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                MORTGAGE ASSET SECURITIZATION TRANSACTIONS, INC.,
                                    Depositor


                          CENDANT MORTGAGE CORPORATION,
                                   Transferor


                    BISHOP'S GATE RESIDENTIAL MORTGAGE TRUST
             (formerly known as CENDANT RESIDENTIAL MORTGAGE TRUST),
                                   Transferor


                          CENDANT MORTGAGE CORPORATION,
                                    Servicer


                                       and


                        WELLS FARGO BANK MINNESOTA, N.A.,
                                     Trustee


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


                         POOLING AND SERVICING AGREEMENT
                          Dated as of September 1, 2001


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


                     MASTR ASSET SECURITIZATION TRUST 2001-1


                MORTGAGE PASS-THROUGH CERTIFICATES, Series 2001-1





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<PAGE>




                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----

                                    ARTICLE I

                                   DEFINITIONS

Section 1.02.  Certain Calculations.........................................


                                   ARTICLE II

          CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS AND WARRANTIES

Section 2.01.  Conveyance of Mortgage Loans.................................
Section 2.02.  Acceptance by Trustee of the Mortgage Loans..................
Section 2.03.  Representations, Warranties and Covenants of the
                Transferors.................................................
Section 2.04.  Representations and Warranties of the Depositor as to the
                Mortgage Loans..............................................
Section 2.05.  [Reserved.]..................................................
Section 2.06.  Execution and Delivery of Certificates.......................
Section 2.07.  REMIC Matters................................................
Section 2.08.  Covenants of the Servicer....................................
Section 2.09.  Representations and Warranties of the Servicer...............


                                   ARTICLE III

                          ADMINISTRATION AND SERVICING
                                OF MORTGAGE LOANS

Section 3.01.  Servicer to Service Mortgage Loans...........................
Section 3.02.  Subservicing; Enforcement of the Obligations of Servicers....
Section 3.03.  Rights of the Depositor and the Trustee in Respect of the
                Servicer....................................................
Section 3.04.  Trustee to Act as Servicer...................................
Section 3.05.  Collection of Mortgage Loan Payments; Collection Account;
                Distribution Account........................................
Section 3.06.  Collection of Taxes, Assessments and Similar Items;
                Escrow Accounts.............................................
Section 3.07.  Access to Certain Documentation and Information Regarding
                the Mortgage Loans..........................................
Section 3.08.  Permitted Withdrawals from the Collection Account and
                Distribution Account........................................
Section 3.09.  Maintenance of Hazard Insurance; Maintenance of Primary
                Insurance Policies..........................................
Section 3.10.  Enforcement of Due-on-Sale Clauses; Assumption Agreements....
Section 3.11.  Realization Upon Defaulted Mortgage Loans; Additional
                Collateral..................................................
Section 3.12.  Trustee to Cooperate; Release of Mortgage Files..............
Section 3.13.  Documents Records and Funds in Possession of Servicer to
                Be Held for the Trustee.....................................
Section 3.14.  Servicing Compensation.......................................
Section 3.15.  Access to Certain Documentation..............................
Section 3.16.  Annual Statement as to Compliance............................
Section 3.17.  Annual Independent Public Accountants' Servicing
                Statement; Financial Statements.............................
Section 3.18.  Errors and Omissions Insurance; Fidelity Bonds...............


                                   ARTICLE IV

                   DISTRIBUTIONS AND ADVANCES BY THE SERVICER

Section 4.01.  Advances.....................................................
Section 4.02.  Priorities of Distribution...................................
Section 4.03.  Allocation of Realized Losses................................
Section 4.04.  Monthly Statements to Certificateholders.....................
Section 4.05.  Determination of LIBOR.......................................


                                    ARTICLE V

                                THE CERTIFICATES

Section 5.01.  The Certificates.............................................
Section 5.02.  Certificate Register; Registration of Transfer and
                Exchange of Certificates....................................
Section 5.03.  Mutilated, Destroyed, Lost or Stolen Certificates............
Section 5.04.  Persons Deemed Owners........................................
Section 5.05.  Access to List of Certificateholders' Names and Addresses....
Section 5.06.  Maintenance of Office or Agency..............................


                                   ARTICLE VI

                         THE DEPOSITOR AND THE SERVICER

Section 6.01.  Respective Liabilities of the Depositor and the Servicer.....
Section 6.02.  Merger or Consolidation of the Depositor or the Servicer.....
Section 6.03.  Limitation on Liability of the Depositor, the Loan
                Seller, the Transferors, the Servicer and Others............
Section 6.04.  Limitation on Resignation of Servicer........................


                                   ARTICLE VII

                                     DEFAULT

Section 7.01.  Events of Default............................................
Section 7.02.  Trustee to Act; Appointment of Successor.....................
Section 7.03.  Notification to Certificateholders...........................


                                  ARTICLE VIII

                             CONCERNING THE TRUSTEE

Section 8.01.  Duties of Trustee............................................
Section 8.02.  Certain Matters Affecting the Trustee........................
Section 8.03.  Trustee Not Liable for Certificates or Mortgage Loans........
Section 8.04.  Trustee May Own Certificates.................................
Section 8.05.  Trustee's Expenses...........................................
Section 8.06.  Eligibility Requirements for Trustee.........................
Section 8.07.  Resignation and Removal of Trustee...........................
Section 8.08.  Successor Trustee............................................
Section 8.09.  Merger or Consolidation of Trustee...........................
Section 8.10.  Appointment of Co-Trustee or Separate Trustee................
Section 8.11.  Tax Matters..................................................
Section 8.12.  Periodic Filings.............................................


                                   ARTICLE IX

                                   TERMINATION

Section 9.01.  Termination upon Liquidation or Purchase of all Mortgage
                Loans.......................................................
Section 9.02.  Final Distribution on the Certificates.......................
Section 9.03.  Additional Termination Requirements..........................


                                    ARTICLE X

                            MISCELLANEOUS PROVISIONS

Section 10.01. Amendment....................................................
Section 10.02. Recordation of Agreement; Counterparts.......................
Section 10.03. Governing Law................................................
Section 10.04. Intention of Parties.........................................
Section 10.05. Notices......................................................
Section 10.06. Severability of Provisions...................................
Section 10.07. Assignment...................................................
Section 10.08. Limitation on Rights of Certificateholders...................
Section 10.09. Inspection and Audit Rights..................................
Section 10.10. Certificates Nonassessable and Fully Paid....................
Section 10.11. Non-Petition Agreement.......................................


                                    SCHEDULES

Schedule I:   Mortgage Loan Schedule........................................
Schedule II:  Representations and Warranties of each Transferor.............
Schedule III: Representations and Warranties as to the Mortgage Loans.......
Schedule IV:  Form of Monthly Servicer Report...............................


                                   [EXHIBITS]

Exhibit A-1:  Form of Class A-1 Certificate.................................
Exhibit A-2:  Form of Class A-2 Certificate.................................
Exhibit A-3:  Form of Class A-3 Certificate.................................
Exhibit A-4:  Form of Class A-4 Certificate.................................
Exhibit A-5:  Form of Class A-5 Certificate.................................
Exhibit A-6:  Form of Class A-6 Certificate.................................
Exhibit A-7:  Form of Class A-7 Certificate.................................
Exhibit A-8:  Form of Class A-8 Certificate.................................
Exhibit A-X:  Form of Class A-X Certificate.................................
Exhibit A-R:  Form of Class A-R Certificate.................................
Exhibit A-LR  Form of Class A-LR Certificate................................
Exhibit A-PO: Form of Class PO Certificate..................................
Exhibit B:    Form of B-1, B-2 or B-3 Certificate...........................
Exhibit C:    Form of Private Certificate...................................
Exhibit D:    (Reserved)....................................................
Exhibit E:    Form of Reverse of Certificates...............................
Exhibit F:    Form of Initial Certification.................................
Exhibit G:    Form of Final Certification of Trustee........................
Exhibit H:    Transfer Affidavit............................................
Exhibit I:    Form of Transferor Certificate................................
Exhibit J:    Form of Investment Letter (Non-Rule 144A).....................
Exhibit K:    Form of Rule 144A Letter......................................
Exhibit L:    Request for Release (for Trustee).............................

<PAGE>




          THIS POOLING AND SERVICING AGREEMENT, dated as of September 1, 2001,
among MORTGAGE ASSET SECURITIZATION TRANSACTIONS, INC., a Delaware corporation,
as depositor (the "Depositor"), CENDANT MORTGAGE CORPORATION, a New Jersey
corporation, as transferor ("Cendant"), and as servicer (in such capacity, the
"Servicer"), BISHOP'S GATE RESIDENTIAL MORTGAGE TRUST (formerly known as CENDANT
RESIDENTIAL MORTGAGE TRUST), a Delaware business trust, as transferor ("Bishop's
Gate" and, together with Cendant, the "Transferors" and, each separately, a
"Transferor"), and WELLS FARGO BANK MINNESOTA, N.A., a national banking
association, as trustee (the "Trustee").

                                 WITNESSETH THAT

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

                              PRELIMINARY STATEMENT

          The Depositor is the owner of the Trust Fund that is hereby conveyed
to the Trustee in return for the Certificates. The Trust Fund is being conveyed
to the Trustee to create a trust for the benefit of the Certificateholders. The
Trust Fund for federal income tax purposes will consist of two REMICs. The
Lower-Tier REMIC will consist of all of the assets constituting the Trust Fund
(other than the Lower-Tier REMIC Regular Interests and proceeds thereof in the
Distribution Account) and will be evidenced by the Lower-Tier REMIC Regular
Interests (which will be uncertificated and will represent the "regular
interests" in the Lower-Tier REMIC) and the Class A-LR Certificate as the single
"residual interest" in the Lower-Tier REMIC. The Trustee will hold the
Lower-Tier REMIC Regular Interests. The Upper-Tier REMIC will consist of the
Lower-Tier REMIC Regular Interests and proceeds thereof in the Distribution
Account and will be evidenced by the Regular Certificates (which will represent
the "regular interests" in the Upper-Tier REMIC) and the Class A-R Certificate
as the single "residual interest" of the Upper-Tier REMIC. The "latest possible
maturity date" for federal income tax purposes of all interests created hereby
will be the Latest Possible Maturity Date.

          The following table sets forth characteristics of the Certificates,
together with the minimum denominations and integral multiples in excess thereof
in which such Classes shall be issuable (except that one Certificate of each
Class of Certificates may be issued in a different amount):

<PAGE>




<TABLE>
<CAPTION>
                 INITIAL CLASS
                  CERTIFICATE                                                INTEGRAL
                   BALANCE OR                                                MULTIPLES
                 CLASS NOTIONAL      PASS-THROUGH      MINIMUM              IN EXCESS OF
                     AMOUNT              RATE        DENOMINATION             MINIMUM
                 --------------      ------------    ------------           ------------

<S>               <C>                     <C>        <C>                    <C>
Class A-1         $ 57,733,000            6.75%      $     25,000           $          1
Class A-2         $  4,153,000            6.75%      $      1,000           $          1
Class A-3         $ 40,000,000           (1)         $     25,000           $          1
Class A-4                   (2)          (3)         $ 20,000,000(4)        $          1
Class A-5         $ 43,200,000            6.75%      $     25,000           $          1
Class A-6         $ 66,667,000            6.00%      $     25,000           $          1
Class A-7         $ 10,000,000            6.75%      $     25,000           $          1
Class A-8         $  9,044,000            6.75%      $     25,000           $          1
Class PO          $    662,451           (5)         $     25,000           $          1
Class A-R         $         50            6.75%      $         50                    N/A
Class A-LR        $         50            6.75%      $         50                    N/A
Class A-X                   (6)          (7)         $108,220,000(4)        $          1
Class B-1         $  3,838,000            6.75%      $     25,000           $          1
Class B-2         $  1,679,000            6.75%      $     25,000           $          1
Class B-3         $  1,199,000            6.75%      $     25,000           $          1
Class B-4         $    719,000            6.75%      $     25,000           $          1
Class B-5         $    480,000            6.75%      $     25,000           $          1
Class B-6         $    480,364.23         6.75%      $     25,000           $          1

------------
<FN>
(1)  The Pass-Through Rate for the Class A-3 Certificates for any Distribution
     Date will be a per annum rate equal to (i) 0.650% plus (ii) LIBOR, subject
     to a maximum rate of 8.000%.

(2)  The Class A-4 Certificates are interest-only certificates, will not be
     entitled to distributions in respect of principal and will bear interest on
     their Notional Amount (initially, $40,000,000).

(3)  The Pass-Through Rate for the Class A-4 Certificates for any Distribution
     Date will be a per annum rate equal to (i) 7.350% minus (ii) LIBOR, subject
     to a maximum rate of 7.350%.

(4)  Minimum Denomination is based on 50% of the Notional Amount of such Class.

(5)  The Class PO Certificates will be Principal Only Certificates and will not
     bear interest.

(6)  The Class A-X Certificates are interest-only certificates, will not be
     entitled to distributions in respect of principal and will bear interest on
     their Notional Amount (initially, $216,440,623).

(7)  The Pass-Through Rate for the Class A-X Certificates for any Distribution
     Date will be a per annum rate equal to (i) the average of the Net Mortgage
     Rates of the Non-Discount Mortgage Loans, weighted on the basis of their
     respective Scheduled Principal Balances minus (ii) 6.75%.
</FN>
</TABLE>

<PAGE>




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

Accretion Directed
  Certificates............... The Class A-1, Class A-2, Class A-3, Class A-6 and
                              Class A-7 Certificates.

Accrual Certificates......... The Class A-8 Certificates.

Book-Entry Certificates...... All Classes of Offered Certificates other than the
                              Physical Certificates.

Class A Certificates......... The Class A-1, Class A-2, Class A-3, Class A-4,
                              Class A-5, Class A-6, Class A-7, Class A-8, Class
                              A-X, Class A-R and Class A-LR Certificates.

Class B Certificates......... The Class B-1, Class B-2, Class B-3, Class B-4,
                              Class B-5 and Class B-6 Certificates.

ERISA-Restricted
  Certificates............... The Residual Certificates and the Private
                              Certificates.

Junior Certificates.......... The Class B-1, Class B-2, Class B-3, Class B-4,
                              Class B-5 and Class B-6 Certificates.

LIBOR Certificates........... The Class A-3 and Class A-4 Certificates.

Notional Amount
  Certificates............... The Class A-4 and Class A-X Certificates.

Offered Certificates......... All Classes of Certificates other than the Private
                              Certificates.

Physical Certificates........ The Private Certificates and the Residual
                              Certificates.

Principal Only
  Certificates............... The Class PO Certificates.

Private Certificates......... The Class B-4, Class B-5 and Class B-6
                              Certificates.

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

Regular Certificates......... All Classes of Certificates, other than the
                              Residual Certificates.

Residual Certificates........ The Class A-R and Class A-LR Certificates.

Scheduled Principal
  Classes.................... None.

Senior Certificates.......... The Class A-1, Class A-2, Class A-3, Class A-4,
                              Class A-5, Class A-6, Class A-7, Class A-8, Class
                              A-X, Class PO, Class A-R and Class A-LR
                              Certificates.

          With respect to any of the foregoing designations as to which the
corresponding reference is "None," all defined terms and provisions herein
relating solely to such designations shall be of no force or effect, and any
calculations herein incorporating references to such designations shall be
interpreted without reference to such designations and amounts. Defined terms
and provisions herein relating to statistical rating agencies not designated
above as Rating Agencies shall be of no force or effect.

                                   ARTICLE I

                                   DEFINITIONS

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

          Accretion Directed Certificates: As specified in the Preliminary
Statement.

          Accrual Certificates: As specified in the Preliminary Statement.

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

          Additional Collateral: The Additional Collateral, as defined in the
Additional Collateral Assignment Agreement.

          Additional Collateral Assignment Agreement: The Additional Collateral
Assignment and Servicing Agreement, dated as of August 1, 2001, between Cendant
Mortgage Corporation, as servicer and UBS Warburg Real Estate Securities Inc.,
as purchaser.

          Additional Collateral Mortgage Loans: The Additional Collateral
Mortgage Loans, as defined in the Additional Collateral Assignment Agreement and
identified as such on the Mortgage Loan Schedule.

          Adjustment Amount: With respect to each anniversary of the Cut-off
Date, the amount, if any, by which the Special Hazard Loss Coverage Amount
(without giving effect to the deduction of the Adjustment Amount for such
anniversary) exceeds the lesser of:

          (1) an amount calculated by the Servicer and approved by each of
     Moody's and S&P, which amount shall not be less than $500,000; and

          (2) the greater of (x) 1% (or if greater than 1%, the highest
     percentage of Mortgage Loans by principal balance secured by Mortgaged
     Properties in any California zip code) of the outstanding principal balance
     of all the Mortgage Loans on the Distribution Date immediately preceding
     such anniversary and (y) twice the outstanding principal balance of the
     Mortgage Loan which has the largest outstanding principal balance on the
     Distribution Date immediately preceding such anniversary.

          Advance: The payment required to be made by the Servicer with respect
to any Distribution Date pursuant to Section 4.01, the amount of any such
payment being equal to the aggregate of payments of principal and interest (net
of the Servicing Fee and net of any net income in the case of any REO Property)
on the Mortgage Loans that were due on the related Due Date and not received as
of the close of business on the related Determination Date, less the aggregate
amount of any such delinquent payments that the Servicer has determined would
constitute a Nonrecoverable Advance if advanced.

          Affiliate: When used with reference to a specified Person that (i)
directly or indirectly controls or is controlled by or is under common control
with the specified Person, (ii) is an officer of, partner in or trustee of, or
serves in a similar capacity with respect to, the specified person or of which
the specified Person is an officer, partner or trustee, or with respect to which
the specified Person serves in a similar capacity, or (iii) directly or
indirectly is the beneficial owner of 10% or more of any class of equity
securities of the specified Person or of which the specified person is directly
or indirectly the owner of 10% or more of any class of equity securities.

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

          Allocable Share: As to any Distribution Date, the Junior Optimal
Principal Amount and any Class of Junior Certificates, the portion of the Junior
Optimal Principal Amount allocable to such Class, equal to the product of the
Junior Optimal Principal Amount on such Distribution Date and a fraction, the
numerator of which is the related Class Principal Balance thereof and the
denominator of which is the aggregate of the Class Principal Balances of the
Junior Certificates.

          Amount Available for Senior Principal: As to any Distribution Date,
Available Funds for such Distribution Date reduced by the aggregate amount
distributable on such Distribution Date in respect of interest on the Senior
Certificates pursuant to Section 4.02(a)(ii).

          Amount Held for Future Distribution: As to any Distribution Date, the
aggregate amount held in the Collection Account at the close of business on the
related Determination Date on account of (i) Principal Prepayments received
after the related Prepayment Period, and Liquidation Proceeds and Insurance
Proceeds received in the month of such Distribution Date and (ii) all Scheduled
Payments due after the related Due Date.

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

          Assignment: An individual assignment of a 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 of
record the sale or transfer of the Mortgage Loan.

          Available Funds: As to any Distribution Date, the sum of (a) the
aggregate amount held in the Collection Account at the close of business on the
related Determination Date net of the Amount Held for Future Distribution and
net of amounts permitted to be withdrawn from the Collection Account pursuant to
clauses (i)-(ix), inclusive, of Section 3.08(a) and amounts permitted to be
withdrawn from the Distribution Account pursuant to clauses (i)-(iv) inclusive
of Section 3.08(b), (b) the amount of the related Advance and (c) in connection
with Defective Mortgage Loans, as applicable, the aggregate of the Purchase
Prices and Substitution Adjustment Amounts deposited on the related Distribution
Account Deposit Date.

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

          Bankruptcy Coverage Termination Date: The point in time at which the
Bankruptcy Loss Coverage Amount is reduced to zero.

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

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

          Bishop's Gate: Bishop's Gate Residential Mortgage Trust (formerly
known as Cendant Residential Mortgage Trust), a Delaware business trust, and its
successors and assigns, in its capacity as seller of the Mortgage Loans to the
Loan Seller.

          Book-Entry Certificates: As specified in the Preliminary Statement.

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

          Cendant: Cendant Mortgage Corporation, a New Jersey corporation, and
its successors and assigns, in its capacity as seller of the Mortgage Loans to
the Loan Seller.

          Cendant Loan Sale Date: The date that the Loan Seller purchased the
Mortgage Loans from the Transferors pursuant to the Cendant Mortgage Loan
Purchase Agreement.

          Cendant Mortgage Loan Purchase Agreement: The Mortgage Loan Flow
Purchase, Sale and Servicing Agreement, dated as of August 1, 2001, between the
Loan Seller, Cendant and Bishop's Gate, as the same may be amended from time to
time.

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

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

          Certificate Principal Balance: With respect to any Certificate at any
date, the maximum dollar amount of principal to which the Holder thereof is then
entitled hereunder, such amount being equal to the Denomination thereof minus
the sum of (i) all distributions of principal previously made with respect
thereto and (ii) all Realized Losses allocated thereto and, in the case of any
Junior Certificates, all other reductions in Certificate Principal Balance
previously allocated thereto pursuant to Section 4.03. In addition to the
foregoing, with respect to the Class A-8 Certificates and any Distribution Date
prior to the Class A-8 Accretion Termination Date, in accordance with Section
4.02(b), the Class Principal Balance of the Class A-8 Certificates will be
increased by the Class A-8 Accrual Amount for such Distribution Date and the
Certificate Principal Balance of any individual Class A-8 Certificate will be
increased by its pro rata share of such Class A-8 Accrual Amount.

          Certificate Register: The register maintained pursuant to Section 5.02
hereof.

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

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

          Class A-5 Distribution Amount: For any Distribution Date, (i) the
Class A-5 Scheduled Distribution Percentage multiplied by the Senior Percentage
multiplied by the applicable Non-PO Percentage of all amounts described in
clauses (a) through (d) of the definition of "Non-PO Formula Principal Amount"
for such Distribution Date, (ii) with respect to each Mortgage Loan that became
a Liquidated Loan during the calendar month preceding the month of such
Distribution Date, the lesser of (A) the Class A-5 Scheduled Distribution
Percentage multiplied by the Senior Percentage multiplied by the applicable
Non-PO Percentage of the Scheduled Principal Balance of such Mortgage Loan, or
(B) either (a) the Class A-5 Prepayment Distribution Percentage multiplied by
the Senior Percentage, or (b) if an Excess Loss was sustained with respect to
such Liquidated Loan during such prior calendar month, the Class A-5 Pro Rata
Percentage multiplied by the Senior Percentage multiplied by the applicable
Non-PO Percentage of the amount of the Liquidation Proceeds allocable to
principal received with respect to such Mortgage Loan, and (iii) the Class A-5
Prepayment Distribution Percentage multiplied by the Senior Percentage
multiplied by the applicable Non-PO Percentage of the amounts described in
clause (f) of the definition of "Non-PO Formula Principal Amount" for such
Distribution Date; provided, however, that if a Bankruptcy Loss that is an
Excess Loss is sustained with respect to a Mortgage Loan that is not a
Liquidated Loan, the Class A-5 Distribution Amount will be reduced on the
related Distribution Date by the Class A-5 Scheduled Distribution Percentage
multiplied by the Senior Percentage multiplied by the applicable Non-PO
Percentage of the principal portion of such Bankruptcy Loss.

          Class A-5 Percentage: A fraction, the numerator of which is the sum of
(a) the Class Principal Balance of the Class A-5 Certificates immediately prior
to such Distribution Date and (b) $16,800,000 and the denominator of which is
the aggregate Class Principal Balance of all Classes of Senior Certificates
(other than the Class PO Certificates) immediately prior to such Distribution
Date.

          Class A-5 Prepayment Distribution Percentage: For any Distribution
Date, the Class A-5 Percentage multiplied by (i) 0% until and including the
Distribution Date in September 2006, (ii) 30% from the Distribution Date in
October 2006 until and including the Distribution Date in September 2007, (iii)
40% from the Distribution Date in October 2007 until and including the
Distribution Date in September 2008, (iv) 60% from the Distribution Date in
October 2008 until and including the Distribution Date in September 2009, (v)
80% from the Distribution Date in October 2009 until and including the
Distribution Date in September 2010 and (vi) 100% thereafter.

          Class A-5 Pro Rata Percentage: means with respect to any Distribution
Date, the percentage obtained by dividing:

          (1) the Class Principal Balance of the Class A-5 Certificates
     immediately preceding such Distribution Date by

          (2) the Class Principal Balance of all the Senior Certificates (other
     than the Class PO, Class A-4 and Class A-X certificates) immediately
     preceding such Distribution Date.

          Class A-5 Scheduled Distribution Percentage: For any Distribution Date
is equal to (i) 0% until and including the Distribution Date in September 2006
and (ii) the Class A-5 Percentage, from and including the Distribution Date in
October 2006 and thereafter.

          Class A-8 Accretion Termination Date: The earlier to occur of:

          (1) the Distribution Date following the Distribution Date on which the
     aggregate Class Principal Balance of the Class A-1, Class A-2, Class A-3,
     Class A-6 and Class A-7 Certificates is reduced to zero and

          (2) the Distribution Date following the Cross-Over Date.

          Class A-8 Accrual Amount: As specified in Section 4.02(a).

          Class Interest Shortfall: As to any Distribution Date and Class, the
amount by which the amount described in clause (i) of the definition of Accrued
Certificate Interest for such Class exceeds the amount of interest actually
distributed on such Class on such Distribution Date pursuant to such clause (i).

          Class PO Deferred Amount: As to any Distribution Date prior to the
Cross-Over Date, the sum of (i) the applicable PO Percentage of the principal
portion of each Realized Loss, other than an Excess Loss, on a Discount Mortgage
Loan, to be allocated to the Class PO Certificates on such Distribution Date and
(ii) all amounts previously allocated to the Class PO Certificates in respect of
such losses and not yet paid to the Holders of the Class PO Certificates.

          Class PO Principal Distribution Amount: As to any Distribution Date,
the sum of the applicable PO Percentage of (a) the principal portion of each
Scheduled Payment (without giving effect, prior to the Bankruptcy Coverage
Termination Date, to any reductions thereof caused by any Debt Service
Reductions or Deficient Valuations) due on each Mortgage Loan on the related Due
Date, (b) the Scheduled Principal Balance of each Mortgage Loan that was
repurchased by a Transferor pursuant to this Agreement as of such Distribution
Date, (c) the Substitution Adjustment Amount in connection with any Deleted
Mortgage Loan received with respect to such Distribution Date, (d) any Insurance
Proceeds or Liquidation Proceeds allocable to recoveries of principal of
Mortgage Loans that are not yet Liquidated Loans received during the calendar
month preceding the month of such Distribution Date, (e) with respect to each
Mortgage Loan that became a Liquidated Loan during the month preceding the
calendar month of such Distribution Date, the lesser of (i) the Scheduled
Principal Balance of such Mortgage loan and (ii) the amount of Liquidation
Proceeds allocable to principal received during the month preceding the month of
such Distribution Date with respect to such Mortgage Loan and (f) the sum of (i)
all Principal Prepayments in full received during the related Prepayment Period
and (ii) all partial Principal Prepayments applied during the related Prepayment
Period; provided, however, that if a Bankruptcy Loss that is an Excess Loss is
sustained with respect to a Mortgage Loan that is not a Liquidated Loan, the
Class PO Principal Distribution Amount will be reduced on the related
Distribution Date by the applicable PO Percentage of the principal portion of
such Bankruptcy Loss.

          Class Prepayment Distribution Trigger: With respect to any Class of
the Class B Certificates and any Distribution Date, if the fraction, the
numerator of which is the Class Principal Balance of such Class immediately
prior to such Distribution Date and each Class subordinate thereto, and
denominator of which is the Pool Principal Balance with respect to that
Distribution Date, equals or exceeds such percentage calculated as of the
Closing Date.

          Class Principal Balance: With respect to any Class and as to any date
of determination, the aggregate of the Certificate Principal Balances of all
Certificates of such Class as of such date.

          Class Unpaid Interest Amounts: As to any Distribution Date and Class
of interest bearing Certificates, the amount by which the aggregate Class
Interest Shortfalls for such Class on prior Distribution Dates exceeds the
amount distributed on such Class on prior Distribution Dates pursuant to clause
(ii) of the definition of Accrued Certificate Interest.

          Closing Date: September 28, 2001.

          Code: The Internal Revenue Code of 1986, including any successor or
amendatory provisions.

          Collection Account: The separate Eligible Account or Accounts created
and maintained by the Servicer pursuant to Section 3.05 with a depository
institution in the name of the Servicer for the benefit of the Trustee on behalf
of Certificateholders and designated "Wells Fargo Bank Minnesota, N.A. in trust
for the registered holders of Mortgage Asset Securitization Transactions, Inc.
Mortgage Pass-Through Certificates Series 2001-1."

          Corporate Trust Office: The designated office of the Trustee at which
at any particular time its corporate trust business with respect to this
Agreement shall be administered, which office at the date of the execution of
this Agreement is located, for Certificate transfer purposes, at Wells Fargo
Center, Sixth and Marquette, Minneapolis, Minnesota 55479-0113, Attention:
Corporate Trust Services - MASTR 2001-1, and for all other purposes, at 11000
Broken Land Parkway, Columbia, Maryland 21044-3562, Attention: Corporate Trust
Services - MASTR 2001-1, and each of which is the address to which appropriate
notices to and correspondence with the Trustee should be directed.

          Corresponding Classes of Certificates and Corresponding Lower-Tier
REMIC Regular Interests: With respect to each Lower-Tier REMIC Regular Interest
and Class of Certificates appearing opposite each other as follows:

--------------------------------------------------------------------------------
Corresponding Lower-Tier REMIC Regular
Interest                                 Corresponding Class of Certificates
--------------------------------------------------------------------------------
Class A-L1 Interest                      Class  A-1   Certificates,   Class  A-2
                                         Certificates,  Class  A-5  Certificates
                                         and Class A-7 Certificates
--------------------------------------------------------------------------------
Class A-L3 Interest                      Class  A-3  Certificates  and Class A-4
                                         Certificates
--------------------------------------------------------------------------------
Class A-L6 Interest                      Class A-6 Certificates
--------------------------------------------------------------------------------
Class A-L8 Interest                      Class A-8 Certificates
--------------------------------------------------------------------------------
Class A-LX Interest                      Class A-X Certificates
--------------------------------------------------------------------------------
Class LPO Interest                       Class PO Certificates
--------------------------------------------------------------------------------
Class A-LUR Interest                     Class A-R Certificate
--------------------------------------------------------------------------------
Class B-L1 Interest                      Class B-1 Certificates
--------------------------------------------------------------------------------
Class B-L2 Interest                      Class B-2 Certificates
--------------------------------------------------------------------------------
Class B-L3 Interest                      Class B-3 Certificates
--------------------------------------------------------------------------------
Class B-L4 Interest                      Class B-4 Certificates
--------------------------------------------------------------------------------
Class B-L5 Interest                      Class B-5 Certificates
--------------------------------------------------------------------------------
Class B-L6 Interest                      Class B-6 Certificates
--------------------------------------------------------------------------------

          Cross-Over Date: The Distribution date on which the Class Principal
Balances of the Junior Certificates have been reduced to zero.

          Cut-off Date: September 1, 2001.

          Cut-off Date Pool Balance: $239,854,915.18.

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

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

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

          Deficient Valuation: With respect to any Mortgage Loan, a valuation by
a court of competent jurisdiction of the Mortgaged Property in an amount less
than the then-outstanding indebtedness under the Mortgage Loan, or any reduction
in the amount of principal to be paid in connection with any Scheduled Payment
that results in a permanent forgiveness of principal, which valuation or
reduction results from an order of such court which is final and non-appealable
in a proceeding under the Bankruptcy Code.

          Definitive Certificates: Any Certificate evidenced by a Physical
Certificate and any Certificate issued in lieu of a Book-Entry Certificate
pursuant to Section 5.02(e).

          Deleted Mortgage Loan: As defined in Section 2.03(c) hereof.

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

          Depositor: Mortgage Asset Securitization Transactions, Inc., a
Delaware corporation, or its successor in interest.

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

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

          Determination Date: As to any Distribution Date, the 16th day of each
month, or if such 16th day is not a Business Day, the Business Day immediately
preceding the 16th day.

          Discount Mortgage Loan: Any Mortgage Loan with a Net Mortgage Rate
that is less than the Required Coupon.

          Distribution Account: The separate Eligible Account created and
maintained by the Trustee pursuant to Section 3.05 in the name of the Trustee
for the benefit of the Certificateholders and designated "Wells Fargo Bank
Minnesota, N.A. in trust for registered holders of MASTR Asset Securitization
Trust 2001-1 Mortgage Pass-Through Certificates, Series 2001-1." Funds in the
Distribution Account shall be held in trust for the Certificateholders for the
uses and purposes set forth in this Agreement.

          Distribution Account Deposit Date: As to any Distribution Date, 12:30
p.m. Eastern time on the 18th day of each calendar month, or if such day is not
a Business Day, the next preceding Business Day.

          Distribution Date: The 25th day of each calendar month after the
initial issuance of the Certificates, or if such 25th day is not a Business Day,
the next succeeding Business Day, commencing in October 2001.

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

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

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

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

          ERISA-Restricted Certificate: As specified in the Preliminary
Statement.

          Escrow Account: The Eligible Account or Accounts established and
maintained pursuant to Section 3.06(a) hereof.

          Excess Loss: The amount of any (i) Fraud Loss realized after the Fraud
Loss Coverage Termination Date, (ii) Special Hazard Loss realized after the
Special Hazard Coverage Termination Date or (iii) Bankruptcy Loss realized after
the Bankruptcy Coverage Termination Date.

          Excess Proceeds: With respect to any Liquidated Loan, the amount, if
any, by which the sum of any Liquidation Proceeds of such Mortgage Loan received
in the calendar month in which such Mortgage Loan became a Liquidated Loan,
exceeds (i) the Scheduled Principal Balance of such Liquidated Loan as of the
Due Date in the month in which such Mortgage Loan became a Liquidated Loan plus
(ii) accrued interest at the Mortgage Rate from the Due Date as to which
interest was last paid or advanced (and not reimbursed) to Certificateholders up
to the Due Date applicable to the Distribution Date immediately following the
calendar month during which such liquidation occurred.

          Exchange Act: The Securities Exchange Act of 1934, as amended from
time to time.

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

          Fannie Mae Guide: The FNMA/Fannie Mae Selling Guide and the Servicing
Guide, collectively, in effect on and after the Cendant Loan Sale Date.

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

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

          Fitch: Fitch, Inc., or any successor thereto.

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

          Fraud Loss Coverage Amount: As of the Closing Date, $2,398,549.15,
subject to reduction from time to time by the amount of Fraud Losses allocated
to the Certificates. In addition, on each anniversary of the Cut-off Date, the
Fraud Loss Coverage Amount will be reduced as follows: (a) on the first and
second anniversaries of the Cut-off Date, to an amount equal to the lesser of
(i) 1% of the then current Pool Principal Balance and (ii) the excess of the
Fraud Loss Coverage Amount as of the preceding anniversary of the Cut-off Date
over the cumulative amount of Fraud Losses that would have been allocated to the
Certificates in the absence of the Loss Allocation Limitation since such
preceding anniversary; (b) on the third and fourth anniversaries of the Cut-off
Date, to an amount equal to the lesser of (i) 0.5% of the then current Pool
Principal Balance and (ii) the excess of the Fraud Loss Coverage Amount as of
the preceding anniversary of the Cut-off Date over the cumulative amount of
Fraud Losses that would have been allocated to the Certificates in the absence
of the Loss Allocation Limitation since such preceding anniversary; and (c) on
the earlier to occur of the Cross-Over Date and the fifth anniversary of the
Cut-off Date, to zero.

          Fraud Loss Coverage Termination Date: The point in time at which the
Fraud Loss Coverage Amount is reduced to zero.

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

          Freddie Mac: Freddie Mac, 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.

