, continuation statements, assignments, Notes
         and other documents with respect to such interests and perform all
         such other acts as may be necessary in order to perfect or to
         maintain the perfection of the Issuer's and the Indenture Trustee's
         security interest in the Trust Account Property; and

                  (ii) make the necessary filings of financing statements or
         amendments thereto within [five] days after the occurrence of any of
         the following: (1) any change in its corporate name or any trade name
         or its jurisdiction of organization; (2) any change in the location
         of its chief executive office or principal place of business; and (3)
         any merger or consolidation or other change in its identity or
         corporate structure and promptly notify the Issuer and the Indenture
         Trustee of any such filings.

                  (iii) Neither the Depositor nor the Issuer shall organize
         under the law of any jurisdiction other than the State under which
         each is organized as of the Closing Date (whether changing its
         jurisdiction of organization or organizing under an additional
         jurisdiction) without giving [30] days prior written notice of such
         action to its immediate and mediate transferee, including the
         Indenture Trustee. Before effecting such change, each of the
         Depositor or the Issuer proposing to change its jurisdiction of
         organization shall prepare and file in the appropriate filing office
         any financing statements or other statements necessary to continue
         the perfection of the interests of its immediate and mediate
         transferees, including the Indenture Trustee, in the Trust Account
         Property. In connection with the transactions contemplated by the
         Operative Agreements relating to the Trust Account Property, each of
         the Depositor and the Issuer authorizes its immediate or mediate
         transferee to file in any filing office any initial financing
         statements, any

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         amendments to financing statements, any continuation statements, or
         any other statements or filings described in this Section 5.04.

         None of the Securities Intermediary or any director, officer,
employee or agent of the Securities Intermediary shall be under any liability
to the Indenture Trustee or the Noteholders for any action taken, or not
taken, in good faith pursuant to this Agreement, or for errors in judgment;
provided, however, that this provision shall not protect the Securities
Intermediary against any liability to the Indenture Trustee or the Noteholders
which would otherwise be imposed by reason of the Securities Intermediary's
willful misconduct, bad faith or negligence in the performance of its
obligations or duties hereunder. The Securities Intermediary and any director,
officer, employee or agent of the Securities Intermediary may rely in good
faith on any document of any kind which, prima facie, is properly executed and
submitted by any Person respecting any matters arising hereunder. The
Securities Intermediary shall be under no duty to inquire into or investigate
the validity, accuracy or content of such document. The Issuer shall indemnify
the Securities Intermediary for and hold it harmless against any loss,
liability or expense arising out of or in connection with this Agreement and
carrying out its duties hereunder, including the costs and expenses of
defending itself against any claim of liability, except in those cases where
the Securities Intermediary has been guilty of bad faith, negligence or
willful misconduct. The foregoing indemnification shall survive any
termination of this Agreement or the resignation or removal of the Securities
Intermediary.

         Section 5.05. Advances by Servicer.

         (a) Subject to this Section 5.05, Advances shall be made in respect
of each Servicer Remittance Date as provided herein. If, on any Determination
Date, the Servicer determines that any Scheduled Payments due during the
related Collection Period have not been received, such Servicer shall advance
such amount to the extent provided in this Section 5.05. The Servicer shall be
entitled to be reimbursed from the Collection Account for all Advances made by
it as provided in Section 4.07(d). Notwithstanding anything to the contrary
herein, in the event the Servicer determines in its reasonable judgment that
an Advance is a Nonrecoverable Advance, the Servicer shall be under no
obligation to make such Advance.

         (b) In the event that the Servicer fails for any reason to make an
Advance required to be made pursuant to this Section 5.05, the Indenture
Trustee, as successor Servicer, shall, on or before the related Payment Date,
deposit in the Collection Account an amount equal to the excess of (a)
Advances required to be made by the Servicer that would have been deposited in
such Collection Account over (b) the amount of any Advance made by the
Servicer with respect to such Payment Date; provided, however, that the
Indenture Trustee as successor Servicer shall be required to make such Advance
only if it is not prohibited by law from doing so and it has determined that
such Advance would be recoverable from amounts to be received with respect to
such Mortgage Loan, including late payments, Liquidation Proceeds, Insurance
Proceeds, or otherwise. The Indenture Trustee shall be entitled to be
reimbursed from the Collection Account for Advances made by it pursuant to
this Section 5.05 as if it were the Servicer and shall be entitled to receive
all compensation and fees of the Servicer in accordance with Section 7.01(b).

         Section 5.06. The Interest Rate Cap Agreements.

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         (a) The Trust Administrator shall establish and maintain an Eligible
Account in its name, in trust for the benefit of the Noteholders, the Interest
Rate Cap Account.

         (b) The Trust Administrator shall deposit any Interest Rate Cap
Receipts received with respect to any Interest Rate Cap Agreement Payment Date
into the Interest Rate Cap Account. Amounts on deposit in the Interest Rate
Cap Account shall remain uninvested.

         (c) On each [Class AF-1A] Cap Agreement Payment Date, the Trust
Administrator shall withdraw from the Interest Rate Cap Account any Interest
Rate Cap Receipts from the [Class AF-1A] Cap Agreement to make payments in the
order of priority and to the extent specified in Section 5.02(f)(iii)(1);
provided, that on each Payment Date on which there is a payment received by
the Trust Administrator under the [Class AF-1A] Cap Agreement that is based on
a notional amount in excess of the aggregate Class Principal Amount of the
Class [1A1] and Class [1A__] Notes (such amount, the "Excess [Class AF-1A] Cap
Amount"), then the Trust Administrator shall pay (i) the Excess [Class AF-1A]
Cap Amount to the Ownership Certificate and (ii) the excess of such Interest
Rate Cap Receipts over the Excess [Class AF-1A] Cap Amount for such Payment
Date in the order of priority and to the extent specified in Section
5.02(f)(iii)(1) of this Agreement.

         (d) On each [Group 2-AV] Cap Agreement Payment Date, the Trust
Administrator shall withdraw from the Interest Rate Cap Account any Interest
Rate Cap Receipts from the [Group 2-AV] Cap Agreement to make payments in the
order of priority and to the extent specified in Section 5.02(f)(iii)(2);
provided, that on each Payment Date on which there is a payment received by
the Trust Administrator under the [Group 2-AV] Cap Agreement that is based on
a notional amount in excess of the aggregate Class Principal Amount of the
[Class 2-AV-1] and [Class 2-AV-1] Notes (such amount, the "Excess [Class 2-AV]
Cap Amount"), then the Trust Administrator shall pay (i) the Excess [Group
2-AV] Cap Amount to the Ownership Certificate and (ii) the excess of such
Interest Rate Cap Receipts over the Excess [Group 2-AV] Cap Amount for such
Payment Date in the order of priority and to the extent specified in Section
5.02(f)(iii)(2) of this Agreement.

         (e) On each [Group 3-AV] Cap Agreement Payment Date, the Trust
Administrator shall withdraw from the Interest Rate Cap Account any Interest
Rate Cap Receipts from the [Group 3-AV] Cap Agreement to make payments in the
order of priority and to the extent specified in Section 5.02(f)(iii)(2);
provided, that on each Payment Date on which there is a payment received by
the Trust Administrator under the [Group 3-AV] Cap Agreement that is based on
a notional amount in excess of the aggregate Class Principal Amount of the
[Class 3-AV-1], [Class 3-AV-2], [Class 3-AV-3] and [Class 3-AV-4] Notes (such
amount, the "Excess [Group 3-AV] Cap Amount"), then the Trust Administrator
shall pay (i) the Excess [Group 3-AV] Cap Amount to the Ownership Certificate
and (ii) the excess of such Interest Rate Cap Receipts over the Excess [Group
3-AV] Cap Amount for such Payment Date in the order of priority and to the
extent specified in Section 5.02(f)(iii)(2) of this Agreement.

         (f) On each Subordinate Cap Agreement Payment Date, the Trust
Administrator shall withdraw from the Interest Rate Cap Account any Interest
Rate Cap Receipts from the Subordinate Cap Agreement to make payments in the
order of priority and to the extent specified in Section 5.02(f)(iii)(3);
provided, that on each Payment Date on which there is a payment

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received by the Trust Administrator under the Subordinate Cap Agreement that
is based on a notional amount in excess of the aggregate Class Principal
Amount of the Subordinate Notes (such amount, the "Excess Subordinate Cap
Amount"), then the Trust Administrator shall pay (i) the Excess Subordinate
Cap Amount to the Ownership Certificate and (ii) the excess of such Interest
Rate Cap Receipts over the Excess Subordinate Cap Amount for such Payment Date
in the order of priority and to the extent specified in Section
5.02(f)(iii)(3) of this Agreement.

         (g) On the Payment Date in _________ 200_, after any amounts
therefrom have been paid in accordance with Section 5.06(c), (d) and (e)
above, any amounts remaining in the Interest Rate Cap Account shall be paid by
the Trust Administrator to the Ownership Certificate, and the Interest Rate
Cap Account shall be terminated by the Trust Administrator.

         Section 5.07. [[Class AF-5B] Policy; Rights of the [Class AF-5B]
Insurer.

         (a) If, on the [third] Business Day before any Payment Date, the
Trust Administrator determines that a there will be a Deficiency Amount for
such Payment Date, the Trust Administrator shall determine the amount of any
such deficiency and shall give notice to the [Class AF-5B] Insurer by
telephone or telecopy of the amount of such deficiency, confirmed in writing
by notice substantially in the form of Exhibit A to the [Class AF-5B] Policy,
by ________, [New York time] on such [third] Business Day. The Trust
Administrator's responsibility for delivering the notice to the [Class AF-5B]
Insurer as provided in the preceding sentence is limited to the availability,
timeliness and accuracy of the information provided by the Servicer.

         (b) In the event the Trust Administrator receives a certified copy of
an order of the appropriate court that any scheduled payment of principal or
interest on a [Class AF-5B] Note has been voided in whole or in part as a
preference payment under applicable bankruptcy law, the Trust Administrator
shall (i) promptly notify the [Class AF-5B] Insurer and (ii) comply with the
provisions of the [Class AF-5B] Policy, to obtain payment by the [Class AF-5B]
Insurer of such voided scheduled payment. In addition, the Trust Administrator
shall mail notice to all Holders of the [Class AF-5B] Notes so affected that,
in the event that any such Holder's scheduled payment is so recovered, such
Holder will be entitled to payment pursuant to the terms of the [Class AF-5B]
Policy, a copy of which shall be made available to such Holders by the Trust
Administrator. The Trust Administrator shall furnish to the [Class AF-5B]
Insurer its records listing the payments on the affected [Class AF-5B] Notes,
if any, that have been made by the Trust Administrator and subsequently
recovered from the affected Holders, and the dates on which such payments were
made by the Trust Administrator.

         (c) At the time of the execution hereof, and for the purposes hereof,
the Trust Administrator shall establish a special purpose trust account in the
name of the Trust Administrator for the benefit of Holders of the [Class
AF-5B] Notes (the "[Class AF-5B] Policy Payments Account") over which the
Trust Administrator shall have exclusive control and sole right of withdrawal.
The [Class AF-5B] Policy Payments Account shall be an Eligible Account. The
Trust Administrator shall deposit any amount paid under the [Class AF-5B]
Policy into the [Class AF-5B] Policy Payments Account and distribute such
amount only for the purposes of making the payments to Holders of the [Class
AF-5B] Notes, in respect of the related Deficiency Amount for which the
related claim was made under the [Class AF-5B] Policy. Such amounts

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shall be allocated by the Trust Administrator to Holders of [Class AF-5B]
Notes affected by such shortfalls in the same manner as principal and interest
payments are to be allocated with respect to such Certificates pursuant to
Section 5.02. It shall not be necessary for such payments to be made by checks
or wire transfers separated from the checks or wire transfers used to make
regular payments hereunder with funds withdrawn from the Collection Account.
However, any payments made on the [Class AF-5B] Notes from funds in the [Class
AF-5B] Policy Payments Account shall be noted as provided in subsection (e)
below. Funds held in the [Class AF-5B] Policy Payments Account shall not be
invested by the Trust Administrator.

         (d) Any funds received from the [Class AF-5B] Insurer for deposit
into the [Class AF-5B] Policy Payments Account pursuant to the [Class AF-5B]
Policy in respect of a Payment Date or otherwise as a result of any claim
under the [Class AF-5B] Policy shall be applied by the Trust Administrator
directly to the payment in full (i) of the related Deficiency Amount on such
Payment Date or (ii) of other amounts payable under the [Class AF-5B] Policy.
Funds received by the Trust Administrator as a result of any claim under the
[Class AF-5B] Policy shall be used solely for payment to the Holders of the
[Class AF-5B] Notes and may not be applied for any other purpose, including,
without limitation, satisfaction of any costs, expenses or liabilities of the
Trust Administrator, the Servicer or the Trust Fund. Any funds remaining in
the [Class AF-5B] Policy Payments Account on the [first] Business Day after
each Payment Date shall be remitted promptly to the [Class AF-5B] Insurer in
accordance with the instructions set forth in Section 5.02.

         (e) The Trust Administrator shall keep complete and accurate records
in respect of (i) all funds remitted to it by the [Class AF-5B] Insurer and
deposited into the [Class AF-5B] Policy Payments Account and (ii) the
allocation of such funds to (A) payments of interest on and principal in
respect of any [Class AF-5B] Notes and (B) the amount of funds available to
make distributions on the [Class AF-5B] Notes pursuant to Section 5.02. The
[Class AF-5B] Insurer shall have the right to inspect such records at
reasonable times during normal business hours upon [three] Business Days'
prior notice to the Trust Administrator.