          Freddie Mac Servicing Guide: The FHLMC/Freddie Mac Seller' and
Servicers' Guide in effect on and after the Cendant Loan Sale Date.

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

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

          Initial Bankruptcy Coverage Amount: $100,000.

          Initial LIBOR Rate: 3.64%.

          Insolvency Proceeding: With respect to any Person: (i) any case,
action, or proceeding with respect to such Person before any court or other
governmental authority relating to bankruptcy, reorganization, insolvency,
liquidation, receivership, dissolution, winding-up, or relief of debtors; or
(ii) any general assignment for the benefit of creditors, composition,
marshaling of assets for creditors, or other, similar arrangement in respect of
the creditors generally of such Person or any substantial portion of such
Person's creditors, in any case undertaken under federal, state or foreign law,
including the Bankruptcy Code.

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

          Insurance Proceeds: Proceeds paid by an insurer pursuant to any
Insurance Policy, in each case other than any amount included in such Insurance
Proceeds in respect of Insured Expenses, to the extent such proceeds are not
applied to the restoration of the related Mortgaged Property or released to the
borrower in accordance with the Servicer's normal servicing procedures.

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

          Interest Accrual Period: With respect to each Class of Certificates
(other than the Class A-3 and Class A-4 Certificates), Corresponding Lower-Tier
REMIC Regular Interests and any Distribution Date, the calendar month prior to
the month of such Distribution Date, and for the Class A-3 and Class A-4
Certificates and Corresponding Lower-Tier REMIC Regular Interests, the period
from and including the 25th day of the month preceding the month in which such
Distribution Date occurs to and including the 24th day of the month in which
such Distribution Date occurs.

          Junior Certificates: As specified in the Preliminary Statement.

          Junior Optimal Principal Amount: For any Distribution Date, the sum of
(i) the Junior Percentage of the applicable Non-PO Percentage of all amounts
described in clauses (a) through (d) of the definition of "Non-PO Formula
Principal Amount" for such Distribution Date, (ii) with respect to each Mortgage
Loan that became a Liquidated Loan during the calendar month preceding the month
of such Distribution Date, the lesser of (A) the Junior Percentage of the
applicable Non-PO Percentage of the Scheduled Principal Balance of such Mortgage
Loan, or (B) either (a) the Junior Prepayment Percentage, or (b) if an Excess
Loss was sustained with respect to such Liquidated Loan during such prior
calendar month, the Junior Percentage, of the applicable Non-PO Percentage of
the amount of the Liquidation Proceeds allocable to principal received with
respect to such Mortgage Loan, and (iii) the Junior Prepayment Percentage of the
applicable Non-PO Percentage of the amounts described in clause (f) of the
definition of "Non-PO Formula Principal Amount" for such Distribution Date;
provided, however, that if a Bankruptcy Loss that is an Excess Loss is sustained
with respect to a Mortgage Loan that is not a Liquidated Loan, the Junior
Optimal Principal Amount will be reduced on the related Distribution Date by the
Junior Percentage of the applicable Non-PO Percentage of the principal portion
of such Bankruptcy Loss.

          Junior Percentage: As to any Distribution Date, 100% minus the Senior
Percentage for such Distribution Date.

          Junior Prepayment Percentage: As to any Distribution Date, 100% minus
the Senior Prepayment Percentage for such Distribution Date.

          Latest Possible Maturity Date: The Distribution Date following the
third anniversary of the scheduled maturity date of the Mortgage Loan having the
latest scheduled maturity date as of the Cut-off Date.

          Lender-Paid Mortgage Insurance Amount: With respect to any Lender-Paid
Mortgage Insurance Loan, the interest portion of each Monthly Payment that is
paid by the related Mortgagor that will be used to pay the monthly premium of
the "lender-paid" Primary Insurance Policy on such Lender-Paid Mortgage
Insurance Loan, which is calculated by multiplying the Scheduled Principal
Balance as of the related date of determination on such Lender-Paid Mortgage
Insurance Loan by the applicable Lender-Paid Mortgage Insurance Rate.

          Lender-Paid Mortgage Insurance Loan: Each of the three Mortgage Loans
identified on the Mortgage Loan Schedule as having a Lender-Paid Mortgage
Insurance Rate.

          Lender-Paid Mortgage Insurance Rate: With respect to any Lender-Paid
Mortgage Insurance Loan, a per annum rate equal to the percentage indicated on
the Mortgage Loan Schedule under the heading "Lender-Paid Mortgage Insurance
Rate."

          LIBOR: As to any Distribution Date, the arithmetic mean of the London
Interbank offered rate quotations for one-month U.S. Dollar deposits, as
determined by the Trustee in accordance with Section 4.05.

          LIBOR Certificates: As specified in the Preliminary Statement.

          LIBOR Determination Date: As to any Distribution Date and any Class of
LIBOR Certificates, the second London Business Day prior to the beginning of the
applicable Interest Accrual Period for such Class and such Distribution Date.

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

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

          Loan Seller: UBS Real Estate Securities Inc., a Delaware corporation,
seller of the Mortgage Loans to the Depositor pursuant to the Mortgage Loan
Purchase Agreement.

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

          London Business Day: Any Business Day on which banks are open for
dealing in foreign currency and exchange in London, England, the City of New
York and the State where the Corporate Trust Office is located.

          Loss Allocation Limitation: As defined in Section 4.03(d) hereof.

          Lost Mortgage Note: Any Mortgage Note the original of which was
permanently lost or destroyed and has not been replaced.

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

          Lower-Tier REMIC Interest: Any one of the Lower-Tier REMIC Regular
Interests or the Class A-LR Certificate.

          Lower-Tier REMIC Regular Interest: Any of the Class A-L1 Interest,
Class A-L3 Interest, Class A-L6 Interest, Class A-L8 Interest, Class A-LX
Interest, Class LPO Interest, Class A-LUR Interest, Class B-L1 Interest, Class
B-L2 Interest, Class B-L3 Interest, Class B-L4 Interest, Class B-L5 Interest and
Class B-L6 Interest.

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

          Monthly Payment: The scheduled monthly payment of principal and
interest on a Mortgage Loan which is payable by a Mortgagor under the related
Mortgage Note.

          Monthly Statement: The statement delivered to the Certificateholders
pursuant to Section 4.04.

          Moody's: Moody's Investors Service, Inc., or any successor thereto. If
Moody's is designated as a Rating Agency in the Preliminary Statement, for
purposes of Section 10.05(b) the address for notices to Moody's shall be Moody's
Investors Service, Inc., 99 Church Street, New York, New York 10007, Attention:
Residential Mortgage Monitoring Group, or such other address as Moody's may
hereafter furnish to the Depositor and the Servicer.

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

          Mortgage File: The mortgage documents listed in Section 2.01 hereof
pertaining to a particular Mortgage Loan and any additional documents delivered
to the Trustee to be added to the Mortgage File pursuant to this Agreement.

          Mortgage Loan Purchase Agreement: The Mortgage Loan Purchase
Agreement, dated as of September 1, 2001, between the Loan Seller and the
Depositor, as the same may be amended from time to time.

          Mortgage Loan Schedule: The list of Mortgage Loans (as from time to
time amended by the Servicer to reflect the addition of Eligible Substitute
Mortgage Loans and the deletion of Deleted Mortgage Loans pursuant to the
provisions of this Agreement) transferred to the Trustee as part of the Trust
Fund and from time to time subject to this Agreement, attached hereto as
Schedule I, setting forth the following information with respect to each
Mortgage Loan: (1) the Mortgage Loan identifying number; (2) the Mortgagor's
first and last name; (3) the street address of the Mortgaged Property including
the city, state and zip code; (4) the original principal balance of the Mortgage
Loan; (5) the Scheduled Principal Balance of the Mortgage Loan as of the close
of business on the Cut-off Date; (6) the unpaid principal balance of the
Mortgage Loan as of the close of business on the Cut-off Date; (7) the last
scheduled Due Date on which a Monthly Payment was applied to the Scheduled
Principal Balance; (8) the last Due Date on which a Monthly Payment was actually
applied to the unpaid principal balance; (9) the Mortgage Rate in effect
immediately following origination; (10) the Mortgage Rate in effect immediately
following the Cut-off Date (if different from (9)); (11) the amount of the
Monthly Payment at origination; (12) the amount of the Monthly Payment as of the
Cut-off Date (if different from (11)); (13) a code indicating whether the
Mortgaged Property is owner-occupied, a second home or an investor property;
(14) a code indicating whether the Mortgaged Property is a single family
residence, a two-family residence, a three-family residence, a four-family
residence, a planned-unit development, or a condominium; (15) a code indicating
the loan purpose (i.e., purchase, rate/term refinance, cash-out refinance); (16)
the stated maturity date; (17) the original months to maturity; (18) the
remaining months to maturity from the Cut-off Date based on the original
amortization schedule and, if different, the remaining months to maturity
expressed in the same manner but based on the actual amortization schedule; (19)
the origination date of the Mortgage Loan; (20) the Appraised Value (including
the purchase price of the Mortgaged Property, if applicable) and Loan-to-Value
Ratio at origination; (21) the date on which the first Monthly Payment was due
on the Mortgage Loan after the origination date; (22) a code indicating the
documentation style of the Mortgage Loan; (23) a code indicating if the Mortgage
Loan is subject to a Primary Insurance Policy and, if so, the name of the
Qualified Mortgage Insurer, the certificate number and the coverage amount of
the Primary Insurance Policy; (24) a code indicating if the Mortgage Loan is
subject to a "lender-paid" Primary Insurance Policy and, if so, the name of the
Qualified Mortgage Insurer, the certificate number and the coverage amount of
the Primary Insurance Policy, and the Lender-Paid Mortgage Insurance Rate; (25)
the Servicing Fee Rate; (26) a code indicating whether a Mortgage Loan is an
Additional Collateral Mortgage Loan and, if so, the type of Additional
Collateral program and the total pledged amount; (27) the program pursuant to
which the Mortgage Loan was underwritten; (28) a code indicating whether the
Mortgage Loan is subject to a prepayment penalty and, if so, the term of such
prepayment penalty; (29) the credit score (or mortgage score) of the Mortgagor;
(30) a code indicating the number of times the Mortgage Loan was delinquent in
the prior twelve months; and (31) the debt-to-income ratio of the Mortgage Loan.

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

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

          Mortgage 100 Pledge Agreement: As defined in the Additional Collateral
Assignment Agreement.

          Mortgage Rate: The annual rate of interest borne by a Mortgage Note
from time to time.

          Mortgaged Property: The underlying property securing a Mortgage Loan.

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

          Net Mortgage Rate: As to each Mortgage Loan, and at any time, the per
annum rate equal to the Mortgage Rate less (i) the related Servicing Fee Rate
and (ii) with respect to each Lender-Paid Mortgage Insurance Loan, the
Lender-Paid Mortgage Insurance Rate. For purposes of determining whether any
Eligible Substitute Mortgage Loan is a Discount Mortgage Loan or a Non-Discount
Mortgage Loan and for purposes of calculating the applicable PO Percentage and
applicable Non-PO Percentage, each Eligible Substitute Mortgage Loan shall be
deemed to have a Net Mortgage Rate equal to the Net Mortgage Rate of the Deleted
Mortgage Loan for which it is substituted.

          Net Prepayment Interest Shortfalls: As to any Distribution Date, the
amount by which the aggregate of Prepayment Interest Shortfalls during the
related Prepayment Period exceeds an amount equal to the aggregate Servicing Fee
for such Distribution Date before reduction of the Servicing Fee in respect of
such Prepayment Interest Shortfalls.

          Non-Discount Mortgage Loan: Any Mortgage Loan with a Net Mortgage Rate
that is greater than or equal to the Required Coupon.

          Non-PO Formula Principal Amount: As to any Distribution Date, the sum
of the applicable Non-PO Percentage of (a) the principal portion of each
Scheduled Payment (without giving effect, prior to the Bankruptcy Coverage
Termination Date, to any reductions thereof caused by any Debt Service
Reductions or Deficient Valuations) due on each Mortgage Loan on the related Due
Date, (b) the Scheduled Principal Balance of each Mortgage Loan that was
repurchased by a Transferor pursuant to this Agreement as of such Distribution
Date, (c) the Substitution Adjustment Amount in connection with any Deleted
Mortgage Loan received with respect to such Distribution Date, (d) any Insurance
Proceeds or Liquidation Proceeds allocable to recoveries of principal of
Mortgage Loans that are not yet Liquidated Loans received during the calendar
month preceding the month of such Distribution Date, (e) with respect to each
Mortgage Loan that became a Liquidated Loan during the calendar month preceding
the month of such Distribution Date, the amount of the Liquidation Proceeds
allocable to principal received during the calendar month preceding the month of
such Distribution Date with respect to such Mortgage Loan and (f) the sum of (i)
all Principal Prepayments in full received during the related Prepayment Period
and (ii) all partial Principal Prepayments applied during the related Prepayment
Period.

          Non-PO Percentage: As to any Discount Mortgage Loan, a fraction
(expressed as a percentage) the numerator of which is the Net Mortgage Rate of
such Discount Mortgage Loan and the denominator of which is the Required Coupon.
As to any Non-Discount Mortgage Loan, 100%.

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

          Notice of Final Distribution: The notice to be provided pursuant to
Section 9.02 to the effect that final distribution on any of the Certificates
shall be made only upon presentation and surrender thereof.

          Notional Amount: With respect to any Distribution Date and the Class
A-X Certificates and Class A-LX Interest, the aggregate of the Scheduled
Principal Balances of the Non-Discount Mortgage Loans as of the Due Date in the
month of such Distribution Date (prior to giving effect to any Scheduled
Payments due on such Mortgage Loans on such Due Date). With respect to any
Distribution Date and the Class A-4 Certificates, the Class Principal Balance of
the Class A-3 Certificates immediately prior to such Distribution Date.

          Offered Certificates: As specified in the Preliminary Statement.

          Officer's Certificate: A certificate (i) signed by the Chairman of the
Board, the Vice Chairman of the Board, the President, a Managing Director, a
Vice President (however denominated), an Assistant Vice President, the
Treasurer, the Secretary, or one of the Assistant Treasurers or Assistant
Secretaries of the Depositor or the Servicer, or (ii), if provided for in this
Agreement, signed by a Servicing Officer, as the case may be, and delivered to
the Depositor and the Trustee, as the case may be, as required by this
Agreement.

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

          Optional Termination: The termination of the trust created hereunder
in connection with the purchase of the Mortgage Loans pursuant to Section
9.01(a) hereof.

          Original Junior Principal Balance: The aggregate of the Class
Principal Balances of the Junior Certificates as of the Closing Date.

          OTS: The Office of Thrift Supervision.

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

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

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

          Outstanding Mortgage Loan: As of any Due Date, a Mortgage Loan with a
Scheduled Principal Balance greater than zero which was not the subject of a
Principal Prepayment in Full prior to such Due Date and which did not become a
Liquidated Loan prior to such Due Date.

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

          Parent Power(R)Guaranty Agreement for Real Estate: As defined in the
Additional Collateral Assignment Agreement.

          Parent Power(R)Guaranty and Security Agreement for Securities Account:
As defined in the Additional Collateral Assignment Agreement.

          Pass-Through Rate: For any interest bearing Class of Certificates, the
per annum rate set forth or calculated in the manner described in the
Preliminary Statement.

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

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

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

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

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

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

          (v) demand or time deposits or certificates of deposit issued by any
     bank or trust company or savings institution to the extent that such
     deposits are fully insured by the FDIC and are then rated in the highest
     long-term and the highest short-term ratings of each Rating Agency for such
     securities, or such lower ratings as will not result in the downgrading or
     withdrawal of the ratings then assigned to the Certificates by either
     Rating Agency;

          (vi) guaranteed reinvestment agreements issued by any bank, insurance
     company or other corporation containing, at the time of the issuance of
     such agreements, such terms and conditions as will not result in the
     downgrading or withdrawal of the rating then assigned to the Certificates
     by either Rating Agency;

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

          (viii) securities (other than stripped bonds, stripped coupons or
     instruments sold at a purchase price in excess of 115% of the face amount
     thereof) bearing interest or sold at a discount issued by any corporation
     incorporated under the laws of the United States or any state thereof
     which, at the time of such investment, have the highest rating of each
     Rating Agency, or such lower rating as will not result in the downgrading
     or withdrawal of the rating then assigned to the Certificates by either
     Rating Agency, as evidenced by a signed writing delivered by each Rating
     Agency;

          (ix) units of a taxable money-market portfolio having the highest
     rating assigned by each Rating Agency and restricted to obligations issued
     or guaranteed by the United States of America or entities whose obligations
     are backed by the full faith and credit of the United States of America and
     repurchase agreements collateralized by such obligations;

          (x) any mutual fund, money market fund, common trust fund or other
     pooled investment vehicle, the assets of which are limited to instruments
     that otherwise would constitute Permitted Investments hereunder, including
     any such fund that is managed by the Trustee or any affiliate of the
     Trustee or for which the Trustee or any of its affiliates acts as an
     adviser as long as such fund is rated in at least the highest rating
     category by Moody's or S and P; and

          (xi) such other investments bearing interest or sold at a discount
     acceptable to each Rating Agency as will not result in the downgrading or
     withdrawal of the rating then assigned to the Certificates by either Rating
     Agency, as evidenced by a signed writing delivered by each Rating Agency.

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

          Permitted Transferee: Any Person other than (i) the United States, any
State or political subdivision thereof, or any agency or instrumentality of any
of the foregoing, (ii) a foreign government, International Organization or any
agency or instrumentality of either of the foregoing, (iii) an organization
(except certain farmers' cooperatives described in section 521 of the Code)
which is exempt from tax imposed by Chapter 1 of the Code (including the tax
imposed by section 511 of the Code on unrelated business taxable income) on any
excess inclusions (as defined in section 860E(c)(l) of the Code) with respect to
any Residual Certificate, (iv) rural electric and telephone cooperatives
described in section 1381(a)(2)(C) of the Code, (v) a Person that is not a
citizen or resident of the United States, a corporation, partnership (except as
provided in applicable Treasury Regulations), or other entity created or
organized in or under the laws of the United States or any political subdivision
thereof, an estate whose income is subject to United States federal income tax
purposes regardless of its source or a trust if a court within the United States
is able to exercise primary supervision over the administration of the trust and
one or more persons described in this clause (v) have the authority to control
all substantial decisions of the trust (or, to the extent provided in applicable
Treasury Regulations, certain trusts in existence on August 20, 1996 which are
eligible to elect to be treated as United States persons) unless such Person has
furnished the transferor and the Trustee with a duly completed Internal Revenue
Service Form W-8ECI or any applicable successor form, and (vi) any other Person
so designated by the Depositor based upon an Opinion of Counsel that the
Transfer of an Ownership Interest in a Residual Certificate to such Person may
cause either REMIC hereunder to fail to qualify as a REMIC at any time that the
Certificates are outstanding. The terms "United States," "State" and
"International Organization" shall have the meanings set forth in section 7701
of the Code or successor provisions. A corporation will not be treated as an
instrumentality of the United States or of any State or political subdivision
thereof for these purposes if all of its activities are subject to tax and, with
the exception of the Federal Home Loan Mortgage Corporation, a majority of its
board of directors is not selected by such government unit.

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

          Physical Certificate: As specified in the Preliminary Statement.

          PO Percentage: As to any Discount Mortgage Loan, 100% minus the Non-PO
Percentage for such Discount Mortgage Loan. As to any Non-Discount Mortgage
Loan, 0%.

          Pool Principal Balance: As to any Distribution Date, the aggregate of
the Scheduled Principal Balances of the Mortgage Loans which were Outstanding
Mortgage Loans on the Due Date in the month preceding the month of such
Distribution Date.

          Prepayment Interest Excess: As to any Principal Prepayment received
or, in the case of partial Principal Prepayments, applied, by the Servicer from
the first day through the fifteenth day of any calendar month (other than the
calendar month in which the Cut-off Date occurs), all amounts paid by the
related Mortgagor in respect of interest on such Principal Prepayment. All
Prepayment Interest Excess shall be paid to the Servicer as additional servicing
compensation.

          Prepayment Interest Shortfall: As to any Distribution Date, Mortgage
Loan and Principal Prepayment received or, in the case of partial Principal
Prepayments, applied, during the month preceding the month of such Distribution
Date, the amount, if any, by which one month's interest at the related Net
Mortgage Rate on such Principal Prepayment exceeds the amount of interest paid
in connection with such Principal Prepayment.

          Prepayment Period: As to any Distribution Date, the calendar month
preceding the month of such Distribution Date.

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

          Principal Prepayment: Any payment of principal by a Mortgagor on a
Mortgage Loan that is received in advance of its scheduled Due Date and is not
accompanied by an amount representing scheduled interest due on any date or
dates in any month or months subsequent to the month of prepayment. Partial
Principal Prepayments shall be applied by the Servicer in accordance with the
terms of the related Mortgage Note, and to the extent the Mortgage Note does not
provide otherwise, shall be applied in the Prepayment Period preceding the
receipt thereof.

          Principal Prepayment in Full: Any Principal Prepayment made by a
Mortgagor of the entire principal balance of a Mortgage Loan.

          Private Certificate: As specified in the Preliminary Statement.

          Pro Rata Share: As to any Distribution Date and any Mortgage Loan (i)
with respect to the Class A-X Certificates, (a) the ratio that (x) the excess,
if any, of the Net Mortgage Rate with respect to such Mortgage Loan over the
Required Coupon bears to (y) such Net Mortgage Rate or (b) if the Net Mortgage
Rate with respect to such Mortgage Loan does not exceed the Required Coupon,
zero, (ii) with respect to the Class PO Certificates, zero and (iii) with
respect to each other Class of Certificates the product of (a) the lesser of (I)
the ratio that the Required Coupon bears to such Net Mortgage Rate and (II) one,
multiplied by (b) the ratio that the amount calculated with respect to such
Distribution Date for such Class pursuant to clause (i) of the definition of
Accrued Certificate Interest (without giving effect to any reduction of such
amount pursuant to Section 4.02(d)) bears to the amount calculated with respect
to such Distribution Date for all Class of Certificates pursuant to clause (i)
of the definition of Accrued Certificate Interest (without giving effect to any
reduction of such amount pursuant to Section 4.02(d)).

          Prospectus Supplement: The Prospectus Supplement dated September 24,
2001 relating to the Offered Certificates.

          PUD: Planned Unit Development.

          Purchase Price: With respect to any Mortgage Loan required to be
purchased by a Transferor pursuant to Section 2.02 or 2.03 hereof, an amount
equal to the sum of (i) 100% of the unpaid principal balance of the Mortgage
Loan on the date of such purchase, and (ii) accrued and unpaid interest thereon
at the applicable Mortgage Rate from the date through which interest was last
paid by the Mortgagor or the Servicer made an Advance in respect thereof (which
was not reimbursed) to the Due Date in the month in which the Purchase Price is
to be distributed to Certificateholders.

          Qualified Insurer: A mortgage guaranty insurance company duly
qualified as such under the laws of the state of its principal place of business
and each state having jurisdiction over such insurer in connection with the
insurance policy issued by such insurer, duly authorized and licensed in such
states to transact a mortgage guaranty insurance business in such states and to
write the insurance provided by the insurance policy issued by it, approved as a
Fannie Mae-approved mortgage insurer and having a claims paying ability rating
of at least "AA" or equivalent rating by a nationally recognized statistical
rating organization. Any replacement insurer with respect to a Mortgage Loan
must have at least as high a claims paying ability rating as the insurer it
replaces had on the Closing Date.

          Qualified Mortgage Insurer: American Guaranty Corporation,
Commonwealth Mortgage Assurance Company, General Electric Mortgage Insurance
Companies, Mortgage Guaranty Insurance Corporation, PMI Mortgage Insurance
Company, Republic Mortgage Insurance Company or United Guaranty Residential
Insurance Corporation, as long as such mortgage insurer remains Fannie Mae and
Freddie Mac approved.

          Rating Agency: Each of the Rating Agencies specified in the
Preliminary Statement. If any such organization or a successor is no longer in
existence, "Rating Agency" shall be such nationally recognized statistical
rating organization, or other comparable Person, as is designated by the
Depositor, notice of which designation shall be given to the Trustee. References
herein to a given rating category of a Rating Agency shall mean such rating
category without giving effect to any modifiers.

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

          Record Date: With respect to any Distribution Date, the close of
business on the last Business Day of the month preceding the month in which such
Distribution Date occurs.

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

          Regular Certificates: As specified in the Preliminary Statement.

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

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

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

          REMIC Change of Law: Any proposed, temporary or final regulation,
revenue ruling, revenue procedure or other official announcement or
interpretation relating to REMICs and the REMIC Provisions issued after the
Closing Date.

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

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

          Request for Release: The Request for Release submitted by the Servicer
to the Trustee, substantially in the form of Exhibit L.

          Required Coupon: 6.75% per annum.

          Required Insurance Policy: With respect to any Mortgage Loan, any
insurance policy that is required to be maintained from time to time under this
Agreement.

          Residual Certificates: As specified in the Preliminary Statement.

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

          Restricted Classes: As defined in Section 4.02(e).

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

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

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

          Senior Certificates: As specified in the Preliminary Statement.

          Senior Optimal Principal Amount: For any Distribution Date, the sum of
(i) the Senior Percentage of the applicable Non-PO Percentage of all amounts
described in clauses (a) through (d) of the definition of "Non-PO Formula
Principal Amount" for such Distribution Date, (ii) with respect to each Mortgage
Loan that became a Liquidated Loan during the calendar month preceding the month
of such Distribution Date, the lesser of (A) the Senior Percentage of the
applicable Non-PO Percentage of the Scheduled Principal Balance of such Mortgage
Loan, or (B) either (a) the Senior Prepayment Percentage, or (b) if an Excess
Loss was sustained with respect to such Liquidated Loan during such prior
calendar month, the Senior Percentage, of the applicable Non-PO Percentage of
the amount of the Liquidation Proceeds allocable to principal received with
respect to such Mortgage Loan, and (iii) the Senior Prepayment Percentage of the
applicable Non-PO Percentage of the amounts described in clause (f) of the
definition of "Non-PO Formula Principal Amount" for such Distribution Date;
provided, however, that if a Bankruptcy Loss that is an Excess Loss is sustained
with respect to a Mortgage Loan that is not a Liquidated Loan, the Senior
Optimal Principal Amount will be reduced on the related Distribution Date by the
Senior Percentage of the applicable Non-PO Percentage of the principal portion
of such Bankruptcy Loss.

          Senior Percentage: As to any Distribution Date, the percentage
equivalent of a fraction the numerator of which is the aggregate of the Class
Principal Balances of each Class of Senior Certificates (other than the Class
A-4, Class A-X and Class PO Certificates) immediately preceding such
Distribution Date and the denominator of which is the aggregate of the Class
Principal Balances of all Classes of Certificates (other than the Class A-4,
Class A-X and Class PO Certificates) immediately preceding such Distribution
Date.

          Senior Prepayment Percentage: For any Distribution Date during the
five years beginning on the first Distribution Date, 100%. The Senior Prepayment
Percentage for any Distribution Date occurring on or after the fifth anniversary
of the first Distribution Date will, except as provided herein, be as follows:
for any Distribution Date in the first year thereafter, the Senior Percentage
plus 70% of the Junior Percentage for such Distribution Date; for any
Distribution Date in the second year thereafter, the Senior Percentage plus 60%
of the Junior Percentage for such Distribution Date; for any Distribution Date
in the third year thereafter, the Senior Percentage plus 40% of the Junior
Percentage for such Distribution Date; for any Distribution Date in the fourth
year thereafter, the Senior Percentage plus 20% of the Junior Percentage for
such Distribution Date; and for any Distribution Date thereafter, the Senior
Percentage for such Distribution Date (unless on any Distribution Date the
Senior Percentage exceeds the initial Senior Percentage, in which case the
Senior Prepayment Percentage for such Distribution Date will once again equal
100%). Notwithstanding the foregoing, no decrease in the Senior Prepayment
Percentage will occur unless both of the Senior Step Down Conditions are
satisfied.

          Senior Step Down Conditions: As of the last day of the month preceding
the applicable Distribution Date as to which any decrease in the Senior
Prepayment Percentage applies, (i) the aggregate Scheduled Principal Balance of
all Mortgage Loans delinquent 60 days or more, as a percentage of the aggregate
principal balance of the Junior Certificates on such Distribution Date, does not
equal or exceed 50% and (ii) cumulative Realized Losses with respect to the
Mortgage Loans do not exceed (a) with respect to the Distribution Date on the
fifth anniversary of the first Distribution Date, 30% of the Original Junior
Principal Balance, (b) with respect to the Distribution Date on the sixth
anniversary of the first Distribution Date, 35% of the Original Junior Principal
Balance, (c) with respect to the Distribution Date on the seventh anniversary of
the first Distribution Date, 40% of the Original Junior Principal Balance, (d)
with respect to the Distribution Date on the eighth anniversary of the first
Distribution Date, 45% of the Original Junior Principal Balance and (e) with
respect to the Distribution Date on the ninth anniversary of the first
Distribution Date, 50% of the Original Junior Principal Balance.

          Servicer: Cendant Mortgage Corporation, a New Jersey corporation, and
its successors and assigns, in its capacity as servicer hereunder.

          Servicer Advance Date: As to any Distribution Date, the 18th day of
each calendar month, or if such 18th day is not a Business Day, the immediately
preceding Business Day.

          Servicer Event of Termination: As defined in Section 7.01 hereof.

          Servicing Advances: All customary, reasonable and necessary "out of
pocket" costs and expenses incurred in the performance by the Servicer of its
servicing obligations, including, but not limited to, the cost of (i) the
preservation, restoration and protection of a Mortgaged Property, (ii) any
expenses reimbursable to the Servicer pursuant to Section 3.11 and any
enforcement or judicial proceedings, including foreclosures, (iii) the
management and liquidation of any REO Property and (iv) compliance with the
obligations under Section 3.09.

          Servicing Fee: As to each Mortgage Loan and any Distribution Date, an
amount payable out of each full payment of interest received on such Mortgage
Loan and equal to one-twelfth of the Servicing Fee Rate multiplied by the
Scheduled Principal Balance of such Mortgage Loan as of the Due Date in the
month of such Distribution Date (prior to giving effect to any Scheduled
Payments due on such Mortgage Loan on such Due Date), subject to reduction as
provided in Section 3.14.

          Servicing Fee Rate: With respect to each Mortgage Loan, 0.25% per
annum.

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

          Similar Law: As defined in Section 5.02(b) hereof.

          S&P: Standard & Poor's, a division of The McGraw-Hill Companies, Inc.
If S&P is designated as a Rating Agency in the Preliminary Statement, for
purposes of Section 10.05(b) the address for notices to S&P shall be Standard &
Poor's, 25 Broadway, 12th Floor, New York, New York 10004, Attention: Mortgage
Surveillance Monitoring, or such other address as S&P may hereafter furnish to
the Depositor and the Servicer.

          Special Hazard Coverage Termination Date: The point in time at which
the Special Hazard Loss Coverage Amount is reduced to zero.

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

          (a) normal wear and tear;

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

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

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

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

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

               2.   by military, naval or air forces; or

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

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

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

          Special Hazard Loss Coverage Amount: With respect to the first
Distribution Date, $2,399,675, less (i) the aggregate amount of Special Hazard
Losses that would have been previously allocated to the Junior Certificates in
the absence of the Loss Allocation Limitation and (ii) the Adjustment Amount.
All principal balances for the purpose of this definition will be calculated as
of the first day of the calendar month preceding the month of such Distribution
Date after giving effect to Scheduled Payments on the Mortgage Loans then due,
whether or not paid. As of any Distribution after the Cross-Over Date, the
Special Hazard Loss Coverage Amount will be zero.

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

          Startup Day: The Closing Date.

          Subservicer: Any person to whom the Servicer has contracted for the
servicing of all or a portion of the Mortgage Loans pursuant to Section 3.02
hereof.

          Substitution Adjustment Amount: The meaning ascribed to such term
pursuant to Section 2.03.

          Surety Bond: The Surety Bond, as defined in the Additional Collateral
Assignment Agreement.

          Tax Matters Person: The person designated as "tax matters person" in
the manner provided under Treasury Regulations Section 1.860F-4(d) and Treasury
Regulations Section 301.6231(a)(7)-1.

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

          Transferor: Either Cendant or Bishop's Gate, as applicable, in its
capacity as seller of Mortgage Loans to the Loan Seller.

          Transferors: Cendant and Bishop's Gate, in their capacities as sellers
of the Mortgage Loans to the Loan Seller.

          Trust: As defined in Section 2.01(c).

          Trust Fund: The corpus of the trust created hereunder consisting of
(i) the Mortgage Loan Purchase Agreement, (ii) the Mortgage Loans and all
interest and principal received on or with respect thereto after the Cut-off
Date to the extent not applied in computing the Cut-off Date Principal Balance
thereof; (iii) the Collection Account and the Distribution Account all amounts
deposited therein pursuant to the applicable provisions of this Agreement; (iv)
property that secured a Mortgage Loan and has been acquired by foreclosure,
deed-in-lieu of foreclosure or otherwise; and (v) all proceeds of the
conversion, voluntary or involuntary, of any of the foregoing.

          Trustee: Wells Fargo Bank Minnesota, N.A., a national banking
association, and its successors and, if a successor trustee is appointed
hereunder, such successor.

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

          Voting Rights: The portion of the voting rights of all of the
Certificates which is allocated to any Certificate. As of any date of
determination, (a) the Class A-4 and Class A-X Certificates will each be
entitled to 1% of all Voting Rights (such Voting Rights to be allocated among
the holders of Certificates of each such Class in accordance with their
respective Percentage Interests), and (b) the remaining Voting Rights (and the
Voting Rights allocated to the Class A-4 or Class A-X Certificates if there are
no Class A-4 or Class A-X Certificates) shall be allocated among Holders of the
remaining Classes of Certificates in proportion to the Certificate Principal
Balances of their respective Certificates on such date.

          Section 1.02 Certain Calculations.

          Unless otherwise specified herein, for purposes of determining amounts
with respect to the Certificates and the rights and obligations of the parties
hereto, all calculations of interest (other than as provided in the Mortgage
Loan documents) provided for herein shall be made on the basis of a 360-day year
consisting of twelve 30-day months.


                                   ARTICLE II

          CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS AND WARRANTIES

          Section 2.01. Conveyance of Mortgage Loans.

          (a) The Depositor, concurrently with the execution and delivery
hereof, hereby sells, transfers, assigns, sets over and otherwise conveys to the
Trustee for the benefit of the Certificateholders, without recourse, all the
right, title and interest of the Depositor in and to the Trust Fund together
with all rights assigned by the Loan Seller to the Depositor, pursuant to the
Mortgage Loan Purchase Agreement, under the Cendant Mortgage Loan Purchase
Agreement and the related Purchase Price and Terms Letter (as defined in the
Cendant Mortgage Loan Purchase Agreement) solely with respect to the Mortgage
Loans, and all of the Loan Seller's right, title and interest in and to the
Additional Collateral Assignment Agreement, each Mortgage 100 Pledge Agreement,
each Parent Power(R) Guaranty and Security Agreement for Securities Account and
each Parent Power(R) Guaranty Agreement for Real Estate with respect to each
Additional Collateral Mortgage Loan.

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

               (i) the original Mortgage Note endorsed by manual or facsimile
          signature in blank in the following form: "Pay to the order of
          ___________ without recourse," with all intervening endorsements
          showing a complete chain of endorsement from the originator to the
          Person endorsing the Mortgage Note (each such endorsement being
          sufficient to transfer all right, title and interest of the party so
          endorsing, as noteholder or assignee thereof, in and to that Mortgage
          Note); or, with respect to any Lost Mortgage Note, a lost note
          affidavit from the Transferor stating that the original Mortgage Note
          was lost or destroyed, together with a copy of such Mortgage Note;

               (ii) except as provided below, the original recorded Mortgage or
          a copy of such Mortgage certified by the Transferor as being a true
          and complete copy of the Mortgage;

               (iii) a duly executed assignment of the Mortgage (which may be
          included in a blanket assignment or assignments), endorsed in the
          following form: "Wells Fargo Bank Minnesota, N.A. as Trustee for the
          MASTR Asset Securitization Trust 2001-1 for the benefit of the Holders
          of the Mortgage Pass-Though Certificates, Series 2001-1" together
          with, except as provided below, all interim recorded assignments of
          such mortgage (each such assignment, when duly and validly completed,
          to be in recordable form and sufficient to effect the assignment of
          and transfer to the assignee thereof, under the Mortgage to which the
          assignment relates); provided that, if the related Mortgage has not
          been returned from the applicable public recording office, such
          assignment of the Mortgage may exclude the information to be provided
          by the recording office;

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

               (v) except as provided below, the original or duplicate original
          lender's title policy and all riders thereto.

          In the event that in connection with any Mortgage Loan the Depositor
cannot deliver (a) the original recorded Mortgage, (b) all interim recorded
assignments or (c) the lender's title policy (together with all riders thereto)
satisfying the requirements of clause (ii), (iii) or (v) above, respectively,
concurrently with the execution and delivery hereof because such document or
documents have not been returned from the applicable public recording office in
the case of clause (ii) or (iii) above, or because the title policy has not been
delivered to either the Servicer or the Depositor by the applicable title
insurer in the case of clause (v) above, the Depositor shall promptly deliver to
the Trustee, in the case of clause (ii) or (iii) above, such original Mortgage
or such interim assignment, as the case may be, with evidence of recording
indicated thereon upon receipt thereof from the public recording office, or a
copy thereof, certified, if appropriate, by the relevant recording office, but
in no event shall any such delivery of the original Mortgage and each such
interim assignment or a copy thereof, certified, if appropriate, by the relevant
recording office, be made later than one year following the Closing Date, or, in
the case of clause (v) above, no later than 120 days following the Closing Date;
provided, however, in the event the Depositor is unable to deliver by such date
each Mortgage and each such interim assignment by reason of the fact that any
such documents have not been returned by the appropriate recording office, or,
in the case of each such interim assignment, because the related Mortgage has
not been returned by the appropriate recording office, the Depositor shall
deliver such documents to the Trustee as promptly as possible upon receipt
thereof and, in any event, within 720 days following the Closing Date. The
Depositor shall forward or cause to be forwarded to the Trustee (a) from time to
time additional original documents evidencing an assumption or modification of a
Mortgage Loan and (b) any other documents required to be delivered by the
Depositor or the Servicer to the Trustee. In the event that the original
Mortgage is not delivered and in connection with the payment in full of the
related Mortgage Loan and the public recording office requires the presentation
of a "lost instruments affidavit and indemnity" or any equivalent document,
because only a copy of the Mortgage can be delivered with the instrument of
satisfaction or reconveyance, the Servicer shall execute and deliver or cause to
be executed and delivered such a document to the public recording office. In the
case where a public recording office retains the original recorded Mortgage or
in the case where a Mortgage is lost after recordation in a public recording
office, the applicable Transferor shall deliver to the Trustee a copy of such
Mortgage certified by such public recording office to be a true and complete
copy of the original recorded Mortgage.

          As promptly as practicable subsequent to such transfer and assignment,
and in any event, within thirty (30) days thereafter, the Servicer shall (i)
cause the Trustee to affix the Trustee's name to each assignment of Mortgage, as
the assignee thereof, (ii) cause such assignment to be in proper form for
recording in the appropriate public office for real property records and (iii)
cause to be delivered for recording in the appropriate public office for real
property records the assignments of the Mortgages to the Trustee, except that,
with respect to any assignments of Mortgage as to which the Servicer has not
received the information required to prepare such assignment in recordable form,
the Servicer's obligation to do so and to deliver the same for such recording
shall be as soon as practicable after receipt of such information and in any
event within thirty (30) days after receipt thereof and that the Servicer need
not cause to be recorded any assignment which relates to a Mortgage Loan (a) the
Mortgaged Property and Mortgage File relating to which are located in California
or (b) in any other jurisdiction under the laws of which in the opinion of
counsel the recordation of such assignment is not necessary to protect the
Trustee's and the Certificateholders' interest in the related Mortgage Loan.

          In the case of Mortgage Loans that have been prepaid in full as of the
Closing Date, the Depositor, in lieu of delivering the above documents to the
Trustee, will deposit in the Collection Account the portion of such payment that
is required to be deposited in the Collection Account pursuant to Section 3.08
hereof.

          (c) The Depositor does hereby establish, pursuant to the further
provisions of this Agreement and the laws of the State of New York, an express
trust (the "Trust") to be known, for convenience, as "MASTR Asset Securitization
Trust 2001-1" and Wells Fargo Bank Minnesota, N.A. is hereby appointed as
Trustee in accordance with the provisions of this Agreement.

          Section 2.02. Acceptance by Trustee of the Mortgage Loans.

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

          The Trustee agrees to execute and deliver on the Closing Date to the
Depositor, the Servicer and the Transferors an Initial Certification in the form
annexed hereto as Exhibit F. Based on its review and examination, and only as to
the documents identified in such Initial Certification, the Trustee
acknowledges, subject to any applicable exceptions noted on Exhibit F, that such
documents appear regular on their face and relate to such Mortgage Loan. The
Trustee shall be under no duty or obligation to (i) inspect, review or examine
said documents, instruments, certificates or other papers to determine that the
same are genuine, enforceable or appropriate for the represented purpose or that
they have actually been recorded in the real estate records or that they are
other than what they purport to be on their face or (ii) determine whether the
Mortgage File should include any of the documents specified in Section
2.01(b)(iv) unless the Mortgage Loan Schedule indicates that such documents are
applicable.

          Not later than 90 days after the Closing Date, the Trustee shall
deliver to the Depositor, the Servicer and the Transferors a Final Certification
in the form annexed hereto as Exhibit G, with any applicable exceptions noted
thereon. The Trustee shall make available, upon request of any
Certificateholder, a copy of any exceptions noted on the Initial Certification
or the Final Certification.

          If, in the course of such review, the Trustee finds any document
constituting a part of a Mortgage File which does not meet the requirements of
Section 2.01, the Trustee shall list such as an exception in the Final
Certification; provided, however that the Trustee shall not make any
determination as to whether (i) any endorsement is sufficient to transfer all
right, title and interest of the party so endorsing, as noteholder or assignee
thereof, in and to that Mortgage Note, (ii) any assignment is in recordable form
or is sufficient to effect the assignment of and transfer to the assignee
thereof under the mortgage to which the assignment relates or (iii) the Mortgage
File should include any of the documents specified in Section 2.01(b)(iv) unless
the Mortgage Loan Schedule indicates that such documents are applicable. The
applicable Transferor shall promptly correct or cure such defect within 60 days
from the date it was so notified of such defect and, if the applicable
Transferor does not correct or cure such defect within such period, such
Transferor shall either (a) substitute for the related Mortgage Loan a Eligible
Substitute Mortgage Loan or Loans, which substitution shall be accomplished in
the manner and subject to the conditions set forth in Section 2.03, or (b)
purchase such Mortgage Loan from the Trustee within 60 days from the date such
Transferor was notified of such defect in writing at the Purchase Price of such
Mortgage Loan; provided, however, that in no event shall such substitution or
purchase occur more than 540 days from the Closing Date, except that if the
substitution or purchase of a Mortgage Loan pursuant to this provision is
required by reason of a delay in delivery of any documents by the appropriate
recording office, and there is a dispute between either the Servicer or the
Transferor and the Trustee over the location or status of the recorded document,
then such substitution or purchase shall occur within 720 days from the Closing
Date. Any such substitution pursuant to (a) above or purchase pursuant to (b)
above shall not be effected prior to the delivery to the Trustee of a Request
for Release substantially in the form of Exhibit L. No substitution is permitted
to be made in any calendar month after the Determination Date for such month.
The Purchase Price for any such Mortgage Loan shall be paid by the applicable
Transferor to the Trustee for deposit in the Collection Account on or prior to
the Distribution Account Deposit Date for the Distribution Date in the month
following the month of repurchase and, upon receipt of such deposit and
certification with respect thereto in the form of Exhibit L hereto, the Trustee
shall release the related Mortgage File to such Transferor and shall execute and
deliver at such Transferor's request such instruments of transfer or assignment
prepared by such Transferor, in each case without recourse, as shall be
necessary to vest in such Transferor, or a designee, the Trustee's interest in
any Mortgage Loan released pursuant hereto.

          The Trustee shall retain possession and custody of each Mortgage File
in accordance with and subject to the terms and conditions set forth herein. The
Servicer shall promptly deliver to the Trustee, upon the execution or receipt
thereof, the originals of such other documents or instruments constituting the
Mortgage File as come into the possession of the Servicer from time to time.

          It is understood and agreed that the obligation of a Transferor to
substitute for or to purchase any Mortgage Loan which does not meet the
requirements of Section 2.01 above shall constitute the sole remedy respecting
such defect available to the Trustee, the Depositor and any Certificateholder
against the Transferors; provided, however, that notwithstanding the foregoing,
the Transferors shall be obligated to indemnify the parties set forth in Section
2.03(d) in connection with the matters set forth in such Section.

          Section 2.03. Representations, Warranties and Covenants of the
Transferors.

          (a) Each Transferor hereby makes the representations and warranties
set forth in Schedule II hereto, and by this reference incorporated herein, to
the Depositor and the Trustee, as of the Closing Date, or if so specified
therein, as of the Cut-off Date.

          (b) Each Transferor hereby makes the representations and warranties
set forth in Schedule III hereto with respect to the Mortgage Loans, and by this
reference incorporated herein, to the Depositor and the Trustee, as of the
Closing Date, or if so specified therein, as of the Cut-off Date.

          (c) Upon discovery by any of the parties hereto of a breach of a
representation or warranty made pursuant to Section 2.03(a) or 2.03(b) that
materially and adversely affects the interests of the Certificateholders in any
Mortgage Loan, the party discovering such breach shall give prompt notice
thereof to the other parties. A breach which causes a Mortgage Loan not to
constitute a "qualified mortgage" within the meaning of Section 860G(a)(3) of
the Code, will be deemed automatically to materially and adversely affect the
interests of the Certificateholders in such Mortgage Loan. Each Transferor
hereby covenants that within 60 days of the earlier of its discovery or its
receipt of written notice from any party of a breach of any representation or
warranty made pursuant to Section 2.03(a) or 2.03(b) which materially and
adversely affects the interests of the Certificateholders in any Mortgage Loan,
it shall cure such breach in all material respects, and if such breach is not so
cured, shall, (i) if such 60 day period expires prior to the second anniversary
of the Closing Date, remove such Mortgage Loan (a "Deleted Mortgage Loan") from
the Trust Fund and substitute in its place an Eligible Substitute Mortgage Loan
or Loans, in the manner and subject to the conditions set forth in this Section;
or (ii) repurchase the affected Mortgage Loan or Mortgage Loans from the Trustee
at the Purchase Price in the manner set forth below; provided, however, that any
such substitution pursuant to (i) above shall not be effected prior to the
delivery to the Trustee of a Request for Release substantially in the form of
Exhibit L and the Mortgage File for any such Eligible Substitute Mortgage Loan.
The applicable Transferor shall promptly reimburse the Servicer and the Trustee
for any expenses reasonably incurred by the Servicer or the Trustee in respect
of enforcing the remedies for such breach. With respect to the representations
and warranties described in this Section which are made to the best of each
Transferor's knowledge, if it is discovered by either the Depositor, a
Transferor or the Trustee that the substance of such representation and warranty
is inaccurate and such inaccuracy materially and adversely affects the value of
the related Mortgage Loan or the interests of the Certificateholders therein,
notwithstanding such Transferor's lack of knowledge with respect to the
substance of such representation or warranty, such inaccuracy shall be deemed a
breach of the applicable representation or warranty.

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

          For any month in which a Transferor substitutes one or more Eligible
Substitute Mortgage Loans for one or more Deleted Mortgage Loans, the Servicer
will determine the amount (if any) by which the aggregate principal balance of
all such Eligible Substitute Mortgage Loans as of the date of substitution is
less than the aggregate Scheduled Principal Balance of all such Deleted Mortgage
Loans (after application of the scheduled principal portion of the monthly
payments due in the month of substitution). The amount of such shortage (the
"Substitution Adjustment Amount") plus an amount equal to the aggregate of any
unreimbursed Advances with respect to such Deleted Mortgage Loans shall be
deposited in the Collection Account by the applicable Transferor (or by both
Transferors if applicable) on or before the Distribution Account Deposit Date
for the Distribution Date in the month succeeding the calendar month during
which the related Mortgage Loan became required to be purchased or replaced
hereunder.

          In the event that a Transferor shall have repurchased a Mortgage Loan,
the Purchase Price therefor shall be deposited in the Collection Account
pursuant to Section 3.05 on or before the Distribution Account Deposit Date for
the Distribution Date in the month following the month during which such
Transferor became obligated hereunder to repurchase or replace such Mortgage
Loan and upon such deposit of the Purchase Price and receipt of a Request for
Release in the form of Exhibit L hereto, the Trustee shall release the related
Mortgage File held for the benefit of the Certificateholders to such Person, and
the Trustee shall execute and deliver at such Person's direction such
instruments of transfer or assignment prepared by such Person, in each case
without recourse, as shall be necessary to transfer title from the Trustee. It
is understood and agreed that the obligation under this Agreement (i) of any
Person to cure, repurchase or replace any Mortgage Loan as to which a breach has
occurred and is continuing and (ii) of the Transferors to indemnify the parties
set forth in Section 2.03(d) in connection with the matters set forth in such
Section shall constitute the sole remedies against such Persons respecting such
matters available to Certificateholders, the Depositor or the Trustee on their
behalf.

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

          (d) Each Transferor shall indemnify and hold harmless the Depositor,
Trustee, their directors, officers, agents, employees, and assignees, and the
Trust (each, an "Indemnified Party") from and against any costs, damages,
expenses (including reasonable attorneys' fees and costs, irrespective of
whether or not incurred in connection with the defense of any actual or
threatened action, proceeding, or claim), fines, forfeitures, injuries,
liabilities or losses ("Losses") suffered or sustained in any way by any such
Person, no matter how or when arising (including Losses incurred or sustained in
connection with any judgement, award or settlement), in connection with or
relating to (i) a breach by such Transferor of any of its representations and
warranties contained in this Section, (ii) a breach by such Transferor of any of
its covenants and other obligations contained herein. The applicable Transferor
shall immediately (x) notify the Trustee and the Depositor if a claim is made by
a third party with respect to this Agreement, any Mortgage Loan and/or any REO
Property, (y) assume (with the prior written consent of the Trustee and the
Depositor) the defense of any such claim and pay all expenses in connection
therewith, including attorneys' fees, and (z) promptly pay, discharge and
satisfy any judgment, award, or decree that may be entered against it, the
Trust, the Trustee or the Depositor in respect of such claim. Nothing contained
herein shall prohibit the Trustee or the Depositor, at its expense, from
retaining its own counsel to assist in any such proceedings or to observe such
proceedings; provided that neither Transferor shall be obligated to pay or
comply with any settlement to which it has not consented.

          (e) The parties hereto agree that, the Trustee shall have the right to
cause Cendant to repurchase directly any Defective Mortgage Loan (other than as
a result of a breach by Bishop's Gate of the representations and warranties
listed in clauses (iii) or (xv) of Schedule III hereto, in which case the
Trustee shall have the right to cause Bishop's Gate to repurchase directly the
Defective Mortgage Loan) acquired by the Loan Seller from Bishop's Gate pursuant
to the Cendant Mortgage Loan Purchase Agreement.

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

          The Depositor hereby represents and warrants to the Trustee with
respect to each Mortgage Loan as of the date hereof or such other date set forth
herein that as of the Closing Date, and following the transfer of the Mortgage
Loans to it by the Loan Seller, the Depositor had good title to the Mortgage
Loans and the Mortgage Notes were subject to no offsets, defenses or
counterclaims.

          It is understood and agreed that the representations and warranties
set forth in this Section 2.04 shall survive delivery of the Mortgage Files to
the Trustee. Upon discovery by the Depositor, a Transferor, the Servicer or the
Trustee of a breach of any of the foregoing representations and warranties set
forth in this Section 2.04 (referred to herein as a "breach"), which breach
materially and adversely affects the interest of the Certificateholders, the
party discovering such breach shall give prompt written notice to the others and
to each Rating Agency.

          Section 2.05. [Reserved.]

          Section 2.06. Execution and Delivery of Certificates.

          The Trustee acknowledges the transfer and assignment to it of the
Trust Fund and acknowledges the issuance of the Lower-Tier REMIC Regular
Interests and the Class A-LR Certificates in exchange therefor. The Trustee
further acknowledges the transfer and assignment to it of the Lower-Tier REMIC
Regular Interests and, concurrently with such transfer and assignment, has
executed, authenticated and delivered to or upon the order of the Depositor, the
Certificates in authorized denominations evidencing directly or indirectly the
entire ownership of the Trust Fund. The Trustee agrees to hold the Trust Fund
and the Lower-Tier REMIC Regular Interests and to exercise the rights referred
to above for the benefit of all present and future Holders of the Certificates
and to perform the duties set forth in this Agreement to the best of its
ability, to the end that the interests of the Holders of the Certificates may be
adequately and effectively protected.

          Section 2.07. REMIC Matters.

          The Preliminary Statement sets forth the designations as "regular
interests" or "residual interests" and "latest possible maturity date" for
federal income tax purposes of all interests created hereby. The "Startup Day"
for purposes of the REMIC Provisions shall be the Closing Date. Each REMIC's
fiscal year shall be the calendar year.

          Section 2.08. Covenants of the Servicer.

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

          (a) the Servicer shall comply in the performance of its obligations
under this Agreement with all reasonable rules and requirements of the insurer
under each Required Insurance Policy; and

          (b) no written information, certificate of an officer, statement
furnished in writing or written report delivered to the Depositor, any affiliate
of the Depositor or the Trustee and prepared by the Servicer pursuant to this
Agreement will contain any untrue statement of a material fact or omit to state
a material fact necessary to make such information, certificate, statement or
report not misleading.

          Section 2.09. Representations and Warranties of the Servicer.

          The Servicer hereby represents and warrants to the Depositor and the
Trustee, as of the Closing Date, or if so specified herein, as of the Cut-off
Date:

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

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

          (c) The execution and delivery of this Agreement by the Servicer, and
the servicing of the Mortgage Loans by the Servicer under this Agreement, the
consummation of any other of the transactions contemplated by this Agreement,
and the fulfillment of or compliance with the terms thereof are in the ordinary
course of business of the Servicer and will not (A) result in a material breach
of any term or provision of the articles of incorporation or by-laws of the
Servicer or (B) materially conflict with, result in a material breach, violation
or acceleration of, or result in a material default under, the terms of any
other material agreement or instrument to which the Servicer is a party or by
which it may be bound, or (C) constitute a material violation of any statute,
order or regulation applicable to the Servicer of any court, regulatory body,
administrative agency or governmental body having jurisdiction over the
Servicer; and the Servicer is not in breach or violation of any material
indenture or other material agreement or instrument, or in violation of any
statute, order or regulation of any court, regulatory body, administrative
agency or governmental body having jurisdiction over it which breach or
violation may materially impair the Servicer's ability to perform or meet any of
its obligations under this Agreement.

          (d) The Servicer is an approved servicer of conventional mortgage
loans for Fannie Mae or Freddie Mac and is a mortgagee approved by the Secretary
of Housing and Urban Development pursuant to sections 203 and 211 of the
National Housing Act.

          (e) No litigation is pending or threatened against the Servicer that
would materially and adversely affect the execution, delivery or enforceability
of this Agreement or the ability of the Servicer to service the Mortgage Loans
or to perform any of its other obligations under this Agreement in accordance
with the terms thereof.

          (f) 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 thereby, or if
any such consent, approval, authorization or order is required, the Servicer has
obtained the same.

                                  ARTICLE III

                          ADMINISTRATION AND SERVICING
                                OF MORTGAGE LOANS

          Section 3.01. Servicer to Service Mortgage Loans.

          For and on behalf of the Certificateholders, the Servicer shall
service and administer the Mortgage Loans in accordance with the terms of this
Agreement and customary and usual standards of practice of prudent mortgage loan
servicers. In connection with such servicing and administration, the Servicer
shall have full power and authority, acting alone and/or through Subservicers as
provided in Section 3.02 hereof, to do or cause to be done any and all things
that it may deem necessary or desirable in connection with such servicing and
administration, including but not limited to, the power and authority, subject
to the terms hereof (i) to execute and deliver, on behalf of the
Certificateholders and the Trustee, customary consents or waivers and other
instruments and documents, (ii) to consent to transfers of any Mortgaged
Property and assumptions of the Mortgage Notes and related Mortgages (but only
in the manner provided in this Agreement), (iii) to collect any Insurance
Proceeds and other Liquidation Proceeds, and (iv) to effectuate foreclosure or
other conversion of the ownership of the Mortgaged Property securing any
Mortgage Loan; provided that the Servicer shall not take any action that is
inconsistent with or prejudices the interests of the Trust Fund or the
Certificateholders in any Mortgage Loan or the rights and interests of the
Depositor, the Trustee and the Certificateholders under this Agreement. The
Servicer shall represent and protect the interests of the Trust Fund in the same
manner as it protects its own interests in mortgage loans in its own portfolio
in any claim, proceeding or litigation regarding a Mortgage Loan, and shall not
make or permit any modification, waiver or amendment of any Mortgage Loan which
would cause either REMIC to fail to qualify as a REMIC or result in the
imposition of any tax under Section 860F(a) or Section 860G(d) of the Code.
Without limiting the generality of the foregoing, the Servicer, in its own name
or in the name of the Depositor and the Trustee, is hereby authorized and
empowered by the Depositor and the Trustee, when the Servicer believes it
appropriate in its reasonable judgment, to execute and deliver, on behalf of the
Trustee, the Depositor, the Certificateholders or any of them, any and all
instruments of satisfaction or cancellation, or of partial or full release or
discharge and all other comparable instruments, with respect to the Mortgage
Loans, and with respect to the Mortgaged Properties held for the benefit of the
Certificateholders. The Servicer shall prepare and deliver to the Depositor
and/or the Trustee such documents requiring execution and delivery by either or
both of them as are necessary or appropriate to enable the Servicer to service
and administer the Mortgage Loans to the extent that the Servicer is not
permitted to execute and deliver such documents pursuant to the preceding
sentence. Upon receipt of such documents, the Depositor and/or the Trustee shall
execute such documents and deliver them to the Servicer.

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

          Section 3.02. Subservicing; Enforcement of the Obligations of
Servicers.

          (a) The Servicer may arrange for the subservicing of any Mortgage Loan
by a Subservicer pursuant to a subservicing agreement; provided, however, that
such subservicing arrangement and the terms of the related subservicing
agreement must provide for the servicing of such Mortgage Loans in a manner
consistent with the servicing arrangements contemplated hereunder. The Servicer
shall send to the Trustee a copy of any such subservicing agreement within 30
days of execution thereof. Unless the context otherwise requires, references in
this Agreement to actions taken or to be taken by the Servicer in servicing the
Mortgage Loans include actions taken or to be taken by a Subservicer on behalf
of the Servicer. Notwithstanding the provisions of any subservicing agreement,
any of the provisions of this Agreement relating to agreements or arrangements
between the Servicer and a Subservicer or reference to actions taken through a
Subservicer or otherwise, the Servicer shall remain obligated and liable to the
Depositor, the Trustee and the Certificateholders for the servicing and
administration of the Mortgage Loans in accordance with the provisions of this
Agreement without diminution of such obligation or liability by virtue of such
subservicing agreements or arrangements or by virtue of indemnification from the
Subservicer and to the same extent and under the same terms and conditions as if
the Servicer alone were servicing and administering the Mortgage Loans. All
actions of each Subservicer performed pursuant to the related subservicing
agreement shall be performed as an agent of the Servicer with the same force and
effect as if performed directly by the Servicer.

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

          (c) If the Servicer shall for any reason no longer act in such
capacity hereunder (including, without limitation, by reason of a Servicer Event
of Termination), the Trustee, its designee or any successor servicer appointed
pursuant to Section 6.04 hereof may assume all of the rights and, except to the
extent they arose prior to the date of assumption, obligations of the Servicer
under any subservicing agreements. If so requested by the successor servicer,
the predecessor Servicer shall terminate all subservicers at its sole cost and
expense.

          Section 3.03. Rights of the Depositor and the Trustee in Respect of
the Servicer.

          The Depositor may, but is not obligated to, enforce the obligations of
the Servicer hereunder and may, but is not obligated to, perform, or cause a
designee to perform, any defaulted obligation of the Servicer hereunder and in
connection with any such defaulted obligation to exercise the related rights of
the Servicer hereunder; provided that the Servicer shall not be relieved of any
of its obligations hereunder by virtue of such performance by the Depositor or
its designee. Neither the Trustee nor the Depositor shall have any
responsibility or liability for any action or failure to act by the Servicer nor
shall the Trustee or the Depositor be obligated to supervise the performance of
the Servicer hereunder or otherwise.

          Section 3.04. Trustee to Act as Servicer.

          In the event that the Servicer shall for any reason no longer be the
Servicer hereunder (including by reason of a Servicer Event of Termination), the
Trustee or its successor shall in accordance with Section 7.02 thereupon assume
all of the rights and obligations of the Servicer hereunder arising thereafter
(except that the Trustee shall not be (i) liable for losses of the Servicer
pursuant to Section 3.09 hereof or any acts or omissions of the predecessor
Servicer hereunder), (ii) obligated to make Advances if it is prohibited from
doing so by applicable law, (iii) obligated to effectuate repurchases or
substitutions of Mortgage Loans hereunder including, but not limited to,
repurchases or substitutions of Mortgage Loans pursuant to Section 2.02 or 2.03
hereof, (iv) responsible for expenses of the Servicer pursuant to Section 2.03
or (v) deemed to have made any representations and warranties of the Servicer
pursuant to Section 2.09 hereunder). Any such assumption shall be subject to
Section 7.02 hereof. If the Servicer shall for any reason no longer be the
Servicer (including by reason of any Servicer Event of Termination), the Trustee
or its successor may, but shall not be obligated to, succeed to any rights and
obligations of the Servicer under each subservicing agreement.

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

          The Trustee or successor servicer shall be entitled to be reimbursed
from the Servicer for all costs associated with the transfer of servicing from
the Servicer, including, without limitation, any costs or expenses associated
with the complete transfer of all servicing data and the completion, correction
or manipulation of such servicing data as may be required by the Trustee or
successor servicer to correct any errors or insufficiencies in the servicing
data or otherwise to enable the Trustee or successor servicer to service the
Mortgage Loans properly and effectively.

          If the Servicer does not pay such reimbursement within thirty (30)
days of its receipt of an invoice therefor, such reimbursement shall be an
expense of the Trust and the Trustee shall be entitled to withdraw such
reimbursement from amounts on deposit in the Distribution Account pursuant to
Section 3.08(b)(iv); provided that the Servicer shall reimburse the Trust for
any such expense incurred by the Trust; and provided, further, that the Trustee
shall decide whether and to what extent it is in the best interest of the
Certificateholders to pursue any remedy against any party obligated to make such
reimbursement.

          Section 3.05. Collection of Mortgage Loan Payments; Collection
Account; Distribution Account.

          (a) The Servicer shall make reasonable efforts in accordance with the
customary and usual standards of practice of prudent mortgage servicers to
collect all payments called for under the terms and provisions of the Mortgage
Loans to the extent such procedures shall be consistent with this Agreement and
the terms and provisions of any related Required Insurance Policy. Consistent
with the foregoing, the Servicer may in its discretion (i) waive any late
payment charge or any prepayment charge or penalty interest in connection with
the prepayment of a Mortgage Loan and (ii) extend the due dates for payments due
on a Mortgage Note for a period not greater than 180 days; provided, however,
that the Servicer cannot extend the maturity of any such Mortgage Loan 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 such arrangement, the Servicer shall
make Advances on the related Mortgage Loan in accordance with the provisions of
Section 4.01 during the scheduled period in accordance with the amortization
schedule of such Mortgage Loan without modification thereof by reason of such
arrangements. The Servicer shall not be required to institute or join in
litigation with respect to collection of any payment (whether under a Mortgage,
Mortgage Note or otherwise or against any public or governmental authority with
respect to a taking or condemnation) if it reasonably believes that enforcing
the provision of the Mortgage or other instrument pursuant to which such payment
is required is prohibited by applicable law.

          (b) The Servicer shall establish and maintain a Collection Account
into which the Servicer shall deposit or cause to be deposited within two
Business Days of receipt, except as otherwise specifically provided herein, the
following payments and collections remitted by Subservicers or received by it in
respect of Mortgage Loans subsequent to the Cut-off Date (other than in respect
of principal and interest due on the Mortgage Loans on or before the Cut-off
Date) and the following amounts required to be deposited hereunder:

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

               (ii) all payments on account of interest on the Mortgage Loans,
          net of the related Servicing Fee;

               (iii) all Insurance Proceeds and Liquidation Proceeds, other than
          proceeds to be applied to the restoration or repair of the Mortgaged
          Property or released to the Mortgagor in accordance with the
          Servicer's normal servicing procedures;

               (iv) any amount required to be deposited by the Servicer pursuant
          to Section 3.05(e) in connection with any losses on Permitted
          Investments;

               (v) any amounts required to be deposited by the Servicer pursuant
          to Section 3.09(b), 3.09(d), and in respect of net monthly rental
          income from REO Property pursuant to Section 3.11 hereof;

               (vi) all Substitution Adjustment Amounts;

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

               (viii) any amounts received by the Servicer upon the sale of any
          Additional Collateral pursuant to the terms of the Mortgage 100 Pledge
          Agreement, the Parent Power(R) Guaranty and Security Agreement for
          Securities Account or the Parent Power(R) Guaranty Agreement for Real
          Estate or any amounts received pursuant to the Surety Bond; and

               (ix) any other amounts required to be deposited hereunder.

          In addition, with respect to any Mortgage Loan that is subject to a
buydown agreement, on each Due Date for such Mortgage Loan, in addition to the
monthly payment remitted by the Mortgagor, the Servicer shall cause funds to be
deposited into the Collection Account in an amount required to cause an amount
of interest to be paid with respect to such Mortgage Loan equal to the amount of
interest that has accrued on such Mortgage Loan from the preceding Due Date at
the Mortgage Rate net of the related Servicing Fee on such date.

          The foregoing requirements for remittance by the Servicer shall be
exclusive, it being understood and agreed that, without limiting the generality
of the foregoing, payments in the nature of prepayment penalties, late payment
charges or assumption fees, if collected, need not be remitted by the Servicer.
In the event that the Servicer shall remit any amount not required to be
remitted, it may at any time withdraw or direct the institution maintaining the
Collection Account to withdraw such amount from the Collection Account, any
provision herein to the contrary notwithstanding. Such withdrawal or direction
may be accomplished by delivering written notice thereof to the Trustee or such
other institution maintaining the Collection Account which describes the amounts
deposited in error in the Collection Account. The Servicer shall maintain
adequate records with respect to all withdrawals made pursuant to this Section.
All funds deposited in the Collection Account shall be held in trust for the
Certificateholders until withdrawn in accordance with Section 3.08.

          (c) (Reserved)

          (d) The Trustee shall establish and maintain, on behalf of the
Certificateholders, the Distribution Account. The Trustee shall, promptly upon
receipt, deposit in the Distribution Account and retain therein the following:

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

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

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

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

          (e) Each institution at which the Collection Account or Distribution
Account is maintained shall invest the funds on deposit in the Collection
Account or Distribution Account as directed in writing by the Servicer, in the
case of the Collection Account, and by the Trustee, in the case of the
Distribution Account, in Permitted Investments. Funds invested in the Collection
Account shall mature not later than the second Business Day next preceding the
related Distribution Account Deposit Date (except that if such Permitted
Investment is an obligation of the institution that maintains such account, then
such Permitted Investment shall mature not later than the Business Day next
preceding such Distribution Account Deposit Date). The Trustee shall invest
funds on deposit in the Distribution Account in Permitted Investments which
shall mature not later than the Business Day next preceding the Distribution
Date (except that if such Permitted Investment is an obligation of the
institution that maintains such fund or account, then such Permitted Investment
shall mature not later than such Distribution Date). Permitted Investments in
respect of the Collection Account or the Distribution Account shall not be sold
or disposed of prior to their maturity. All such Permitted Investments shall be
made in the name of the Trustee, for the benefit of the Certificateholders. All
income and gain net of any losses realized from any such investment of funds on
deposit in the Collection Account shall be for the benefit of the Servicer as
servicing compensation and shall be remitted to it monthly as provided herein.
The amount of any realized losses in the Collection Account incurred in any such
account in respect of any such investments shall promptly be deposited by the
Servicer in the Collection Account or paid to the Trustee by wire transfer of
immediately available funds for deposit into the Distribution Account, as
applicable. All income and gain net of any losses realized from any such
investment of funds on deposit in the Distribution Account shall be for the
benefit of the Trustee as additional compensation and shall be remitted to it
monthly as provided herein. The amount of any realized losses in the
Distribution Account incurred in any such account in respect of any such
investments shall promptly be deposited by the Trustee in the Distribution
Account. The Trustee shall not be liable for the amount of any loss incurred in
respect of any investment or lack of investment of funds held in the Collection
Account (except to the extent the Trustee is the obligor and has defaulted
thereon) and made in accordance with this Section 3.05. In the absence of
written instructions by the Servicer to invest funds held in the Collection
Account, all funds on deposit thereon shall remain uninvested.

          (f) The Servicer shall give notice to the Trustee, each Rating Agency
and the Depositor of any proposed change of the location of the Collection
Account prior to any change thereof. The Trustee shall give notice to the
Servicer, each Rating Agency and the Depositor of any proposed change of the
location of the Distribution Account prior to any change thereof.

          Section 3.06. Collection of Taxes, Assessments and Similar Items;
Escrow Accounts.

          (a) To the extent required by the related Mortgage Note and not
violative of current law, the Servicer shall establish and maintain one or more
accounts (each, an "Escrow Account") and deposit and retain therein all
collections from the Mortgagors (or advances by the Servicer) for the payment of
taxes, assessments, hazard insurance premiums or comparable items for the
account of the Mortgagors. Nothing herein shall require the Servicer to compel a
Mortgagor to establish an Escrow Account in violation of applicable law.

          (b) Withdrawals of amounts so collected from the Escrow Accounts may
be made only to effect timely payment of taxes, assessments, hazard insurance
premiums, condominium or PUD association dues, or comparable items, to reimburse
the Servicer out of related collections for any payments made pursuant to
Sections 3.01 hereof (with respect to taxes and assessments and insurance
premiums) and 3.09 hereof (with respect to hazard insurance), to refund to any
Mortgagors any sums determined to be overages, to pay interest, if required by
law or the terms of the related Mortgage or Mortgage Note, to Mortgagors on
balances in the Escrow Account or to clear and terminate the Escrow Account at
the termination of this Agreement in accordance with Section 9.01 hereof. The
Escrow Accounts shall not be a part of the Trust Fund.

          (c) The Servicer shall advance any payments referred to in Section
3.06(a) that are not timely paid by the Mortgagors on the date when the tax,
premium or other cost for which such payment is intended is due, but the
Servicer shall be required so to advance only to the extent that such advances,
in the good faith judgment of the Servicer, will be recoverable by the Servicer
out of Insurance Proceeds, Liquidation Proceeds or otherwise.

          Section 3.07. Access to Certain Documentation and Information
Regarding the Mortgage Loans.

          The Servicer shall afford the Depositor and the Trustee reasonable
access to all records and documentation regarding the Mortgage Loans and all
accounts, insurance information and other matters relating to this Agreement,
such access being afforded without charge, but only upon reasonable request and
during normal business hours at the office designated by the Servicer.