         (f) The Trust Administrator acknowledges, and each Holder of a [Class
AF-5B] Note by its acceptance of the [Class AF-5B] Note agrees, that, without
the need for any further action on the part of the [Class AF-5B] Insurer or
the Trust Administrator, to the extent the [Class AF-5B] Insurer makes
payments, directly or indirectly, on account of principal of or interest on
any [Class AF-5B] Notes, the [Class AF-5B] Insurer will be fully subrogated to
the rights of the Holders of such [Class AF-5B] Notes to receive such
principal and interest from the Trust Fund. The Holders of the [Class AF-5B]
Notes, by acceptance of the [Class AF-5B] Notes, assign their rights as
Holders of the [Class AF-5B] Notes to the extent of the [Class AF-5B]
Insurer's interest with respect to amounts paid under the [Class AF-5B]
Policy. Anything herein to the contrary notwithstanding, solely for purposes
of determining the [Class AF-5B] Insurer's rights, as applicable, as subrogee
for payments distributable pursuant to Section 5.02, any payment with respect
to distributions to the [Class AF-5B] Notes which is made with funds received
pursuant to the terms of the [Class AF-5B] Policy shall not be considered
payment of the [Class AF-5B] Notes from the Trust Fund and shall not result in
the distribution or the provision for the distribution in reduction of the
Note Principal Amount of the [Class AF-5B] Notes within the meaning of Article
V.

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         (g) Upon its becoming aware of the occurrence of an Event of Default,
the Trust Administrator shall promptly notify the [Class AF-5B] Insurer of
such Event of Default.

         (h) The Trust Administrator shall promptly notify the [Class AF-5B]
Insurer of either of the following as to which it has actual knowledge: (A)
the commencement of any proceeding by or against the Depositor commenced under
the United States bankruptcy code or any other applicable bankruptcy,
insolvency, receivership, rehabilitation or similar law (an "Insolvency
Proceeding") and (B) the making of any claim in connection with any Insolvency
Proceeding seeking the avoidance as a preferential transfer (a "Preference
Claim") of any distribution made with respect to the [Class AF-5B] Notes as to
which it has actual knowledge. Each Holder of a [Class AF-5B] Note, by its
purchase of [Class AF-5B] Notes, and the Trust Administrator hereby agrees
that the [Class AF-5B] Insurer (so long as no [Class AF-5B] Insurer Default
exists) may at any time during the continuation of any proceeding relating to
a Preference Claim direct all matters relating to such Preference Claim,
including, without limitation, (i) the direction of any appeal of any order
relating to any Preference Claim and (ii) the posting of any surety,
supersedes or performance bond pending any such appeal. In addition and
without limitation of the foregoing, the [Class AF-5B] Insurer shall be
subrogated to the rights of the Trust Administrator and each Holder of a
[Class AF-5B] Note in the conduct of any Preference Claim, including, without
limitation, all rights of any party to an adversary proceeding action with
respect to any court order issued in connection with any such Preference
Claim.

         (i) The Servicer shall designate a [Class AF-5B] Insurer Contact
Person who shall be available to the [Class AF-5B] Insurer to provide
reasonable access to information regarding the Mortgage Loans. The initial
[Class AF-5B] Insurer Contact Person is to the attention of Secondary
Marketing.

         (j) The Trust Administrator shall surrender the [Class AF-5B] Policy
to the [Class AF-5B] Insurer for cancellation upon the reduction of the Note
Principal Amount of the [Class AF-5B] Notes to zero.

         (k) For so long as there is no continuing default by the [Class
AF-5B] Insurer under its obligations under the [Class AF-5B] Policy (a "[Class
AF-5B] Insurer Default"), each Holder of a [Class AF-5B] Note agrees that the
[Class AF-5B] Insurer shall be treated by the Depositor, the Servicer and the
Trust Administrator as if the [Class AF-5B] Insurer were the Holder of all of
the [Class AF-5B] Notes, for the purpose (and solely for the purpose) of the
giving of any consent, the making of any direction or the exercise of any
voting or other control rights otherwise given to the Holders of the [Class
AF-5B] Notes hereunder.

         (l) With respect to this Section 5.07, the terms "Receipt" and
"Received" shall mean actual delivery to the [Class AF-5B] Insurer, if any,
prior to _______, [New York time], on a Business Day; delivery either on a day
that is not a Business Day or after _____, [New York time], shall be deemed to
be Receipt on the next succeeding Business Day. If any notice or certificate
given under the [Class AF-5B] Policy by the Trust Administrator is not in
proper form or is not properly completed, executed or delivered, it shall be
deemed not to have been Received. The [Class AF-5B] Insurer shall promptly so
advise the Trust Administrator and the Trust Administrator may submit an
amended notice.

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<PAGE>

         (m) All notices, statements, reports, certificates or opinions
required by this Agreement to be sent to the Rating Agencies or the [Class
AF-5B] Noteholders shall also be sent at such time to the [Class AF-5B]
Insurer.

         (n) The [Class AF-5B] Insurer shall be an express third party
beneficiary of this Agreement for the purpose of enforcing the provisions
hereof to the extent of the [Class AF-5B] Insurer's rights explicitly
specified herein as if a party hereto.

         (o) All references herein to the ratings assigned to the Notes and to
the interests of any Noteholders shall be without regard to the [Class AF-5B]
Policy, in the case of the [Class AF-5B] Notes.]

                                  ARTICLE VI

                       ADMINISTRATION OF THE AGREEMENTS

         Section 6.01. Duties of the Trust Administrator.

         (a) The Trust Administrator agrees to perform all of the duties of
the Issuer under the Depository Agreement. In addition to its duties performed
under the Depository Agreement, the Trust Administrator shall take such action
that is the duty of the Issuer to take with respect to the following matters
under the Trust Agreement, this Agreement and the Indenture:

                  (i) the duty to cause the Note Register to be kept if the
         Issuer assumes the duties of Note Registrar, and to give the
         Indenture Trustee notice of any appointment of a new Note Registrar
         and the location, or change in location, of the Note Register
         (Section 2.04 of the Indenture);

                  (ii) the duty to cause the Certificate Register to be kept
         if the Issuer assumes the duties of Certificate Registrar, and to
         give the Owner Trustee notice of any appointment of a new Certificate
         Registrar and the location, or change in location, of the Certificate
         Register (Section 3.03 of the Trust Agreement);

                  (iii) causing the preparation of the Notes for execution by
         the Owner Trustee upon the registration of any transfer or exchange
         of the Notes (Sections 2.04 and 2.05 of the Indenture);

                  (iv) causing the preparation of Definitive Notes in
         accordance with the instructions of any Clearing Agency, the duty to
         attempt to locate a qualified successor to the Clearing Agency, if
         necessary, and the preparation of written notice to the Indenture
         Trustee of termination of the book-entry system through the Clearing
         Agency (Section 2.12 of the Indenture);

                  (v) the maintenance of an office for registration of
         transfer or exchange of Notes (Section 3.02 of the Indenture);

                  (vi) the maintenance of an office for registration of
         transfer or exchange of the Ownership Certificate (Section 3.08 of
         the Trust Agreement);

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                  (vii) the calculation of accrual of original issue discount
         and the amortization of premium on the Notes (clause (v) of the
         fourth paragraph of Section 3.03 of the Indenture);

                  (viii) upon written notice or actual knowledge thereof, the
         notification to the Indenture Trustee and each Rating Agency of a
         Servicer Event of Default or a Servicer Event of Default under this
         Agreement (Section 3.07(d) of the Indenture);

                  (ix) upon written notice or actual knowledge thereof, the
         delivery of notice to the Indenture Trustee and each Rating Agency of
         each Indenture Event of Default under the Indenture (Section 3.19 of
         the Indenture);

                  (x) the furnishing of the Indenture Trustee with the names
         and addresses of Holders of Notes during any period when the
         Indenture Trustee is not the Note Registrar (Section 7.01 of the
         Indenture);

                  (xi) causing the preparation of any continuation statements
         or amendments necessary to protect the Collateral (Section 3.05 of
         the Indenture);

                  (xii) the mailing to the Noteholders of notices with respect
         to their consent to any supplemental indentures (Sections 9.01, 9.02,
         9.03 and 9.06 of the Indenture); and

                  (xiii) any other duties expressly required to be performed
         by the Trust Administrator under the Indenture or the Trust
         Agreement.

         (b) The Seller shall undertake the duties of the Issuer with respect
to the following matters under the Indenture:

                  (i) to cause the preparation of Issuer Orders (and execute
         the same on behalf of the Issuer) (Sections 9.01 and 9.02 of the
         Indenture);

                  (ii) to obtain Opinions of Counsel with respect to the
         execution of supplemental indentures and, if necessary, to mail to
         the Noteholders notices with respect to their consent to such
         supplemental indentures (Sections 9.01, 9.02, 9.03 and 9.07 of the
         Indenture);

                  (iii) the preparation (but not the execution) of the annual
         Officer's Certificate regarding the Issuer's compliance with the
         terms of the Indenture (Section 3.09 of the Indenture); and

                  (iv) causing the preparation of an Officer's Certificate and
         the obtaining of the Opinion of Counsel (which shall not be at the
         expense of the Trust Administrator) with respect to any request by
         the Issuer to the Indenture Trustee to take any action under the
         Indenture (Sections 4.01 and 11.01 of the Indenture);

                  (v) the compliance with any request of the Indenture Trustee
         with respect to the sale of the Collateral in a commercially
         reasonable manner if an Indenture Event of

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         Default shall have occurred and be continuing under the Indenture
         (Section 5.04 of the Indenture); and

                  (vi) causing the preparation of an Issuer Request and
         Officer's Certificate (and executing the same on behalf of the
         Issuer) and the obtaining of an Opinion of Counsel (which shall not
         be at the expense of the Trust Administrator), if necessary, for the
         release of the Collateral, as defined in the Indenture (Section 8.03
         of the Indenture).

         (c) The Issuer will indemnify the Owner Trustee, the Seller and the
Trust Administrator, and their respective agents for, and hold them harmless
against, any losses, liability or expense incurred without gross negligence or
bad faith on their part, arising out of or in connection with the acceptance
or administration of the transactions contemplated by the Trust Agreement or
this Agreement, including the reasonable costs and expenses of defending
themselves against any claim or liability in connection with the exercise or
performance of any of their powers or duties under the Trust Agreement, the
Indenture or this Agreement.

         (d) Subject to subsection (e) of this Section 6.01, and in accordance
with the directions of the Owner Trustee, the Trust Administrator shall
perform or supervise the performance of such other activities in connection
with the Collateral (including the Operative Agreements) as are not covered by
any of the foregoing provisions and as are expressly requested in writing by
the Owner Trustee and are reasonably within the capability of the Trust
Administrator.

         (e) In carrying out the foregoing duties or any of its other
obligations under this Agreement, the Trust Administrator may enter into
transactions with or otherwise deal with any of its Affiliates; provided,
however, that the terms of any such transactions or dealings shall be in
accordance with any directions received from the Issuer and shall be, in the
Trust Administrator's opinion, no less favorable to the Issuer than would be
available from unaffiliated parties.

         In carrying out the foregoing duties or any of its other obligations
under this Agreement, the Trust Administrator shall be subject to the same
standard of care and have the same rights, indemnifications and immunities as
the Indenture Trustee under the Indenture, including, without limitation, the
right to reimbursement and indemnification on behalf of the Issuer from funds
in the Collection Account for all losses, costs and expenses of any kind or
nature (including without limitation attorneys' fees and disbursements)
incurred by the Trust Administrator (including without limitation in its
various capacities as Paying Agent, Certificate Paying Agent, Certificate
Registrar and Note Registrar) in connection with the performance of its duties
hereunder or under any other Operative Agreement.

         The Trust Administrator in its capacity as the Certificate Registrar,
and upon a request received from the Owner Trustee, shall promptly notify the
Certificateholders of (i) any change in the Corporate Trust Office of the
Owner Trustee, (ii) any amendment to the Trust Agreement requiring notice be
given to the Certificateholders and (iii) any other notice required to be
given to the Certificateholders by the Owner Trustee under the Trust
Agreement.

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         Section 6.02. Duties of the Trust Administrator With Respect to the
Indenture, the Trust Agreement and this Agreement.

         (a) The Trust Administrator shall take all appropriate action with
respect to the following matters under the Indenture, the Trust Agreement and
this Agreement:

                  (i) the duties of an authenticating agent for authentication
         of the Notes (Sections 2.01, 2.02, 2.05 and 2.10 of the Indenture);

                  (ii) the duties of Note Registrar to be kept (Sections 2.03,
         2.04 and 2.07 of the Indenture);

                  (iii) to provide notices and instructions to the Clearing
         Agency (Section 2.11 of the Indenture);

                  (iv) the duties of Paying Agent (Sections 3.03, 4.01, 4.02
         and 5.02 of the Indenture); and

                  (v) the duties of agent or attorney-in-fact for the purposes
         of filing amendments and continuation statements for the Issuer
         (Section 3.05 of the Indenture).

         (b) The Issuer will indemnify the Owner Trustee and the Trust
Administrator, and their respective agents for, and hold them harmless
against, any losses, liability or expense incurred without gross negligence or
bad faith on their part, arising out of or in connection with the acceptance
or administration of the transactions contemplated by the Trust Agreement or
this Agreement, including the reasonable costs and expenses of defending
themselves against any claim or liability in connection with the exercise or
performance of any of their powers or duties under the Trust Agreement, the
Indenture or this Agreement.

         Section 6.03. Records. The Trust Administrator shall maintain
appropriate books of account and records relating to services performed
hereunder, which books of account and records shall be accessible for
inspection by the Issuer and the Depositor at any time during normal business
hours.

         Section 6.04. Compensation. The Trust Administrator will perform the
duties and provide the services called for under Sections 6.01 and 6.02 above
for such compensation as shall be agreed upon between the Trust Administrator
and the Servicer.