          Upon reasonable advance notice in writing, the Servicer will provide
to each Certificateholder which is a savings and loan association, bank or
insurance company certain reports and reasonable access to information and
documentation regarding the Mortgage Loans sufficient to permit such
Certificateholder to comply with applicable regulations of the OTS or other
regulatory authorities with respect to investment in the Certificates; provided
that the Servicer shall be entitled to be reimbursed by each such
Certificateholder for actual expenses incurred by the Servicer in providing such
reports and access.

          Section 3.08. Permitted Withdrawals from the Collection Account and
Distribution Account.

          (a) The Servicer may from time to time make withdrawals from the
Collection Account for the following purposes:

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

               (ii) to reimburse the Servicer for unreimbursed Advances made by
          it, such right of reimbursement pursuant to this subclause (ii) being
          limited to amounts received on the Mortgage Loan(s) in respect of
          which any such Advance was made;

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

               (iv) to reimburse the Servicer for Insured Expenses from the
          related Insurance Proceeds;

               (v) to reimburse the Servicer for (a) unreimbursed Servicing
          Advances, the Servicer's right to reimbursement pursuant to this
          clause (a) with respect to any Mortgage Loan being limited to amounts
          received on such Mortgage Loan(s) which represent late recoveries of
          the payments for which such advances were made pursuant to Section
          3.01 or Section 3.06 and (b) for unpaid Servicing Fees as provided in
          Section 3.11 hereof;

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

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

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

               (ix) with respect to each Lender-Paid Mortgage Insurance Loan, to
          pay any Lender-Paid Mortgage Insurance Amount to the applicable
          mortgage insurer from the related Monthly Payment received by the
          Mortgagor;

               (x) on or prior to the Distribution Account Deposit Date, to
          withdraw an amount equal to the related Available Funds for such
          Distribution Date and remit by wire transfer of immediately available
          funds such amount to the Trustee for deposit in the Distribution
          Account; and

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

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

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

               (i) (Reserved);

               (ii) to pay to itself earnings on or investment income with
          respect to funds in or credited to the Distribution Account;

               (iii) to withdraw and return to the Servicer any amount deposited
          in the Distribution Account and not required to be deposited therein;
          and

               (iv) to withdraw any indemnity, expense or other reimbursement
          owed to it pursuant to this Agreement, including, without limitation,
          Section 3.04, Section 7.02 and Section 8.05;

               (v) to clear and terminate the Distribution Account upon
          termination of the Agreement pursuant to Section 9.01 hereof.

          Section 3.09. Maintenance of Hazard Insurance; Maintenance of Primary
Insurance Policies.

          (a) The Servicer shall cause to be maintained, as and to the extent
required by each Mortgage Loan, hazard insurance with extended coverage in an
amount that is at least equal to the lesser of (i) the maximum insurable value
of the improvements securing such Mortgage Loan or (ii) the greater of (y) the
outstanding principal balance of the Mortgage Loan and (z) an amount such that
the proceeds of such policy shall be sufficient to prevent the Mortgagor and/or
the mortgagee from becoming a co-insurer. Each such policy of standard hazard
insurance shall contain, or have an accompanying endorsement that contains, a
standard mortgagee clause. Any amounts collected by the Servicer under any such
policies shall be held in an escrow account (until applied to the restoration or
repair of the related Mortgaged Property or released to the Mortgagor in
accordance with the Servicer's normal servicing procedures) until applied to
payment on the Mortgage Loan and deposited in the Collection Account. Any cost
incurred by the Servicer in maintaining any such insurance shall not, for the
purpose of calculating monthly distributions to the Certificateholders or
remittances to the Trustee for their benefit, be added to the principal balance
of the Mortgage Loan, notwithstanding that the terms of the Mortgage Loan so
permit. Such costs shall be recoverable by the Servicer out of late payments by
the related Mortgagor or out of Liquidation Proceeds to the extent permitted by
Section 3.08 hereof. It is understood and agreed that no earthquake or other
additional insurance is to be required of any Mortgagor or maintained on
property acquired in respect of a Mortgage other than pursuant to such
applicable laws and regulations as shall at any time be in force and as shall
require such additional insurance. If the Mortgaged Property is located at the
time of origination of the Mortgage Loan in a federally designated special flood
hazard area and such area is participating in the national flood insurance
program, the Servicer shall cause flood insurance to be maintained with respect
to such Mortgage Loan. Such flood insurance shall be in an amount equal to the
least of (i) the original principal balance of the related Mortgage Loan, (ii)
the replacement value of the improvements which are part of such Mortgaged
Property, and (iii) the maximum amount of such insurance available for the
related Mortgaged Property under the national flood insurance program.

          (b) In the event that the Servicer shall obtain and maintain a blanket
policy insuring against hazard losses on all of the Mortgage Loans, it shall
conclusively be deemed to have satisfied its obligations as set forth in the
first sentence of this Section, it being understood and agreed that such policy
may contain a deductible clause on terms substantially equivalent to those
commercially available and maintained by comparable servicers. If such policy
contains a deductible clause, the Servicer shall, in the event that there shall
not have been maintained on the related Mortgaged Property a policy complying
with the first sentence of this Section, and there shall have been a loss on the
Mortgage Loan that would have been covered by such policy, deposit in the
Collection Account the amount not otherwise payable under the blanket policy
because of such deductible clause. In connection with its activities as Servicer
of the Mortgage Loans, the Servicer agrees to present, on behalf of itself, the
Depositor, and the Trustee for the benefit of the Certificateholders, claims
under any such blanket policy.

          (c) The Servicer shall not take any action that would result in
non-coverage under any applicable Primary Insurance Policy of any loss which,
but for the actions of the Servicer, would have been covered thereunder. The
Servicer shall not cancel or refuse to renew any such Primary Insurance Policy
that is in effect at the date of the initial issuance of the Certificates and is
required to be kept in force hereunder unless the replacement Primary Insurance
Policy for such canceled or non-renewed policy is maintained with a Qualified
Insurer.

          The Servicer shall not be required to maintain any Primary Insurance
Policy (i) with respect to any Mortgage Loan with a Loan-to-Value Ratio less
than or equal to 80% as of any date of determination or, based on a new
appraisal, the principal balance of such Mortgage Loan represents 80% or less of
the new appraised value or (ii) if maintaining such Primary Insurance Policy is
prohibited by applicable law.

          The Servicer agrees to effect the timely payment of the premiums on
each Primary Insurance Policy, including the timely payment of the Lender-Paid
Mortgage Insurance Amount for each "lender-paid" Primary Insurance Policy, and
such costs not otherwise recoverable shall be recoverable by the Servicer from
the related liquidation proceeds.

          (d) In connection with its activities as Servicer of the Mortgage
Loans, the Servicer agrees to present on behalf of itself, the Trustee and
Certificateholders, claims to the insurer under any Primary Insurance Policies
and, in this regard, to take such reasonable action as shall be necessary to
permit recovery under any Primary Insurance Policies respecting defaulted
Mortgage Loans. Any amounts collected by the Servicer under any Primary
Insurance Policies shall be deposited in the Collection Account.

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

          (a) Except as otherwise provided in this Section, when any property
subject to a Mortgage has been conveyed by the Mortgagor, the Servicer shall to
the extent that it has knowledge of such conveyance, enforce any due-on-sale or
due-on encumbrance clauses contained in any Mortgage Note or Mortgage, to the
extent permitted under applicable law and governmental regulations, but only to
the extent that such enforcement will not adversely affect or jeopardize
coverage under any Required Insurance Policy. Notwithstanding the foregoing, the
Servicer is not required to exercise such rights with respect to a Mortgage Loan
if the Person to whom the related Mortgaged Property has been conveyed,
encumbered or is proposed to be conveyed or encumbered satisfies the terms and
conditions contained in the Mortgage Note and Mortgage related thereto and the
consent of the mortgagee under such Mortgage Note or Mortgage is not otherwise
so required under such Mortgage Note or Mortgage as a condition to such
transfer. In the event that the Servicer is prohibited by law from enforcing any
such due-on-sale or due-on-encumbrance clauses, or if coverage under any
Required Insurance Policy would be adversely affected, or if nonenforcement is
otherwise permitted hereunder, the Servicer is authorized, subject to Section
3.10(b), to take or enter into an assumption and modification agreement from or
with the person to whom such property has been or is about to be conveyed or
encumbered, pursuant to which such person becomes liable under the Mortgage Note
and, unless prohibited by applicable state law, the Mortgagor remains liable
thereon, provided that the Mortgage Loan shall continue to be covered (if-so
covered before the Servicer enters such agreement) by the applicable Required
Insurance Policies. The Servicer, subject to Section 3.10(b), is also authorized
with the prior approval of the insurers under any Required Insurance Policies to
enter into a substitution of liability agreement with such Person, pursuant to
which the original Mortgagor is released from liability and such Person is
substituted as Mortgagor and becomes liable under the Mortgage Note.
Notwithstanding the foregoing, the Servicer shall not be deemed to be in default
under this Section by reason of any transfer or assumption which the Servicer
reasonably believes it is restricted by law from preventing, for any reason
whatsoever.

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

          Section 3.11. Realization Upon Defaulted Mortgage Loans; Additional
Collateral.

          The Servicer shall use reasonable efforts to foreclose upon or
otherwise comparably convert the ownership of properties securing such of the
Mortgage Loans as come into and continue in default and as to which no
satisfactory arrangements can be made for collection of delinquent payments. In
connection with such foreclosure or other conversion, the Servicer shall follow
such practices and procedures as it shall deem necessary or advisable and as
shall be normal and usual in its general mortgage servicing activities and meet
the requirements of the insurer under any Required Insurance Policy; provided,
however, that the Servicer shall not be required to expend its own funds in
connection with any foreclosure or towards the restoration of any property
unless it shall determine (i) that such restoration and/or foreclosure will
increase the proceeds of liquidation of the Mortgage Loan after reimbursement to
itself of such expenses and (ii) that such expenses will be recoverable to it
through Liquidation Proceeds (respecting which it shall have priority for
purposes of withdrawals from the Collection Account). The Servicer shall be
responsible for all other costs and expenses incurred by it in any such
proceedings; provided, however, that it shall be entitled to reimbursement
thereof from the liquidation proceeds with respect to the related Mortgaged
Property, as provided in the definition of Liquidation Proceeds. If the Servicer
has knowledge that a Mortgaged Property which the Servicer is contemplating
acquiring in foreclosure or by deed in lieu of foreclosure is located within a 1
mile radius of any site listed in the Expenditure Plan for the Hazardous
Substance Clean Up Bond Act of 1984 or other site with environmental or
hazardous waste risks known to the Servicer, the Servicer will, prior to
acquiring the Mortgaged Property, consider such risks and only take action in
accordance with its established environmental review procedures.

          With respect to any REO Property, the deed or certificate of sale
shall be taken in the name of the Trustee for the benefit of the
Certificateholders, or its nominee, on behalf of the Certificateholders. The
Trustee's name shall be placed on the title to such REO Property solely as the
Trustee hereunder and not in its individual capacity. The Servicer shall ensure
that the title to such REO Property references the Pooling and Servicing
Agreement and the Trustee's capacity thereunder. Pursuant to its efforts to sell
such REO Property, the Servicer shall either itself or through an agent selected
by the Servicer protect and conserve such REO Property in the same manner and to
such extent as is customary in the locality where such REO Property is located
and may, incident to its conservation and protection of the interests of the
Certificateholders, rent the same, or any part thereof, as the Servicer deems to
be in the best interest of the Certificateholders for the period prior to the
sale of such REO Property. The Servicer shall prepare for and deliver to the
Trustee a statement with respect to each REO Property that has been rented
showing the aggregate rental income received and all expenses incurred in
connection with the management and maintenance of such REO Property at such
times as is necessary to enable the Trustee to comply with the reporting
requirements of the REMIC Provisions. The net monthly rental income, if any,
from such REO Property shall be deposited in the Collection Account no later
than the close of business on each Determination Date. The Servicer shall
perform the tax reporting and withholding required by Sections 1445 and 6050J of
the Code with respect to foreclosures and abandonments, the tax reporting
required by Section 6050H of the Code with respect to the receipt of mortgage
interest from individuals and any tax reporting required by Section 6050P of the
Code with respect to the cancellation of indebtedness by certain financial
entities, by preparing such tax and information returns as may be required, in
the form required, and filing the same.

          In the event that the Trust Fund acquires any Mortgaged Property as
aforesaid or otherwise in connection with a default or imminent default on a
Mortgage Loan, the Servicer shall dispose of such Mortgaged Property prior to
the close of the third calendar year after the year in which the Trust Fund
acquires such Mortgaged Property unless the Servicer shall have applied for and
received an extension of such period from the Internal Revenue Service, in which
case the Trust Fund may continue to hold such Mortgaged Property for the period
of such extension. Notwithstanding any other provision of this Agreement, no
Mortgaged Property acquired by the Trust Fund shall be rented (or allowed to
continue to be rented) or otherwise used for the production of income by or on
behalf of the Trust Fund in such a manner or pursuant to any terms that would
(i) cause such Mortgaged Property to fail to qualify as "foreclosure property"
within the meaning of section 860G(a)(8) of the Code or (ii) subject any REMIC
hereunder to the imposition of any federal, state or local income taxes on the
income earned from such Mortgaged Property under Section 860G(c) of the Code or
otherwise, unless the Servicer has agreed to indemnify and hold harmless the
Trust Fund with respect to the imposition of any such taxes.

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

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

          The proceeds from any liquidation of a Mortgage Loan, as well as any
income from an REO Property, will be applied in the following order of priority:
first, to reimburse the Servicer for any related unreimbursed Servicing Advances
and Servicing Fees; second, to reimburse the Servicer for any unreimbursed
Advances; third, to reimburse the Collection Account for any Nonrecoverable
Advances (or portions thereof) that were previously withdrawn by the Servicer
pursuant to Section 3.08(a)(iii) that related to such Mortgage Loan; fourth, to
accrued and unpaid interest (to the extent no Advance has been made for such
amount or any such Advance has been reimbursed) on the Mortgage Loan or related
REO Property, at the Net Mortgage Rate to the Due Date occurring in the month in
which such amounts are required to be distributed; and fifth, as a recovery of
principal of the Mortgage Loan. Excess Proceeds, if any, from the liquidation of
a Liquidated Loan will be distributed to the holders of the Class A-LR
Certificates.

          Additional Collateral may be liquidated and the proceeds applied to
cover any shortfalls upon the liquidation of a Mortgage Loan; provided, however,
that the Trust in no event shall acquire ownership of the Additional Collateral
unless the Trustee shall have received an Opinion of Counsel that such ownership
shall not cause either REMIC to fail to qualify as a REMIC or subject either
REMIC to any tax.

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

          Upon the payment in full of any Mortgage Loan, or the receipt by the
Servicer of a notification that payment in full will be escrowed in a manner
customary for such purposes, the Servicer will immediately notify the Trustee by
delivering, or causing to be delivered a "Request for Release" substantially in
the form of Exhibit L. Upon receipt of such request, the Trustee shall promptly
release the related Mortgage File to the Servicer, and the Trustee shall at the
Servicer's direction execute and deliver to the Servicer the request for
reconveyance, deed of reconveyance or release or satisfaction of mortgage or
such instrument releasing the lien of the Mortgage in each case provided by the
Servicer, together with the Mortgage Note with written evidence of cancellation
thereon. Expenses incurred in connection with any instrument of satisfaction or
deed of reconveyance shall be chargeable to the related Mortgagor. From time to
time and as shall be appropriate for the servicing or foreclosure of any
Mortgage Loan, including for such purpose, collection under any policy of flood
insurance, any fidelity bond or errors or omissions policy, or for the purposes
of effecting a partial release of any Mortgaged Property from the lien of the
Mortgage or the making of any corrections to the Mortgage Note or the Mortgage
or any of the other documents included in the Mortgage File, the Trustee shall,
upon delivery to the Trustee of a Request for Release in the form of Exhibit L,
in duplicate and signed by a Servicing Officer, or in mutually agreeable
electronic format which will, in lieu of a signature on its face, originate from
a Servicing Officer, release the Mortgage File to the Servicer. Subject to the
further limitations set forth below, the Servicer shall cause the Mortgage File
or documents so released to be returned to the Trustee when the need therefor by
the Servicer no longer exists, unless the Mortgage Loan is liquidated and the
proceeds thereof are deposited in the Collection Account, in which case the
Servicer shall deliver to the Trustee a Request for Release in the form of
Exhibit L, signed by a Servicing Officer.

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

          Section 3.13. Documents Records and Funds in Possession of Servicer to
Be Held for the Trustee.

          Notwithstanding any other provisions of this Agreement, the Servicer
shall transmit to the Trustee as required by this Agreement all documents and
instruments in respect of a Mortgage Loan coming into the possession of the
Servicer from time to time and shall account fully to the Trustee for any funds
received by the Servicer or which otherwise are collected by the Servicer as
Liquidation Proceeds or Insurance Proceeds in respect of any Mortgage Loan. All
Mortgage Files and funds collected or held by, or under the control of, the
Servicer in respect of any Mortgage Loans, whether from the collection of
principal and interest payments or from Liquidation Proceeds, including but not
limited to, any funds on deposit in the Collection Account, shall be held by the
Servicer for and on behalf of the Trustee and shall be and remain the sole and
exclusive property of the Trustee, subject to the applicable provisions of this
Agreement. The Servicer also agrees that it shall not create, incur or subject
any Mortgage File or any funds that are deposited in the Collection Account,
Distribution Account or any Escrow Account, or any funds that otherwise are or
may become due or payable to the Trustee for the benefit of the
Certificateholders, to any claim, lien, security interest, judgment, levy, writ
of attachment or other encumbrance, or assert by legal action or otherwise any
claim or right of setoff against any Mortgage File or any funds collected on, or
in connection with, a Mortgage Loan, except, however, that the Servicer shall be
entitled to set off against and deduct from any such funds any amounts that are
properly due and payable to the Servicer under this Agreement.

          Section 3.14. Servicing Compensation.

          As compensation for its activities hereunder, the Servicer shall be
entitled to retain or withdraw from the Collection Account an amount equal to
the Servicing Fee for each Mortgage Loan, provided that the aggregate Servicing
Fee with respect to any Distribution Date shall be reduced by an amount equal to
the aggregate of the Prepayment Interest Shortfalls, if any, with respect to
such Distribution Date, but not below an amount equal to the aggregate Servicing
Fee for such Distribution Date before reduction thereof in respect of such
Prepayment Interest Shortfalls.

          Additional servicing compensation in the form of Prepayment Interest
Excess, prepayment penalties, assumption fees, late payment charges and all
income and gain net of any losses realized from Permitted Investments shall be
retained by the Servicer to the extent not required to be deposited in the
Collection Account pursuant to Section 3.05 hereof. The Servicer shall be
required to pay all expenses incurred by it in connection with its servicing
activities hereunder (including payment of any premiums for hazard insurance and
any Primary Insurance Policy and maintenance of the other forms of insurance
coverage required by this Agreement) and shall not be entitled to reimbursement
therefor except as specifically provided in this Agreement.

          Section 3.15. Access to Certain Documentation.

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

          Section 3.16. Annual Statement as to Compliance.

          The Servicer shall deliver to the Depositor, each Rating Agency and
the Trustee on or before 120 days after the end of the Servicer's fiscal year,
commencing with its 2001 fiscal year ending on December 31, 2001, an Officer's
Certificate, signed by two officers of the Servicer, stating, as to the signers
thereof, that (i) a review of the activities of the Servicer during the
preceding calendar year and of the performance of the Servicer under this
Agreement has been made under such officers' supervision and (ii) to the best of
such officers' knowledge, based on such review, the Servicer has fulfilled all
its obligations under this Agreement throughout such year, or, if there has been
a default in the fulfillment of any such obligation, specifying each such
default known to such officer and the nature and status thereof.

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

          On or before 120 days after the end of the Servicer's fiscal year,
commencing with its 2001 fiscal year, the Servicer at its expense shall cause a
nationally or regionally recognized firm of independent public accountants (who
may also render other services to the Servicer, the Depositor, the Trustee or
any affiliate thereof) which is a member of the American Institute of Certified
Public Accountants to furnish a statement to the Trustee and the Depositor to
the effect that-such firm has examined certain documents and records relating to
the servicing of the Mortgage Loans under this Agreement or of mortgage loans
under pooling and servicing agreements substantially similar to this Agreement
(such statement to have attached thereto a schedule setting forth the pooling
and servicing agreements covered thereby) and that, on the basis of such
examination, conducted substantially in compliance with the Uniform Single
Attestation Program for Mortgage Bankers or the Audit Program for Mortgages
serviced for Fannie Mae and Freddie Mac, such servicing has been conducted in
compliance with such pooling and servicing agreements except for such
significant exceptions or errors in records that, in the opinion of such firm,
the Uniform Single Attestation Program for Mortgage Bankers or the Audit Program
for Mortgages serviced for Fannie Mae and Freddie Mac requires it to report. In
rendering such statement, such firm may rely, as to matters relating to direct
servicing of mortgage loans by Subservicers, upon comparable statements for
examinations conducted substantially in compliance with the Uniform Single
Attestation Program for Mortgage Bankers or the Audit Program for Mortgages
serviced for Fannie Mae and Freddie Mac (rendered within one year of such
statement) of independent public accountants with respect to the related
Subservicer. Copies of such statement shall be provided by the Trustee to any
Certificateholder upon request at the Servicer's expense, provided such
statement is delivered by the Servicer to the Trustee.

          Section 3.18. Errors and Omissions Insurance; Fidelity Bonds.

          The Servicer shall for so long as it acts as servicer under this
Agreement, obtain and maintain in force (a) a policy or policies of insurance
covering errors and omissions in the performance of its obligations as Servicer
hereunder and (b) a fidelity bond in respect of its officers, employees and
agents. Each such policy or policies and bond shall, together, comply with the
requirements from time to time of Fannie Mae or Freddie Mac for persons
performing servicing for mortgage loans purchased by Fannie Mae or Freddie Mac.
In the event that any such policy or bond ceases to be in effect, the Servicer
shall obtain a comparable replacement policy or bond from an insurer or issuer,
meeting the requirements set forth above as of the date of such replacement.


                                   ARTICLE IV

                   DISTRIBUTIONS AND ADVANCES BY THE SERVICER

          Section 4.01. Advances.

          The Servicer shall determine on or before each Servicer Advance Date
whether it is required to make an Advance pursuant to the definition thereof. If
the Servicer determines it is required to make an Advance, it shall, on or
before the Servicer Advance Date, either (i) deposit into the Collection Account
an amount equal to the Advance or (ii) make an appropriate entry in its records
relating to the Collection Account that any Amount Held for Future Distribution
has been used by the Servicer in discharge of its obligation to make any such
Advance. Any funds so applied shall be replaced by the Servicer by deposit in
the Collection Account no later than the close of business on the next Servicer
Advance Date. The Servicer shall be entitled to be reimbursed from the
Collection Account for all Advances of its own funds made pursuant to this
Section as provided in Section 3.08. The obligation to make Advances with
respect to any Mortgage Loan shall continue if such Mortgage Loan has been
foreclosed or otherwise terminated and the related Mortgaged Property has not
been liquidated.

          The Servicer shall deliver to the Trustee on the related Servicer
Advance Date an Officer's Certificate of a Servicing Officer indicating the
amount of any proposed Advance determined by the Servicer to be a Nonrecoverable
Advance and detailing the reasons for such determination.

          Section 4.02. Priorities of Distribution.

          (a) On each Distribution Date, the Trustee shall withdraw the
Available Funds from the Distribution Account and apply such funds, first to
distributions in respect of the Lower-Tier REMIC Regular Interests, as provided
in Section 4.02(f), and then to distributions on the Certificates in the
following order and priority and, in each case, to the extent of Available Funds
remaining:

               (i) (Reserved);

               (ii) to each interest-bearing Class of Senior Certificates, an
          amount allocable to interest equal to the related Accrued Certificate
          Interest, any shortfall being allocated among such Classes in
          proportion to the amount of the Accrued Certificate Interest that
          would have been distributed in the absence of such shortfall; except
          that prior to the Class A-8 Accretion Termination Date, an amount
          equal to the amount that would otherwise be distributable in respect
          of interest (including any shortfalls) to the Class A-8 Certificates
          pursuant to this provision (the "Class A-8 Accrual Amount") will
          instead be distributed in reduction of the Class Principal Balances of
          certain Classes of Senior Certificates in accordance with Section
          4.02(b);

               (iii) (Reserved);

               (iv) to each Class of Senior Certificates (other than the Class
          A-4 and Class A-X Certificates), concurrently as follows:

                    (x) to the Class PO Certificates, an amount allocable to
               principal equal to the Class PO Principal Distribution Amount, up
               to the outstanding Class Principal Balance of the Class PO
               Certificates; and

                    (y) on each Distribution Date prior to the Cross-Over Date,
               the Non-PO Formula Principal Amount, up to the amount of the
               Senior Optimal Principal Amount for such Distribution Date, will
               be distributed in accordance with the following priorities:

                         (A) to the Class A-5 Certificates, (a) if the Class A-5
                    Distribution Amount for that Distribution Date is less than
                    98% of the Senior Optimal Principal Amount for that
                    Distribution Date, in an amount equal to the Class A-5
                    Distribution Amount for that Distribution Date or (b)
                    otherwise, in an amount equal to 98% of the Senior Optimal
                    Principal Amount for that Distribution Date, in each case,
                    until the Class Principal Balance of the Class A-5
                    certificates is reduced to zero;

                         (B) to the Class A-R and Class A-LR Certificates, pro
                    rata, based on the Class Principal Balances of such Classes
                    immediately prior to such Distribution Date, until the Class
                    Principal Balance of each such Class is reduced to zero;

                         (C) to the Class A-1, Class A-3 and Class A-6
                    Certificates, pro rata, based on the Class Principal
                    Balances of such Classes immediately prior to such
                    Distribution Date, until the Class Principal Balance of each
                    such Class is reduced to zero;

                         (D) to the Class A-2 and Class A-7 Certificates pro
                    rata, based on the Class Principal Balances of such Classes
                    immediately prior to such Distribution Date, until the Class
                    Principal Balance of each such Class is reduced to zero; and

                         (E) sequentially, to the Class A-8 and Class A-5
                    Certificates, in that order, until their respective Class
                    Principal Balances are reduced to zero.

               (v) to the Class PO Certificates, any Class PO Deferred Amount,
          up to an amount not to exceed the Junior Optimal Principal Amount
          actually received or advanced for such Distribution Date; provided,
          however, that any payments in respect of the Class PO Deferred Amount
          will be payable from the Junior Optimal Principal Amount first, from
          the amounts in clause (i) of the definition thereof, second, from
          amounts in clause (ii) of the definition thereof and third, from
          amounts in clause (iii) of the definition thereof;

               (vi) to each Class of Junior Certificates, subject to paragraph
          (e) below, in the following order of priority:

                    (A) to the Class B-1 Certificates, an amount allocable to
               interest equal to the Accrued Certificate Interest for such Class
               for such Distribution Date;

                    (B) to the Class B-1 Certificates, an amount allocable to
               principal equal to its Allocable Share for such Distribution Date
               until the Class Principal Balance thereof is reduced to zero;

                    (C) to the Class B-2 Certificates, an amount allocable to
               interest equal to the Accrued Certificate Interest for such Class
               for such Distribution Date;

                    (D) to the Class B-2 Certificates, an amount allocable to
               principal equal to its Allocable Share for such Distribution Date
               until the Class Principal Balance thereof is reduced to zero;

                    (E) to the Class B-3 Certificates, an amount allocable to
               interest equal to the amount of the Accrued Certificate Interest
               for such Class for such Distribution Date;

                    (F) to the Class B-3 Certificates, an amount allocable to
               principal equal to its Allocable Share for such Distribution Date
               until the Class Principal Balance thereof has been reduced to
               zero;

                    (G) to the Class B-4 Certificates, an amount allocable to
               interest equal to the amount of the Accrued Certificate Interest
               for such Class for such Distribution Date;

                    (H) to the Class B-4 Certificates, an amount allocable to
               principal equal to its Allocable Share for such Distribution Date
               until the Class Principal Balance thereof has been reduced to
               zero;

                    (I) to the Class B-5 Certificates, an amount allocable to
               interest equal to the Accrued Certificate Interest for such Class
               for such Distribution Date;

                    (J) to the Class B-5 Certificates, an amount allocable to
               principal equal to its Allocable Share for such Distribution Date
               until the Class Principal Balance thereof is reduced to zero;

                    (K) to the Class B-6 Certificates, an amount allocable to
               interest equal to the Accrued Certificate Interest for such Class
               for such Distribution Date; and

                    (L) to the Class B-6 Certificates, an amount allocable to
               principal equal to its Allocable Share for such Distribution Date
               until the Class Principal Balance thereof is reduced to zero.

          (vii) to the Class A-R Certificate, any remaining funds in the
     Upper-Tier REMIC and to the Class A-LR Certificate, any remaining funds in
     the Lower-Tier REMIC.

On any Distribution Date, amounts distributed in respect of Class PO Deferred
Amounts will not reduce the Class Principal Balance of the Class PO
Certificates.

          On any Distribution Date, to the extent the Amount Available for
Senior Principal is insufficient to make the full distribution required to be
made pursuant to clause (iv) above, (A) the amount distributable on the Class PO
Certificates in respect of principal shall be equal to the product of (1) the
Amount Available for Senior Principal and (2) a fraction, the numerator of which
is the Class PO Principal Distribution Amount and the denominator of which is
the sum of the Class PO Principal Distribution Amount and the Senior Optimal
Principal Amount and (B) the amount distributable on the Senior Certificates,
other than the Class PO Certificates, in respect of principal shall be equal to
the product of (1) the Amount Available for Senior Principal and (2) a fraction,
the numerator of which is the Senior Optimal Principal Amount and the
denominator of which is the sum of the Senior Optimal Principal Amount and the
Class PO Principal Distribution Amount.

          (b) On each Distribution Date occurring prior to the Class A-8
Accretion Termination Date, the Class A-8 Accrual Amount will be distributed
sequentially as follows:

          first, to the Class A-1, Class A-3 and Class A-6 Certificates, pro
     rata, based on the Class Principal Balances of such Classes immediately
     prior to such Distribution Date, until the Class Principal Balance of each
     such Class has been reduced to zero;

          second, to the Class A-2 and Class A-7 certificates, pro rata, based
     on the Class Principal Balances of such Classes immediately prior to such
     Distribution Date, until the Class Principal Balance of each such Class has
     been reduced to zero; and

          third, to the Class A-8 certificates, until the Class Principal
     Balance of such Class has been reduced to zero.

On each Distribution Date prior to the Class A-8 Accretion Termination Date, the
Class A-8 Accrual Amount will be added to the Class Principal Balance of the
Class A-8 Certificates (such amount to thereafter accrue interest at the
applicable Pass-Through Rate).

          (c) On each Distribution Date on or after the Cross-Over Date,
notwithstanding the allocation and priority set forth in Section 4.02(a)(iv)(y),
the portion of Available Funds available to be distributed as principal to the
Senior Certificates (other than the Class A-4, Class A-X and Class PO
Certificates) shall be distributed concurrently, as principal, on such Classes,
pro rata, on the basis of their respective Class Principal Balances, until the
Class Principal Balances thereof are reduced to zero. On each Distribution Date
on or after the Cross-Over Date, notwithstanding the allocation and priority set
forth in Section 4.02(a)(v), no distribution will be made on the Class PO
Certificates in respect of the Class PO Deferred Amount.

          (d) On each Distribution Date, the amount referred to in clause (i) of
the definition of Accrued Certificate Interest for each Class of Certificates
for such Distribution Date shall be reduced by (i) the related Class' pro rata
share of Net Prepayment Interest Shortfalls based on such Class' Accrued
Certificate Interest for such Distribution Date without taking into account such
Net Prepayment Interest Shortfalls and (ii) the related Class' Pro Rata Share of
(A) after the Special Hazard Coverage Termination Date, with respect to each
Mortgage Loan that became a Special Hazard Mortgage Loan during the calendar
month preceding the month of such Distribution Date, the excess of one month's
interest at the related Net Mortgage Rate on the Scheduled Principal Balance of
such Mortgage Loan as of the Due Date in such month over the amount of
Liquidation Proceeds applied as interest on such Mortgage Loan with respect to
such month, (B) after the Bankruptcy Coverage Termination Date, with respect to
each Mortgage Loan that became subject to a Bankruptcy Loss during the calendar
month preceding the month of such Distribution Date, the interest portion of the
related Debt Service Reduction or Deficient Valuation, (C) each Relief Act
Reduction incurred during the calendar month preceding the month of such
Distribution Date and (D) after the Fraud Loss Coverage Termination Date, with
respect to each Mortgage Loan that became a Fraud Loan during the calendar month
preceding the month of such Distribution Date, the excess of one month's
interest at the related Net Mortgage Rate on the Scheduled Principal Balance of
such Mortgage Loan as of the Due Date in such month over the amount of
Liquidation Proceeds applied as interest on such Mortgage Loan with respect to
such month.

          (e) Notwithstanding the priority and allocation contained in Section
4.02(a)(vi), if with respect to any Class of Class B Certificates on any
Distribution Date, such Class has not satisfied the Class Prepayment
Distribution Trigger, no distribution of amounts pursuant to clauses (ii)(B)(a)
and (iii) of the definition of Junior Optimal Principal Amount will be made to
any such Classes (the "Restricted Classes") and the amount of such amounts
pursuant to clauses (ii)(B)(a) and (iii) of the definition of Junior Optimal
Principal Amount otherwise distributable to the Restricted Classes shall be
distributed to any Classes of Junior Certificates, which are not Restricted
Classes, having lower numerical Class designations than such Class, pro rata,
based on their respective Class Principal Balances immediately prior to such
Distribution Date and shall be distributed in the sequential order provided in
Section 4.02(a)(vi); provided, however, that if all of the Junior Certificates
are Restricted Classes, then such amounts shall be distributed to the most
senior Class of Junior Certificates outstanding.

          (f) On each Distribution Date, Available Funds shall be applied to
distributions on the Lower-Tier REMIC Regular Interests, in each case in an
amount sufficient to make the distributions on the respective Corresponding
Classes of Certificates on such Distribution Date in accordance with the
provisions of Section 4.02(a).

          The pass-through rate with respect to the Class A-L1 Interest, Class
A-L8 Interest, Class A-LUR Interest, Class B-L1 Interest, Class B-L2 Interest,
Class B-L3 Interest, Class B-L4 Interest, Class B-L5 Interest and Class B-L6
Interest shall be 6.75%. The pass-through rate with respect to the Class A-L3
Interest shall be 8.00.%. The pass-through rate with respect to the Class A-L6
Interest shall be 6.00%. The pass-through rate with respect to the Class A-LX
Interest shall be the Pass-Through Rate for the Class A-X Certificates. The
Class LPO Interest is a principal-only interest and is not entitled to
distribution of interest. Interest shall accrete and be added to the principal
balance of the Class A-L8 Interest in the same manner as the Class A-8
Certificates.

          As of any date, the principal balance or Notional Amount of each
Lower-Tier REMIC Regular Interest equals the Class Principal Balance or Notional
Amount of the respective Corresponding Class or Classes of Certificates. The
initial principal balance or Notional Amount of each Lower-Tier REMIC Regular
Interest equals the initial Class Principal Balance or Notional Amount of the
respective Corresponding Class or Classes of Certificates set forth in the
Preliminary Statement. Class Unpaid Interest Amounts, Realized Losses, Fraud
Losses, Special Hazard Losses, Bankruptcy Losses and Excess Losses shall be
allocated to the Lower-Tier REMIC Regular Interests in the same manner as they
are allocated to the Corresponding Class or Classes of Certificates pursuant to
Section 4.03.

          Section 4.03. Allocation of Realized Losses.

          (a) On or prior to each Distribution Date, the Trustee shall determine
the total amount of Realized Losses, including Excess Losses.

          Realized Losses with respect to any Distribution Date shall be
allocated as follows:

          (i) the applicable PO Percentage of any Realized Loss, including any
     Excess Loss, shall be allocated to the Class PO Certificates until the
     Class Principal Balance thereof is reduced to zero; and

          (ii) (1) the applicable Non-PO Percentage of any Realized Loss (other
     than an Excess Loss) shall be allocated first to the Junior Certificates in
     reverse order of their respective numerical Class designations (beginning
     with the Class of Junior Certificates then outstanding with the highest
     numerical Class designation) until the respective Class Principal Balance
     of each such Class is reduced to zero, and second to the Senior
     Certificates (other than the Class A-4, Class A-X and Class PO
     Certificates), pro rata on the basis of their respective Class Principal
     Balances immediately prior to the related Distribution Date (or, in the
     case of the Class A-8 Certificates, the lesser of the initial Class
     Principal Balance of such Class or the then outstanding Class Principal
     Balance of such Class) until the respective Class Principal Balance (or, in
     the case of the Class A-8 Certificates, the initial Class Principal Balance
     if less than the outstanding Class Principal Balance of such Class) of each
     such Class has been reduced to zero; and

               (2) the applicable Non-PO Percentage of any Excess Losses shall
     be allocated to the Senior Certificates (other than the Class A-4, Class
     A-X and Class PO Certificates) and the Junior Certificates then
     outstanding, pro rata, on the basis of their respective Class Principal
     Balances (or, in the case of the Class A-8 Certificates, the lesser of the
     initial Class Principal Balance of such Class or the then outstanding Class
     Principal Balance of such Class).

          (b) The Class Principal Balance of the Class of Junior Certificates
then outstanding with the highest numerical Class designation shall be reduced
on each Distribution Date by the sum of (i) the amount of any payments on the
Class PO Certificates in respect of Class PO Deferred Amounts and (ii) the
amount, if any, by which the aggregate of the Class Principal Balances of all
outstanding Classes of Certificates (after giving effect to the distribution of
principal and the allocation of Realized Losses and payments of the Class PO
Deferred Amounts on such Distribution Date) exceeds the Pool Principal Balance
for the following Distribution Date.

          (c) Any Realized Loss allocated to a Class of Certificates or any
reduction in the Class Principal Balance of a Class of Certificates pursuant to
Section 4.03(a) above shall be allocated among the Certificates of such Class in
proportion to their respective Certificate Principal Balances.

          (d) Any allocation of Realized Losses to a Certificate or any
reduction in the Certificate Principal Balance of a Certificate, pursuant to
Section 4.03(a) above shall be accomplished by reducing the Certificate
Principal Balance thereof, as applicable, immediately following the
distributions made on the related Distribution Date in accordance with the
definition of "Certificate Principal Balance" herein; provided that no Realized
Loss shall be allocated to reduce the Certificate Principal Balance of a
Certificate to the extent that such allocation would reduce the aggregate
Certificate Principal Balance of all classes of Certificates to an amount less
than the Scheduled Principal Balance of all Outstanding Mortgage Loans as of the
Due Date occurring in the month of such Distribution Date, less any Deficiency
Valuations occurring before the Bankruptcy Loss Coverage Termination Date (such
limitation, the "Loss Allocation Limitation").

          Section 4.04. Monthly Statements to Certificateholders.

          (a) Not later than each Distribution Date, the Trustee shall prepare
and make available to each Certificateholder, the Servicer, the Depositor and
any other interested parties a statement based solely on information provided by
the Servicer setting forth the following information with respect to the related
distribution (in the case of information furnished pursuant to (i), (ii) and
(vii) below, the amounts shall be expressed as a dollar amount per minimum
denomination Certificate, such minimum denominations being as set forth in the
Preliminary Statement):

          (i) the amount thereof allocable to principal, separately identifying
     the aggregate amount of any Principal Prepayments and Liquidation Proceeds
     included therein;

          (ii) the amount thereof allocable to interest, any Class Unpaid
     Interest Shortfall included in such distribution and any remaining Class
     Unpaid Interest Shortfall after giving effect to such distribution;

          (iii) if the distribution to the Holders of such Class of Certificates
     is less than the full amount that would be distributable to such Holders if
     there were sufficient funds available therefor, the amount of the shortfall
     and the allocation thereof as between principal and interest;

          (iv) the Certificate Principal Balance as a dollar amount per minimum
     denomination Certificate and the Class Principal Balance or Notional Amount
     of each Class of Certificates, after giving effect to the distribution of
     principal on such Distribution Date;

          (v) the Pool Principal Balance on such Distribution Date;

          (vi) the Senior Percentage and Junior Percentage for the following
     Distribution Date;

          (vii) the amount of the Servicing Fees paid to or retained by the
     Servicer with respect to such Distribution Date;

          (viii) the Pass-Through Rate for each such Class of Certificates with
     respect to such Distribution Date;

          (ix) the amount of Advances included in the distribution on such
     Distribution Date and the aggregate amount of Advances outstanding as of
     the close of business on such Distribution Date;

          (x) the number and aggregate principal amounts of Mortgage Loans (A)
     delinquent (exclusive of Mortgage Loans in foreclosure) (1) 1 to 30 days
     (2) 31 to 60 days (3) 61 to 90 days and (4) 91 or more days and (B) in
     foreclosure and delinquent (1) 1 to 30 days (2) 31 to 60 days (3) 61 to 90
     days and (4) 91 or more days, as of the close of business on the last day
     of the calendar month preceding such Distribution Date;

          (xi) with respect to any Mortgage Loan that became an REO Property
     during the preceding calendar month, the loan number and Scheduled
     Principal Balance of such Mortgage Loan as of the close of business on the
     Determination Date preceding such Distribution Date and the date of
     acquisition thereof;

          (xii) the total number and principal balance of any REO Properties
     (and market value, if available) as of the close of business on the
     Determination Date preceding such Distribution Date;

          (xiii) the Senior Prepayment Percentage for the following Distribution
     Date;

          (xiv) the aggregate amount of Realized Losses incurred during the
     preceding calendar month; and

          (xv) the Special Hazard Loss Coverage Amount, the Fraud Loss Coverage
     Amount and the Bankruptcy Loss Coverage Amount, in each case as of the
     related Determination Date and the Junior Percentage as of such
     Distribution Date.

          (b) The Trustee's responsibility for disbursing the above information
to the Certificateholders is limited to the availability, timeliness and
accuracy of the information provided by the Servicer. The Trustee will make a
copy of each statement provided pursuant to this Section 4.04 (and, at its
option, any additional files containing the same information in an alternative
format) available each month to Certificateholders, and other parties to this
Agreement via the Trustee's internet website located at "www.ctslink.com".
Assistance in using the internet website can be obtained by calling the
Trustee's customer service desk at (301) 815-6600. Parties that are unable to
use the above distribution method are entitled to have a paper copy mailed to
them via first class mail by calling the customer service desk and indicating
such. The Trustee shall have the right to change the way distribution date
statement is distributed in order to make such distribution more convenient
and/or more accessible and the Trustee shall provide timely and adequate
notification to the Certificateholders and the parties to this Agreement
regarding any such changes.

          The Trustee shall also be entitled to rely on but shall not be
responsible for the content or accuracy of any information provided by third
parties for purposes of preparing the Monthly Statement and may affix thereto
any disclaimer it deems appropriate in its reasonable discretion (without
suggesting liability on the part of any other party hereto).

          As a condition to access the Trustee's internet website, the Trustee
may require registration and the acceptance of a disclaimer. The Trustee will
not be liable for the dissemination of information in accordance with this
Agreement.

          (c) On or before the 18th day of each calendar month, or if such day
is not a Business Day, the preceding Business Day, the Servicer shall deliver to
the Trustee (which delivery may be by electronic data transmission) a report in
substantially the form set forth as Schedule IV hereto. In addition, the
Servicer shall make available to the Trustee upon request any other information
in its possession reasonably necessary for the Trustee to prepare the Monthly
Statement.

          (d) Within a reasonable period of time after the end of each calendar
year, the Trustee shall cause to be furnished upon request to each Person who at
any time during the calendar year was a Certificateholder, a statement
containing the information set forth in clauses (a)(i), (a)(ii) and (a)(vii) of
this Section 4.04 aggregated for such calendar year or applicable portion
thereof during which such Person was a Certificateholder. Such obligation of the
Trustee shall be deemed to have been satisfied to the extent that substantially
comparable information shall be provided by the Trustee pursuant to any
requirements of the Code as from time to time in effect.

          Section 4.05. Determination of LIBOR.

          On each LIBOR Determination Date for a Class of LIBOR Certificates,
the Trustee shall determine LIBOR for the applicable Distribution Date on the
basis of the British Bankers' Association ("BBA") "Interest Settlement Rate" for
one-month deposits in U.S. Dollars as found on Telerate page 3750 as of 11:00
A.M. London time on such LIBOR Determination Date. As used herein, "Telerate
page 3750" means the display designated as page 3750 on the Bridge Telerate
Service.

          If on any LIBOR Determination Date for a Class of LIBOR Certificates,
the Trustee is unable to determine LIBOR on the basis of the method set forth in
the preceding paragraph, LIBOR for the applicable Distribution Date will be
whichever is higher of (x) LIBOR as determined on the previous LIBOR
Determination Date for such Class of LIBOR Certificates or (y) the Reserve
Interest Rate. The "Reserve Interest Rate" will be the rate per annum which the
Trustee determines to be either (A) the arithmetic mean (rounding such
arithmetic mean upwards if necessary to the nearest whole multiple of 1/16%) of
the one-month U.S. Dollar lending rates that New York City banks selected by the
Trustee are quoting, on the relevant LIBOR Determination Date, to the principal
London offices of at least two leading banks in the London interbank market or
(B) in the event that the Trustee can determine no such arithmetic mean, the
lowest one-month U.S. Dollar lending rate that the New York City banks selected
by the Trustee are quoting on such LIBOR Determination Date to leading European
banks.

          If on any LIBOR Determination Date for a Class of LIBOR Certificates,
the Trustee is required but is unable to determine the Reserve Interest Rate in
the manner provided in the preceding paragraph, LIBOR for the applicable
Distribution Date will be LIBOR as determined on the previous LIBOR
Determination Date for such Class of LIBOR Certificates, or, in the case of the
first LIBOR Determination Date, the Initial LIBOR Rate.

          The establishment of LIBOR by the Trustee and the Trustee's subsequent
calculation of the rates of interest applicable to each of the LIBOR
Certificates in the absence of manifest error, will be final and binding. After
a LIBOR Determination Date, the Trustee shall provide the Pass-Through Rates of
the LIBOR Certificates for the related Distribution Date to Certificate Owners
or Holders of LIBOR Certificates who place a telephone call to the Trustee at
301-815-6600 and make a request therefor.


                                   ARTICLE V

                                THE CERTIFICATES

          Section 5.01. The Certificates.

          The Certificates shall be substantially in the forms attached hereto
as exhibits. The Certificates shall be issuable in registered form, in the
minimum denominations, integral multiples in excess thereof (except that one
Certificate in each Class may be issued in a different amount which must be in
excess of the applicable minimum denomination) and aggregate denominations per
Class set forth in the Preliminary Statement.

          Subject to Section 9.02 hereof respecting the final distribution on
the Certificates, on each Distribution Date the Trustee shall make distributions
to each Certificateholder of record on the preceding Record Date either (x) by
wire transfer in immediately available funds to the account of such holder at a
bank or other entity having appropriate facilities therefor, if (i) such Holder
has so notified the Trustee in writing at least five Business Days prior to the
related Record Date and (ii) such Holder shall hold (A) a Class A-4 or Class A-X
Certificate, (B) 100% of the Class Principal Balance of any Class of
Certificates or (C) Certificates of any Class with aggregate principal
Denominations of not less than $1,000,000 or (y) by check mailed by first class
mail to such Certificateholder at the address of such holder appearing in the
Certificate Register.

          The Certificates shall be executed by manual or facsimile signature on
behalf of the Trustee by an authorized officer. Certificates bearing the manual
or facsimile signatures of individuals who were, at the time when such
signatures were affixed, authorized to sign on behalf of the Trustee shall bind
the Trustee, notwithstanding that such individuals or any of them have ceased to
be so authorized prior to the countersignature and delivery of such Certificates
or did not hold such offices at the date of such Certificate. No Certificate
shall be entitled to any benefit under this Agreement, or be valid for any
purpose, unless countersigned by the Trustee by manual signature, and such
countersignature upon any Certificate shall be conclusive evidence, and the only
evidence, that such Certificate has been duly executed and delivered hereunder.
All Certificates shall be dated the date of their countersignature. On the
Closing Date, the Trustee shall countersign the Certificates to be issued at the
direction of the Depositor, or any affiliate thereof.

          The Depositor shall provide, or cause to be provided, to the Trustee
on a continuous basis, an adequate inventory of Certificates to facilitate
transfers.

          Section 5.02. Certificate Register; Registration of Transfer and
Exchange of Certificates.

          (a) The Trustee shall maintain, or cause to be maintained in
accordance with the provisions of Section 5.06 hereof, a Certificate Register
for the Trust Fund in which, subject to the provisions of subsections (b) and
(c) below and to such reasonable regulations as it may prescribe, the Trustee
shall provide for the registration of Certificates and of transfers and
exchanges of Certificates as herein provided. Upon surrender for registration of
transfer of any Certificate, the Trustee shall execute and deliver, in the name
of the designated transferee or transferees, one or more new Certificates of the
same Class and aggregate Percentage Interest.

          At the option of a Certificateholder, Certificates may be exchanged
for other Certificates of the same Class in authorized denominations and
evidencing the same aggregate Percentage Interest upon surrender of the
Certificates to be exchanged at the office or agency of the Trustee. Whenever
any Certificates are so surrendered for exchange, the Trustee shall execute,
authenticate, and deliver the Certificates which the Certificateholder making
the exchange is entitled to receive. Every Certificate presented or surrendered
for registration of transfer or exchange shall be accompanied by a written
instrument of transfer in form satisfactory to the Trustee duly executed by the
holder thereof or his attorney duly authorized in writing.

          No service charge to the Certificateholders shall be made for any
registration of transfer or exchange of Certificates, but payment of a sum
sufficient to cover any tax or governmental charge that may be imposed in
connection with any transfer or exchange of Certificates may be required.

          All Certificates surrendered for registration of transfer or exchange
shall be canceled and subsequently destroyed by the Trustee in accordance with
the Trustee's customary procedures.

          (b) No transfer of a Private Certificate shall be made unless such
transfer is made pursuant to an effective registration statement under the
Securities Act and any applicable state securities laws or is exempt from the
registration requirements under said Act and such state securities laws. In the
event that a transfer is to be made in reliance upon an exemption from the
Securities Act and such laws, in order to assure compliance with the Securities
Act and such laws, the Certificateholder desiring to effect such transfer and
such Certificateholder's prospective transferee (other than the Depositor or an
affiliate of the Depositor) shall each certify to the Trustee in writing the
facts surrounding the transfer in substantially the forms set forth in Exhibit I
(the "Transferor Certificate") and (i) deliver a letter in substantially the
form of either Exhibit J (the "Investment Letter") or Exhibit K (the "Rule 144A
Letter") or (ii) there shall be delivered to the Trustee at the expense of the
transferor an Opinion of Counsel that such transfer may be made pursuant to an
exemption from the Securities Act. The Depositor shall provide to any Holder of
a Private Certificate and any prospective transferee designated by any such
Holder, information regarding the related Certificates and the Mortgage Loans
and such other information as shall be necessary to satisfy the condition to
eligibility set forth in Rule 144A(d)(4) for transfer of any such Certificate
without registration thereof under the Securities Act pursuant to the
registration exemption provided by Rule 144A. The Trustee and the Servicer shall
cooperate with the Depositor in providing the Rule 144A information referenced
in the preceding sentence, including providing to the Depositor such information
regarding the Certificates, the Mortgage Loans and other matters regarding the
Trust Fund as the Depositor shall reasonably request to meet its obligation
under the preceding sentence. Each Holder of a Private Certificate desiring to
effect such transfer shall, and does hereby agree to, indemnify the Trustee, the
Depositor, and the Servicer against any liability that may result if the
transfer is not so exempt or is not made in accordance with such federal and
state laws.

          No transfer of an ERISA-Restricted Certificate shall be made unless
the Trustee shall have received (other than the Depositor or an affiliate of the
Depositor) either (i) a representation from the transferee of such Certificate
acceptable to and in form and substance satisfactory to the Trustee (in the
event such Certificate is a Private Certificate, such requirement is satisfied
only by the Trustee's receipt of a representation letter from the transferee
substantially in the form of Exhibit J or Exhibit K), to the effect that such
transferee is not an employee benefit plan or arrangement subject to Section 406
of ERISA or a plan or arrangement subject to Section 4975 of the Code, or a plan
or arrangement subject to any federal, state or local law ("Similar Law")
materially similar to the foregoing provisions of ERISA or the Code, nor a
person acting on behalf of any such plan or arrangement, nor using the assets of
any such plan or arrangement to effect such transfer, (ii) in the case of an
ERISA-Restricted Certificate other than a Residual Certificate, if the purchaser
is an insurance company, a representation that the purchaser is an insurance
company which is purchasing such Certificates with funds contained in an
"insurance company general account" (as such term is defined in Section V(e) of
Prohibited Transaction Class Exemption 95-60 ("PTCE 95-60")) and that the
purchase and holding of such Certificates are covered under PTCE 95-60 or (iii)
in the case of any ERISA-Restricted Certificate other than a Residual
Certificate presented for registration in the name of an employee benefit plan
subject to ERISA, or a plan or arrangement subject to Section 4975 of the Code
or a plan or arrangement subject to Similar Law (or comparable provisions of any
subsequent enactments), or a trustee of any such plan or any other person acting
on behalf of any such plan or arrangement, or using such plan's or arrangement's
assets, an Opinion of Counsel satisfactory to the Trustee, which Opinion of
Counsel shall not be an expense of either the Trustee or the Trust Fund,
addressed to the Trustee to the effect that the purchase or holding of such
ERISA-Restricted Certificate will not result in the assets of the Trust Fund
being deemed to be "plan assets" and subject to the prohibited transaction
provisions of ERISA and the Code or similar provisions of Similar Law and will
not subject the Trustee to any obligation in addition to those expressly
undertaken in this Agreement or to any liability. For purposes of the preceding
sentence, with respect to an ERISA-Restricted Certificate that is not a Private
Certificate, in the event the representation letter referred to in the preceding
sentence is not so furnished, such representation shall be deemed to have been
made to the Trustee by the transferee's (including an initial acquirer's)
acceptance of the ERISA-Restricted Certificates. Notwithstanding anything else
to the contrary herein, (a) any purported transfer of an ERISA-Restricted
Certificate, other than a Residual Certificate, to or on behalf of an employee
benefit plan subject to ERISA, the Code or Similar Law without the delivery to
the Trustee of an Opinion of Counsel satisfactory to the Trustee as described
above shall be void and of no effect and (b) any purported transfer of a
Residual Certificate that does not make the representation in clause (i) above
shall be void and of no effect.

          To the extent permitted under applicable law (including, but not
limited to, ERISA), the Trustee shall be under no liability to any Person for
any registration of transfer of any ERISA-Restricted Certificate that is in fact
not permitted by this Section 5.02(b) or for making any payments due on such
Certificate to the Holder thereof or taking any other action with respect to
such Holder under the provisions of this Agreement so long as the transfer was
registered by the Trustee in accordance with the foregoing requirements.

          (c) Each Person who has or who acquires any Ownership Interest in a
Residual Certificate shall be deemed by the acceptance or acquisition of such
Ownership Interest to have agreed to be bound by the following provisions, and
the rights of each Person acquiring any Ownership Interest in a Residual
Certificate are expressly subject to the following provisions:

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

          (ii) No Ownership Interest in a Residual Certificate may be registered
     on the Closing Date or thereafter transferred, and the Trustee shall not
     register the Transfer of any Residual Certificate unless, in addition to
     the certificates required to be delivered to the Trustee under subparagraph
     (b) above, the Trustee shall have been furnished with an affidavit (a
     "Transfer Affidavit") of the initial owner or the proposed transferee
     (other than the Depositor of an affiliate thereof) in the form attached
     hereto as Exhibit H.

          (iii) Each Person holding or acquiring any Ownership Interest in a
     Residual Certificate shall agree (A) to obtain a Transfer Affidavit from
     any other Person to whom such Person attempts to Transfer its Ownership
     Interest in a Residual Certificate, (B) to obtain a Transfer Affidavit from
     any Person for whom such Person is acting as nominee, trustee or agent in
     connection with any Transfer of a Residual Certificate and (C) not to
     Transfer its Ownership Interest in a Residual Certificate or to cause the
     Transfer of an Ownership Interest in a Residual Certificate to any other
     Person if it has actual knowledge that such Person is not a Permitted
     Transferee.

          (iv) Any attempted or purported Transfer of any Ownership Interest in
     a Residual Certificate in violation of the provisions of this Section
     5.02(c) shall be absolutely null and void and shall vest no rights in the
     purported Transferee. If any purported transferee shall become a Holder of
     a Residual Certificate in violation of the provisions of this Section
     5.02(c), then the last preceding Permitted Transferee shall be restored to
     all rights as Holder thereof retroactive to the date of registration of
     Transfer of such Residual Certificate. The Trustee shall be under no
     liability to any Person for any registration of Transfer of a Residual
     Certificate that is in fact not permitted by Section 5.02(b) and this
     Section 5.02(c) or for making any payments due on such Certificate to the
     Holder thereof or taking any other action with respect to such Holder under
     the provisions of this Agreement so long as the Transfer was registered
     after receipt of the related Transfer Affidavit, Transferor Certificate and
     either the Rule 144A Letter or the Investment Letter. The Trustee shall be
     entitled but not obligated to recover from any Holder of a Residual
     Certificate that was in fact not a Permitted Transferee at the time it
     became a Holder or, at such subsequent time as it became other than a
     Permitted Transferee, all payments made on such Residual Certificate at and
     after either such time. Any such payments so recovered by the Trustee shall
     be paid and delivered by the Trustee to the last preceding Permitted
     Transferee of such Certificate.

          (v) The Depositor shall use its best efforts to make available, upon
     receipt of written request from the Trustee, all information necessary to
     compute any tax imposed under Section 860E(e) of the Code as a result of a
     Transfer of an Ownership Interest in a Residual Certificate to any Holder
     who is not a Permitted Transferee described in clauses (i) through (iv) of
     the definition thereof.

          The restrictions on Transfers of a Residual Certificate set forth in
this Section 5.02(c) shall cease to apply (and the applicable portions of the
legend on a Residual Certificate may be deleted) with respect to Transfers
occurring after delivery to the Trustee of an Opinion of Counsel, which Opinion
of Counsel shall not be an expense of the Trust Fund, the Trustee, the Loan
Seller, the Transferors or the Servicer, to the effect that the elimination of
such restrictions will not cause any REMIC hereunder to fail to qualify as a
REMIC at any time that the Certificates are outstanding or result in the
imposition of any tax on the Trust Fund, a Certificateholder or another Person.
Each Person holding or acquiring any Ownership Interest in a Residual
Certificate hereby consents to any amendment of this Agreement which, based on
an Opinion of Counsel furnished to the Trustee, is reasonably necessary (a) to
ensure that the record ownership of, or any beneficial interest in, a Residual
Certificate is not transferred, directly or indirectly, to a Person that is not
a Permitted Transferee and (b) to provide for a means to compel the Transfer of
a Residual Certificate which is held by a Person that is not a Permitted
Transferee to a Holder that is a Permitted Transferee.

          (d) The preparation and delivery of all certificates and opinions
referred to above in this Section 5.02 in connection with transfer shall be at
the expense of the parties to such transfers.

          (e) Except as provided below, the Book-Entry Certificates shall at all
times remain registered in the name of the Depository or its nominee and at all
times: (i) registration of the Certificates may not be transferred by the
Trustee except to another Depository; (ii) the Depository shall maintain
book-entry records with respect to the Certificate Owners and with respect to
ownership and transfers of such Book-Entry Certificates; (iii) ownership and
transfers of registration of the Book-Entry Certificates on the books of the
Depository shall be governed by applicable rules established by the Depository;
(iv) the Depository may collect its usual and customary fees, charges and
expenses from its Depository Participants; (v) the Trustee shall deal with the
Depository, Depository Participants and indirect participating firms as
representatives of the Certificate Owners of the Book-Entry Certificates for
purposes of exercising the rights of holders under this Agreement, and requests
and directions for and votes of such representatives shall not be deemed to be
inconsistent if they are made with respect to different Certificate Owners; and
(vi) the Trustee may rely and shall be fully protected in relying upon
information furnished by the Depository with respect to its Depository
Participants and furnished by the Depository Participants with respect to
indirect participating firms and persons shown on the books of such indirect
participating firms as direct or indirect Certificate Owners.

          All transfers by Certificate Owners of Book-Entry Certificates shall
be made in accordance with the procedures established by the Depository
Participant or brokerage firm representing such Certificate Owner. Each
Depository Participant shall only transfer Book-Entry Certificates of
Certificate Owners it represents or of brokerage firms for which it acts as
agent in accordance with the Depository's normal procedures.

          If (x) (i) the Depository or the Depositor advises the Trustee in
writing that the Depository is no longer willing or able to properly discharge
its responsibilities as Depository, and (ii) the Trustee or the Depositor is
unable to locate a qualified successor, (y) the Depositor at its option advises
the Trustee in writing that it elects to terminate the book-entry system through
the Depository or (z) after the occurrence of a Servicer Event of Termination,
Certificate Owners representing at least 51% of the Certificate Principal
Balance of the Book-Entry Certificates together advise the Trustee and the
Depository through the Depository Participants in writing that the continuation
of a book-entry system through the Depository is no longer in the best interests
of the Certificate Owners, the Trustee shall notify all Certificate Owners,
through the Depository, of the occurrence of any such event and of the
availability of definitive, fully-registered Certificates (the "Definitive
Certificates") to Certificate Owners requesting the same. Upon surrender to the
Trustee of the related Class of Certificates by the Depository, accompanied by
the instructions from the Depository for registration, the Trustee shall issue
the Definitive Certificates. Neither the Servicer, the Depositor nor the Trustee
shall be liable for any delay in delivery of such instruction and each may
conclusively rely on, and shall be protected in relying on, such instructions.
The Servicer shall provide the Trustee with an adequate inventory of
certificates to facilitate the issuance and transfer of Definitive Certificates.
Upon the issuance of Definitive Certificates all references herein to
obligations imposed upon or to be performed by the Depository shall be deemed to
be imposed upon and performed by the Trustee, to the extent applicable with
respect to such Definitive Certificates and the Trustee shall recognize the
Holders of the Definitive Certificates as Certificateholders hereunder; provided
that the Trustee shall not by virtue of its assumption of such obligations
become liable to any party for any act or failure to act of the Depository.


          Section 5.03. Mutilated, Destroyed, Lost or Stolen Certificates.

          If (a) any mutilated Certificate is surrendered to the Trustee, or the
Trustee receives evidence to its satisfaction of the destruction, loss or theft
of any Certificate and (b) there is delivered to the Servicer and the Trustee
such security or indemnity as may be required by them to save each of them
harmless, then, in the absence of notice to the Trustee that such Certificate
has been acquired by a bona fide purchaser, the Trustee shall execute,
countersign and deliver, in exchange for or in lieu of any such mutilated,
destroyed, lost or stolen Certificate, a new Certificate of like Class, tenor
and Percentage Interest. In connection with the issuance of any new Certificate
under this Section 5.03, the Trustee may require the payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in relation
thereto and any other expenses (including the fees and expenses of the Trustee)
connected therewith. Any replacement Certificate issued pursuant to this Section
5.03 shall constitute complete and indefeasible evidence of ownership, as if
originally issued, whether or not the lost, stolen or destroyed Certificate
shall be found at any time.

          Section 5.04. Persons Deemed Owners.

          The Servicer, the Trustee and any agent of the Servicer or the Trustee
may treat the Person in whose name any Certificate is registered as the owner of
such Certificate for the purpose of receiving distributions as provided in this
Agreement and for all other purposes whatsoever, and neither the Servicer, the
Trustee nor any agent of the Servicer or the Trustee shall be affected by any
notice to the contrary.

          Section 5.05. Access to List of Certificateholders' Names and
Addresses.

          If three or more Certificateholders (a) request such information in
writing from the Trustee, (b) state that such Certificateholders desire to
communicate with other Certificateholders with respect to their rights under
this Agreement or under the Certificates, and (c) provide a copy of the
communication which such Certificateholders propose to transmit, or if the
Depositor or Servicer shall request such information in writing from the
Trustee, then the Trustee shall, within ten Business Days after the receipt of
such request, provide the Depositor, the Servicer or such Certificateholders at
such recipients' expense the most recent list of the Certificateholders of such
Trust Fund held by the Trustee, if any. The Depositor and every
Certificateholder, by receiving and holding a Certificate, agree that the
Trustee shall not be held accountable by reason of the disclosure of any such
information as to the list of the Certificateholders hereunder, regardless of
the source from which such information was derived.

          Section 5.06. Maintenance of Office or Agency.

          Certificates may be surrendered for registration of transfer or
exchange at the Corporate Trust Office. The Trustee will give prompt written
notice to the Certificateholders of any change in such location of any such
office or agency.


                                   ARTICLE VI

                         THE DEPOSITOR AND THE SERVICER

          Section 6.01. Respective Liabilities of the Depositor and the
Servicer.

          The Depositor and the Servicer shall each be liable in accordance
herewith only to the extent of the obligations specifically and respectively
imposed upon and undertaken by them herein.

          Section 6.02. Merger or Consolidation of the Depositor or the
Servicer.

          The Depositor and the Servicer will each keep in full effect its
existence, rights and franchises as a corporation or limited partnership, as the
case may be, under the laws of the United States or under the laws of one of the
states thereof and will each obtain and preserve its qualification to do
business as a foreign corporation or legal entity, as the case may be, in each
jurisdiction in which such qualification is or shall be necessary to protect the
validity and enforceability of this Agreement, or any of the Mortgage Loans and
to perform its respective duties under this Agreement.

          Any Person into which the Depositor or the Servicer may be merged or
consolidated, or any Person resulting from any merger or consolidation to which
the Depositor or the Servicer shall be a party, or any person succeeding to the
business of the Depositor or the Servicer, shall be the successor of the
Depositor or the Servicer, as the case may be, hereunder, without the execution
or filing of any paper or any further act on the part of any of the parties
hereto, anything herein to the contrary notwithstanding; provided, however, that
the successor or surviving Person to the Servicer shall be qualified to sell
mortgage loans to, and to service mortgage loans on behalf of, Fannie Mae or
Freddie Mac.

          Section 6.03. Limitation on Liability of the Depositor, the Loan
Seller, the Transferors, the Servicer and Others.

          None of the Depositor, the Loan Seller, the Transferors, the Servicer
or any of the directors, officers, employees or agents of the Depositor, the
Loan Seller, the Transferors or the Servicer shall be under any liability to the
Certificateholders for any action taken or for refraining from the taking of any
action in good faith pursuant to this Agreement, or for errors in judgment;
provided, however, that this provision shall not protect the Depositor, the Loan
Seller, the Transferors, the Servicer or any such Person against any breach of
representations or warranties made by it herein or protect the Depositor, the
Loan Seller, the Transferors, the Servicer or any such Person from any liability
which would otherwise be imposed by reasons of willful misfeasance, bad faith or
negligence in the performance of duties or by reason of reckless disregard of
obligations and duties hereunder. The Depositor, the Loan Seller, the
Transferors, the Servicer and any director, officer, employee or agent of the
Depositor, the Loan Seller, the Transferors or the Servicer may rely in good
faith on any document of any kind prima facie properly executed and submitted by
any Person respecting any matters arising hereunder. The Depositor, the Loan
Seller, the Transferors, the Servicer and any director, officer, employee or
agent of the Depositor, the Loan Seller, the Transferors or the Servicer shall
be indemnified by the Trust Fund and held harmless against any loss, liability
or expense incurred in connection with any audit, controversy or judicial
proceeding relating to a governmental taxing authority or any legal action
relating to this Agreement or the Certificates, other than any loss, liability
or expense related to any specific Mortgage Loan or Mortgage Loans (except as
any such loss, liability or expense shall be otherwise reimbursable pursuant to
this Agreement) and any loss, liability or expense incurred by reason of willful
misfeasance, bad faith or negligence in the performance of duties hereunder or
by reason of reckless disregard of obligations and duties hereunder. None of the
Depositor, the Loan Seller, the Transferors or the Servicer shall be under any
obligation to appear in, prosecute or defend any legal action that is not
incidental to its respective duties hereunder and which in its opinion may
involve it in any expense or liability; provided, however, that any of the
Depositor, the Loan Seller, the Transferors or the Servicer may in its
discretion undertake any such action that it may deem necessary or desirable in
respect of this Agreement and the rights and duties of the parties hereto and
interests of the Trustee and the Certificateholders hereunder. In such event,
the legal expenses and costs of such action and any liability resulting
therefrom shall be expenses, costs and liabilities of the Trust Fund, and the
Depositor, the Loan Seller, the Transferors and the Servicer shall be entitled
to be reimbursed therefor out of the Collection Account.

          Section 6.04. Limitation on Resignation of Servicer.

          The Servicer shall not resign from the obligations and duties hereby
imposed on it except (a) upon appointment of a successor servicer and receipt by
the Trustee of a letter from each Rating Agency that such a resignation and
appointment will not result in a downgrading of the rating of any of the
Certificates, without regard to the guaranty provided by the Policies, or (b)
upon determination that its duties hereunder are no longer permissible under
applicable law. Any such determination under clause (b) permitting the
resignation of the Servicer shall be evidenced by an Opinion of Counsel to such
effect delivered to the Trustee. No such resignation shall become effective
until the Trustee or a successor servicer shall have assumed the Servicer's
responsibilities, duties, liabilities and obligations hereunder.


                                   ARTICLE VII

                                     DEFAULT

          Section 7.01. Events of Default.

          "Servicer Event of Termination," wherever used herein, means any one
of the following events:

          (i) any failure by the Servicer to deposit in the Collection Account
     or remit to the Trustee any payment required to be made under the terms of
     this Agreement, which failure shall continue unremedied for five days after
     the date upon which written notice of such failure shall have been given to
     the Servicer by the Trustee or the Depositor or to the Servicer and the
     Trustee by the Holders of Certificates having not less than 25% of the
     Voting Rights evidenced by the Certificates (provided, however, that the
     Servicer shall pay the Trustee interest on such late payment at the prime
     rate (as set forth in The Wall Street Journal) until such late payment is
     received by the Trustee); or

          (ii) any failure by the Servicer to observe or perform in any material
     respect any other of the covenants or agreements on the part of the
     Servicer contained in this Agreement which failure continues unremedied for
     a period of 60 days after the date on which written notice of such failure
     shall have been given to the Servicer by the Trustee or the Depositor, or
     to the Servicer and the Trustee by the Holders of Certificates evidencing
     not less than 25% of the Voting Rights evidenced by the Certificates; or

          (iii) a decree or order of a court or agency or supervisory authority
     having jurisdiction in the premises for the appointment of a 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 consecutive days; or

          (iv) the Servicer shall consent to the appointment of a receiver or
     liquidator in any insolvency, readjustment of debt, marshalling of assets
     and liabilities or similar proceedings of or relating to the Servicer or
     all or substantially all of the property of the Servicer; or

          (v) the Servicer shall admit in writing its inability to pay its debts
     generally as they become due, file a petition to take advantage of, or
     commence a voluntary case under, any applicable insolvency or
     reorganization statute, make an assignment for the benefit of its
     creditors, or voluntarily suspend payment of its obligations.