         Section 6.05. Additional Information to be Furnished to the Issuer.
The Depositor shall furnish to the Issuer from time to time such additional
information regarding the Collateral as the Issuer shall reasonably request.

         Section 6.06. Independence of the Trust Administrator. For all
purposes of this Agreement, the Trust Administrator shall be an independent
contractor and shall not be subject to the supervision of the Issuer or the
Owner Trustee with respect to the manner in which it accomplishes the
performance of its obligations hereunder. Unless expressly authorized by the
Issuer, the Trust Administrator shall have no authority to act for or
represent the Issuer or the

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Owner Trustee in any way and shall not otherwise be deemed an agent of the
Issuer or the Owner Trustee.

         Section 6.07. No Joint Venture. Nothing contained in this Agreement
(i) shall constitute the Trust Administrator or the Depositor, respectively,
and either of the Issuer or the Owner Trustee, as members of any partnership,
joint venture, association, syndicate, unincorporated business or other
separate entity, (ii) shall be construed to impose any liability as such on
any of them or (iii) shall be deemed to confer on any of them any express,
implied or apparent authority to incur any obligation or liability on behalf
of the others.

         Section 6.08. Other Activities of Trust Administrator and the
Depositor. Nothing herein shall prevent the Trust Administrator, the Depositor
or their respective Affiliates from engaging in other businesses or, in its
sole discretion, from acting in a similar capacity as an Trust Administrator
for any other person or entity even though such person or entity may engage in
business activities similar to those of the Issuer or the Owner Trustee.

         Section 6.09. Resignation and Removal of Trust Administrator.

         (a) Subject to Section 6.09(d) hereof, the Trust Administrator may
resign its duties hereunder by providing the Issuer with at least [60] days'
prior written notice.

         (b) Subject to Section 6.09(d) hereof, the Issuer may remove the
Trust Administrator without cause by providing the Trust Administrator with at
least [60] days' prior written notice.

         (c) Subject to Section 6.09(d) hereof, the Issuer may remove the
Trust Administrator immediately upon written notice of termination from the
Issuer to the Trust Administrator if any of the following events shall occur;
provided that in the event of a breach related to the obligations set forth in
Section 6.09(d) (with respect to notice to the Depositor) or Article X, the
Trust Administrator may only be terminated at the direction of the Depositor:

                  (i) the Trust Administrator shall default in the performance
         of any of its duties under this Agreement ((except with respect to a
         failure related to a Limited Exchange Act Reporting Obligation) and,
         after notice of such default, shall not cure such default within
         [ten] days (or, if such default cannot be cured in such time, shall
         not give within [ten] days such assurance of cure as shall be
         reasonably satisfactory to the Issuer provided that the [ten-day]
         cure period shall not apply to the failure to comply with the
         requirements set forth in Section 6.09(d) (with respect to notice to
         the Depositor) or Article X, for which the grace period shall not
         exceed the lesser of 10 calendar days or such period in which the
         applicable Exchange Act Report can be filed timely (without taking
         into account any extensions)); or

                  (ii) a court having jurisdiction in the premises shall (x)
         enter a decree or order for relief, which decree or order shall not
         have been vacated within [60] days, in respect of the Trust
         Administrator in any involuntary case under any applicable
         bankruptcy, insolvency or other similar law now or hereafter in
         effect, or (y) appoint a receiver, liquidator, assignee, custodian,
         trustee, sequestrator or similar official for the Trust Administrator
         or any substantial part of its property, or (z) order the winding-up
         or liquidation of the Trust Administrator's affairs; or

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                  (iii) the Trust Administrator shall commence a voluntary
         case under any applicable bankruptcy, insolvency or other similar law
         now or hereafter in effect, shall consent to the entry of an order
         for relief in an involuntary case under any such law, or shall
         consent to the appointment of a receiver, liquidator, assignee,
         trustee, custodian, sequestrator or similar official for the Trust
         Administrator or any substantial part of its property, shall consent
         to the taking of possession by any such official of any substantial
         part of its property, shall make any general assignment for the
         benefit of creditors or shall fail generally to pay its debts as they
         become due.

         The Trust Administrator agrees that if any of the events specified in
clauses (ii) or (iii) of this Section 6.09(c) shall occur, it shall give
written notice thereof to the Issuer and the Indenture Trustee within [seven]
days after the occurrence of such event.

         The Depositor shall not be entitled to terminate the rights and
obligations of the Trust Administrator pursuant to subparagraph (c)(i) if a
failure of the Trust Administrator to identify a Subcontractor "participating
in the servicing function" within the meaning of Item 1122 of Regulation AB
was attributable solely to the role or functions of such Subcontractor with
respect to mortgage loans other than the Mortgage Loans.

         (d) No resignation or removal of the Trust Administrator pursuant to
this Section shall be effective until (i) a successor Trust Administrator
shall have been appointed by the Issuer in accordance with the Trust
Agreement, (ii) such successor Trust Administrator shall have agreed in
writing to be bound by the terms of this Agreement in the same manner as the
Trust Administrator is bound hereunder and (iii) the Depositor shall have
received the information described in the following sentence. As a condition
to the effectiveness of any such resignation, at least 15 calendar days prior
to the effective date of such resignation, the Trust Administrator shall
provide (x) written notice to the Depositor of any successor pursuant to this
Section and (y) in writing and in form and substance reasonably satisfactory
to the Depositor, all information reasonably requested by the Depositor in
order to comply with its reporting obligation under Item 6.02 of Form 8-K with
respect to a successor trust administrator. If a successor Trust Administrator
does not take office within [60] days after the retiring Trust Administrator
resigns or is removed, the resigning or removed Trust Administrator or the
Issuer may petition any court of competent jurisdiction for the appointment of
a successor Trust Administrator.

         (e) The appointment of any successor Trust Administrator shall be
effective only after receipt of a letter from each Rating Agency to the effect
that such proposed appointment will not cause a reduction or withdrawal of the
then current ratings of the Notes.

         (f) Subject to Sections 6.09(d) and 6.09(e) above, the Trust
Administrator acknowledges that upon the appointment of a successor Servicer
pursuant to Section 7.01, the Trust Administrator shall immediately resign and
such successor Servicer shall automatically become the Trust Administrator
under this Agreement. Any such successor Servicer shall be required to agree
to assume the duties of the Trust Administrator under the terms and conditions
of this Agreement and the other Operative Agreements in its acceptance of
appointment as successor Servicer.

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         Section 6.10. Action upon Termination, Resignation or Removal of the
Trust Administrator. Promptly upon the effective date of termination of this
Agreement or the resignation or removal of the Trust Administrator pursuant to
Section 6.09 hereof, the Trust Administrator shall be entitled to be paid all
reimbursable expenses, including any reasonable out-of-pocket attorneys' fees,
accruing to it to the date of such termination, resignation or removal. The
Trust Administrator shall forthwith upon such termination pursuant to Section
6.09 deliver to the successor Trust Administrator all property and documents
of or relating to the Collateral then in the custody of the Trust
Administrator, or if this Agreement has been terminated, to the Depositor. In
the event of the resignation or removal of the Trust Administrator pursuant to
Section 6.09, the Trust Administrator shall cooperate with the Issuer and take
all reasonable steps requested to assist the Issuer in making an orderly
transfer of the duties of the Trust Administrator.

                                 ARTICLE VII

                          SERVICER EVENTS OF DEFAULT

         Section 7.01. Servicer Events of Default; Indenture Trustee To Act;
Appointment of Successor.

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

                  (i) Any failure by the Servicer to furnish to the Trust
         Administrator the Mortgage Loan data sufficient to prepare the
         reports described in Section 4.11(a) which continues unremedied for a
         period of [one] Business Day after the date upon which written notice
         of such failure shall have been given to the Servicer by the
         Indenture Trustee by the Holders of not less than [25]% of the Class
         Principal Amount of each Class of Notes affected thereby; or

                  (ii) Any failure on the part of the Servicer duly to observe
         or perform in any material respect any other of the covenants or
         agreements on the part of the Servicer (except with respect to a
         failure related to a Limited Exchange Act Reporting Obligation)
         contained in this Agreement which continues unremedied for a period
         of [30] days after the date on which written notice of such failure,
         requiring the same to be remedied, shall have been given to the
         Servicer by the Indenture Trustee or the Trust Administrator or to
         the Servicer and the Indenture Trustee by the Majority Noteholders;
         provided that the [thirty-day] cure period shall not apply to the
         failure to comply with the requirements set forth in Section 10.04,
         Section 4.28 (with respect to notice to the Depositor), Section 4.29
         (with respect to notice to the Depositor) or Article X, for which the
         grace period shall not exceed the lesser of 10 calendar days or such
         period in which the applicable Exchange Act Report can be filed
         timely (without taking into account any extensions); or

                  (iii) failure by the Servicer to maintain its license to do
         business or service residential mortgage loans in any jurisdiction
         where the Mortgaged Properties are located except where the failure
         to so maintain such license does not have a material adverse effect
         on the Servicer's ability to service the Mortgage Loans; or

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                  (iv) A decree or order of a court or agency or supervisory
         authority having jurisdiction for the appointment of a conservator or
         receiver or liquidator in any insolvency, readjustment of debt,
         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 or unstayed for a period of [60] days or any
         Rating Agency reduces or withdraws or threatens to reduce or withdraw
         the rating of the Notes because of the financial condition or loan
         servicing capability of such Servicer; or

                  (v) The Servicer shall consent to the appointment of a
         conservator or receiver or liquidator in any insolvency, readjustment
         of debt, marshalling of assets and liabilities, voluntary liquidation
         or similar proceedings of or relating to the Servicer or of or
         relating to all or substantially all of its property; or

                  (vi) The Servicer shall admit in writing its inability to
         pay its debts generally as they become due, file a petition to take
         advantage of any applicable insolvency or reorganization statute,
         make an assignment for the benefit of its creditors or voluntarily
         suspend payment of its obligations; or

                  (vii) the Servicer ceases to be a FHA Approved Mortgagee; or

                  (viii) the Servicer attempts to assign the servicing of the
         Mortgage Loans or its right to servicing compensation hereunder or
         the Servicer or attempts to assign this Agreement or the servicing
         responsibilities hereunder or to delegate its duties hereunder or any
         portion thereof in a manner not permitted under this Agreement; or

                  (ix) The Servicer shall be dissolved, or shall dispose of
         all or substantially all of its assets, or consolidate with or merge
         into another entity or shall permit another entity to consolidate or
         merge into it, such that the resulting entity does not meet the
         criteria for a successor servicer as specified in Section 4.28
         hereof; or

                  (x) If a representation or warranty set forth in Section
         4.02 hereof shall prove to be incorrect as of the time made in any
         respect that materially and adversely affects the interests of the
         Noteholders, and the circumstance or condition in respect of which
         such representation or warranty was incorrect shall not have been
         eliminated or cured within [30] days after the date on which written
         notice of such incorrect representation or warranty shall have been
         given to the Servicer by the Indenture Trustee or the Trust
         Administrator, or to the Servicer and the Indenture Trustee by the
         Majority Noteholders; or

                  (xi) A sale or pledge of any of the rights of the Servicer
         hereunder or an assignment of this Agreement by the Servicer or a
         delegation of the rights or duties of the Servicer hereunder shall
         have occurred in any manner not otherwise permitted hereunder and
         without the prior written consent of the Indenture Trustee and the
         Majority Noteholders; or

                  (xii) The Servicer has notice or actual knowledge that the
         Servicer at any time is not either an FHA Approved Mortgagee, and the
         Servicer has not terminated the rights

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         and obligations of such Servicer under this Agreement and replaced
         the Servicer with an FHA Approved Mortgagee within [60] days of the
         date the Servicer receives such notice or acquires such actual
         knowledge; or

                  (xiii) Any failure of the Servicer to remit to the Trust
         Administrator any Advance required to be made to the Trust
         Administrator for the benefit of Noteholders under the terms of this
         Agreement, which failure continues unremedied as of the close of
         business on the Business Day prior to a Payment Date.

         If a Servicer Event of Default described in clauses (i) through (ix)
of this Section 7.01 shall occur, then, in each and every case, subject to
applicable law, so long as any such Servicer Event of Default shall not have
been remedied within any period of time prescribed by this Section 7.01, the
Indenture Trustee, upon obtaining actual knowledge thereof, by notice in
writing to the Servicer may, and shall, if so directed by the Majority
Noteholders, terminate all of the rights and obligations of the Servicer
hereunder and in and to the Mortgage Loans and the proceeds thereof; provided
that in the event of a Servicer Event of Default related to the obligations
set forth in Section 4.26(a), Section 4.14(b) (with respect to notice to the
Depositor) or Article X, the Servicer may only be terminated at the direction
of the Depositor. If a Servicer Event of Default described in clause (x) of
this Section 7.01 shall occur, then, in each and every case, subject to
applicable law, so long as such Servicer Event of Default shall not have been
remedied within the time period prescribed by clause (x) of this Section 7.01,
the Indenture Trustee, by notice in writing to the Servicer, shall promptly
terminate all of the rights and obligations of the Servicer hereunder and in
and to the Mortgage Loans and the proceeds thereof. On or after the receipt by
the Servicer of such written notice, all authority and power of the Servicer,
and only in its capacity as Servicer under this Agreement, whether with
respect to the Mortgage Loans or otherwise, shall pass to and be vested in the
Indenture Trustee pursuant to and under the terms of this Agreement; and the
Indenture Trustee is hereby authorized and empowered to execute and deliver,
on behalf of the defaulting Servicer as attorney-in-fact or otherwise, any and
all documents and other instruments, and to do or accomplish all other acts or
things necessary or appropriate to effect the purposes of such notice of
termination, whether to complete the transfer and endorsement or assignment of
the Mortgage Loans and related documents or otherwise. The defaulting Servicer
agrees to cooperate with the Indenture Trustee in effecting the termination of
the defaulting Servicer's responsibilities and rights hereunder as Servicer
including, without limitation, providing the Indenture Trustee or its designee
all documents and records in electronic or other form reasonably requested by
it to enable the Indenture Trustee or its designee to assume the defaulting
Servicer's functions hereunder and the transfer to the Indenture Trustee for
administration by it of all amounts which shall at the time be or should have
been deposited by the defaulting Servicer in the Collection Account maintained
by such defaulting Servicer and any other account or fund maintained with
respect to the Notes or thereafter received with respect to the Mortgage
Loans. The Servicer being terminated shall bear all reasonable out-of-pocket
costs of a servicing transfer, including but not limited to those of the
Indenture Trustee, legal fees and expenses, accounting and financial
consulting fees and expenses, and costs of amending the Agreement, if
necessary. In addition, if during the period that the Depositor is required to
file Exchange Act Reports with respect to the Trust Fund, the Servicer shall
fail to observe or perform any of the obligations that constitute a Limited
Exchange Act Reporting Obligation or the obligations set forth in Section
4.28(a), Section 4.14(a) or Section 10.01(a)(1) and (2), and such failure
continues for the lesser of [10] calendar

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days or such period in which the applicable Exchange Act Report can be filed
timely (without taking into account any extensions), so long as such failure
shall not have been remedied, the Trust Administrator shall, but only at the
direction of the Depositor, terminate all of the rights and obligations of the
Servicer under this Agreement and in and to the Mortgage Loans and the
proceeds thereof, other than its rights as a Noteholder hereunder. The
Depositor shall not be entitled to terminate the rights and obligations of the
Servicer if a failure of the Servicer to identify a Subcontractor
"participating in the servicing function" within the meaning of Item 1122 of
Regulation AB was the attributable solely to the role or functions of such
Subcontractor with respect to mortgage loans other than the Mortgage Loans.