          If a Servicer Event of Termination described in clauses (i) to (vi) of
this Section shall occur, then, and in each and every such case, so long as such
Servicer Event of Termination shall not have been remedied, the Trustee may, or
at the direction of the Holders of Certificates evidencing not less than 25% of
the Voting Rights evidenced by the Certificates, the Trustee shall by notice in
writing to the Servicer (with a copy to each Rating Agency), 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
Certificateholder hereunder. On and after the receipt by the Servicer of such
written notice, all authority and power of the Servicer hereunder, whether with
respect to the Mortgage Loans or otherwise, shall, within a period not to exceed
ninety (90) days, pass to and be vested in the Trustee. The Trustee, in its
capacity as successor servicer, shall thereupon make any Advance, which the
Servicer failed to make subject to Section 3.04 hereof, subject to a
determination of non-recoverability. The Trustee is hereby authorized and
empowered to execute and deliver, on behalf of the Servicer, as attorney-in-fact
or otherwise, any and all documents and other instruments, and to do or
accomplish all other acts or things necessary or appropriate to effect the
purposes of such notice of termination, whether to complete the transfer and
endorsement or assignment of the Mortgage Loans and related documents, or
otherwise. Unless expressly provided in such written notice, no such termination
shall affect any obligation of the Servicer to pay amounts owed pursuant to
Article VIII. The Servicer agrees to cooperate with the Trustee in effecting the
termination of the Servicer's responsibilities and rights hereunder, including,
without limitation, the transfer to the Trustee of all cash amounts which shall
at the time be credited to the Collection Account, or thereafter be received
with respect to the Mortgage Loans.

          Notwithstanding any termination of the activities of the Servicer
hereunder, the Servicer shall be entitled to receive, out of any late collection
of a Scheduled Payment on a Mortgage Loan which was due prior to the notice
terminating such Servicer's rights and obligations as Servicer hereunder and
received after such notice, that portion thereof to which such Servicer would
have been entitled pursuant to Sections 3.08(a)(i) through (viii),and any other
amounts payable to such Servicer hereunder the entitlement to which arose prior
to the termination of its activities hereunder.

          Section 7.02. Trustee to Act; Appointment of Successor.

          On and after the time the Servicer receives a notice of termination
pursuant to Section 7.01 hereof, the Trustee shall, subject to and to the extent
provided in Section 3.04, be the successor to the Servicer in its capacity as
servicer under this Agreement and the transactions set forth or provided for
herein and shall be subject to all the responsibilities, duties and liabilities
relating thereto placed on the Servicer by the terms and provisions hereof and
applicable law including the obligation to make Advances pursuant to Section
4.01. As compensation therefor, the Trustee shall be entitled to all funds
relating to the Mortgage Loans that the Servicer would have been entitled to
charge to the Collection Account or Distribution Account if the Servicer had
continued to act hereunder. Notwithstanding the foregoing, if the Trustee has
become the successor to the Servicer in accordance with Section 7.01 hereof, the
Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited
by applicable law from making Advances pursuant to Section 4.01 hereof or if it
is otherwise unable to so act, or if it has been requested in writing by Holders
of Certificates evidencing not less than 25% of the Voting Rights evidenced by
the Certificates to do so, appoint, or petition a court of competent
jurisdiction to appoint, any established mortgage loan servicing institution the
appointment of which does not adversely affect the then current rating of the
Certificates by each Rating Agency as the successor to the Servicer hereunder in
the assumption of all or any part of the responsibilities, duties or liabilities
of the Servicer hereunder. Any successor to the Servicer shall be an institution
which is a Fannie Mae and Freddie Mac approved seller/servicer in good standing,
which has a net worth of at least $15,000,000, and which is willing to service
the Mortgage Loans and executes and delivers to the Depositor and the Trustee an
agreement accepting such delegation and assignment, which contains an assumption
by such Person of the rights, powers, duties, responsibilities, obligations and
liabilities of the Servicer (other than liabilities of the Servicer under
Section 6.03 hereof incurred prior to termination of the Servicer under Section
7.01), with like effect as if originally named as a party to this Agreement; and
provided further that each Rating Agency acknowledges that its rating of the
Certificates in effect immediately prior to such assignment and delegation will
not be qualified or reduced, without regard to the guaranty provided by the
Policies, as a result of such assignment and delegation. Pending appointment of
a successor to the Servicer hereunder, the Trustee, unless the Trustee is
prohibited by law from so acting, shall, subject to Section 3.04 hereof, act in
such capacity as hereinabove provided. In connection with such appointment and
assumption, the Trustee may make such arrangements for the compensation of such
successor out of payments on Mortgage Loans as it and such successor shall
agree; provided, however, that no such compensation shall be in excess of the
Servicing Fee permitted the Servicer hereunder. The Trustee and such successor
shall take such action, consistent with this Agreement, as shall be necessary to
effectuate any such succession. Neither the Trustee nor any other successor
servicer shall be deemed to be in default hereunder by reason of any failure to
make, or any delay in making, any distribution hereunder or any portion thereof
or any failure to perform, or any delay in performing, any duties or
responsibilities hereunder, in either case caused by the failure of the Servicer
to deliver or provide, or any delay in delivering or providing, any cash,
information, documents or records to it.

          Any successor to the Servicer as servicer shall give notice to the
Mortgagors of such change of servicer and shall, during the term of its service
as servicer maintain in force the policy or policies that the Servicer is
required to maintain pursuant to Section 3.09.

          The Trustee or successor servicer shall be entitled to be reimbursed
from the Servicer for all costs associated with the transfer of servicing from
the predecessor servicer, including, without limitation, any costs or expenses
(including but not limited to personnel time) associated with the complete
transfer of all servicing data and the completion, correction or manipulation of
such servicing data as may be required by the Trustee or successor servicer to
correct any errors or insufficiencies in the servicing data or otherwise to
enable the Trustee or successor servicer to service the Mortgage Loans properly
and effectively. If the Servicer does not pay such reimbursement within thirty
(30) days of its receipt of an invoice therefor, such reimbursement shall be an
expense of the Trust and the Trustee shall be entitled to withdraw such
reimbursement from amounts on deposit in the Distribution Account pursuant to
Section 3.08(b)(iv); provided that the Servicer shall reimburse the Trust for
any such expense incurred by the Trust; and provided, further, that the Trustee
shall decide whether and to what extent it is in the best interest of the
Certificateholders to pursue any remedy against any party obligated to make such
reimbursement.

          Section 7.03. Notification to Certificateholders.

          (a) Upon any termination of or appointment of a successor to the
Servicer, the Trustee shall give prompt written notice thereof to
Certificateholders and to each Rating Agency.

          (b) Within 60 days after the occurrence of any Servicer Event of
Termination, the Trustee shall transmit by mail to all Certificateholders notice
of each such Servicer Event of Termination hereunder known to the Trustee,
unless such Servicer Event of Termination shall have been cured or waived.


                                  ARTICLE VIII

                             CONCERNING THE TRUSTEE

          Section 8.01. Duties of Trustee.

          The Trustee, prior to the occurrence of a Servicer Event of
Termination and after the curing of all Events of Default that may have
occurred, shall undertake to perform such duties and only such duties as are
specifically set forth in this Agreement. In case a Servicer Event of
Termination has occurred and remains uncured, the Trustee shall exercise such of
the rights and powers vested in it by this Agreement, and use the same degree of
care and skill in their exercise as a prudent person would exercise or use under
the circumstances in the conduct of such person's own affairs.

          The Trustee, upon receipt of all resolutions, certificates,
statements, opinions, reports, documents, orders or other instruments furnished
to the Trustee that are specifically required to be furnished pursuant to any
provision of this Agreement shall examine them to determine whether they are in
the form required by this Agreement; provided, however, that the Trustee shall
not be responsible for the accuracy or content of any such resolution,
certificate, statement, opinion, report, document, order or other instrument. If
any such instrument is found not to conform in any material respect to the
requirements of this Agreement, the Trustee shall notify the Certificateholders
of such non-conforming instrument in the event the Trustee, after so requesting,
does not receive a satisfactorily corrected instrument.

          No provision of this Agreement shall be construed to relieve the
Trustee from liability for its own negligent action, its own negligent failure
to act or its own willful misconduct; provided, however, that:

          (i) unless a Servicer Event of Termination the Trustee has actual
     knowledge of shall have occurred and be continuing, the duties and
     obligations of the Trustee shall be determined solely by the express
     provisions of this Agreement, the Trustee shall not be liable except for
     the performance of such duties and obligations as are specifically set
     forth in this Agreement, no implied covenants or obligations shall be read
     into this Agreement against the Trustee and the Trustee may conclusively
     rely, as to the truth of the statements and the correctness of the opinions
     expressed therein, upon any certificates or opinions furnished to the
     Trustee and conforming to the requirements of this Agreement which it
     believed in good faith to be genuine and to have been duly executed by the
     proper authorities respecting any matters arising hereunder;

          (ii) the Trustee shall not be liable for an error of judgment made in
     good faith by a Responsible Officer or Responsible Officers of the Trustee,
     unless it shall be finally proven that the Trustee was negligent in
     ascertaining the pertinent facts;

          (iii) the Trustee shall not be liable with respect to any action
     taken, suffered or omitted to be taken by it in good faith in accordance
     with the direction of Holders of Certificates evidencing not less than 25%
     of the Voting Rights of Certificates relating to the time, method and place
     of conducting any proceeding for any remedy available to the Trustee, or
     exercising or omitting to exercise any trust or power conferred upon the
     Trustee under this Agreement; and

          (iv) Subject to Section 7.02, the Trustee shall not be accountable,
     shall have no liability and makes no representation as to any acts or
     omissions hereunder of the Servicer until such time as the Trustee may be
     required to act as Servicer pursuant to Section 7.02 and thereupon only for
     the acts or omissions of the Trustee as successor Servicer.

          Section 8.02. Certain Matters Affecting the Trustee.

          Except as otherwise provided in Section 8.01:

          (i) the Trustee may request and rely upon and shall be protected in
     acting or refraining from acting upon any resolution, Officers'
     Certificate, certificate of auditors or any other certificate, statement,
     instrument, opinion, report, notice, request, consent, order, appraisal,
     bond or other paper or document believed by it to be genuine and to have
     been signed or presented by the proper party or parties and the Trustee
     shall have no responsibility to ascertain or confirm the genuineness of any
     signature of any such party or parties;

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

          (iii) the Trustee shall not be personally liable for any action taken,
     suffered or omitted by it in good faith and believed by it to be authorized
     or within the discretion or rights or powers conferred upon it by this
     Agreement;

          (iv) prior to the occurrence of a Servicer Event of Termination and
     after the curing of all Servicer Events of Termination which may have
     occurred, the Trustee shall not be bound to make any investigation into the
     facts or matters stated in any resolution, certificate, statement,
     instrument, opinion, report, notice, request, consent, order, approval,
     bond or other paper or document, unless requested in writing so to do by
     Holders of Certificates evidencing not less than 25% of the Voting Rights
     allocated to each Class of Certificates; provided, however, that if the
     payment within a reasonable time to the Trustee of the costs, expenses or
     liabilities likely to be incurred by it in the making of such investigation
     is, in the opinion of the Trustee, not reasonably assured to the Trustee by
     the security afforded to it by the terms of this Agreement, the Trustee may
     require reasonable indemnity against such expense or liability as a
     condition to so proceeding. The reasonable expense of every such
     examination shall be paid by the Servicer or, if paid by the Trustee, shall
     be reimbursed by the Servicer upon demand. Nothing in this clause (iv)
     shall derogate from the obligation of the Servicer to observe any
     applicable law prohibiting disclosure of information regarding the
     Mortgagors;

          (v) the Trustee may execute any of the trusts or powers hereunder or
     perform any duties hereunder either directly or by or through agents or
     attorneys or a custodian and the Trustee shall not be responsible for any
     misconduct or negligence on the part of any such agent, attorney or
     custodian appointed by the Trustee with due care;

          (vi) the Trustee shall not be required to risk or expend its own funds
     or otherwise incur any financial liability in the performance of any of its
     duties or in the exercise of any of its rights or powers hereunder if it
     shall have reasonable grounds for believing that repayment of such funds or
     adequate indemnity against such risk or liability is not assured to it, and
     none of the provisions contained in this Agreement shall in any event
     require the Trustee to perform, or be responsible for the manner of
     performance of, any of the obligations of the Servicer under this
     Agreement, except during such time, if any, as the Trustee shall be the
     successor to, and be vested with the rights, duties, powers and privileges
     of, the Servicer in accordance with the terms of this Agreement;

          (vii) the Trustee shall not be liable for any loss on any investment
     of funds pursuant to this Agreement, except as specified herein with
     respect to Permitted Investments of funds in the Distribution Account
     (other than as issuer of the investment security);

          (viii) the Trustee shall not be deemed to have knowledge of a Servicer
     Event of Termination until a Responsible Officer of the Trustee obtains
     actual knowledge of such failure or the Trustee receives written notice of
     such failure from the Servicer or the holders of Certificates evidencing
     not less than 25% of the Voting Rights of Certificates. In the absence of
     such receipt of such notice, the Trustee may conclusively assume that there
     is no Servicer Event of Termination; and

          (ix) the Trustee shall be under no obligation to exercise any of the
     trusts, rights or powers vested in it by this Agreement or to institute,
     conduct or defend any litigation hereunder or in relation hereto at the
     request, order or direction of any of the Certificateholders, pursuant to
     the provisions of this Agreement, unless such Certificateholders shall have
     offered to the Trustee reasonable security or indemnity satisfactory to the
     Trustee against the costs, expenses and liabilities which may be incurred
     therein or thereby.

          The Trustee shall have no duty (A) to see to any recording, filing, or
depositing of this Agreement or any agreement referred to herein or any
financing statement or continuation statement evidencing a security interest, or
to see to the maintenance of any such recording or filing or depositing or to
any rerecording, refiling or redepositing of any thereof, (B) to see to any
insurance or (C) to see to the payment or discharge of any tax, assessment, or
other governmental charge or any lien or encumbrance of any kind owing with
respect to, assessed or levied against, any part of the Trust Fund other than
from funds available in the Distribution Account.

          Section 8.03. Trustee Not Liable for Certificates or Mortgage Loans.

          The recitals contained herein and in the Certificates shall be taken
as the statements of the Depositor or the Transferors, as the case may be, and
the Trustee assumes no responsibility for their correctness. The Trustee makes
no representations as to the validity or sufficiency of this Agreement or of the
Certificates or of any Mortgage Loan or related document other than with respect
to the Trustee's execution and counter-signature of the Certificates. The
Trustee shall not be accountable for the use or application by the Depositor or
the Servicer of any funds paid to the Depositor or the Servicer in respect of
the Mortgage Loans or deposited in or withdrawn from the Collection Account by
the Depositor or the Servicer. Section 8.04. Trustee May Own Certificates.

          The Trustee in its individual or any other capacity may become the
owner or pledgee of Certificates with the same rights as it would have if it
were not the Trustee.

          Section 8.05. Trustee's Expenses.

          The Trustee and any director, officer, employee or agent of the
Trustee shall be indemnified by the Trust and held harmless against any loss,
liability or expense (including reasonable attorney's fees) (i) incurred in
connection with any claim or legal action relating to (a) this Agreement or (b)
the Certificates, (ii) incurred in connection with the performance of any of the
Trustee's duties hereunder, other than any loss, liability or expense (x)
incurred by reason of willful misfeasance, bad faith or negligence in the
performance of any of the Trustee's duties hereunder, (y) incurred by reason of
any action of the Trustee taken at the direction of the Certificateholders, or
(z) which would not constitute an "unanticipated expense incurred by the REMIC"
within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii) and (iii)
resulting from any error in any tax or information return prepared by the
Servicer. Such indemnity shall survive the termination of this Agreement or the
resignation or removal of the Trustee hereunder. Without limiting the foregoing,
and except for any such expense, disbursement or advance as may arise from the
Trustee's negligence, bad faith or willful misconduct, or which would not be an
"unanticipated expense" within the meaning of the second preceding sentence, the
Trustee shall be reimbursed by the Trust for all reasonable expenses,
disbursements and advances incurred or made by the Trustee in accordance with
any of the provisions of this Agreement with respect to: (A) the reasonable
compensation and the expenses and disbursements of its counsel not associated
with the closing of the issuance of the Certificates, (B) the reasonable
compensation, expenses and disbursements of any accountant, engineer, appraiser
or other agent that is not regularly employed by the Trustee, to the extent that
the Trustee must engage such Persons to perform acts or services hereunder and
(C) printing and engraving expenses in connection with preparing any Definitive
Certificates. Except as otherwise provided herein, the Trustee shall not be
entitled to payment or reimbursement for any routine ongoing expenses incurred
by the Trustee in the ordinary course of its duties as Trustee, registrar or
paying agent hereunder or for any other expenses. The Trust shall fulfill such
indemnification obligation from amounts on deposit from time to time in the
Distribution Account.

          Section 8.06. Eligibility Requirements for Trustee.

          The Trustee hereunder shall at all times be a corporation or
association organized and doing business under the laws of a state or the United
States of America, authorized under such laws to exercise corporate trust
powers, having a combined capital and surplus of at least $50,000,000, subject
to supervision or examination by federal or state authority and with a credit
rating which would not cause either of the Rating Agencies to reduce their
respective then current ratings of the Certificates (or having provided such
security from time to time as is sufficient to avoid such reduction). If such
corporation or association publishes reports of condition at least annually,
pursuant to law or to the requirements of the aforesaid supervising or examining
authority, then for the purposes of this Section 8.06 the combined capital and
surplus of such corporation or association shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published. In case at any time the Trustee shall cease to be eligible in
accordance with the provisions of this Section 8.06, the Trustee shall resign
immediately in the manner and with the effect specified in Section 8.07 hereof.
The entity serving as Trustee may have normal banking and trust relationships
with the Depositor and its affiliates or the Servicer and its affiliates;
provided, however, that such entity cannot be an affiliate of the Servicer other
than the Trustee in its role as successor to the Servicer.

          Section 8.07. Resignation and Removal of Trustee.

          The Trustee may at any time resign and be discharged from the trusts
hereby created by giving written notice of resignation to the Depositor and the
Servicer and each Rating Agency not less than 60 days before the date specified
in such notice when, subject to Section 8.08, such resignation is to take
effect, and acceptance by a successor trustee in accordance with Section 8.08
meeting the qualifications set forth in Section 8.06. If no successor trustee
meeting such qualifications shall have been so appointed and have accepted
appointment within 30 days after the giving of such notice or resignation, the
resigning Trustee may petition any court of competent jurisdiction for the
appointment of a successor trustee.

          If at any time the Trustee shall cease to be eligible in accordance
with the provisions of Section 8.06 hereof and shall fail to resign after
written request thereto by the Depositor, or if at any time the Trustee shall
become incapable of acting, or shall be adjudged as bankrupt or insolvent, or a
receiver of the Trustee or of its property shall be appointed, or any public
officer shall take charge or control of the Trustee or of its property or
affairs for the purpose of rehabilitation, conservation or liquidation, or a tax
is imposed with respect to the Trust Fund by any state in which the Trustee or
the Trust Fund is located and the imposition of such tax would be avoided by the
appointment of a different trustee, then the Depositor or the Servicer may
remove the Trustee and appoint a successor trustee by written instrument, in
triplicate, one copy of which instrument shall be delivered to the Trustee, one
copy of which shall be delivered to the Servicer and one copy to the successor
trustee.

          The Holders of Certificates entitled to at least 51% of the Voting
Rights may at any time remove the Trustee and appoint a successor trustee by
written instrument or instruments, in triplicate, signed by such Holders or
their attorneys-in-fact duly authorized, one complete set of which instruments
shall be delivered by the successor Trustee to the Servicer, one complete set to
the Trustee so removed and one complete set to the successor so appointed.
Notice of any removal of the Trustee shall be given to each Rating Agency by the
Successor Trustee.

          Any resignation or removal of the Trustee and appointment of a
successor trustee pursuant to any of the provisions of this Section 8.07 shall
become effective upon acceptance of appointment by the successor trustee as
provided in Section 8.08 hereof.

          Section 8.08. Successor Trustee.

          Any successor trustee appointed as provided in Section 8.07 hereof
shall execute, acknowledge and deliver to the Depositor and to its predecessor
trustee and the Servicer an instrument accepting such appointment hereunder and
thereupon the resignation or removal of the predecessor trustee shall become
effective and such successor trustee, without any further act, deed or
conveyance, shall become fully vested with all the rights, powers, duties and
obligations of its predecessor hereunder, with the like effect as if originally
named as trustee herein. The Depositor, the Servicer and the predecessor trustee
shall execute and deliver such instruments and do such other things as may
reasonably be required for more fully and certainly vesting and confirming in
the successor trustee all such rights, powers, duties, and obligations.

          No successor trustee shall accept appointment as provided in this
Section 8.08 unless at the time of such acceptance such successor trustee shall
be eligible under the provisions of Section 8.06 hereof and its appointment
shall not adversely affect the then current rating of the Certificates.

          Upon acceptance of appointment by a successor trustee as provided in
this Section 8.08, the Depositor shall mail notice of the succession of such
trustee hereunder to all Holders of Certificates. If the Depositor fails to mail
such notice within 10 days after acceptance of appointment by the successor
trustee, the successor trustee shall cause such notice to be mailed at the
expense of the Depositor.

          Section 8.09. Merger or Consolidation of Trustee.

          Any corporation or other entity into which the Trustee may be merged
or converted or with which it may be consolidated or any corporation or other
entity resulting from any merger, conversion or consolidation to which the
Trustee shall be a party, or any corporation or other entity succeeding to the
business of the Trustee, shall be the successor of the Trustee hereunder,
provided that such corporation or other entity shall be eligible under the
provisions of Section 8.06 hereof without the execution or filing of any paper
or further act on the part of any of the parties hereto, anything herein to the
contrary notwithstanding.

          Section 8.10. Appointment of Co-Trustee or Separate Trustee.

          Notwithstanding any other provisions of this Agreement, at any time,
for the purpose of meeting any legal requirements of any jurisdiction in which
any part of the Trust Fund or property securing any Mortgage Note may at the
time be located, the Servicer and the Trustee acting jointly shall have the
power and shall execute and deliver all instruments to appoint one or more
Persons approved by the Trustee to act as co-trustee or co-trustees jointly with
the Trustee, or separate trustee or separate trustees, of all or any part of the
Trust Fund, and to vest in such Person or Persons, in such capacity and for the
benefit of the Certificateholders, such title to the Trust Fund or any part
thereof, whichever is applicable, and, subject to the other provisions of this
Section 8.10, such powers, duties, obligations, rights and trusts as the
Servicer and the Trustee may consider necessary or desirable. If the Servicer
shall not have joined in such appointment within 15 days after the receipt by it
of a request to do so, or in the case a Servicer Event of Termination shall have
occurred and be continuing, the Trustee alone shall have the power to make such
appointment. No co-trustee or separate trustee hereunder shall be required to
meet the terms of eligibility as a successor trustee under Section 8.06 and no
notice to Certificateholders of the appointment of any co-trustee or separate
trustee shall be required under Section 8.08.

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

          (i) To the extent necessary to effectuate the purposes of this Section
     8.10, all rights, powers, duties and obligations conferred or imposed upon
     the Trustee, except for the obligation of the Trustee under this Agreement
     to advance funds on behalf of the Servicer, shall be conferred or imposed
     upon and exercised or performed by the Trustee and such separate trustee or
     co-trustee jointly (it being understood that such separate trustee or
     co-trustee is not authorized to act separately without the Trustee joining
     in such act), except to the extent that under any law of any jurisdiction
     in which any particular act or acts are to be performed (whether as Trustee
     hereunder or as successor to the Servicer hereunder), the Trustee shall be
     incompetent or unqualified to perform such act or acts, in which event such
     rights, powers, duties and obligations (including the holding of title to
     the applicable Trust Fund or any portion thereof in any such jurisdiction)
     shall be exercised and performed singly by such separate trustee or

          (ii) No trustee hereunder shall be held personally liable by reason of
     any act or omission of any other trustee hereunder and such appointment
     shall not, and shall not be deemed to, constitute any such separate trustee
     or co-trustee as agent of the Trustee;

          (iii) The Trustee may at any time accept the resignation of or remove
     any separate trustee or co-trustee; and

          (iv) The Servicer, and not the Trustee, shall be liable for the
     payment of reasonable compensation, reimbursement and indemnification to
     any such separate trustee or co-trustee.

          Any notice, request or other writing given to the Trustee shall be
deemed to have been given to each of the separate trustees and co-trustees, when
and as effectively as if given to each of them. Every instrument appointing any
separate trustee or co-trustee shall refer to this Agreement and the conditions
of this Article VIII. Each separate trustee and co-trustee, upon its acceptance
of the trusts conferred, shall be vested with the estates or property specified
in its instrument of appointment, either jointly with the Trustee or separately,
as may be provided therein, subject to all the provisions of this Agreement,
specifically including every provision of this Agreement relating to the conduct
of, affecting the liability of, or affording protection to, the Trustee. Every
such instrument shall be filed with the Trustee and a copy thereof given to the
Servicer and the Depositor.

          Any separate trustee or co-trustee may, at any time, constitute the
Trustee its agent or attorney-in-fact, with full power and authority, to the
extent not prohibited by law, to do any lawful act under or in respect of this
Agreement on its behalf and in its name. If any separate trustee or co-trustee
shall die, become incapable of acting, resign or be removed, all of its estates,
properties, rights, remedies and trusts shall vest in and be exercised by the
Trustee, to the extent permitted by law, without the appointment of a new or
successor trustee.

          Section 8.11. Tax Matters.

          It is intended that the assets with respect to which any REMIC
election is to be made, as set forth in the Preliminary Statement, shall
constitute, and that the conduct of matters relating to such assets shall be
such as to qualify such assets as, a "real estate mortgage investment conduit"
as defined in and in accordance with the REMIC Provisions. In furtherance of
such intention, the Trustee covenants and agrees that it shall act as agent (and
the Trustee is hereby appointed to act as agent) on behalf of such REMIC and
that in such capacity it shall: (a) prepare and file, or cause to be prepared
and filed, in a timely manner, a U.S. Real Estate Mortgage Investment Conduit
Income Tax Return (Form 1066 or any successor form adopted by the Internal
Revenue Service) and prepare and file or cause to be prepared and filed with the
Internal Revenue Service and applicable state or local tax authorities income
tax or information returns for each taxable year with respect to such REMIC,
containing such information and at the times and in the manner as may be
required by the Code or state or local tax laws, regulations, or rules, and
furnish or cause to be furnished to Certificateholders the schedules, statements
or information at such times and in such manner as may be required thereby,
including without limitation, the calculation of any original issue discount
using the Prepayment Assumption; (b) apply for an Employee Identification Number
from the Internal Revenue Service via Form SS-4 or other acceptable method for
such REMIC and within thirty days of the Closing Date, furnish or cause to be
furnished to the Internal Revenue Service, on Forms 8811 or as otherwise may be
required by the Code, the name, title, address, and telephone number of the
person that the holders of the Certificates may contact for tax information
relating thereto, together with such additional information as may be required
by such Form, and update such information at the time or times in the manner
required by the Code; (c) make or cause to be made elections that such assets be
treated as a REMIC on the federal tax return for its first taxable year (and, if
necessary, under applicable state law); (d) provide information necessary for
the computation of tax imposed on the transfer of a Residual Certificate to a
Person that is not a Permitted Transferee described in clauses (i)-(iv) of the
definition thereof, or an agent (including a broker, nominee or other middleman)
of a non-Permitted Transferee (the reasonable cost of computing and furnishing
such information may be charged to the Person liable for such tax); (e) to the
extent that they are under its control, conduct matters relating to such assets
at all times that any Certificates are outstanding so as to maintain the status
as a REMIC under the REMIC Provisions; (f) not knowingly or intentionally take
any action or omit to take any action that would cause the termination of the
REMIC status; (g) pay, from the sources specified in the last paragraph of this
Section 8.11, the amount of any federal or state tax, including prohibited
transaction taxes as described below, imposed on such REMIC prior to its
termination when and as the same shall be due and payable (but such obligation
shall not prevent the Trustee or any other appropriate Person from contesting
any such tax in appropriate proceedings and shall not prevent the Trustee from
withholding payment of such tax, if permitted by law, pending the outcome of
such proceedings); (h) ensure that federal, state or local income tax or
information returns shall be signed by the Trustee or such other person as may
be required to sign such returns by the Code or state or local laws, regulations
or rules; and (i) maintain records relating to such REMIC, including but not
limited to the income, expenses, assets and liabilities thereof and the adjusted
basis of the assets determined at such intervals as may be required by the Code,
as may be necessary to prepare the foregoing returns, schedules, statements or
information. The Holder of the largest Percentage Interest of the Class A-R
Certificates shall act as "tax matters person" for the Upper-Tier REMIC within
the meaning of Treasury Regulations Section 1.860F-4(d), and the Trustee is
hereby designated as agent of such Class A-R Certificateholder for such purpose
(or if the Trustee is not so permitted, such Holder shall be the tax matters
person in accordance with the REMIC Provisions). The Holder of the largest
Percentage Interest of the Class A-LR Certificates shall act as "tax matters
person" for the Lower-Tier REMIC within the meaning of Treasury Regulations
Section 1.860F-4(d), and the Trustee is hereby designated as agent of such Class
A-LR Certificateholder for such purpose (or if the Trustee is not so permitted,
such Holder shall be the tax matters person in accordance with the REMIC
Provisions). In such capacity, the Trustee shall, as and when necessary and
appropriate, represent the related REMIC in any administrative or judicial
proceedings relating to an examination or audit by any governmental taxing
authority, request an administrative adjustment as to any taxable year of such
REMIC, enter into settlement agreements with any governmental taxing agency,
extend any statute of limitations relating to any tax item of such REMIC, and
otherwise act on behalf of such REMIC in relation to any tax matter or
controversy involving it.

          In order to enable the Trustee to perform its duties as set forth
herein, the Depositor shall provide, or cause to be provided, to the Trustee
within ten (10) days after the Closing Date all information or data that the
Trustee requests in writing and determines to be relevant for tax purposes to
the valuations and offering prices of the Certificates, including, without
limitation, the price, yield, prepayment assumption and projected cash flows of
the Certificates and the Mortgage Loans. Thereafter, the Depositor shall provide
to the Trustee promptly upon written request therefor, any such additional
information or data that the Trustee may, from time to time, reasonably request
in order to enable the Trustee to perform its duties as set forth herein. The
Depositor hereby indemnifies the Trustee for any losses, liabilities, damages,
claims or expenses of the Trustee arising from any errors or miscalculations of
the Trustee that result from any failure of the Depositor to provide, or to
cause to be provided, accurate information or data to the Trustee on a timely
basis.

          In the event that any tax is imposed on "prohibited transactions" of
either REMIC as defined in Section 860F(a)(2) of the Code, on the "net income
from foreclosure property" of such REMIC as defined in Section 860G(c) of the
Code, on any contribution to such REMIC after the Startup Day pursuant to
Section 860G(d) of the Code, or any other tax is imposed, if not paid as
otherwise provided for herein, such tax shall be paid by (i) the Trustee, if any
such other tax arises out of or results from a breach by the Trustee of any of
its obligations under this Agreement, (ii) the Servicer, in the case of any such
minimum tax, or if such tax arises out of or results from a breach by the
Servicer or a Transferor of any of their obligations under this Agreement, (iii)
a Transferor, if any such tax arises out of or results from such Transferor's
obligation to repurchase a Mortgage Loan pursuant to Section 2.02 or 2.03 or
(iv) in all other cases, or in the event that the Trustee, the Servicer or a
Transferor fails to honor its obligations under the preceding clauses (i), (ii)
or (iii), any such tax will be paid with amounts otherwise to be distributed to
the Certificateholders, as provided in Section 3.08(b).

          Section 8.12. Periodic Filings.

          Within 15 days after each Distribution, the Trustee shall, in
accordance with industry standards, file with the Commission via the Electronic
Data Gathering and Retrieval System (EDGAR), a Form 8-K with a copy of the
Monthly Statement for such Distribution Date as an exhibit thereto. Prior to
January 30, 2002, the Trustee shall, in accordance with industry standards, file
a Form 15 Suspension Notification with respect to the Trust Fund, if applicable.
Prior to March 30, 2002, the Trustee shall file a Form 10-K, in substance
conforming to industry standards, with respect to the Trust Fund. The Depositor
hereby grants to the Trustee a limited power of attorney to execute and file
each such document on behalf of the Depositor. Such power of attorney shall
continue until either the earlier of (i) receipt by the Trustee from the
Depositor of written termination of such power of attorney and (ii) the
termination of the Trust Fund. Each of the Depositor and Servicer agrees to
promptly furnish to the Trustee, from time to time upon request, such further
information, reports, and financial statements within its control related to
this Agreement and the Mortgage Loans as the Trustee reasonably deems
appropriate to prepare and file all necessary reports with the Commission. The
Trustee shall have no responsibility to file any items other than those
specified in this section.


                                   ARTICLE IX

                                   TERMINATION

          Section 9.01. Termination upon Liquidation or Purchase of all Mortgage
Loans.

          Subject to Section 9.03, the obligations and responsibilities of the
Depositor, the Servicer and the Trustee created hereby with respect to the Trust
Fund shall terminate upon the earlier of (a) the purchase by the Servicer of all
Mortgage Loans (and REO Properties) remaining in the Trust Fund at the price
equal to the sum of (i) 100% of the Scheduled Principal Balance of each Mortgage
Loan (other than Mortgage Loans for which the related Mortgaged Property has
become REO Property) plus one month's accrued interest thereon at the applicable
Net Mortgage Rate and (ii) the lesser of (x) the appraised value of any REO
Property as determined by the higher of two appraisals completed by two
independent appraisers selected by the Servicer at the expense of the Servicer
and (y) the Scheduled Principal Balance of each Mortgage Loan related to any REO
Property plus accrued and unpaid interest thereon at the applicable Net Mortgage
Rate and (b) the later of (i) the maturity or other liquidation (or any Advance
with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and
the disposition of all REO Property and (ii) the distribution to
Certificateholders of all amounts required to be distributed to them pursuant to
this Agreement. In no event shall the trusts created hereby continue beyond the
earlier of (i) the expiration of 21 years from the death of the survivor of the
descendants of Joseph P. Kennedy, the late Ambassador of the United States to
the Court of St. James's, living on the date hereof and (ii) the Latest Possible
Maturity Date. The right to purchase all Mortgage Loans and REO Properties
pursuant to clause (a) above shall be conditioned upon the Pool Principal
Balance, at the time of any such repurchase, aggregating less than ten percent
of the aggregate Cut-off Date Principal Balance of the Mortgage Loans.

          Section 9.02. Final Distribution on the Certificates.

          If on any Determination Date, the Servicer determines that there are
no Outstanding Mortgage Loans and no other funds or assets in the Trust Fund
other than the funds in the Collection Account, the Servicer shall direct the
Trustee promptly to send a final distribution notice to each Certificateholder.
If the Servicer elects to terminate the Trust Fund pursuant to clause (a) of
Section 9.01, at least 20 days prior to the date notice is to be mailed to the
affected Certificateholders, the Servicer shall notify the Depositor and the
Trustee of the date the Servicer intends to terminate the Trust Fund and of the
applicable repurchase price of the Mortgage Loans and REO Properties.

          Notice of any termination of the Trust Fund, specifying the
Distribution Date on which Certificateholders may surrender their Certificates
for payment of the final distribution and cancellation, shall be given promptly
by the Trustee by letter to Certificateholders mailed not earlier than the 15th
day and no later than the 10th day of the month next preceding the month of such
final distribution. Any such notice shall specify (a) the Distribution Date upon
which final distribution on the Certificates will be made upon presentation and
surrender of Certificates at the office therein designated, (b) the amount of
such final distribution, (c) the location of the office or agency at which such
presentation and surrender must be made, and (d) that the Record Date otherwise
applicable to such Distribution Date is not applicable, distributions being made
only upon presentation and surrender of the Certificates at the office therein
specified. The Servicer will give such notice to each Rating Agency at the time
such notice is given to Certificateholders.

          Upon presentation and surrender of the Certificates, the Trustee shall
cause to be distributed to the Certificateholders of each Class, in the order
set forth in Section 4.02 hereof, on the final Distribution Date, in proportion
to their respective Percentage Interests, with respect to Certificateholders of
the same Class, an amount equal to (i) as to each Class of Regular Certificates,
the Certificate Principal Balance thereof plus (a) accrued interest thereon (or
on their Notional Amount, if applicable) in the case of an interest bearing
Certificate and (b) any Class PO Deferred Amounts in the case of the Class PO
Certificates, and (ii) as to the Residual Certificates, the amount, if any,
which remains on deposit in the Distribution Account (other than the amounts
retained to meet claims) after application pursuant to clause (i) above.

          In the event that any affected Certificateholders shall not surrender
Certificates for cancellation within six months after the date specified in the
above mentioned written notice, the Trustee shall give a second written notice
to the remaining Certificateholders to surrender their Certificates for
cancellation and receive the final distribution with respect thereto. If within
six months after the second notice all the applicable Certificates shall not
have been surrendered for cancellation, the Trustee may take reasonable steps,
or may appoint an agent to take reasonable steps, to contact the remaining
Certificateholders concerning surrender of their Certificates, and the cost
thereof shall be paid out of the funds and other assets which remain a part of
the Trust Fund. If within one year after the second notice all Certificates
shall not have been surrendered for cancellation, the Class A-R
Certificateholders shall be entitled to all unclaimed funds and other assets of
the Upper-Tier REMIC which remain subject hereto and the Class A-LR
Certificateholders shall be entitled to all unclaimed funds and other assets of
the Lower-Tier REMIC which remain subject hereto.

          Section 9.03. Additional Termination Requirements.

          (a) In the event the Servicer exercises its purchase option as
provided in Section 9.01, the Trust Fund shall be terminated in accordance with
the following additional requirements, unless the Trustee has been supplied with
an Opinion of Counsel, at the expense of the Servicer, to the effect that the
failure to comply with the requirements of this Section 9.03 will not (i) result
in the imposition of taxes on "prohibited transactions" on the Upper-Tier REMIC
or the Lower-Tier REMIC as defined in section 860F of the Code, or (ii) cause
either REMIC to fail to qualify as a REMIC at any time that any Certificates are
outstanding:

          (i) The notice given by the Servicer under Section 9.02 shall provide
     that such notice constitutes the adoption of a plan of complete liquidation
     of the REMICs as of the date of such notice (or, if earlier, the date on
     which the first such notice is mailed to Certificateholders). The Trustee
     shall also specify such date in a statement attached to the final tax
     return of the REMICs; and

          (ii) At or after the time of adoption of such a plan of complete
     liquidation and at or prior to the final Distribution Date, the Trustee
     shall sell all of the assets of the Trust Fund to the Transferor for cash
     at the purchase price specified in Section 9.01 and shall distribute such
     cash within 90 days of such adoption in the manner specified in Section
     9.01.


                                   ARTICLE X

                            MISCELLANEOUS PROVISIONS

          Section 10.01. Amendment.

          This Agreement may be amended from time to time by the Depositor, the
Transferors, the Servicer and the Trustee without the consent of any of the
Certificateholders (i) to cure any ambiguity or mistake, (ii) to correct any
defective provision herein or to supplement any provision herein which may be
inconsistent with any other provision herein, (iii) to add to the duties of the
Depositor, the Trustee, the Transferors or the Servicer, (iv) to add any other
provisions with respect to matters or questions arising hereunder or (v) to
modify, alter, amend, add to or rescind any of the terms or provisions contained
in this Agreement; provided that any action pursuant to clauses (iv) or (v)
above shall not, as evidenced by an Opinion of Counsel (which Opinion of Counsel
shall be an expense of the party requesting the amendment, or if the Trustee
requests the amendment, the Trust Fund), adversely affect in any material
respect the interests of any Certificateholder; provided, however, that the
amendment shall not be deemed to adversely affect in any material respect the
interests of the Certificate holders if the Person requesting the amendment
obtains a letter from each Rating Agency stating that the amendment would not
result in the downgrading or withdrawal of the respective ratings then assigned
to the Certificates; it being understood and agreed that any such letter in and
of itself will not represent a determination as to the materiality of any such
amendment and will represent a determination only as to the credit issues
affecting any such rating. The Trustee, the Depositor and the Servicer also may
at any time and from time to time amend this Agreement without the consent of
the Certificateholders to modify, eliminate or add to any of its provisions to
such extent as shall be necessary or helpful to (i) maintain the qualification
of any REMIC as a REMIC under the Code, (ii) avoid or minimize the risk of the
imposition of any tax on any REMIC pursuant to the Code that would be a claim at
any time prior to the final redemption of the Certificates or (iii) comply with
any other requirements of the Code, provided that the Trustee has been provided
an Opinion of Counsel, which opinion shall be an expense of the party requesting
such opinion but in any case shall not be an expense of the Trustee or the Trust
Fund, to the effect that such action is necessary or helpful to, as applicable,
(i) maintain such qualification, (ii) avoid or minimize the risk of the
imposition of such a tax or (iii) comply with any such requirements of the Code.

          This Agreement may also be amended from time to time by the Depositor,
the Transferors, the Servicer and the Trustee with the consent of the Holders of
a Majority in Interest of each Class of Certificates affected thereby for the
purpose of adding any provisions to or changing in any manner or eliminating any
of the provisions of this Agreement or of modifying in any manner the rights of
the Holders of Certificates; provided, however, that no such amendment shall (i)
reduce in any manner the amount of, or delay the timing of, payments required to
be distributed on any Certificate without the consent of the Holder of such
Certificate, (ii) adversely affect in any material respect the interests of the
Holders of any Class of Certificates in a manner other than as described in the
preceding clause (i), without the consent of the Holders of Certificates of such
Class evidencing, as to such Class, Percentage Interests aggregating 66% or
(iii) reduce the aforesaid percentages of Certificates the Holders of which are
required to consent to any such amendment, without the consent of the Holders of
all such Certificates then outstanding.

          Notwithstanding any contrary provision of this Agreement, the Trustee
shall not consent to any amendment to this Agreement unless it shall have first
received an Opinion of Counsel, which opinion shall not be an expense of the
Trustee or the Trust Fund, to the effect that such amendment will not cause the
imposition of any tax on any REMIC or the Certificateholders or cause any REMIC
to fail to qualify as a REMIC at any time that any Certificates are outstanding.

          Promptly after the execution of any amendment to this Agreement
requiring the consent of Certificateholders, the Trustee shall furnish written
notification of the substance or a copy of such amendment to each
Certificateholder and each Rating Agency.

          It shall not be necessary for the consent of Certificateholders under
this Section to approve the particular form of any proposed amendment, but it
shall be sufficient if such consent shall approve the substance thereof. The
manner of obtaining such consents and of evidencing the authorization of the
execution thereof by Certificateholders shall be subject to such reasonable
regulations as the Trustee may prescribe.

          Nothing in this Agreement shall require the Trustee to enter into an
amendment without receiving an Opinion of Counsel (which Opinion shall not be an
expense of the Trustee or the Trust Fund, satisfactory to the Trustee that (i)
such amendment is permitted and is not prohibited by this Agreement and that all
requirements for amending this Agreement have been complied with; and (ii)
either (A) the amendment does not adversely affect in any material respect the
interests of any Certificateholder or (B) the conclusion set forth in the
immediately preceding clause (A) is not required to be reached pursuant to this

          Section 10.02. Recordation of Agreement; Counterparts.

          This Agreement (or an abstract hereof, if acceptable to the applicable
recording office) is subject to recordation in all appropriate public offices
for real property records in all the towns or other comparable jurisdictions in
which any or all of the Mortgaged Properties are situated, and in any other
appropriate public office or elsewhere, such recordation to be effected by the
Servicer and at its expense on direction by the Trustee (acting at the written
direction of a Majority in Interest of the Certificateholders), but only upon
direction accompanied by an Opinion of Counsel to the effect that such
recordation materially and beneficially affects the interests of the
Certificateholders.

          For the purpose of facilitating the recordation of this Agreement as
herein provided and for other purposes, this Agreement may be executed
simultaneously in any number of counterparts, each of which counterparts shall
be deemed to be an original, and such counterparts shall constitute but one and
the same instrument.

          Section 10.03. Governing Law.

          THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY
THE SUBSTANTIVE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND
TO BE PERFORMED IN THE STATE OF NEW YORK AND THE OBLIGATIONS, RIGHTS AND
REMEDIES OF THE PARTIES HERETO AND THE CERTIFICATEHOLDERS SHALL BE DETERMINED IN
ACCORDANCE WITH SUCH LAWS.

          Section 10.04. Intention of Parties.

          It is the express intent of the parties hereto that the conveyance of
the Trust Fund by the Depositor to the Trustee be, and be construed as, an
absolute sale thereof to the Trustee. It is, further, not the intention of the
parties that such conveyance be deemed a pledge thereof by the Depositor to the
Trustee. However, in the event that, notwithstanding the intent of the parties,
such assets are held to be the property of the Depositor, or if for any other
reason this Agreement is held or deemed to create a security interest in such
assets, then (i) this Agreement shall be deemed to be a security agreement
within the meaning of the Uniform Commercial Code of the State of New York and
(ii) the conveyance provided for in this Agreement shall be deemed to be an
assignment and a grant by the Depositor to the Trustee, for the benefit of the
Certificateholders, of a security interest in all of the assets that constitute
the Trust Fund, whether now owned or hereafter acquired.

          The Depositor for the benefit of the Certificateholders shall, to the
extent consistent with this Agreement, take such actions as may be necessary to
ensure that, if this Agreement were deemed to create a security interest in the
Trust Fund, 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 the Agreement. The Depositor shall arrange for filing any
Uniform Commercial Code continuation statements in connection with any security
interest granted or assigned to the Trustee for the benefit of the
Certificateholder.

          Section 10.05. Notices.

          (a) The Trustee shall use its best efforts to promptly provide notice
to each Rating Agency with respect to each of the following of which it has
actual knowledge:

          1.   Any material change or amendment to this Agreement;

          2.   The occurrence of any Servicer Event of Termination that has not
               been cured;

          3.   The resignation or termination of the Servicer or the Trustee and
               the appointment of any successor;

          4.   The repurchase or substitution of Mortgage Loans pursuant to
               Section 2.03; and

          5.   The final payment to Certificateholders.

          In addition, the Trustee shall promptly furnish to each Rating Agency
copies of the following:

          1.   Each annual statement as to compliance described in Section 3.16;

          2.   Each annual independent public accountants' servicing report
               described in Section 3.17; and

          3.   Any notice of a purchase of a Mortgage Loan pursuant to Section
               2.02 or 2.03.

          (b) All directions, demands and notices hereunder shall be in writing
and shall be deemed to have been duly given when delivered to (a) in the case of
the Depositor, Mortgage Asset Securitization Transactions, Inc., 1285 Avenue of
the Americas, New York, New York 10019, Attention: General Counsel, (b) in the
case of the Servicer, Cendant Mortgage Corporation, 3000 Leadenhall Road, Mt.
Laurel, New Jersey 08054, Attention: Peter A. Thomas, Vice President, Secondary
Marketing or such other address as may be hereafter furnished to the Depositor
and the Trustee by the Servicer in writing, (c) in the case of the Trustee, the
Corporate Trust Office, or such other address as the Trustee may hereafter
furnish to the Depositor or Servicer, (d) in the case of Cendant, Cendant
Mortgage Corporation, 3000 Leadenhall Road, Mt. Laurel, New Jersey 08054,
Attention: Peter A. Thomas, Vice President, Secondary Marketing (e) in the case
of Bishop's Gate, c/o Cendant Mortgage Corporation, 3000 Leadenhall Road, Mt.
Laurel, New Jersey 08054, Attention: Peter A. Thomas, Vice President, Secondary
Marketing and (f) in the case of the Rating Agencies, the address specified
therefor in the definition corresponding to the name of such Rating Agency.
Notices to Certificateholders shall be deemed given when mailed, first class
postage prepaid, to their respective addresses appearing in the Certificate
Register.

          Section 10.06. Severability of Provisions.

          If any one or more of the covenants, agreements, provisions or terms
of this Agreement shall be for any reason whatsoever held invalid, then such
covenants, agreements, provisions or terms shall be deemed severable from the
remaining covenants, agreements, provisions or terms of this Agreement and shall
in no way affect the validity or enforceability of the other provisions of this
Agreement or of the Certificates or the rights of the Holders thereof.

          Section 10.07. Assignment.

          Notwithstanding anything to the contrary contained herein, except as
provided in Section 6.02 and this Section 10.07, this Agreement may not be
assigned by the Servicer without the prior written consent of the Trustee and
Depositor. The Servicer shall be permitted to pledge its rights as servicer
hereunder to a lender provided that no such pledge shall permit the termination
of the Servicer as Servicer unless a successor servicer meeting the requirements
of Section 6.04 and 7.02 hereunder shall have assumed the rights and obligations
of the Servicer hereunder.

          Section 10.08. Limitation on Rights of Certificateholders.

          The death or incapacity of any Certificateholder shall not operate to
terminate this Agreement or the trust created hereby, nor entitle such
Certificateholder's legal representative or heirs to claim an accounting or to
take any action or commence any proceeding in any court for a petition or
winding up of the trust created hereby, or otherwise affect the rights,
obligations and liabilities of the parties hereto or any of them.

          No Certificateholder shall have any right to vote (except as provided
herein) or in any manner otherwise control the operation and management of the
Trust Fund, or the obligations of the parties hereto, nor shall anything herein
set forth or contained in the terms of the Certificates be construed so as to
constitute the Certificateholders from time to time as partners or members of an
association; nor shall any Certificateholder be under any liability to any third
party by reason of any action taken by the parties to this Agreement pursuant to
any provision hereof.

          No Certificateholder shall have any right by virtue or by availing
itself of any provisions of this Agreement to institute any suit, action or
proceeding in equity or at law upon or under or with respect to this Agreement,
unless such Holder previously shall have given to the Trustee a written notice
of a Servicer Event of Termination and of the continuance thereof, as herein
provided, and unless the Holders of Certificates evidencing not less than 25% of
the Voting Rights evidenced by the Certificates shall also have made written
request to the Trustee to institute such action, suit or proceeding in its own
name as Trustee hereunder and shall have offered to the Trustee such reasonable
indemnity as it may require against the costs, expenses, and liabilities to be
incurred therein or thereby, and the Trustee, for 60 days after its receipt of
such notice, request and offer of indemnity shall have neglected or refused to
institute any such action, suit or proceeding; it being understood and intended,
and being expressly covenanted by each Certificateholder with every other
Certificateholder and the Trustee, that no one or more Holders of Certificates
shall have any right in any manner whatever by virtue or by availing itself or
themselves of any provisions of this Agreement to affect, disturb or prejudice
the rights of the Holders of any other of the Certificates, or to obtain or seek
to obtain priority over or preference to any other such Holder or to enforce any
right under this Agreement, except in the manner herein provided and for the
common benefit of all Certificateholders. For the protection and enforcement of
the provisions of this Section 10.08, each and every Certificateholder and the
Trustee shall be entitled to such relief as can be given either at law or in
equity.

          Section 10.09. Inspection and Audit Rights.

          The Servicer agrees that, on reasonable prior notice, it will permit
and will cause each Subservicer to permit any representative of the Depositor or
the Trustee during the Servicer's normal business hours, to examine all the
books of account, records, reports and other papers of the Servicer relating to
the Mortgage Loans, to make copies and extracts therefrom, to cause such books
to be audited by independent certified public accountants selected by the
Depositor or the Trustee and to discuss its affairs, finances and accounts
relating to the Mortgage Loans with its officers, employees and independent
public accountants (and by this provision the Servicer hereby authorizes said
accountants to discuss with such representative such affairs, finances and
accounts), all at such reasonable times and as often as may be reasonably
requested. Any out-of-pocket expense incident to the exercise by the Depositor
or the Trustee of any right under this Section 10.09 shall be borne by the party
requesting such inspection; all other such expenses shall be borne by the
Servicer or the related Subservicer.

          Section 10.10. Certificates Nonassessable and Fully Paid.

          It is the intention of the Depositor that Certificateholders shall not
be personally liable for obligations of the Trust Fund, that the interests in
the Trust Fund represented by the Certificates shall be nonassessable for any
reason whatsoever, and that the Certificates, upon due authentication thereof by
the Trustee pursuant to this Agreement, are and shall be deemed fully paid.

          Section 10.11. Non-Petition Agreement

          Each of the parties hereto covenants and agrees that it shall not,
prior to the date which is one year and one day (or if longer, the applicable
preference period then in effect) after the payment in full of all rated
obligations of Bishop's Gate Residential Mortgage Trust, acquiesce, petition or
otherwise, directly or indirectly, invoke or cause Bishop's Gate Residential
Mortgage Trust to invoke the process of any governmental authority for the
purpose of commencing or sustaining a case against Bishop's Gate Residential
Mortgage Trust under any federal or state bankruptcy, insolvency or similar law
or appointing a receiver, liquidator, assignee, trustee, custodian,
sequestrator, or other similar official of Bishop's Gate Residential Mortgage
Trust. This covenant and agreement shall be binding upon any assignee or
transferee of any of the parties hereto.

<PAGE>




          IN WITNESS WHEREOF, the Depositor, the Trustee, the Transferors and
the Servicer have caused their names to be signed hereto by their respective
officers thereunto duly authorized as of the day and year first above written.


                                       MORTGAGE ASSET SECURITIZATION
                                          TRANSACTIONS, INC.,
                                          as Depositor


                                       By:____________________________________
                                          Name:
                                          Title:


                                       WELLS FARGO BANK MINNESOTA, N.A.,
                                          as Trustee


                                       By:____________________________________
                                          Name:
                                          Title:


                                       CENDANT MORTGAGE CORPORATION,
                                          as Transferor


                                       By:____________________________________
                                          Name:
                                          Title:


                                       BISHOP'S GATE RESIDENTIAL MORTGAGE
                                          TRUST
                                          (formerly known as CENDANT
                                          RESIDENTIAL MORTGAGE TRUST),
                                          as Transferor


                                       By:____________________________________
                                          Name:
                                          Title:


                                       CENDANT MORTGAGE CORPORATION,
                                          as Servicer


                                       By:____________________________________
                                          Name:
                                          Title:

<PAGE>




STATE OF                )
                        )  ss.:
COUNTY OF               )


          On the ____ day of September, 2001 before me, a notary public in and
for said State, personally appeared _________________ known to me to be a
__________________ of Mortgage Asset Securitization Transactions, 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 such 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

<PAGE>






STATE OF                )
                        )  ss.:
COUNTY OF               )


          On the ____ day of September, 2001 before me, a notary public in and
for said State, personally appeared _________________ known to me to be a
__________________ of Wells Fargo Bank Minnesota, N.A., one of the corporations
that executed the within instrument, and also known to me to be the person who
executed it on behalf of such 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

<PAGE>




STATE OF                )
                        )  ss.:
COUNTY OF               )


          On the ____ day of September, 2001 before me, a notary public in and
for said State, personally appeared _________________ known to me to be a
__________________ of Cendant Mortgage Corporation, one of the corporations that
executed the within instrument, and also known to me to be the person who
executed it on behalf of such 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

<PAGE>




STATE OF                )
                        )  ss.:
COUNTY OF               )


          On the ____ day of September, 2001 before me, a notary public in and
for said State, personally appeared _________________ known to me to be a
__________________ of Cendant Mortgage Corporation, one of the corporations that
executed the within instrument, and also known to me to be the person who
executed it on behalf of such 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

<PAGE>




STATE OF                )
                        )  ss.:
COUNTY OF               )


          On the ____ day of September, 2001 before me, a notary public in and
for said State, personally appeared _______________ known to me to be a
_______________ of Bishop's Gate Residential Mortgage Trust, a Delaware business
trust, which executed the within instrument on behalf of such Delaware business
trust, and also known to me to be the person who executed it on behalf of such
Delaware business trust, and acknowledged to me that such Delaware business
trust executed the within instrument.

          IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.



                                       _______________________________________
                                                    Notary Public

<PAGE>




                                   SCHEDULE I

                             Mortgage Loan Schedule


<PAGE>




                      Available Upon Request From Depositor

                                 UBS Warburg LLC
                      Address: 1285 Avenue of the Americas
                            New York, New York 10019

<PAGE>




                                   SCHEDULE II

                Mortgage Asset Securitization Transactions, Inc.
                       Mortgage Pass-Through Certificates
                                  Series 2001-1

                Representations and Warranties of each Transferor
                -------------------------------------------------


          Each of Cendant Mortgage Corporation ("Cendant") and Bishop's Gate
Residential Mortgage Trust (formerly known as Cendant Residential Mortgage
Trust) ("Bishop's Gate") (each of Cendant and Bishop's Gate, a "Transferor")
hereby makes the representations and warranties set forth in this Schedule II to
the Depositor and the Trustee, as of the Closing Date, or if so specified
herein, as of the Cut-off Date. Capitalized terms used but not otherwise defined
in this Schedule II shall have the meanings ascribed thereto in the Pooling and
Servicing Agreement (the "Pooling and Servicing Agreement") relating to the
above-referenced Series, among Cendant, as transferor and servicer, Bishop's
Gate, as transferor, Mortgage Asset Securitization Transactions, Inc., as
depositor, and Wells Fargo Bank Minnesota, N.A., as trustee.

          (i) The Transferor is an entity duly organized, validly existing and
in good standing under the laws of its jurisdiction of organization, and has all
licenses necessary to carry on its business now being conducted and is licensed,
qualified and in good standing under the laws of each state where a Mortgaged
Property is located or is otherwise exempt under applicable law from such
qualification or is otherwise not required under applicable law to effect such
qualification; no demand for such qualification has been made upon the
Transferor by any state having jurisdiction and in any event the Transferor is
or will be in compliance with the laws of any such state to the extent necessary
to enforce each Mortgage Loan and with respect to Cendant, service each Mortgage
Loan in accordance with the terms of this Agreement.

          (ii) The Transferor had the full power and authority and legal right
to originate the Mortgage Loans that it originated, if any, and to acquire the
Mortgage Loans that it acquired. The Transferor has the full power and authority
to hold each Mortgage Loan, to sell each Mortgage Loan and to execute, deliver
and perform, and to enter into and consummate, all transactions contemplated by
this Agreement. The Transferor has duly authorized the execution, delivery and
performance of this Agreement, has duly executed and delivered this Agreement,
and this Agreement, assuming due authorization, execution and delivery by the
Purchaser, constitutes a legal, valid and binding obligation of the Transferor,
enforceable against it in accordance with its terms, subject to applicable
bankruptcy, reorganization, receivership, conservatorship, insolvency,
moratorium and other laws relating to or affecting creditors' rights generally
or the rights of creditors of banks and to the general principles of equity
(whether such enforceability is considered in a proceeding in equity or at law).

          (iii) The execution and delivery of this Agreement, the acquisition or
origination, as applicable, of the Mortgage Loans by the Transferor, the sale of
the Mortgage Loans, the consummation of the transactions contemplated hereby, or
the fulfillment of or compliance with the terms and conditions of this
Agreement, will not conflict with or result in a breach of any of the terms,
conditions or provisions of the Transferor's organizational documents and bylaws
or any legal restriction or any agreement or instrument to which the Transferor
is now a party or by which it is bound, or constitute a default or result in an
acceleration under any of the foregoing, or result in the violation of any law,
rule, regulation, order, judgment or decree to which the Transferor or its
property is subject, or impair the ability of the Trustee to realize on the
Mortgage Loans;

          (iv) The Transferor does not believe, nor does it have any reason or
cause to believe, that it cannot perform each and every covenant contained in
this Agreement;

          (v) Neither the Transferor nor any of its Affiliates is in material
default under any agreement, contract, instrument or indenture of any nature
whatsoever to which the Transferor or any of its Affiliates is a party or by
which it (or any of its assets) is bound, which default would have a material
adverse effect on the ability of the Transferor to perform under this Agreement,
nor, to the best of the Transferor's knowledge, has any event occurred which,
with notice, lapse of time or both, would constitute a default under any such
agreement, contract, instrument or indenture and have a material adverse effect
on the ability of the Transferor to perform its obligations under this
Agreement;

          (vi) Cendant has delivered to the Loan Seller financial statements as
to its fiscal year ended December 31, 2000. Except as has previously been
disclosed to the Loan Seller in writing: (a) such financial statements fairly
present the results of operations and changes in financial position for such
period and the financial position at the end of such period of Cendant and its
subsidiaries; and (b) such financial statements are true, correct and complete
as of their respective dates and have been prepared in accordance with generally
accepted accounting principles consistently applied throughout the periods
involved, except as set forth in the notes thereto. Bishop's Gate has delivered
to the Loan Seller financial statements dated as of December 31, 2000 (the
"Bishop's Gate Financials") and such Bishop's Gate Financials fairly present the
results of operations and changes in financials position for such period and the
financial position at the end of such period of Bishop's Gate. Except as has
previously been disclosed to the Loan Seller in writing, there has been no
change in such Bishop's Gate Financials since their date and Bishop's Gate is
not aware of any errors or omissions therein;

          (vii) There has been no change in the business, operations, financial
condition, properties or assets of the applicable Transferor since (i) in the
case of Cendant, the date of its financial statements and (ii) in the case of
Bishop's Gate, the date of delivery of the Bishop's Gate Financials, that would
have a material adverse effect on the ability of the applicable Transferor to
perform its obligations under this Agreement;

          (viii) There is no action, suit, proceeding or investigation pending
or, to the best of the Transferor's knowledge, threatened, against the
Transferor, which, either in any one instance or in the aggregate, if determined
adversely to the Transferor would adversely affect the sale of the Mortgage
Loans to the Loan Seller or the execution, delivery or enforceability of the
Cendant Mortgage Loan Purchase or this Agreement or result in any material
liability of the Transferor, or draw into question the validity of the Cendant
Mortgage Loan Purchase or this Agreement, or have a material adverse effect on
the financial condition of the Transferor;

          (ix) No consent, approval, authorization or order of any court or
governmental agency or body is required for the execution, delivery and
performance by the Transferor of or compliance by the Transferor with this
Agreement, the delivery of the Legal Documents and the Mortgage Files to the
Loan Seller, the sale of the Mortgage Loans to the Loan Seller or the
consummation of the transactions contemplated by the Cendant Mortgage Loan
Purchase or this Agreement or, if required, such approval has been obtained
prior to the Cendant Loan Sale Date;

          (x) The consummation of the transactions contemplated by the Cendant
Mortgage Loan Purchase Agreement and this Agreement are in the ordinary course
of business of the Transferor, and the transfer, assignment and conveyance of
the Mortgage Notes and the Mortgages by the Transferor pursuant to the Cendant
Mortgage Loan Purchase Agreement are not subject to the bulk transfer or any
similar statutory provisions in effect in any applicable jurisdiction;

          (xi) The Transferor has not dealt with any broker or agent or anyone
else who might to be entitled to a fee or commission in connection with this
transaction; and

          (xii) None of the Cendant Mortgage Loan Purchase Agreement or any
statement, report or other agreement, document or instrument furnished or to be
furnished pursuant to this Agreement contains or will contain any materially
untrue statement of fact or omits or will omit to state a fact necessary to make
the statements contained herein or therein not misleading.

<PAGE>




                                  SCHEDULE III

                Mortgage Asset Securitization Transactions, Inc.
                       Mortgage Pass-Through Certificates
                                  Series 2001-1

             Representations and Warranties as to the Mortgage Loans
             -------------------------------------------------------


          Each of Cendant Mortgage Corporation ("Cendant") and Bishop's Gate
Residential Mortgage Trust (formerly known as Cendant Residential Mortgage
Trust) ("Bishop's Gate") (each of Cendant and Bishop's Gate, a "Transferor")
hereby makes with respect to those Mortgage Loans sold by it to the Loan Seller
pursuant to the Cendant Mortgage Loan Purchase Agreement, the representations
and warranties set forth in this Schedule III to the Depositor and the Trustee,
as of the Closing Date, or if so specified herein, as of the Cut-off Date.
Capitalized terms used but not otherwise defined in this Schedule III shall have
the meanings ascribed thereto in the Pooling and Servicing Agreement (the
"Pooling and Servicing Agreement") relating to the above-referenced Series,
among Cendant, as transferor and servicer, Bishop's Gate, as transferor,
Mortgage Asset Securitization Transactions, Inc., as depositor, and Wells Fargo
Bank Minnesota, N.A., as trustee.

          (i) Such Mortgage Loan complies with the terms and conditions set
forth in the Cendant Mortgage Loan Purchase Agreement, and all of the
information set forth with respect thereto on the Mortgage Loan Schedule is true
and correct in all material respects;

          (ii) Those Legal Documents set forth in Schedule B of the Cendant
Mortgage Loan Purchase Agreement that were required to be delivered on or prior
to the related Cendant Loan Sale Date with respect to such Mortgage Loan have
been delivered to the Loan Seller. Those Legal Documents set forth in Schedule B
that are required to be delivered following the related Cendant Loan Sale Date
with respect to such Mortgage Loan shall have been delivered to the Loan Seller
or its designee by the time periods set forth in Schedule B. On or prior to the
Cendant Loan Sale Date, the Transferor was in possession of a Mortgage File
respecting such Mortgage Loan, except for such documents as have been previously
delivered to the Loan Seller;

          (iii) The Mortgage relating to such Mortgage Loan has been duly
recorded in the appropriate recording office, and the applicable Transferor or
Servicer is the owner of record of such Mortgage Loan and the indebtedness
evidenced by the related Mortgage Note solely for the purpose of servicing and
administering the Mortgage Loan;

          (iv) All payments required to be made up to and including the Cut-off
Date for such Mortgage Loan under the terms of the Mortgage Note have been made,
such that such Mortgage Loan is not delinquent 30 days or more on the Cut-off
Date. Unless otherwise disclosed in the Mortgage Loan Schedule, there has been
no delinquency, exclusive of any period of grace, in any payment by the
Mortgagor thereunder during the twelve months preceding the Cut-off Date;

          (v) There are no delinquent taxes, insurance premiums, assessments,
including assessments payable in future installments, or other outstanding
charges affecting the Mortgaged Property related to such Mortgage Loan;

          (vi) The terms of the Mortgage Note and the Mortgage related to such
Mortgage Loan have not been impaired, waived, altered or modified in any
material respect except that a Mortgage Loan may have been modified by a written
instrument (a copy of which is in the Mortgage File and which has been recorded,
if necessary to protect the interests of the Loan Seller and its assignees) and
the terms of which are reflected in the related Mortgage Loan Schedule;

The substance of any such waiver, alteration or modification has been approved
by the issuer of any related Primary Insurance Policy and title insurance
policy, to the extent required by the related policies.