         The Indenture Trustee shall be entitled to be reimbursed from the
Servicer (or by the Trust Estate, if the Servicer is unable to fulfill its
obligations hereunder) for all costs associated with the transfer of servicing
from the predecessor Servicer, including, without limitation, any costs or
expenses associated with the complete transfer of all servicing data and the
completion, correction or manipulation of such servicing data as may be
required by the Indenture Trustee to correct any errors or insufficiencies in
the servicing data or otherwise to enable the Indenture Trustee to service the
Mortgage Loans properly and effectively. If the terminated Servicer does not
pay such reimbursement within [thirty] days of its receipt of an invoice
therefor, such reimbursement shall be an expense of the Trust Estate and the
Indenture Trustee shall be entitled to withdraw such reimbursement from
amounts on deposit in the Collection Account pursuant to Section 4.08(ix);
provided that the terminated Servicer shall reimburse the Trust Estate for any
such expense incurred by the Trust Estate; and provided, further, that the
Indenture Trustee shall take such action, if any, as provided in the Indenture
and as directed by the Noteholders pursuant thereto with respect to pursuing
any remedy against any party obligated to make such reimbursement.

         Notwithstanding the termination of its activities as Servicer, each
terminated Servicer shall continue to be entitled to reimbursement to the
extent provided in Section 4.08 to the extent such reimbursement relates to
the period prior to such Servicer's termination.

         If any Servicer Event of Default shall occur, of which a Responsible
Officer of the Indenture Trustee has actual knowledge, the Indenture Trustee
shall promptly notify each Rating Agency and the Depositor of the nature and
extent of such Servicer Event of Default. The Trust Administrator or the
Servicer shall immediately give written notice to the Indenture Trustee upon
the Servicer's failure to remit Advances on the date specified herein.

         In the event that the Indenture Trustee assumes the duties of the
Servicer as set forth herein, the Indenture Trustee shall provide the
Depositor in writing and in form and substance reasonably satisfactory to the
Depositor, all information reasonably requested by the Depositor in order to
comply with its reporting obligation under Item 6.02 of Form 8-K with respect
to a successor Servicer.

         (b) On and after the time the Servicer receives a notice of
termination from the Indenture Trustee pursuant to Section 7.01(a) or the
Indenture Trustee receives the resignation of the Servicer evidenced by an
Opinion of Counsel pursuant to Section 4.29, the Indenture Trustee, unless
another Servicer shall have been appointed, shall be the successor in all
respects to the Servicer in its capacity as such under this Agreement and the
transactions set forth or provided

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for herein and shall have all the rights and powers and be subject to all the
responsibilities, duties and liabilities relating thereto and arising
thereafter placed on the Servicer hereunder, including the obligation to make
Advances; provided, however, that any failure to perform such duties or
responsibilities caused by the Servicer's failure to provide information
required by this Agreement shall not be considered a default by the Indenture
Trustee hereunder. In addition, the Indenture Trustee shall have no
responsibility for any act or omission of the Servicer prior to the issuance
of any notice of termination and shall have no liability relating to the
representations and warranties of the Servicer set forth in Section 4.02. In
the Indenture Trustee's capacity as such successor, the Indenture Trustee
shall have the same limitations on liability herein granted to the Servicer.
As compensation therefor, the Indenture Trustee shall be entitled to receive
all compensation payable to the Servicer under this Agreement.

         (c) Notwithstanding the above, the Indenture Trustee may, if it shall
be unwilling to continue to so act, or shall, if it is unable to so act,
appoint, or petition a court of competent jurisdiction to appoint, any
established housing and home finance institution servicer, Servicer, servicing
or mortgage servicing institution having a net worth of not less than
$[15,000,000] and meeting such other standards for a successor Servicer as are
set forth in this Agreement, as the successor to such Servicer in the
assumption of all of the responsibilities, duties or liabilities of a
Servicer, like the Servicer. Such successor Servicer may be an Affiliate of
the Indenture Trustee; provided, however, that, unless such Affiliate meets
the net worth requirements and other standards set forth herein for a
successor Servicer, the Indenture Trustee, in its individual capacity shall
agree, at the time of such designation, to be and remain liable to the Issuer
and the Indenture Trustee for such Affiliate's actions and omissions in
performing its duties hereunder. In connection with such appointment and
assumption, the Indenture Trustee may make such arrangements for the
compensation of such successor out of payments on the Mortgage Loans as it and
such successor shall agree; provided, however, that no such compensation shall
be in excess of that permitted to the Servicer hereunder. The Indenture
Trustee and such successor shall take such actions, consistent with this
Agreement, as shall be necessary to effectuate any such succession and may
make other arrangements with respect to the servicing to be conducted
hereunder which are not inconsistent herewith. The Servicer shall cooperate
with the Indenture Trustee and any successor Servicer in effecting the
termination of the Servicer's responsibilities and rights hereunder including,
without limitation, notifying the Servicer of the assignment of the servicing
functions and providing the Indenture Trustee and successor Servicer, as
applicable, all documents and records in electronic or other form reasonably
requested by it to enable it to assume the Servicer's functions hereunder and
the transfer to the Indenture Trustee or such successor Servicer, as
applicable, all amounts or investment property which shall at the time be or
should have been deposited by the Servicer in the Collection Account and any
other account or fund maintained with respect to the Notes or thereafter be
received with respect to the Mortgage Loans. Neither the Indenture Trustee nor
any other successor Servicer shall be deemed to be in default hereunder by
reason of any failure to make, or any delay in making, any payment hereunder
or any portion thereof caused by (i) the failure of the Servicer to deliver,
or any delay in delivering, cash, documents or records to it, (ii) the failure
of the Servicer to cooperate as required by this Agreement, (iii) the failure
of the Servicer to deliver the Mortgage Loan data to the Indenture Trustee as
required by this Agreement or (iv) restrictions imposed by any regulatory
authority having jurisdiction over the Servicer.

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         As a condition to any such succession, such successor Servicer shall
provide to the Depositor in writing and in form and substance reasonably
satisfactory to the Depositor, all information reasonably requested by the
Depositor in order to comply with its reporting obligation under Item 6.02 of
Form 8-K with respect to a successor Servicer.

         Section 7.02. Additional Remedies of Indenture Trustee Upon Servicer
Event of Default. During the continuance of any Servicer Event of Default, so
long as such Servicer Event of Default shall not have been remedied, the
Indenture Trustee, in addition to the rights specified in Section 7.01, shall
have the right, in its own name and as trustee of an express trust, to take
all actions now or hereafter existing at law, in equity or by statute to
enforce its rights and remedies and to protect the interests, and enforce the
rights and remedies, of the Noteholders (including the institution and
prosecution of all judicial, administrative and other proceedings and the
filings of proofs of claim and debt in connection therewith). Except as
otherwise expressly provided in this Agreement, no remedy provided for by this
Agreement shall be exclusive of any other remedy, and each and every remedy
shall be cumulative and in addition to any other remedy, and no delay or
omission to exercise any right or remedy shall impair any such right or remedy
or shall be deemed to be a waiver of any Servicer Event of Default.

         Section 7.03. Waiver of Defaults. The Majority Noteholders may, on
behalf of all Noteholders, waive any default or Servicer Event of Default by
the Servicer in the performance of its obligations hereunder, except that a
default in the making of any required deposit to the Collection Account that
would result in a failure of the Trust Administrator or the Paying Agent to
make any required payment of principal of or interest on the Notes may only be
waived with the consent of [100]% of the affected Noteholders. Notwithstanding
the foregoing, in the event of a Servicer Event of Default related to the
obligations set forth in Section 4.26, Section 4.14(b) (with respect to notice
to the Depositor) and Article X, only the Depositor may waive such Servicer
Event of Default. Upon any waiver of a past default, such default shall cease
to exist, and any Servicer Event of Default arising therefrom shall be deemed
to have been remedied for every purpose of this Agreement. No such waiver
shall extend to any subsequent or other default or impair any right consequent
thereon except to the extent expressly so waived.

         Section 7.04. Notification to Holders. Upon termination of the
Servicer or appointment of a successor to the Servicer, in each case as
provided herein, the Indenture Trustee shall promptly mail notice thereof by
first class mail to the Noteholders at their respective addresses appearing on
the applicable Register. The Indenture Trustee shall also, within [45] days
after the occurrence of any Servicer Event of Default known to the Indenture
Trustee, give written notice thereof to Noteholders, unless such Servicer
Event of Default shall have been cured or waived prior to the issuance of such
notice and within such [45] day period.

         Section 7.05. Directions by Noteholders and Duties of Indenture
Trustee During Servicer Event of Default. During the continuance of any
Servicer Event of Default, the Majority Noteholders may direct the time,
method and place of conducting any proceeding for any remedy available to the
Indenture Trustee, or exercising any trust or power conferred upon the
Indenture Trustee, under this Agreement; provided, however, that the Indenture
Trustee shall be under no obligation to pursue any such remedy, or to exercise
any of the trusts or powers vested in it by this Agreement (including, without
limitation, (i) the conducting or defending of any administrative action or
litigation hereunder or in relation hereto and (ii) the terminating of the

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Servicer or any successor Servicer from its rights and duties as Servicer
hereunder) at the request, order or direction of any of the Noteholders,
unless such Noteholders shall have offered to the Indenture Trustee security
or indemnity reasonably satisfactory to it against the cost, expenses and
liabilities which may be incurred therein or thereby; and, provided further,
that, the Indenture Trustee shall have the right to decline to follow any such
direction if the Indenture Trustee, in accordance with an Opinion of Counsel,
determines that the action or proceeding so directed may not lawfully be taken
or if the Indenture Trustee in good faith determines that the action or
proceeding so directed would involve it in personal liability for which it is
not indemnified to its satisfaction or be unjustly prejudicial to the non
assenting Noteholders.

         Section 7.06. Action Upon Certain Failures of the Servicer and Upon
Servicer Event of Default. In the event that a Responsible Officer of the
Indenture Trustee or the Trust Administrator shall have actual knowledge of
any action or inaction of the Servicer that would become a Servicer Event of
Default upon the Servicer's failure to remedy the same after notice, the
Indenture Trustee or Trust Administrator, as applicable, shall give notice
thereof to the Servicer.

                                 ARTICLE VIII

                                  TERMINATION

         Section 8.01. Termination. The respective obligations and
responsibilities of the Servicer, the Trust Administrator, the Depositor, the
Issuer, the Servicer and the Indenture Trustee created hereby (other than
obligations expressly stated to survive the termination of the Trust) shall
terminate on the day after the day on which the Notes are paid in full
(including payment pursuant to Section 8.02 below) (the "Termination Date").

         Section 8.02. Termination Prior to Maturity Date; Optional
Redemption.

         (a) On the Payment Date following the Determination Date on which the
Aggregate Collateral Balance is less than [20]% of the Aggregate Collateral
Balance as of the Cut-off Date, _____________________________ acting directly
or through one or more Affiliates, shall have the option to purchase the
Mortgage Loans, any REO Property and any other property remaining in the Trust
for a price equal to the Termination Price. The Servicer will be reimbursed
from the Termination Price for any outstanding Advances, Servicing Advances
and unpaid Servicing Fees and other amounts not previously reimbursed pursuant
to the provisions of this Agreement, as applicable, and the Trust
Administrator, the Owner Trustee and the Indenture Trustee shall be reimbursed
for any previously unreimbursed amounts for which they are entitled to be
reimbursed pursuant to this Agreement, the Indenture or the Trust Agreement,
as applicable. If such option is exercised, the Trust will be terminated
resulting in a mandatory redemption of the Notes. _____________________ shall
deliver written notice of its intention to exercise such option to the Issuer,
the Trust Administrator, the Indenture Trustee and the Servicer not less than
[15] days prior to the applicable Payment Date. If _____________________ fails
to exercise such option prior to the Stepup Date, the Note Interest Rate for
each class of Notes will be increased as set forth herein beginning on the
Stepup Date and for each Payment Date thereafter. _____________________ shall
deliver written notice of its intention to exercise such option to


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the Issuer, the Indenture Trustee and the Servicer not less than [ten] days
prior to the applicable Payment Date.

         (b) In addition, if ______________________ does not exercise its
purchase option pursuant to subsection (a) of this Section 8.02, then, on the
Payment Date following the Determination Date on which the Aggregate
Collateral Balance is less than [10]% of the Aggregate Collateral Balance as
of the Cut-off Date, the Servicer acting directly or through one or more
Affiliates, shall have the option to purchase the Mortgage Loans, any REO
Property and any other property remaining in the Trust for a price equal to
the Termination Price. All conditions applying to _____________________'s
right to purchase the Mortgage Loans pursuant to paragraph (a) above shall
also apply to the Servicer's right.

         (c) Promptly following any such purchase pursuant to paragraph (a) or
(b) of this Section and receipt of an Officer's Certificate of
_____________________ or of the Servicer, as applicable, that the purchase
price has been deposited in the Collection Account, the Indenture Trustee
shall release the Mortgage Files to the purchaser of such Mortgage Loans
pursuant to this Section 8.02, or otherwise upon its order.

         Section 8.03. Certain Notices upon Final Payment. The Servicer or the
Trust Administrator, as applicable, shall give the Issuer, the Indenture
Trustee, the Owner Trustee, each Rating Agency, each Noteholder and the
Depositor at least [30] days' prior written notice of the date on which the
Trust is expected to terminate in accordance with Section 8.01, or the date on
which the Notes will be redeemed in accordance with Section 8.02. Not later
than the [fifth] Business Day in the Collection Period in which the final
payment in respect to the Notes is payable to the Noteholders, the Indenture
Trustee shall mail to the Noteholders a notice specifying the procedures with
respect to such final payment. The Trust Administrator on behalf of the
Indenture Trustee shall give a copy of such notice to each Rating Agency at
the time such notice is given to Noteholders. Following the final payment
thereon, such Notes shall become void, no longer outstanding and no longer
evidence any right or interest in the Mortgage Loans, the Mortgage Files or
any proceeds of the foregoing.

                                  ARTICLE IX

                           MISCELLANEOUS PROVISIONS

         Section 9.01. Binding Nature of Agreement; Assignment. This Agreement
shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and permitted assigns.

         Section 9.02. Entire Agreement. This Agreement contains the entire
agreement and understanding among the parties hereto with respect to the
subject matter hereof, and supersedes all prior agreements, understandings,
inducements and conditions, express or implied, oral or written, of any nature
whatsoever with respect to the subject matter hereof. The express terms hereof
control and supersede any course of performance and/or usage of the trade
inconsistent with any of the terms hereof.

         Section 9.03. Amendment.

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         (a) This Agreement may be amended from time to time by the parties
hereto, without notice to or the consent of any of the Holders of the Notes,
(i) to cure any ambiguity, (ii) to conform the provisions of this Agreement to
the information contained in the Prospectus or to correct or supplement any
provision herein, (iii) to make any other provision with respect to matters or
questions arising under this Agreement or (iv) to add, delete, or amend any
provision in order to comply with any requirements imposed by the Code, ERISA
and their related regulations. No such amendment effected pursuant to the
preceding sentence shall, as evidenced by an Opinion of Counsel (which shall
be an expense of the party requesting such amendment and shall not be an
expense of the Trust or the Indenture Trustee), (1) affect the status of the
Notes as debt for federal income tax purposes or (2) only in the case of an
amendment effected pursuant to clause (iii) of such sentence, adversely affect
in any material respect the interests of any Holder. Prior to entering into
any amendment without the consent of Holders pursuant to this paragraph, the
Indenture Trustee may require an Opinion of Counsel (at the expense of the
party requesting such amendment) to the effect that such amendment is
permitted under this paragraph. Any such amendment shall be deemed not to
adversely affect in any material respect any Holder, if the Indenture Trustee
receives written confirmation from each Rating Agency that such amendment will
not cause such Rating Agency to reduce the then current ratings assigned to
the Notes.

         (b) This Agreement may also be amended from time to time by the
parties hereto with the consent of (i) the Holders of each Class of Notes
affected thereby evidencing Voting Interests aggregating not less than
[66-2/3]% of each such Class and (ii) the Holder of the Ownership Certificate,
for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of this Agreement or modifying in any manner
the rights of Noteholders; provided, however, that no such amendment may (i)
reduce in any manner the amount of, or delay the timing of, payments that are
required to be made in respect of any Notes without the consent of the Holder
of each such Note affected thereby or (ii) reduce the percentage of Notes the
Holders of which are required to consent to any such amendment without the
consent of the Holders of [100]% of the Class Principal Amount of the Notes.
For purposes of this paragraph, references to "Holder" or "Holders" shall be
deemed to include, in the case of Book-Entry Notes, the related Note Owners.

         (c) Promptly after the execution of any such amendment, the Indenture
Trustee shall furnish written notification of the substance of such amendment
to each Holder, the Depositor and to each Rating Agency.

         (d) It shall not be necessary for the consent of Holders under this
Section 9.03 to approve the particular form of any proposed amendment, but it
shall be sufficient if such consent shall approve the substance thereof. The
manner of obtaining such consents and of evidencing the authorization of the
execution thereof by Holders shall be subject to such reasonable regulations
as the Indenture Trustee may prescribe.

         Section 9.04. Acts of Noteholders. Except as otherwise specifically
provided herein, whenever Noteholder action, consent or approval is required
under this Agreement, such action, consent or approval shall be deemed to have
been taken or given on behalf of, and shall be binding upon, all Noteholders
if the Majority Noteholders agree to take such action or give such consent or
approval.

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<PAGE>

         Section 9.05. Recordation of Agreement. To the extent permitted by
applicable law, this Agreement, or a memorandum thereof if permitted under
applicable law, is subject to recordation in all appropriate public offices
for real property records in all of the counties or other comparable
jurisdictions in which any or all of the properties subject to the Mortgages
are situated, and in any other appropriate public recording office or
elsewhere, such recordation to be effected by the Depositor on direction and
at the expense of Holders of not less than [66-2/3]% of the Note Principal
Amount of the Notes and of the Holder of the Ownership Certificate requesting
such recordation, but only when accompanied by an Opinion of Counsel to the
effect that such recordation materially and beneficially affects the interests
of the Noteholders, or is necessary for the administration or servicing of the
Mortgage Loans.

         Section 9.06. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT
REFERENCE TO ITS CONFLICT OF LAW PROVISIONS (OTHER THAN SECTION 5-1401 OF THE
GENERAL OBLIGATIONS LAW), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

         Section 9.07. Notices. All demands, notices and communications
hereunder shall be in writing and shall be deemed to have been duly given if
mailed by overnight courier, addressed as follows or delivered by facsimile
(or such other address as may hereafter be furnished to the other party by
like notice):

                  (i)      if to the Seller:

                           ____________________________
                           ___________________________
                           ________________________
                           Attention:  _____________________________
                           Telephone:  ____________
                           Facsimile:  ____________

                           with a copy to:
                           ___________________

                  (ii)     if to the Servicer:

                           _________________________
                           _______________________
                           Attention:  _________________________
                           Telephone:  _____________
                           Facsimile:  ____________

                           with a copy to:
                           ____________________

                  (iii)    if to the Trust Administrator:

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                           ____________________
                           ______________
                           _________________
                           Attention:  ___________________________
                           ______________________________
                           ________________________
                           Telephone:  ____________
                           Facsimile:   _____________

                  (iv)     if to the Indenture Trustee:

                           ____________________________________
                           __________________________
                           _______________________
                           Attention:  ______________________
                           Telephone:  _____________
                           Facsimile:  ____________

                  (v)      if to the Depositor:

                           IndyMac MBS, Inc.
                           155 North Lake Avenue
                           Pasadena, California  91101
                           Attention: _______ 200____

                  (vi)     if to the Issuer:

                           c/o ___________________
                           ________________
                           _____________________
                           _______________________
                           Attention:  ______________________

         All demands, notices and communications to a party hereunder shall be
in writing and shall be deemed to have been duly given when delivered to such
party at the relevant address, facsimile number or electronic mail address set
forth above or at such other address, facsimile number or electronic mail
address as such party may designate from time to time by written notice in
accordance with this Section 9.07.

         Section 9.08. Severability of Provisions. If any one or more of the
covenants, agreements, provisions or terms of this Agreement shall be for any
reason whatsoever held invalid, then such covenants, agreements, provisions or
terms shall be deemed severable from the remaining covenants, agreements,
provisions or terms of this Agreement and shall in no way affect the validity
or enforceability of the other provisions of this Agreement or of the Notes or
the rights of the Holders thereof.

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<PAGE>

         Section 9.09. Indulgences; No Waivers. Neither the failure nor any
delay on the part of a party to exercise any right, remedy, power or privilege
under this Agreement shall operate as a waiver thereof, nor shall any single
or partial exercise of any right, remedy, power or privilege preclude any
other or further exercise of the same or of any other right, remedy, power or
privilege, nor shall any waiver of any right, remedy, power or privilege with
respect to any occurrence be construed as a waiver of such right, remedy,
power or privilege with respect to any other occurrence. No waiver shall be
effective unless it is in writing and is signed by the party asserted to have
granted such waiver.

         Section 9.10. Headings Not To Affect Interpretation. The headings
contained in this Agreement are for convenience of reference only, and they
shall not be used in the interpretation hereof.

         Section 9.11. Benefits of Agreement. Nothing in this Agreement or in
the Notes, express or implied, shall give to any Person, other than the
parties to this Agreement and their successors hereunder and the Holders of
the Notes, any benefit or any legal or equitable right, power, remedy or claim
under this Agreement. Notwithstanding the foregoing, (i) the Owner Trustee
shall be an express third-party beneficiary of this Agreement and (ii)
_____________________ shall be an express third-party beneficiary with respect
to Section 8.02.

         Section 9.12. Special Notices to the Rating Agencies.

         (a) The Servicer shall give prompt notice to each Rating Agency of
the occurrence of any of the following events of which it has notice:

                  (i) any amendment to this Agreement pursuant to Section
         9.03; and

                  (ii) the making of a final payment hereunder.

         (b) All notices to the Rating Agencies provided for by this Section
shall be in writing and sent by first class mail, telecopy or overnight
courier, as follows:

if to [Moody's]:

         [Moody's Investors Service, Inc.
         99 Church Street
         New York, New York 10004
         Fax no.:  (212) 553-4392]

if to [S&P]:

         [Standard & Poor's Ratings Services, a division
         of The McGraw-Hill Companies, Inc.
         55 Water Street
         New York, New York  10041
         Fax no.:  (212) 438-2661]

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<PAGE>

         (c) The Trust Administrator shall make available to the Rating
Agencies each report prepared pursuant to Section 4.11.

         Section 9.13. Counterparts. This Agreement may be executed in one or
more counterparts, each of which shall be deemed to be an original, and all of
which together shall constitute one and the same instrument.

         Section 9.14. Execution by the Issuer. It is expressly understood and
agreed by the parties hereto that (a) this Agreement is executed and delivered
by __________________, not individually or personally but solely as Owner
Trustee of the Issuer, in the exercise of the powers and authority conferred
and vested in it as trustee, (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 _____________________
but is made and intended for the purpose of binding only the Issuer, (c)
nothing herein contained shall be construed as creating any liability on
______________________, 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
______________________ 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 document.

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<PAGE>

                                  ARTICLE X
                            EXCHANGE ACT REPORTING

         Section 10.01. Filing Obligations.

                  The Servicer, the Trust Administrator, the [Indenture
Trustee], the Owner Trustee and the Seller shall reasonably cooperate with the
Depositor in connection with the satisfaction of the Depositor's reporting
requirements under the Exchange Act with respect to the Trust Fund. In
addition to the information specified below, if so requested by the Depositor
for the purpose of satisfying its reporting obligation under the Exchange Act,
the Servicer, the Trust Administrator, the [Indenture Trustee], the Owner
Trustee and the Seller shall provide the Depositor with (a) such information
which is available to such Person without unreasonable effort or expense and
within such timeframe as may be reasonably requested by the Depositor to
comply with the Depositor's reporting obligations under the Exchange Act and
(b) to the extent such Person is a party (and the Depositor is not a party) to
any agreement or amendment required to be filed, copies of such agreement or
amendment in EDGAR-compatible form.

         Section 10.02. Form 10-D Filings.

         (a) In accordance with the Exchange Act, the Trust Administrator
shall prepare for filing and file within 15 days after each Payment Date
(subject to permitted extensions under the Exchange Act) with the Commission
with respect to the Trust Fund, a Form 10-D with copies of the Monthly Report
and, to the extent delivered to the Trust Administrator, no later than 10 days
following the Payment Date, such other information identified by the Depositor
or the Servicer, in writing, to be filed with the Commission (such other
information, the "Additional Designated Information"). If the Depositor or
Servicer directs that any Additional Designated Information is to be filed
with any Form 10-D, the Depositor or Servicer, as the case may be, shall
specify the Item on Form 10-D to which such information is responsive and,
with respect to any Exhibit to be filed on Form 10-D, the Exhibit number. Any
information to be filed on Form 10-D shall be delivered to the Trust
Administrator in EDGAR-compatible form or as otherwise agreed upon by the
Trust Administrator and the Depositor or the Servicer, as the case may be, at
the [Servicer's] expense, and any necessary conversion to EDGAR-compatible
format will be at the Depositor's expense. At the reasonable request of, and
in accordance with the reasonable directions of, the Depositor or the
Servicer, subject to the two preceding sentences, the Trust Administrator
shall prepare for filing and file an amendment to any Form 10-D previously
filed with the Commission with respect to the Trust Fund. The [Servicer] shall
sign the Form 10-D filed on behalf of the Trust Fund.

         (b) No later than each Payment Date, each of the Servicer, the Trust
Administrator, the Owner Trustee and the [Indenture Trustee] shall notify the
Depositor and the Servicer of any Form 10-D Disclosure Item, together with a
description of any such Form 10-D Disclosure Item in form and substance
reasonably acceptable to the Depositor. In addition to such information as the
Servicer, the Trust Administrator and the [Indenture Trustee] are obligated to
provide pursuant to other provisions of this Agreement, if so requested by the
Depositor, each of the Servicer, the Trust Administrator and the [Indenture
Trustee] shall provide such information which is available to the Servicer,
the Trust Administrator and the [Indenture Trustee], as applicable, without
unreasonable effort or expense regarding the performance or servicing of the

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<PAGE>

Mortgage Loans (in the case of the Servicer, the [Indenture Trustee] and the
Trust Administrator, based on the information provided by the Servicer) as is
reasonably required to facilitate preparation of distribution reports in
accordance with Item 1121 of Regulation AB. Such information shall be provided
concurrently with the remittance reports in the case of the Servicer and the
reports to the noteholders in the case of the Trust Administrator and the
[Indenture Trustee], commencing with the first such report due not less than
five Business Days following such request.

         (c) The Trust Administrator shall not have any responsibility to file
any items (other than those generated by it) that have not been received in a
format suitable (or readily convertible into a format suitable) for electronic
filing via the EDGAR system and shall not have any responsibility to convert
any such items to such format (other than those items generated by it or that
are readily convertible to such format). The Trust Administrator shall have no
liability to the Noteholders, the Trust Fund, the Servicer, the [Indenture
Trustee] or the Depositor with respect to any failure to properly prepare or
file any of Form 10-D to the extent that such failure is not the result of any
negligence, bad faith or willful misconduct on its part.

         Section 10.03. Form 8-K Filings.

                  The Servicer shall prepare and file on behalf of the Trust
Fund any Form 8-K required by the Exchange Act. [Each Form 8-K must be signed
by the Servicer.] Each of the Servicer, the Trust Administrator, the Owner
Trustee and the [Indenture Trustee] shall promptly notify the Depositor and
the Servicer (if the notifying party is not the Servicer), but in no event
later than one (1) Business Day after its occurrence, of any Reportable Event
of which it has actual knowledge. Each Person shall be deemed to have actual
knowledge of any such event to the extent that it relates to such Person or
any action or failure to act by such Person.

         Section 10.04. Form 10-K Filings.

                  Prior to March 30th of each year, commencing in 20[ ] (or
such earlier date as may be required by the Exchange Act), the Servicer shall
prepare and file on behalf of the Trust Fund a Form 10-K, in form and
substance as required by the Exchange Act. A senior officer in charge of the
servicing function of the Servicer shall sign each Form 10-K filed on behalf
of the Trust Fund. Such Form 10-K shall include as exhibits each (i) annual
compliance statement described under Section 4.26, (ii) annual report on
assessments of compliance with servicing criteria described under Section
10.07 and (iii) accountant's report described under Section 10.07. Each Form
10-K shall also include any Sarbanes-Oxley Certification required to be
included therewith, as described in Section 10.05.

                  If the Item 1119 Parties listed on Exhibit G have changed
since the Closing Date, no later than March 1 of each year, the
[Depositor/Servicer] shall provide each of the Servicer, the Trust
Administrator, the Owner Trustee and the [Indenture Trustee] with an updated
Exhibit G setting forth the Item 1119 Parties. No later than March 15 of each
year, commencing in 20[ ], the Servicer, the Trust Administrator, the Owner
Trustee and the [Indenture Trustee] shall notify the Depositor and the
Servicer of any Form 10-K Disclosure Item, together with a description of any
such Form 10-K Disclosure Item in form and substance reasonably acceptable to
the Depositor. Additionally, each of the Servicer, the Trust Administrator and
the [Indenture

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<PAGE>

Trustee] shall provide, and shall cause each Reporting Subcontractor retained
by the Servicer, the Trust Administrator or the [Indenture Trustee], as
applicable, to provide the following information no later than March 15 of
each year in which a Form 10-K is required to be filed on behalf of the Trust
Fund: (i) if such Person's report on assessment of compliance with servicing
criteria described under Section 10.07 or related registered public accounting
firm attestation report described under Section 10.07 identifies any material
instance of noncompliance, notification of such instance of noncompliance and
(ii) if any such Person's report on assessment of compliance with servicing
criteria or related registered public accounting firm attestation report is
not provided to be filed as an exhibit to such Form 10-K, information
detailing the explanation why such report is not included.

         Section 10.05. Sarbanes-Oxley Certification.

         (a) Each Form 10-K shall include a certification (the "Sarbanes-Oxley
Certification") required by Rules 13a-14(d) and 15d-14(d) under the Exchange
Act (pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 and the rules
and regulations of the Commission promulgated thereunder (including any
interpretations thereof by the Commission's staff)). No later than March 15 of
each year, beginning in 20[ ], the Depositor, the Servicer, the Trust
Administrator and the [Indenture Trustee] shall (unless such person is the
Certifying Person) provide to the Person who signs the Sarbanes-Oxley
Certification (the "Certifying Person") a certification (each, a "Performance
Certification"), in the form attached hereto as Exhibit F-1 (in the case of
the Servicer) and Exhibit F-2 (in the case of the Trust Administrator and the
[Indenture Trustee]), on which the Certifying Person, the entity for which the
Certifying Person acts as an officer, and such entity's officers, directors
and Affiliates (collectively with the Certifying Person, "Certification
Parties") can reasonably rely. The senior officer in charge of the servicing
function of the Servicer shall serve as the Certifying Person on behalf of the
Trust Fund. Neither the Servicer nor the Depositor will request delivery of a
certification under this clause unless the Depositor is required under the
Exchange Act to file an annual report on Form 10-K with respect to the Trust
Fund. In the event that prior to the filing date of the Form 10-K in March of
each year, the Servicer, the Trust Administrator, the [Indenture Trustee] or
the Depositor has actual knowledge of information material to the
Sarbanes-Oxley Certification, the Trust Administrator, the Servicer, the
[Indenture Trustee] or the Depositor, as the case may be, shall promptly
notify the Servicer and the Depositor. The respective parties hereto agree to
cooperate with all reasonable requests made by any Certifying Person or
Certification Party in connection with such Person's attempt to conduct any
due diligence that such Person reasonably believes to be appropriate in order
to allow it to deliver any Sarbanes-Oxley Certification or portion thereof
with respect to the Trust Fund.

         Section 10.06. Form 15 Filing.

                  Prior to January 30 of the first year in which the Depositor
is able to do so under applicable law, the Depositor shall file a Form 15
relating to the automatic suspension of reporting in respect of the Trust Fund
under the Exchange Act.

         Section 10.07. Report on Assessment of Compliance and Attestation.

         (a) On or before March 15 of each calendar year, commencing in 20[ ]:

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<PAGE>

                  (1) Each of the Servicer, the Trust Administrator and the
         [Indenture Trustee] shall deliver to the Depositor and the Servicer a
         report (in form and substance reasonably satisfactory to the
         Depositor) regarding the Servicer's, the Trust Administrator's or the
         [Indenture Trustee]'s, as applicable, assessment of compliance with
         the Servicing Criteria during the immediately preceding calendar
         year, as required under Rules 13a-18 and 15d-18 of the Exchange Act
         and Item 1122 of Regulation AB. Such report shall be signed by an
         authorized officer of such Person and shall address each of the
         Servicing Criteria specified on a certification substantially in the
         form of Exhibit H hereto delivered to the Depositor concurrently with
         the execution of this Agreement. To the extent any of the Servicing
         Criteria are not applicable to such Person, with respect to
         asset-backed securities transactions taken as a whole involving such
         Person and that are backed by the same asset type backing the Notes,
         such report shall include such a statement to that effect. The
         Depositor and the Servicer, and each of their respective officers and
         directors shall be entitled to rely on upon each such servicing
         criteria assessment.

                  (2) Each of the Servicer, the Trust Administrator and the
         [Indenture Trustee] shall deliver to the Depositor and the Servicer a
         report of a registered public accounting firm reasonably acceptable
         to the Depositor that attests to, and reports on, the assessment of
         compliance made by the Servicer, the Trust Administrator or the
         [Indenture Trustee], as applicable, and delivered pursuant to the
         preceding paragraphs. Such attestation shall be in accordance with
         Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities
         Act and the Exchange Act, including, without limitation that in the
         event that an overall opinion cannot be expressed, such registered
         public accounting firm shall state in such report why it was unable
         to express such an opinion. Such report must be available for general
         use and not contain restricted use language. To the extent any of the
         Servicing Criteria are not applicable to such Person, with respect to
         asset-backed securities transactions taken as a whole involving such
         Person and that are backed by the same asset type backing the Notes,
         such report shall include such a statement to that effect.

                  (3) The Servicer shall cause each Reporting Subcontractor to
         deliver to the Depositor an assessment of compliance and accountant's
         attestation as and when provided in paragraphs (a) and (b) of this
         Section 10.07.

                  (4) Each of the Trust Administrator and the [Indenture
         Trustee] shall cause each Reporting Subcontractor to deliver to the
         Depositor and the Servicer an assessment of compliance and
         accountant's attestation as and when provided in paragraphs (a) and
         (b) of this Section.

                  (5) The Servicer, the Trust Administrator and the [Indenture
         Trustee] shall execute (and the Servicer, the Trust Administrator and
         the [Indenture Trustee] shall cause each Reporting Subcontractor to
         execute) a reliance certificate to enable the Certification Parties
         to rely upon each (i) annual compliance statement provided pursuant
         to Section 4.26, (ii) annual report on assessments of compliance with
         servicing criteria provided pursuant to this Section 10.07 and (iii)
         accountant's report provided pursuant to this Section 10.07 and shall
         include a certification that each such annual compliance statement or
         report discloses any deficiencies or defaults described to the
         registered

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<PAGE>

         public accountants of such Person to enable such accountants to
         render the Notes provided for in this Section 10.07. In the event the
         Servicer, the Trust Administrator or Reporting Subcontractor is
         terminated or resigns during the term of this Agreement, such Person
         shall provide a certification to the Certifying Person pursuant to
         this Section 10.07 with respect to the period of time it was subject
         to this Agreement or provided services with respect to the Trust
         Fund, the Notes or the Mortgage Loans.

         (b) An assessment of compliance provided by a Subcontractor pursuant
to Section 10.07(a)(3) or (4) need not address any elements of the Servicing
Criteria other than those specified by the Servicer, the Trust Administrator
or the [Indenture Trustee], as applicable, pursuant to Section 10.07(a)(1).

         Section 10.08. Use of Subcontractors.

         (a) It shall not be necessary for the Servicer, the Trust
Administrator or the [Indenture Trustee] to seek the consent of the Depositor
or any other party hereto to the utilization of any Subcontractor. The
Servicer, the Trust Administrator or the [Indenture Trustee], as applicable,
shall promptly upon request provide to the Depositor (or any designee of the
Depositor, such as the Servicer or administrator) a written description (in
form and substance satisfactory to the Depositor) of the role and function of
each Subcontractor utilized by such Person, specifying (i) the identity of
each such Subcontractor, (ii) which (if any) of such Subcontractors are
"participating in the servicing function" within the meaning of Item 1122 of
Regulation AB, and (iii) which elements of the Servicing Criteria will be
addressed in assessments of compliance provided by each Subcontractor
identified pursuant to clause (ii) of this paragraph.

                  As a condition to the utilization of any Subcontractor
determined to be a Reporting Subcontractor, the Servicer, the Trust
Administrator or the [Indenture Trustee], as applicable, shall cause any such
Subcontractor used by such Person for the benefit of the Depositor to comply
with the provisions of Sections 10.07 and 10.09 of this Agreement to the same
extent as if such Subcontractor were the Servicer, the Trust Administrator or
the [Indenture Trustee], as applicable (except with respect to the Servicer's
duties with respect to preparing and filing any Exchange Act Reports or as the
Certifying Person). The Servicer, the Trust Administrator or the [Indenture
Trustee], as applicable, shall be responsible for obtaining from each
Subcontractor and delivering to the Depositor and the Servicer, any assessment
of compliance and attestation required to be delivered by such Subcontractor
under Section 10.07, in each case as and when required to be delivered.

         Section 10.09. Amendments. In the event the parties to this Agreement
desire to further clarify or amend any provision of this Article X this
Agreement shall be amended to reflect the new agreement between the parties
covering matters in this Article X pursuant to Section 9.03, which amendment
shall not require any Opinion of Counsel or Rating Agency confirmations or the
consent of any Noteholder.


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<PAGE>


         If, during the period that the Depositor is required to file Exchange
Act Reports with respect to the Trust Fund, the Servicer is no longer an
Affiliate of the Depositor, the Depositor shall assume the obligations and
responsibilities of the Servicer in this Article [XI] with respect to the
preparation and filing of the Exchange Act Reports and/or acting as the
Certifying Person, if the Depositor has received indemnity from such successor
Servicer satisfactory to the Depositor, and such Servicer has agreed to
provide a Sarbanes-Oxley Certification to the Depositor substantially in the
form of Exhibit K.


                                     140
<PAGE>


         IN WITNESS WHEREOF, the parties hereto have caused their names to be
signed hereto by their respective officers hereunto duly authorized as of the
day and year first above written.

                                   [ ] 200__-[ ], as Issuer

                                   By:    ________________________, not in
                                          its individual capacity but solely
                                          as Owner Trustee


                                   By: __________________________________
                                   Name:
                                   Title:

                                   INDYMAC MBS, INC.,
                                   as Depositor


                                   By: __________________________________
                                   Name:
                                   Title:

                                   ____________________________________, not
                                   in its individual capacity but solely as
                                   Indenture Trustee


                                   By: __________________________________
                                   Name:
                                   Title:

                                   ________________________,
                                   as Trust Administrator and Servicer


                                   By: __________________________________
                                   Name:
                                   Title:






                         Sale and Servicing Agreement

<PAGE>


                                   ______________________________,
                                   as Servicer


                                   By: __________________________________
                                   Name:
                                   Title:

                                   ________________________, as Seller


                                   By: __________________________________
                                   Name:
                                   Title:

With Respect to Article [XI] only

_________________________, as Owner Trustee

By: _____________________
Name:
Title:








                         Sale and Servicing Agreement

<PAGE>




STATE OF                   )
                           : ss.:
COUNTY OF                  )

                  On this ___ day of ___________ 200_, before me, personally
appeared ____________, known to me to be a _______ of ____________________,
one of the corporations that executed the within instrument, and also known to
me to be the person who executed it on behalf of said corporation, and
acknowledged to me that such corporation executed the within instrument.

                  IN WITNESS WHEREOF, I have hereunto set my hand and affixed
my official seal the day and year in this certificate first above written.

                                        __________________________________
                                        Notary Public

[NOTARIAL SEAL]












                  Notary page to Sale and Servicing Agreement

<PAGE>


STATE OF CALIFORNIA       )
                          : ss.:
COUNTY OF LOS ANGELES     )

                  On the ___ day of ___________ 200_, before me, personally
appeared __________, known to me to be a _________________ of IndyMac MBS,
Inc., one of the corporations that executed the within instrument and also
known to me to be the person who executed it on behalf of said corporation,
and acknowledged to me that such corporation executed the within instrument.

                  IN WITNESS WHEREOF, I have hereunto set my hand and affixed
my official seal the day and year in this certificate first above written.

                                        __________________________________
                                        Notary Public


[NOTARIAL SEAL]











                  Notary page to Sale and Servicing Agreement

<PAGE>


STATE OF                   )
                           : ss.:
COUNTY OF                  )

                  On the ____ of ___________ 200_, before me, a Notary Public
in and for said State, personally appeared ______________ known to me to be a
_____________ of ____________________________________, one of the corporations
that executed the within instrument and also known to me to be the person who
executed it on behalf of said corporation, and acknowledged to me that such
corporation executed the within instrument.

                  IN WITNESS WHEREOF, I have hereunto set my hand and affixed
my official seal the day and year in this certificate first above written.

                                        __________________________________
                                        Notary Public

[NOTARIAL SEAL]














                  Notary page to Sale and Servicing Agreement

<PAGE>


STATE OF                   )
                           : ss.:
COUNTY OF                  )

                  On the ____ of ___________ 200_, before me, a Notary Public
in and for said State, personally appeared ______________ known to me to be a
_____________ of ____________________, a national banking association that
executed the within instrument and also known to me to be the person who
executed it on behalf of said corporation, and acknowledged to me that such
corporation executed the within instrument.

                  IN WITNESS WHEREOF, I have hereunto set my hand and affixed
my official seal the day and year in this certificate first above written.

                                        __________________________________
                                        Notary Public

[NOTARIAL SEAL]









                  Notary page to Sale and Servicing Agreement

<PAGE>


STATE OF                   )
                           : ss.:
COUNTY OF                  )

                  On the ____ of ___________ 200_, before me, a Notary Public
in and for said State, personally appeared ______________ known to me to be a
_____________ of _________________________, one of the corporations that
executed the within instrument and also known to me to be the person who
executed it on behalf of said corporation, and acknowledged to me that such
corporation executed the within instrument.

                  IN WITNESS WHEREOF, I have hereunto set my hand and affixed
my official seal the day and year in this certificate first above written.

                                        __________________________________
                                        Notary Public

[NOTARIAL SEAL]











                  Notary page to Sale and Servicing Agreement

<PAGE>


STATE OF                   )
                           : ss.:
COUNTY OF                  )

                  On the ____ of ___________ 200_, before me, a Notary Public
in and for said State, personally appeared ______________ known to me to be a
_____________ of ____________________________, one of the corporations that
executed the within instrument and also known to me to be the person who
executed it on behalf of said corporation, and acknowledged to me that such
corporation executed the within instrument.

                  IN WITNESS WHEREOF, I have hereunto set my hand and affixed
my official seal the day and year in this certificate first above written.

                                        __________________________________
                                        Notary Public

[NOTARIAL SEAL]












                  Notary page to Sale and Servicing Agreement

<PAGE>



                                  EXHIBIT A-1
                                  -----------

                         FORM OF INITIAL CERTIFICATION


                                                      _________________
                                                               Date

[Trust
Administrator]________________________     ____________________________________
_______________________                             _______________________
_______________________                             _______________________
Attention:  __________________                          Attention:  ___________

[IndyMac MBS, Inc.
155 North Lake Avenue
Pasadena, California 91101]


         Re:      Sale and Servicing Agreement (the "Sale and Servicing
                  Agreement") dated as of _______, 200_ by and among [IndyMac
                  MBS, Inc.], as Depositor, ________________________, as
                  Indenture Trustee, ____________________, as Trust
                  Administrator and Servicer, ______ [ ] 200__-[ ], as Issuer
                  and ____________________________, as Seller

Ladies and Gentlemen:

         In accordance with Section 2.02(a) of the Sale and Servicing
Agreement, subject to review of the contents thereof, the Indenture Trustee
(or its custodian), hereby certifies that it has received the documents listed
in Section 2.01(b) of the Sale and Servicing Agreement for each Mortgage File
pertaining to each Mortgage Loan listed on Schedule A to the Sale and
Servicing Agreement, subject to any exceptions noted on Schedule I hereto.

         Capitalized words and phrases used herein and not otherwise defined
herein shall have the respective meanings assigned to them in the Sale and
Servicing Agreement. This certificate is subject in all respects to the terms
of Section 2.02 of the Sale and Servicing Agreement and the Sale and Servicing
Agreement sections cross-referenced therein.

                                        [Indenture Trustee]

                                        By:___________________________________


                                     A-1-1

<PAGE>

                                             Name:
                                             Title:


<PAGE>




                                  EXHIBIT A-2
                                  -----------

                         FORM OF INTERIM CERTIFICATION
                         -----------------------------


                                                             _________________
                                                                  Date


[Trust Administrator]________________________    _____________________________
_______________________                             _______________________
_______________________                             _______________________
Attention:  __________________                      Attention:  ______________

[IndyMac MBS, Inc.
155 North Lake Avenue
Pasadena, California 91101]

         Re:      Sale and Servicing Agreement (the "Sale and Servicing
                  Agreement") dated as of _______, 200_ by and among [IndyMac
                  MBS, Inc.], as Depositor, _________________________, as
                  Indenture Trustee, ____________________, as Trust
                  Administrator and Servicer, ______ [ ] 200__-[ ], as Issuer
                  and ____________________________, as Seller

Ladies and Gentlemen:

         In accordance with Section 2.02(b) of the Sale and Servicing
Agreement, the undersigned, as Indenture Trustee, hereby certifies that as to
each Mortgage Loan listed in the Mortgage Loan Schedule (other than any
Mortgage Loan paid in full or listed on Schedule I hereto) it (or its
custodian) has received the applicable documents listed in Section 2.01(b) of
the Sale and Servicing Agreement.

         The undersigned hereby certifies that as to each Mortgage Loan
identified on the Mortgage Loan Schedule, other than any Mortgage Loan listed
on Schedule I hereto, it has reviewed the documents identified above and has
determined that each such document appears regular on its face and appears to
relate to the Mortgage Loan identified in such document.

         Capitalized words and phrases used herein shall have the respective
meanings assigned to them in the Sale and Servicing Agreement. This
certificate is qualified in all respects by the terms of said Sale and
Servicing Agreement including, but not limited to, Section 2.02(b).

                                          [Indenture Trustee]


                                          By:_______________________________
                                               Name:
                                               Title:



                                    A-2-1

<PAGE>


                                  EXHIBIT A-3
                                  -----------

                          FORM OF FINAL CERTIFICATION
                          ---------------------------


                                                             _________________
                                                                   Date


[Trust Administrator]________________________    ____________________________
_______________________                          _______________________
_______________________                          _______________________
Attention:  __________________                   Attention:  ______________

[IndyMac MBS, Inc.
155 North Lake Avenue
Pasadena, California 91101]


         Re:      Sale and Servicing Agreement (the "Sale and Servicing
                  Agreement") dated as of _______, 200_ by and among [IndyMac
                  MBS, Inc.], as Depositor, _____________________, as
                  Indenture Trustee, ____________________, as Trust
                  Administrator and Servicer, ______ [ ] 200__-[ ], as Issuer
                  and ____________________________, as Seller

Ladies and Gentlemen:

         In accordance with Section 2.02(d) of the Sale and Servicing
Agreement, the undersigned hereby certifies that as to each Mortgage Loan
listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in
full or listed on Schedule I hereto) it (or its custodian) has received the
applicable documents listed in Section 2.01(b) of the Sale and Servicing
Agreement.

         The undersigned hereby certifies that as to each Mortgage Loan
identified on the Mortgage Loan Schedule, other than any Mortgage Loan listed
on Schedule I hereto, it has reviewed the documents listed above and has
determined that each such document appears to be complete and, based on an
examination of such documents, the information set forth in the Mortgage Loan
Schedule is correct.

         Capitalized words and phrases used herein shall have the respective
meanings assigned to them in the Sale and Servicing Agreement. This
certificate is qualified in all respects by the terms of said Sale and
Servicing Agreement.

                                            [Indenture Trustee]


                                            By:____________________________
                                                  Name:
                                                  Title:

                                     A-3-1

<PAGE>




                                  EXHIBIT A-4
                                  -----------

                              FORM OF ENDORSEMENT
                              -------------------

         Pay to the order of ____________________________________, as
indenture trustee (the "Indenture Trustee") under the Sale and Servicing
Agreement dated as of _______, 200_ by and among [IndyMac MBS, Inc.], as
Depositor, the Indenture Trustee, ____________________, as Trust Administrator
and Servicer, ______ [ ] 200__-[ ], as Issuer, as Seller, relating to ______ [
] 200__-[ ] Mortgage Backed Notes, Series 200_-__, without recourse.

                                        _________________________________
                                        [current signatory on note]

                                        By:_______________________________
                                             Name:
                                             Title:














                                     A-4-1

<PAGE>




                                   EXHIBIT B
                                   ---------

                                  [Reserved]






                                      B-1

<PAGE>



                                   EXHIBIT C
                                   ---------

                          FORM OF LOST NOTE AFFIDAVIT

         I, _________________________________________, being duly sworn, do
hereby state under oath that:

         1. I am a duly elected ______________________ of
____________________________ (the "Company") and am duly authorized to make
this affidavit.

         2. This affidavit is being delivered in connection with the transfer
of the Mortgage Loan described in Paragraph 3 hereof by the Company pursuant
to the Sale and Servicing Agreement, dated as of _______, 200_, among ______
Mortgage Investment Trust 200_-__, as Issuer, [IndyMac MBS, Inc.], as
Depositor, ____________________, as Servicer and as Trust Administrator,
_________________________, as Servicer, ____________________________, as
Seller, and ____________________________________, as Indenture Trustee,
relating to the [ ] 200__-[ ], Mortgage Backed Notes, Series 200_-__ (the
"Agreement").

         3. The ______________ is the payee under the following described
Mortgage Note ("Mortgage Note") which evidences the obligation of the
borrower(s) to repay the Mortgage Loan:

         Loan Number: __________________________________
         Mortgage Note Date:_____________________________
         Borrower(s): ___________________________________
         Original Payee (if not the Company): ___________
         Original Amount:________________________________
         Mortgage Rate: _________________________________
         Address of Mortgaged Property: _________________
         ________________________________________________

         4. The Company is the lawful owner of the Mortgage Note and has not
cancelled, altered, assigned or hypothecated the Mortgage Note.

         5. A thorough and diligent search for the executed original Mortgage
Note was undertaken and was unsuccessful.

         6. Attached hereto is a true and correct copy of the Mortgage Note.

         7. The Mortgage Note has not been endorsed by the Company in any
manner inconsistent with its transfer of the Mortgage Loan under the Mortgage
Loan Purchase Agreement.

         8. Without limiting the generality of the rights and remedies of the
Indenture Trustee contained in the Agreement, the Company hereby confirms and
agrees that in the event the inability to produce the executed original
Mortgage Note results in a breach of the representations, warranties and
covenants appearing in Section 2 of the Mortgage Loan Purchase

                                      C-1

<PAGE>

Agreement and Section 3.01 of the Agreement, the Company shall repurchase the
Mortgage Loan at the Purchase Price and otherwise in accordance with Section
3.03 of the Agreement. In addition, the Company covenants and agrees to
indemnify the Indenture Trustee and the Trust from and hold them harmless
against any and all losses, liabilities, damages, claims or expenses arising
from the Company's failure to have delivered the Mortgage Note to the
Indenture Trustee, including without limitation any such losses, liabilities,
damages, claims or expenses arising from any action to enforce the
indebtedness evidenced by the Mortgage Note or any claim by any third party
who is the holder of such indebtedness by virtue of possession of the Mortgage
Note.

         9. In the event that the Company locates the executed original
Mortgage Note, it shall promptly provide the Mortgage Note to the Indenture
Trustee.

         10. Capitalized terms used but not otherwise defined herein shall
have the meanings given to them in the Agreement.

Date: _______________________

                                      ______________________________
                                      (signature)

                                      ______________________________
                                      (print name)

                                      ______________________________
                                      (print title)


                                      C-2

<PAGE>


                                   EXHIBIT D
                                   ---------

                        ESCROW ACCOUNT LETTER AGREEMENT


                                                       ______________ __, ____

To:      ______________________

         ______________________

         ______________________
         (the "Depository")


                  As Servicer under the Sale and Servicing Agreement dated as
of _______, 200_, by and among [IndyMac MBS, Inc.], as Depositor, you, as
Indenture Trustee, ____________________, as Trust Administrator and Servicer,
[ ] 200__-[ ], as Issuer, _________________________, as Servicer and
____________________________, as Seller (the "Sale and Servicing Agreement"),
we hereby authorize and request you to establish an account, as an Escrow
Account pursuant to Section 4.02(f) of the Sale and Servicing Agreement,
designated as "_________________________ in trust for
_________________________, as Indenture Trustee for [ ] 200__-[ ]." All
deposits in the account shall be subject to withdrawal therefrom by order
signed by the Servicer. This letter is submitted to you in duplicate. Please
execute and return one original to us.

                                      _________________________
                                            Servicer

                                      By: _________________________________
                                           Name: __________________________
                                           Title: _________________________
                                           Date: __________________________










                                     D-1

<PAGE>


                  The undersigned, as Depository, hereby certifies that the
above described account has been established under Account Number ______, at
the office of the Depository indicated above, and agrees to honor withdrawals
on such account as provided above.

                                      _________________________
                                            Depository

                                      By: _________________________________
                                           Name: __________________________
                                           Title: _________________________
                                           Date: __________________________










                                     D-2

<PAGE>



                                  EXHIBIT E-1
                                  -----------

                       FORM OF MONTHLY REMITTANCE ADVICE

                          [On file with the Servicer]













                                     E-1-1


<PAGE>


                                  EXHIBIT E-2
                                  -----------

               STANDARD LAYOUT FOR MONTHLY DEFAULTED LOAN REPORT



                          [On file with the Servicer]










                                     E-2-1

<PAGE>



                                  EXHIBIT E-3
                                  -----------

                         Form 332 Realized Loss Report
                             --------------------

                            [On file with Servicer]










                                     E-3-1



<PAGE>



                                  EXHIBIT F-1

                       FORM OF PERFORMANCE CERTIFICATION
                                  (Servicer)

                    [On file with the Trust Administrator]











                                     F-1-1

<PAGE>


                                  EXHIBIT F-2

                       FORM OF PERFORMANCE CERTIFICATION
                    (Trust Administrator/Indenture Trustee)

                    [On file with the Trust Administrator]







                                     F-2-1

<PAGE>


                                      G-3

                                   EXHIBIT G

                                    FORM OF
                     SERVICING CRITERIA TO BE ADDRESSED IN
                      ASSESSMENT OF COMPLIANCE STATEMENT

         The assessment of compliance to be delivered by [the Servicer]
[Indenture Trustee] [Trust Administrator] shall address, at a minimum, the
criteria identified as below as "Applicable Servicing Criteria":
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------
                                                                                           Applicable Servicing
                                   Servicing Criteria                                            Criteria
------------------------------------------------------------------------------------------ ----------------------
     Reference                                     Criteria
-------------------- --------------------------------------------------------------------- ----------------------
<S>                  <C>                                                                   <C>
                       General Servicing Considerations
--------------------                                                                       ----------------------
1122(d)(1)(i)        Policies and procedures are instituted to monitor any
                     performance or other triggers and events of default in
                     accordance with the transaction agreements.
--------------------                                                                       ----------------------
                     If any material servicing activities are outsourced to
                     third parties, policies and procedures are instituted to
                     monitor the third party's performance and compliance with
1122(d)(1)(ii)       such servicing activities.
--------------------                                                                       ----------------------
                     Any requirements in the transaction agreements to maintain a
1122(d)(1)(iii)      back-up servicer for the mortgage loans are maintained.
--------------------                                                                       ----------------------
                     A fidelity bond and errors and omissions policy is in
                     effect on the party participating in the servicing
                     function throughout the reporting period in the amount of
                     coverage required by and otherwise in accordance with the
1122(d)(1)(iv)       terms of the transaction agreements.
--------------------                                                                       ----------------------
                      Cash Collection and Administration
--------------------                                                                       ----------------------
                     Payments on mortgage loans are deposited into the
                     appropriate custodial bank accounts and related bank
                     clearing accounts no more than two business days
                     following receipt, or such other number of
1122(d)(2)(i)        days specified in the transaction agreements.
--------------------                                                                       ----------------------
                     Disbursements made via wire transfer on behalf of an obligor or to
1122(d)(2)(ii)       an investor are made only by authorized personnel.
--------------------                                                                       ----------------------
                     Advances of funds or guarantees regarding collections,
                     cash flows or distributions, and any interest or other
                     fees charged for such advances, are made, reviewed and
1122(d)(2)(iii)      approved as specified in the transaction agreements.
--------------------                                                                       ----------------------
                     The related accounts for the transaction, such as cash
                     reserve accounts or accounts established as a form of
                     overcollateralization, are separately maintained (e.g.,
                     with respect to commingling of cash) as set forth in the
1122(d)(2)(iv)       transaction agreements.
--------------------                                                                       ----------------------
                     Each custodial account is maintained at a federally
                     insured depository institution as set forth in the
                     transaction agreements. For purposes of this criterion,
                     "federally insured depository institution" with respect
                     to a foreign financial institution means a foreign
                     financial institution that meets the requirements of Rule
1122(d)(2)(v)        13k-1(b)(1) of the Securities Exchange Act.
--------------------                                                                       ----------------------
                     Unissued checks are safeguarded so as to prevent unauthorized
1122(d)(2)(vi)       access.
--------------------                                                                       ----------------------
                     Reconciliations are prepared on a monthly basis for all
                     asset-backed securities related bank accounts, including
                     custodial accounts and related bank clearing accounts.
                     These reconciliations are (A) mathematically accurate;
                     (B) prepared within 30 calendar days after the bank
                     statement cutoff date, or such other number of days
                     specified in the transaction agreements; (C) reviewed and
                     approved by someone other than the person who prepared
                     the reconciliation; and (D) contain explanations for
                     reconciling items. These reconciling items are resolved
                     within 90 calendar days of their original identification,
1122(d)(2)(vii)      or such other number of days specified in the

                                     G-1
<PAGE>


-----------------------------------------------------------------------------------------------------------------
                                                                                           Applicable Servicing
                                   Servicing Criteria                                            Criteria
------------------------------------------------------------------------------------------ ----------------------
     Reference                                     Criteria
-------------------- --------------------------------------------------------------------- ----------------------
                     transaction agreements.
--------------------                                                                       ----------------------
                              Investor Remittances and Reporting
--------------------                                                                       ----------------------
                     Reports to investors, including those to be filed with
                     the Commission, are maintained in accordance with the
                     transaction agreements and applicable Commission
                     requirements. Specifically, such reports (A) are prepared
                     in accordance with timeframes and other terms set forth
                     in the transaction agreements; (B) provide information
                     calculated in accordance with the terms specified in the
                     transaction agreements; (C) are filed with the Commission
                     as required by its rules and regulations; and (D) agree
                     with investors' or the Trust Administrator's records as
                     to the total unpaid principal balance and number of
1122(d)(3)(i)        mortgage loans serviced by the Servicer.
--------------------                                                                       ----------------------
                     Amounts due to investors are allocated and remitted in
                     accordance with timeframes, distribution priority and
1122(d)(3)(ii)       other terms set forth in the transaction agreements.
--------------------                                                                       ----------------------
                     Disbursements made to an investor are posted within two
                     business days to the Servicer's investor records, or such
1122(d)(3)(iii)      other number of days specified in the transaction agreements.
--------------------                                                                       ----------------------
                     Amounts remitted to investors per the investor reports
                     agree with cancelled checks, or other form of payment, or
1122(d)(3)(iv)       custodial bank statements.
--------------------                                                                       ----------------------
                                 Pool Asset Administration
--------------------                                                                       ----------------------
                     Collateral or security on mortgage loans is maintained as required
1122(d)(4)(i)        by the transaction agreements or related mortgage loan documents.
--------------------                                                                       ----------------------
                     Mortgage loan and related documents are safeguarded as required by
1122(d)(4)(ii)       the transaction agreements.
--------------------                                                                       ----------------------
                     Any additions, removals or substitutions to the asset
                     pool are made, reviewed and approved in accordance with
1122(d)(4)(iii)      any conditions or requirements in the transaction agreements.
--------------------                                                                       ----------------------
                     Payments on mortgage loans, including any payoffs, made
                     in accordance with the related mortgage loan documents
                     are posted to the Servicer's obligor records maintained
                     no more than two business days after receipt, or such
                     other number of days specified in the transaction
                     agreements, and allocated to principal, interest or other
                     items (e.g., escrow) in accordance with the related
1122(d)(4)(iv)       mortgage loan documents.
--------------------                                                                       ----------------------
                     The Servicer's records regarding the mortgage loans agree
                     with the Servicer's records with respect to an obligor's
1122(d)(4)(v)        unpaid principal balance.
--------------------                                                                       ----------------------
                     Changes with respect to the terms or status of an
                     obligor's mortgage loans (e.g., loan modifications or
                     re-agings) are made, reviewed and approved by authorized
                     personnel in accordance with the transaction agreements and
1122(d)(4)(vi)       related pool asset documents.
--------------------                                                                       ----------------------
                     Loss mitigation or recovery actions (e.g., forbearance
                     plans, modifications and deeds in lieu of foreclosure,
                     foreclosures and repossessions, as applicable) are
                     initiated, conducted and concluded in accordance with the
                     timeframes or other requirements established by the
1122(d)(4)(vii)      transaction agreements.
--------------------                                                                       ----------------------
                     Records documenting collection efforts are maintained
                     during the period a mortgage loan is delinquent in
                     accordance with the transaction agreements. Such records
                     are maintained on at least a monthly basis, or such other
                     period specified in the transaction agreements, and
                     describe the entity's activities in monitoring delinquent
                     mortgage loans including, for example, phone calls,
                     letters and payment rescheduling plans in cases where
1122(d)(4)(viii)     delinquency is deemed temporary (e.g., illness or unemployment).
--------------------                                                                       ----------------------
                     Adjustments to interest rates or rates of return for
                     mortgage loans with variable rates are computed based on
1122(d)(4)(ix)       the related mortgage loan documents.
--------------------                                                                       ----------------------

                                     G-2
<PAGE>

-----------------------------------------------------------------------------------------------------------------
                                                                                           Applicable Servicing
                                   Servicing Criteria                                            Criteria
------------------------------------------------------------------------------------------ ----------------------
     Reference                                     Criteria
-------------------- --------------------------------------------------------------------- ----------------------
                     Regarding any funds held in trust for an obligor (such as
                     escrow accounts): (A) such funds are analyzed, in
                     accordance with the obligor's mortgage loan documents, on
                     at least an annual basis, or such other period specified
                     in the transaction agreements; (B) interest on such funds
                     is paid, or credited, to obligors in accordance with
                     applicable mortgage loan documents and state laws; and
                     (C) such funds are returned to the obligor within 30
                     calendar days of full repayment of the related mortgage
                     loans, or such other number of days specified in the transaction
1122(d)(4)(x)        agreements.
--------------------                                                                       ----------------------
                     Payments made on behalf of an obligor (such as tax or
                     insurance payments) are made on or before the related
                     penalty or expiration dates, as indicated on the
                     appropriate bills or notices for such payments, provided
                     that such support has been received by the servicer at
                     least 30 calendar days prior to these dates, or such
1122(d)(4)(xi)       other number of days specified in the transaction agreements.
--------------------                                                                       ----------------------
                     Any late payment penalties in connection with any payment
                     to be made on behalf of an obligor are paid from the
                     servicer's funds and not charged to the obligor, unless
1122(d)(4)(xii)      the late payment was due to the obligor's error or omission.
--------------------                                                                       ----------------------
                     Disbursements made on behalf of an obligor are posted
                     within two business days to the obligor's records
                     maintained by the servicer, or such other number of days
1122(d)(4)(xiii)     specified in the transaction agreements.
--------------------                                                                       ----------------------
                     Delinquencies, charge-offs and uncollectible accounts are
                     recognized and recorded in accordance with the transaction
1122(d)(4)(xiv)      agreements.
--------------------                                                                       ----------------------
                     Any external enhancement or other support, identified in
                     Item 1114(a)(1) through (3) or Item 1115 of Regulation
1122(d)(4)(xv)       AB, is maintained as set forth in the transaction agreements.
-------------------- --------------------------------------------------------------------- ----------------------

-------------------- --------------------------------------------------------------------- ----------------------
</TABLE>



                                    [NAME OF SERVICER] [NAME OF TRUST
                                    ADMINISTRATOR] [NAME OF INDENTURE TRUSTEE]


                                    Date:    _________________________

                                    By:  ________________________________
                                    Name:
                                    Title:




                                     G-3

<PAGE>


                                      H-1

                                   EXHIBIT H
                               Item 1119 Parties
                            MORTGAGE BACKED NOTES,
                                Series 200_-__

                                                          [Date]

------------------- ------------------------------------------------------
Party               Contact Information
------------------- ------------------------------------------------------

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

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

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

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

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

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

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

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


                                     H-1

<PAGE>


                                   EXHIBIT I


                   [FORM OF] [CLASS AF-5B] INSURANCE POLICY

                              [On file with [ ].]













                                      I-1

<PAGE>



                                   EXHIBIT J


                    [FORM OF] SUBSEQUENT TRANSFER AGREEMENT

                            [On file with the [ ].]









                                      J-1


<PAGE>


                                   EXHIBIT K


                    [FORM OF] SARBANES-OXLEY CERTIFICATION
                           (Replacement of Servicer)

                            [On file with the [ ].]









                                      K-1

<PAGE>



                                  SCHEDULE A
                                  ----------
                            MORTGAGE LOAN SCHEDULE

                   [On file with the [                 ].]







                                 Schedule A-1