          (vii) The Mortgage Note and the Mortgage related to such Mortgage Loan
are not subject to any right of rescission, set-off or defense, including the
defense of usury, nor will the operation of any of the terms of such Mortgage
Note and such Mortgage, or the exercise of any right thereunder, render such
Mortgage unenforceable, in whole or in part, or subject to any right of
rescission, set-off or defense, including the defense of usury and no such right
of rescission, set-off or defense has been asserted with respect thereto;

          (viii) (a) All buildings upon the Mortgaged Property related to such
Mortgage Loan are insured by an insurer acceptable to Fannie Mae or Freddie Mac
against loss by fire, hazards of extended coverage and such other hazards as are
customary in the area where such Mortgaged Property is located, pursuant to
insurance policies conforming to the requirements of either Section 5.10 or
Section 5.11 of the Cendant Mortgage Loan Purchase Agreement. If any Mortgaged
Property is in an area identified by the Federal Emergency Management Agency as
having special flood hazards and such flood insurance has been made available,
then the Servicer will cause to be maintained a flood insurance policy meeting
the requirements of the current guidelines of the Federal Insurance
Administration with a generally acceptable insurance carrier, in an amount not
less than as required pursuant to Section 5.10. All such insurance policies
(collectively, the "hazard insurance policy") contain a standard mortgagee
clause naming the originator of such Mortgage Loan, its successors and assigns,
as insured mortgagee. Such policies are the valid and binding obligations of the
insurer, and all premiums thereon due to date have been paid. The related
Mortgage obligates the Mortgagor thereunder to maintain all such insurance at
such Mortgagor's cost and expense, and on such Mortgagor's failure to do so,
authorizes the holder of such Mortgage to maintain such insurance at such
Mortgagor's cost and expense and to seek reimbursement therefor from such
Mortgagor; or (b) in the case of a condominium or unit in a planned unit
development ("PUD") project that is not covered by an individual policy, the
condominium or PUD project is covered by a "master" or "blanket" policy and
there exists and is in the Mortgage File a certificate of insurance showing that
the individual unit that secures the first mortgage is covered under such
policy. The insurance policy contains a standard mortgagee clause naming the
originator of such Mortgage Loan (and its successors and assigns) as insured
mortgagee. Such policies are the valid and binding obligations of the insurer,
and all premiums thereon have been paid. The insurance policy provides for
advance notice to the Transferor or Servicer if the policy is canceled or not
renewed, or if any other change that adversely affects the Transferor's
interests is made; the policy includes the types and amounts of coverage
provided, describes any endorsements that are part of the "master" policy and
would be acceptable pursuant to the Fannie Mae Guide. No action, inaction, or
event has occurred and no state of facts exists that has, or will result in the
exclusion from, denial of, or defense to coverage. Neither of the Transferors or
the Servicer (nor any prior originator or servicer of any of the Mortgage Loans)
nor any Mortgagor has engaged in any act or omission which has impaired or would
impair the coverage of any insurance policy, the benefits of the endorsement
provided for herein, or the validity and binding effect of either;

          (ix) All requirements of any federal, state or local law (including
usury, truth in lending, real estate settlement procedures, consumer credit
protection, equal credit opportunity or disclosure laws) applicable to the
origination and servicing of such Mortgage Loan have been complied with in all
material respects;

          (x) The Mortgage related to such Mortgage Loan has not been satisfied,
canceled or subordinated, in whole or in part, or rescinded, and the related
Mortgaged Property has not been released from the lien of such Mortgage, in
whole or in part, nor has any instrument been executed that would effect any
such release, cancellation, subordination or rescission;

          (xi) The Mortgage, related to such Mortgage Loan is a valid,
subsisting and enforceable perfected first lien on the related Mortgaged
Property, including all improvements on the related Mortgaged Property, which
Mortgaged Property is free and clear of any encumbrances and liens having
priority over the first lien of the Mortgage subject only to (a) the lien of
current real estate taxes and special assessments not yet due and payable, (b)
covenants, conditions and restrictions, rights of way, easements and other
matters of the public record as of the date of recording of such Mortgage which
are acceptable to mortgage lending institutions generally, are referred to in
the lender's title insurance policy and do not adversely affect the market value
or intended use of the related Mortgaged Property, and (c) other matters to
which like properties are commonly subject which do not individually or in the
aggregate materially interfere with the benefits of the security intended to be
provided by such Mortgage or the use, enjoyment, or market value of the related
Mortgaged Property;

          (xii) The Mortgage Note and the Mortgage related to such Mortgage Loan
are genuine and each is the legal, valid and binding obligation of the maker
thereof, enforceable in accordance with its terms, except as such enforcement
may be limited by bankruptcy, insolvency, reorganization or other similar laws
affecting the enforcement of creditors' rights generally and general equitable
principles (regardless whether such enforcement is considered in a proceeding in
equity or at law). Either the Mortgagor or the guarantor of the Mortgage Loan is
a natural person or the Mortgagor is an inter vivos trust meeting the
requirements of Fannie Mae;

          (xiii) All parties to the Mortgage Note and the Mortgage related to
such Mortgage Loan had legal capacity to enter into such Mortgage Loan and to
execute and deliver the related Mortgage Note and the related Mortgage, and the
related Mortgage Note and the related Mortgage have been duly and properly
executed by such parties;

          (xiv) Such Mortgage Loan has closed and the proceeds of such Mortgage
Loan have been fully disbursed prior to the Cendant Loan Sale Date; provided
that, with respect to any Mortgage Loan originated within the 120 days prior to
the Cendant Loan Sale Date, alterations and repairs with respect to the related
Mortgaged Property or any part thereof may have required an escrow of funds in
an amount sufficient to pay for all outstanding work within 120 days of the
origination of such Mortgage Loan, and, if so, such funds are held in escrow by,
a title company or other escrow agent. There is no obligation for the mortgagee
to advance additional funds thereunder and any and all requirements as to
completion of any on-site or off-site improvement and as to disbursements of any
escrow funds therefor have been complied with. All costs, fees and expenses
incurred in making or closing the Mortgage Loan and the recording of the
Mortgage have been paid, and the Mortgagor is not entitled to any refund of any
amounts paid or due to the mortgagee pursuant to the Mortgage Note or Mortgage;

          (xv) Immediately prior to the transfer pursuant to the Cendant
Mortgage Loan Purchase Agreement, the Mortgage Note and the Mortgage related to
such Mortgage Loan have not been assigned, pledged or otherwise transferred by
the applicable Transferor, in whole or in part, and the Transferor had good and
marketable title thereto, and the Transferor was the sole owner thereof and had
full right and authority to transfer and sell such Mortgage Loan, and
transferred such Mortgage Loan to the Loan Seller free and clear of any
encumbrance, equity, lien, pledge, charge, claim or security interest;

          (xvi) All parties that have had any interest in such Mortgage Loan,
whether as mortgagee, assignee, pledgee or otherwise, are (or, during the period
in which they held and disposed of such interest, were) in compliance with any
and all applicable "doing business" or licensing requirements of the laws of the
state wherein the related Mortgaged Property is located;

          (xvii) (a) Such Mortgage Loan is covered by an ALTA lender's title
insurance policy or short form title policy acceptable to Fannie Mae and Freddie
Mac (or, in jurisdictions where ALTA policies are not generally approved for
use, a lender's title insurance policy acceptable to Fannie Mae and Freddie
Mac), issued by a title insurer acceptable to Fannie Mae and Freddie Mac and
qualified to do business in the jurisdiction where the related Mortgaged
Property is located, insuring (subject to the exceptions contained in clauses
(xi)(a) and (b) above) the Transferor or Servicer, its successors and assigns as
to the first priority lien of the related Mortgage in the original principal
amount of such Mortgage Loan. Additionally, either such lender's title insurance
policy affirmatively insures that there is ingress and egress to and from the
Mortgaged Property or, if not, then the Transferor warrants that there is
ingress and egress to and from the Mortgaged Property and the lender's title
insurance policy affirmatively insures against encroachments by or upon the
related Mortgaged Property or any interest therein or any other adverse
circumstance that either is disclosed or would have been disclosed by an
accurate survey. The Transferor or Servicer is the sole insured of such lender's
title insurance policy, and such lender's title insurance policy is in full
force and effect and will be in full force and effect upon the consummation of
the transactions contemplated by this Agreement and will inure to the benefit of
the Trustee without any further act. No claims have been made under such
lender's title insurance policy, neither the Transferor, nor any prior holder of
the related Mortgage has done, by act or omission, anything that would impair
the coverage of such lender's insurance policy, and there is no act, omission,
condition, or information that would impair the coverage of such lender's
insurance policy; (b) the mortgagee title insurance policy covering each unit
mortgage in a condominium or PUD project related to such Mortgage Loan meets all
requirements of Fannie Mae and Freddie Mac;

          (xviii) (a) There is no default, breach, violation or event of
acceleration existing under the Mortgage, the Mortgage Note, or any other
agreements, documents, or instruments related to such Mortgage Loan; (b) there
is no event that, with the lapse of time, the giving of notice, or both, would
constitute such a default, breach, violation or event of acceleration; (c) the
Mortgagor(s) with respect to such Mortgage Loan is (1) not in default under any
other Mortgage Loan or (2) the subject of an Insolvency Proceeding; (d) no event
of acceleration has previously occurred, and no notice of default has been sent,
with respect to such Mortgage Loan; and (e) in no event has the Transferor or
the Servicer (or any prior holder or prior servicer) waived any of its rights or
remedies in respect of any default, breach, violation or event of acceleration
under the Mortgage, the Mortgage Note, or any other agreements, documents, or
instruments related to such Mortgage Loan;

          (xix) There are no mechanics' or similar liens, except such liens as
are expressly insured against by a title insurance policy, or claims that have
been filed for work, labor or material (and no rights are outstanding that under
law could give rise to such lien) affecting the related Mortgaged Property that
are or may be liens prior to, or equal or coordinate with, the lien of the
related Mortgage;

          (xx) All improvements that were considered in determining the
Appraised Value of the related Mortgaged Property lay wholly within the
boundaries and building restriction lines of such Mortgaged Property, and no
improvements on adjoining properties encroach upon such Mortgaged Property
except as permitted under the terms of the Fannie Mae Guide and the Freddie Mac
Selling Guide; no improvement located on or part of any Mortgaged Property is in
violation of any applicable zoning law or regulation, and all inspections,
licenses and certificates required to be made or issued with respect to all
occupied portions of such Mortgaged Property, and with respect to the use and
occupancy of the same, including certificates of occupancy, have been made or
obtained from the appropriate authorities;

          (xxi) Principal payments on such Mortgage Loan commenced or will
commence no more than 60 days after funds were disbursed in connection with such
Mortgage Loan;

          (xxii) Except as noted otherwise on the Mortgage Loan Schedule, the
related Mortgage contains the usual and customary "due-on-sale" clause or other
similar provision for the acceleration of the payment of the unpaid principal
balance of such Mortgage Loan if the related Mortgaged Property or any interest
therein is sold or transferred without the prior consent of the mortgagee
thereunder;

          (xxiii) Except as noted otherwise on the Mortgage Loan Schedule, such
Mortgage Loan is not subject to any prepayment penalty. If a Mortgage Loan is
subject to a prepayment penalty, no prepayment penalty has a term greater than
five years. Any such prepayment penalty is enforceable and cannot be waived by
the Transferor or Servicer without the express written consent of the Trustee;

          (xxiv) The related Mortgaged Property is free of material damage and
waste and there is no proceeding pending for the total or partial condemnation
thereof;

          (xxv) The related Mortgage contains customary and enforceable
provisions that render the rights and remedies of the holder thereof adequate
for the realization against the related Mortgaged Property of the benefits of
the security provided thereby, including, (a) in the case of a Mortgage
designated as a deed of trust, by trustee's sale, and (b) in the case of a
Mortgage, otherwise by judicial foreclosure;

          (xxvi) Such Mortgage Loan was underwritten in accordance with the
Cendant Guide (as defined in the Cendant Mortgage Loan Purchase Agreement;

          (xxvii) The Mortgage File contains an appraisal of the related
Mortgaged Property on forms and with riders approved by Fannie Mae and Freddie
Mac, signed prior to the approval of such Mortgage Loan application by an
appraiser, duly appointed by the originator of such Mortgage Loan, whose
compensation is not affected by the approval or disapproval of such Mortgage
Loan and who met the minimum qualifications of Fannie Mae and Freddie Mac for
appraisers. Each appraisal of the Mortgage Loan was made in accordance with the
relevant provisions of the Financial Institutions Reform, Recovery, and
Enforcement Act of 1989;

          (xxviii) If the related Mortgage constitutes a deed of trust, then a
trustee, duly qualified under applicable law to serve as such, has been properly
designated and currently so serves and is named in such Mortgage, and no fees or
expenses are or will become payable by the Trustee to the trustee under such
deed of trust, except in connection with a trustee's sale after default by the
related Mortgagor;

          (xxix) Except with respect to Additional Collateral Mortgage Loans, if
such Mortgage Loan had a Loan-to-Value Ratio of more than 80% at origination,
such Mortgage Loan is and will be subject to a Primary Insurance Policy issued
by a Qualified Mortgage Insurer, which insures the Transferor or Servicer, its
successors and assigns and insureds in the amount set forth on the Mortgage Loan
Schedule. All provisions of such Primary Insurance Policy have been and are
being complied with, such policy is in full force and effect, and all premiums
due thereunder have been paid. Any related Mortgage subject to any such Primary
Insurance Policy (other than a "lender-paid" Primary Insurance Policy) obligates
the Mortgagor thereunder to maintain such insurance for the time period required
by law and to pay all premiums and charges in connection therewith. No action,
inaction, or event has occurred and no state of facts exists that has, or will
result in the exclusion from, denial of, or defense to coverage. Neither of the
Transferors or the Servicer (nor any prior originator or servicer of any of the
Mortgage Loans) nor any Mortgagor has engaged in any act or omission which has
impaired or would impair the coverage of any insurance policy, the benefits of
the endorsement provided for herein, or the validity and binding effect of
either. As of the date of origination, the Loan-to-Value Ratio of such Mortgage
Loan is as specified in the applicable Mortgage Loan Schedule;

          (xxx) As of the date of origination of such Mortgage Loan, to the best
of the Transferor's knowledge, the related Mortgaged Property is lawfully
occupied under applicable law and all inspections, licenses and certificates
required to be made or issued with respect to all occupied portions of the
Mortgaged Property and, with respect to the use and occupancy of the same,
including but not limited to certificates of occupancy, have been made or
obtained from the appropriate authorities;

          (xxxi) Each Mortgage Loan either was (a) closed in the name of
Cendant, or (b) closed in the name of another entity that is either a savings
and loan association, a savings bank, a commercial bank, credit union, insurance
company or an institution which is supervised and examined by a federal or state
authority, or a mortgagee approved by the Secretary of Housing and Urban
Development pursuant to Sections 203 and 211 of the National Housing Act (a "HUD
Approved Mortgagee"), and was so at the time such Mortgage Loan was originated
(Cendant or such other entity, the "Originator") or (c) closed in the name of a
loan broker under the circumstances described in the following sentence. If such
Mortgage Loan was originated through a loan broker, such Mortgage Loan met the
Originator's underwriting criteria at the time of origination and was originated
in accordance with the Originator's policies and procedures and the Originator
acquired such Mortgage Loan from the loan broker contemporaneously with the
origination thereof and the Originator met the qualifications set forth in
either (a) or (b) above. The Mortgage Loans that Bishop's Gate sold to Loan
Seller were originated by or on behalf of Cendant and subsequently assigned to
Bishop's Gate;

          (xxxii) (Reserved);

          (xxxiii) The related Mortgagor has not requested any relief allowed to
such Mortgagor under the Soldiers' and Sailors' Civil Relief Act of 1940;

          (xxxiv) Such Mortgage Loan was closed on standard Fannie Mae or
Freddie Mac documents or on such documents otherwise acceptable to Fannie Mae or
Freddie Mac;

          (xxxv) Unless otherwise disclosed in the Mortgage Loan Schedule, no
Mortgage Loan contains provisions pursuant to which Monthly Payments are (a)
paid or partially paid with funds deposited in any separate account established
by the Transferor, the Mortgagor, or anyone on behalf of the Mortgagor, (b) paid
by any source other than the Mortgagor or (c) contains any other similar
provisions which may constitute a "buydown" provision. The Mortgage Loan is not
a graduated payment mortgage loan and the Mortgage Loan does not have a shared
appreciation or other contingent interest feature for buydown loans;

          (xxxvi) The Assignment is in recordable form and is acceptable for
recording under the laws of the jurisdiction in which the Mortgaged Property is
located;

          (xxxvii) Any principal advances made to the Mortgagor prior to the
"Cut-off Date" pursuant to the Cendant Mortgage Loan Purchase Agreement have
been consolidated with the outstanding principal amount secured by the Mortgage,
and the secured principal amount, as consolidated, bears a single interest rate
and single repayment term. The consolidated principal amount does not exceed the
original principal amount of the Mortgage Loan;

          (xxxviii) Unless otherwise disclosed in the Mortgage Loan Schedule, no
Mortgage Loan has a balloon payment feature. With respect to any Mortgage Loan
with a balloon payment feature, the Mortgage Note is payable in Monthly Payments
based on a thirty-year amortization schedule and has a final Monthly Payment
substantially greater than the preceding Monthly Payment which is sufficient to
amortize the remaining principal balance of the Mortgage Loan;

          (xxxix) If the residential dwelling on the Mortgaged Property is a
condominium unit or a unit in a planned unit development (other than a de
minimis planned unit development) such condominium or planned unit development
project meets the eligibility requirements of the Cendant Guide. Each of the
Mortgaged Properties consists of a single parcel of real property with a
single-family residence erected thereon, or a two- to four-family dwelling, or a
townhouse, or an individual condominium unit in a condominium project, or an
individual unit in a planned unit development. Any condominium unit or planned
unit development either conforms with applicable Fannie Mae or Freddie Mac
requirements regarding such dwellings or is covered by a waiver confirming that
such condominium unit or planned unit development is acceptable to Fannie Mae or
Freddie Mac or is otherwise "warrantable" with respect thereto. No such
residence is a mobile home. No portion of the Mortgaged Property is used for
commercial purposes. None of the Mortgage Loans are considered agricultural
loans. No Mortgaged Property consists of an earthen home or an underground home.
No Mortgaged Property (and no portion of a Mortgaged Property) is being used for
commercial purposes;

          (xl) No Mortgage Loan is subject to the provisions of the
Homeownership and Equity Protection Act of 1994 or any comparable state law;

          (xli) No Mortgage Loan was made in connection with (a) the
construction or rehabilitation of a Mortgaged Property or (b) facilitating the
trade-in or exchange of a Mortgaged Property;

          (xlii) The Transferor has no knowledge of any circumstances or
condition with respect to the Mortgage, the Mortgaged Property, the Mortgagor or
the Mortgagor's credit standing that can reasonably be expected to cause the
Mortgage Loan to be an unacceptable investment, cause the Mortgage Loan to
become delinquent, or adversely affect the value of the Mortgage Loan;

          (xliii) Interest on each Mortgage Loan is calculated on the basis of a
360-day year consisting of twelve 30-day months;

          (xliv) There is no pending action or proceeding directly involving any
Mortgaged Property of which the Transferor is aware in which compliance with any
environmental law, role or regulation is an issue; and to the best of the
Transferor's knowledge, nothing further remains to be done to satisfy in full
all requirements of each such law, rule or regulation constituting a
prerequisite to use and enjoyment of said property;

          (xlv) Unless otherwise disclosed in the Mortgage Loan Schedule, no
Mortgage Loan is subject to negative amortization;

          (xlvi) Any Mortgaged Property that is considered manufactured housing
shall be legally classified as real property, is permanently affixed to a
foundation and must assume the characteristics of site-built housing and must
otherwise conform to the requirements of Fannie Mae and Freddie Mac;

          (xlvii) With respect to each Mortgage Loan secured in whole or in part
by the interest of the Mortgagor as a lessee under a ground lease of a Mortgaged
Property (a "Ground Lease") the real property securing such Mortgage Loan is
located in a jurisdiction in which the use of leasehold estates for residential
properties is a widely accepted practice and:

               (a) Such Ground Lease is valid, in good standing, and in full
          force and effect;

               (b) The lessee is not in default under any provision of the
          lease;

               (c) The term of the Ground Lease exceeds the maturity date of the
          related Mortgage Loan by at least ten years;

               (d) The mortgagee under the Loan is given at least 30 days'
          notice of any default and an opportunity to cure any defaults under
          the Ground Lease or to take over the Mortgagor's rights under the
          Ground Lease;

               (e) The Ground Lease does not contain any default provisions that
          could give rise to forfeiture or termination of the Ground Lease
          except for the non-payment of the Ground Lease rents; and

               (f) The Ground Lease provides that the leasehold can be
          transferred, mortgaged and sublet an unlimited number of times either
          without restriction or on payment of a reasonable fee and delivery of
          reasonable documentation to the lessor;

          (xlviii) The Mortgagor has executed a statement to the effect that the
Mortgagor has received all disclosure materials required by applicable law with
respect to the making of fixed rate mortgage loans in the case of fixed rate
mortgage loans, and rescission material with respect to refinanced Mortgage
Loans (if applicable), and such statement is and will remain in the Mortgage
File;

          (xlix) Unless a Mortgage Loan is an Additional Collateral Mortgage
Loan, the Mortgage Note is not and has not been secured by any collateral except
the lien of the corresponding Mortgage on the Mortgaged Property and the
security interest of any applicable security agreement or chattel mortgage
referred to in (xi) above;

          (l) No misrepresentation, fraud or similar occurrence with respect to
a Mortgage Loan has taken place on the part of any Person, including without
limitation the Transferors, the Servicer, the Mortgagor, any appraiser, any
builder or developer, or any other party involved in the origination of the
Mortgage Loan or in the application of any insurance in relation to such
Mortgage Loan;

          (li) Neither the Cendant Mortgage Loan Purchase Agreement, the
Offering Materials (as defined in the Cendant Mortgage Loan Purchase Agreement)
nor any statement report or other document furnished or to be furnished pursuant
to the Cendant Mortgage Loan Purchase Agreement or in connection with the
transactions contemplated thereby contains any untrue statement of fact or omits
to state a fact necessary to make the statements contained therein not
misleading;

          (lii) No proceeds of any Mortgage Loan were used to finance
single-premium credit insurance policies; and

          (liii) The Servicer will accurately and fully report the Mortgagor
credit files for each of the Mortgage Loans to all three credit repositories in
a timely manner.

<PAGE>




                                   SCHEDULE IV

                         Form of Monthly Servicer Report
                         -------------------------------

Transaction Name: Mortgage Asset Securitization Transactions, Inc.
                  Mortgage Pass-Through Certificates, Series 2001-1

Servicer:         Cendant Mortgage Corporation

Distribution Date:

--------------------------------------------------------------------------------
GENERAL
--------------------------------------------------------------------------------
Weighted Average Gross Mortgage Rate
--------------------------------------------------------------------------------
Weighted Average Remaining Term of Loans
--------------------------------------------------------------------------------
Relief Act Reductions
--------------------------------------------------------------------------------
Service Fee Collected
--------------------------------------------------------------------------------


--------------------------------------------------------------------------------
LOAN COUNT
--------------------------------------------------------------------------------
Beginning Collateral Loan Count
--------------------------------------------------------------------------------
Number of Loan Payoffs
--------------------------------------------------------------------------------
Substitutions/Repurchases
--------------------------------------------------------------------------------
Ending Collateral Loan Count
--------------------------------------------------------------------------------


--------------------------------------------------------------------------------
SECURITY BALANCE
--------------------------------------------------------------------------------
Beginning Scheduled Collateral Balance
--------------------------------------------------------------------------------
Scheduled Principal Amount
--------------------------------------------------------------------------------
Unscheduled Principal Payments (Curtailments)
--------------------------------------------------------------------------------
Principal Prepayment Amount (payoffs)
--------------------------------------------------------------------------------
Ending Scheduled Collateral Balance
--------------------------------------------------------------------------------


--------------------------------------------------------------------------------
COLLECTION ACCOUNT
--------------------------------------------------------------------------------
Scheduled Principal & Interest Payments (Including Delinquency Advances)
--------------------------------------------------------------------------------
Principal Prepayments (Payoffs)
--------------------------------------------------------------------------------
Unscheduled Principal Payments (Curtailments &
Curtailment Adj's)
--------------------------------------------------------------------------------
Substitution Adjustment Amounts
--------------------------------------------------------------------------------
Other (Explain)
--------------------------------------------------------------------------------
Total Funds Deposited To Collection Account:
--------------------------------------------------------------------------------
Total Funds Deposited to Distribution Account:
--------------------------------------------------------------------------------
Current Month Delinquency Advance:
--------------------------------------------------------------------------------
Prior Months Delinquency Advance Outstanding:
--------------------------------------------------------------------------------


--------------------------------------------------------------------------------
REO PROPERTIES
--------------------------------------------------------------------------------
Aggregate Principal Balance of REO Properties
--------------------------------------------------------------------------------
Aggregate Market Value of REO Properties
--------------------------------------------------------------------------------
Note:  Provide Information Regarding Each REO Property That Became An REO In
The Current Month
--------------------------------------------------------------------------------


--------------------------------------------------------------------------------
DELINQUENT LOANS
--------------------------------------------------------------------------------
1 - 30 Days
--------------------------------------------------------------------------------
31 - 60 Days
--------------------------------------------------------------------------------
61 - 90 Days
--------------------------------------------------------------------------------
90+ Days
--------------------------------------------------------------------------------
Delinquency Report as of
--------------------------------------------------------------------------------
FORECLOSED LOANS
--------------------------------------------------------------------------------
1 - 30 Days
--------------------------------------------------------------------------------
31 - 60 Days
--------------------------------------------------------------------------------
61 - 90 Days
--------------------------------------------------------------------------------
90+ Days
--------------------------------------------------------------------------------

<PAGE>




                                   EXHIBIT A-1

                         (FORM OF CLASS A-1 CERTIFICATE)

            Unless this certificate is presented by an authorized representative
of The Depository Trust Company, a New York corporation ("DTC"), to Issuer or
its agent for registration of transfer, exchange, or payment, and any
certificate issued is registered in the name of Cede & Co. or in such other name
as is requested by an authorized representative of DTC (and any payment is made
to Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.

            FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").

Certificate No.:                                    A-1-1

Cut-off Date:                                       September 1, 2001

First Distribution Date:                            October 25, 2001

Pass-Through Rate:                                  6.75%

Initial Certificate Principal Balance
of this Certificate ("Denomination"):               $

Initial Certificate Principal Balances
of all Certificates of this Class:                  $57,733,000

CUSIP:                                              55265K AA 7

<PAGE>




                MORTGAGE ASSET SECURITIZATION TRANSACTIONS, INC.

                     MASTR ASSET SECURITIZATION TRUST 2001-1
                Mortgage Pass-Through Certificates, Series 2001-1

                                    Class A-1

          evidencing a percentage interest in the distributions
          allocable to the Certificates of the above-referenced Class
          with respect to a Trust Fund consisting primarily of a pool
          of conventional mortgage loans (the "Mortgage Loans")
          secured by first liens on one- to four-family residential
          properties

         Mortgage Asset Securitization Transactions, Inc., as Depositor

            Principal in respect of this Certificate is distributable monthly as
set forth herein. Accordingly, the Certificate Principal Balance at any time may
be less than the Certificate Principal Balance as set forth herein. This
Certificate does not evidence an obligation of, or an interest in, and is not
guaranteed by the Depositor, the Servicer or the Trustee referred to below or
any of their respective affiliates. Neither this Certificate nor the Mortgage
Loans are guaranteed or insured by any governmental agency or instrumentality.

            This certifies that _____________ is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
Denomination of this Certificate by the aggregate initial Class Principal
Balances of all Certificates of the Class to which this Certificate belongs) in
certain monthly distributions with respect to a Trust Fund consisting primarily
of the Mortgage Loans deposited by Mortgage Asset Securitization Transactions,
Inc. (the "Depositor"). The Trust Fund was created pursuant to a Pooling and
Servicing Agreement dated as of the Cut-off Date specified above (the
"Agreement") among the Depositor, Cendant Mortgage Corporation, as transferor
and servicer (the "Servicer"), Bishop's Gate Residential Mortgage Trust, as
transferor and Wells Fargo Bank Minnesota, N.A., as trustee (the "Trustee"). To
the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.

            Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.

            This Certificate shall not be entitled to any benefit under the
Agreement or be valid for any purpose unless manually countersigned by an
authorized signatory of the Trustee.

<PAGE>




            IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.

Dated: ____________, 200_


                                       WELLS FARGO BANK MINNESOTA, N.A.,
                                         as Trustee



                                       By:______________________________________


Countersigned:



By:_________________________________
   Authorized Signatory of
   WELLS FARGO BANK MINNESOTA, N.A.,
   as Trustee

<PAGE>




                                   EXHIBIT A-2

                         (FORM OF CLASS A-2 CERTIFICATE)

            Unless this certificate is presented by an authorized representative
of The Depository Trust Company, a New York corporation ("DTC"), to Issuer or
its agent for registration of transfer, exchange, or payment, and any
certificate issued is registered in the name of Cede & Co. or in such other name
as is requested by an authorized representative of DTC (and any payment is made
to Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.

            FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").

Certificate No.:                                    A-2-1

Cut-off Date:                                       September 1, 2001

First Distribution Date:                            October 25, 2001

Pass-Through Rate:                                  6.75%

Initial Certificate Principal Balance
of this Certificate ("Denomination"):               $

Initial Certificate Principal Balances
of all Certificates of this Class:                  $4,153,000

CUSIP:                                              55265K AB 5

<PAGE>




                MORTGAGE ASSET SECURITIZATION TRANSACTIONS, INC.

                     MASTR ASSET SECURITIZATION TRUST 2001-1
                Mortgage Pass-Through Certificates, Series 2001-1

                                    Class A-2

          evidencing a percentage interest in the distributions
          allocable to the Certificates of the above-referenced Class
          with respect to a Trust Fund consisting primarily of a pool
          of conventional mortgage loans (the "Mortgage Loans")
          secured by first liens on one- to four-family residential
          properties

         Mortgage Asset Securitization Transactions, Inc., as Depositor

            Principal in respect of this Certificate is distributable monthly as
set forth herein. Accordingly, the Certificate Principal Balance at any time may
be less than the Certificate Principal Balance as set forth herein. This
Certificate does not evidence an obligation of, or an interest in, and is not
guaranteed by the Depositor, the Servicer or the Trustee referred to below or
any of their respective affiliates. Neither this Certificate nor the Mortgage
Loans are guaranteed or insured by any governmental agency or instrumentality.

            This certifies that is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the aggregate initial Class Principal Balances of all
Certificates of the Class to which this Certificate belongs) in certain monthly
distributions with respect to a Trust Fund consisting primarily of the Mortgage
Loans deposited by Mortgage Asset Securitization Transactions, Inc. (the
"Depositor"). The Trust Fund was created pursuant to a Pooling and Servicing
Agreement dated as of the Cut-off Date specified above (the "Agreement") among
the Depositor, Cendant Mortgage Corporation, as transferor and servicer (the
"Servicer"), Bishop's Gate Residential Mortgage Trust, as transferor and Wells
Fargo Bank Minnesota, N.A., as trustee (the "Trustee"). To the extent not
defined herein, the capitalized terms used herein have the meanings assigned in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.

            Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.

            This Certificate shall not be entitled to any benefit under the
Agreement or be valid for any purpose unless manually countersigned by an
authorized signatory of the Trustee.

<PAGE>




            IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.

Dated: ____________, 200_


                                       WELLS FARGO BANK MINNESOTA, N.A.,
                                         as Trustee



                                       By:______________________________________


Countersigned:



By:_________________________________
   Authorized Signatory of
   WELLS FARGO BANK MINNESOTA, N.A.,
   as Trustee

<PAGE>




                                   EXHIBIT A-3

                         (FORM OF CLASS A-3 CERTIFICATE)

            Unless this certificate is presented by an authorized representative
of The Depository Trust Company, a New York corporation ("DTC"), to Issuer or
its agent for registration of transfer, exchange, or payment, and any
certificate issued is registered in the name of Cede & Co. or in such other name
as is requested by an authorized representative of DTC (and any payment is made
to Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.

            FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").

Certificate No.:                                    A-3-1

Cut-off Date:                                       September 1, 2001

First Distribution Date:                            October 25, 2001

Pass-Through Rate:                                  Floating in accordance with
                                                    the Agreement

Initial Certificate Principal Balance
of this Certificate ("Denomination"):

Initial Certificate Principal Balances
of all Certificates of this Class:                  $40,000,000

CUSIP:                                              55265K AC 3

<PAGE>




                MORTGAGE ASSET SECURITIZATION TRANSACTIONS, INC.

                     MASTR ASSET SECURITIZATION TRUST 2001-1
                Mortgage Pass-Through Certificates, Series 2001-1

                                    Class A-3

          evidencing a percentage interest in the distributions
          allocable to the Certificates of the above-referenced Class
          with respect to a Trust Fund consisting primarily of a pool
          of conventional mortgage loans (the "Mortgage Loans")
          secured by first liens on one- to four-family residential
          properties

         Mortgage Asset Securitization Transactions, Inc., as Depositor

            Principal in respect of this Certificate is distributable monthly as
set forth herein. Accordingly, the Certificate Principal Balance at any time may
be less than the Certificate Principal Balance as set forth herein. This
Certificate does not evidence an obligation of, or an interest in, and is not
guaranteed by the Depositor, the Servicer or the Trustee referred to below or
any of their respective affiliates. Neither this Certificate nor the Mortgage
Loans are guaranteed or insured by any governmental agency or instrumentality.

          This certifies that ______________ is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
Denomination of this Certificate by the aggregate initial Class Principal
Balances of all Certificates of the Class to which this Certificate belongs) in
certain monthly distributions with respect to a Trust Fund consisting primarily
of the Mortgage Loans deposited by Mortgage Asset Securitization Transactions,
Inc. (the "Depositor"). The Trust Fund was created pursuant to a Pooling and
Servicing Agreement dated as of the Cut-off Date specified above (the
"Agreement") among the Depositor, Cendant Mortgage Corporation, as transferor
and servicer (the "Servicer"), Bishop's Gate Residential Mortgage Trust, as
transferor and Wells Fargo Bank Minnesota, N.A., as trustee (the "Trustee"). To
the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.

            Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.

            This Certificate shall not be entitled to any benefit under the
Agreement or be valid for any purpose unless manually countersigned by an
authorized signatory of the Trustee.



<PAGE>




            IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.

Dated: ____________, 200_


                                       WELLS FARGO BANK MINNESOTA, N.A.,
                                         as Trustee



                                       By:______________________________________


Countersigned:



By:_________________________________
   Authorized Signatory of
   WELLS FARGO BANK MINNESOTA, N.A.,
   as Trustee

<PAGE>




                                   EXHIBIT A-4

                         (FORM OF CLASS A-4 CERTIFICATE)

            Unless this certificate is presented by an authorized representative
of The Depository Trust Company, a New York corporation ("DTC"), to Issuer or
its agent for registration of transfer, exchange, or payment, and any
certificate issued is registered in the name of Cede & Co. or in such other name
as is requested by an authorized representative of DTC (and any payment is made
to Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.

            FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").

            THIS CERTIFICATE HAS NO PRINCIPAL BALANCE AND IS NOT ENTITLED TO ANY
DISTRIBUTIONS IN RESPECT OF PRINCIPAL.

Certificate No.:                                    A-4-1

Cut-off Date:                                       September 1, 2001

First Distribution Date:                            October 25, 2001

Pass-Through Rate:                                  Floating in accordance with
                                                    the Agreement

Initial Notional Amount of this
Certificate ("Denomination"):                       $

Initial Notional Amount of all
Certificates of this Class:                         $40,000,000

CUSIP:                                              55265K AD 1

<PAGE>




                MORTGAGE ASSET SECURITIZATION TRANSACTIONS, INC.

                     MASTR ASSET SECURITIZATION TRUST 2001-1
                Mortgage Pass-Through Certificates, Series 2001-1

                                    Class A-4

          evidencing a percentage interest in the distributions
          allocable to the Certificates of the above-referenced Class
          with respect to a Trust Fund consisting primarily of a pool
          of conventional loans (the "Mortgage Loans") secured by
          first liens on one- to four-family residential properties

         Mortgage Asset Securitization Transactions, Inc., as Depositor

            This Certificate does not evidence an obligation of, or an interest
in, and is not guaranteed by the Depositor, the Servicer or the Trustee referred
to below or any of their respective affiliates. Neither this Certificate nor the
Mortgage Loans are guaranteed or insured by any governmental agency or
instrumentality.

          This certifies that ________________ is the registered owner of the
Percentage Interest evidenced by this Certificate specified above in certain
monthly distributions with respect to a Trust Fund consisting primarily of the
Mortgage Loans deposited by Mortgage Asset Securitization Transactions, Inc.
(the "Depositor"). The Trust Fund was created pursuant to a Pooling and
Servicing Agreement dated as of Cut-off Date specified above (the "Agreement")
among the Depositor, Cendant Mortgage Corporation, as transferor and servicer
(the "Servicer"), Bishop's Gate Residential Mortgage Trust, as transferor and
Wells Fargo Bank Minnesota, N.A., as trustee (the "Trustee"). To the extent not
defined herein, the capitalized terms used herein have the meanings assigned in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.

            Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.

            This Certificate shall not be entitled to any benefit under the
Agreement or be valid for any purpose unless manually countersigned by an
authorized signatory of the Trustee.

<PAGE>




            IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.

Dated: ____________, 200_


                                       WELLS FARGO BANK MINNESOTA, N.A.,
                                         as Trustee



                                       By:______________________________________


Countersigned:



By:_________________________________
   Authorized Signatory of
   WELLS FARGO BANK MINNESOTA, N.A.,
   as Trustee

<PAGE>




                                  EXHIBIT A-5

                         (FORM OF CLASS A-5 CERTIFICATE)

            Unless this certificate is presented by an authorized representative
of The Depository Trust Company, a New York corporation ("DTC"), to Issuer or
its agent for registration of transfer, exchange, or payment, and any
certificate issued is registered in the name of Cede & Co. or in such other name
as is requested by an authorized representative of DTC (and any payment is made
to Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.

            FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").

Certificate No.:                                    A-5-1

Cut-off Date:                                       September 1, 2001

First Distribution Date:                            October 25, 2001

Pass-Through Rate:                                  6.75%

Initial Certificate Principal Balance
of this Certificate ("Denomination"):               $43,200,000

Initial Certificate Principal Balances
of all Certificates of this Class:                  $

CUSIP:                                              55265K AE 9

<PAGE>




                MORTGAGE ASSET SECURITIZATION TRANSACTIONS, INC.

                     MASTR ASSET SECURITIZATION TRUST 2001-1
                Mortgage Pass-Through Certificates, Series 2001-1

                                    Class A-5

          evidencing a percentage interest in the distributions
          allocable to the Certificates of the above-referenced Class
          with respect to a Trust Fund consisting primarily of a pool
          of conventional mortgage loans (the "Mortgage Loans")
          secured by first liens on one- to four-family residential
          properties

         Mortgage Asset Securitization Transactions, Inc., as Depositor

            Principal in respect of this Certificate is distributable monthly as
set forth herein. Accordingly, the Certificate Principal Balance at any time may
be less than the Certificate Principal Balance as set forth herein. This
Certificate does not evidence an obligation of, or an interest in, and is not
guaranteed by the Depositor, the Servicer or the Trustee referred to below or
any of their respective affiliates. Neither this Certificate nor the Mortgage
Loans are guaranteed or insured by any governmental agency or instrumentality.

          This certifies that ________________ is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
Denomination of this Certificate by the aggregate initial Class Principal
Balances of all Certificates of the Class to which this Certificate belongs) in
certain monthly distributions with respect to a Trust Fund consisting primarily
of the Mortgage Loans deposited by Mortgage Asset Securitization Transactions,
Inc. (the "Depositor"). The Trust Fund was created pursuant to a Pooling and
Servicing Agreement dated as of the Cut-off Date specified above (the
"Agreement") among the Depositor, Cendant Mortgage Corporation, as transferor
and servicer (the "Servicer"), Bishop's Gate Residential Mortgage Trust, as
transferor and Wells Fargo Bank Minnesota, N.A., as trustee (the "Trustee"). To
the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.

            Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.

            This Certificate shall not be entitled to any benefit under the
Agreement or be valid for any purpose unless manually countersigned by an
authorized signatory of the Trustee.

<PAGE>




            IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.

Dated: ____________, 200_


                                       WELLS FARGO BANK MINNESOTA, N.A.,
                                         as Trustee



                                       By:______________________________________


Countersigned:



By:_________________________________
   Authorized Signatory of
   WELLS FARGO BANK MINNESOTA, N.A.,
   as Trustee

<PAGE>




                                   EXHIBIT A-6

                         (FORM OF CLASS A-6 CERTIFICATE)

            Unless this certificate is presented by an authorized representative
of The Depository Trust Company, a New York corporation ("DTC"), to Issuer or
its agent for registration of transfer, exchange, or payment, and any
certificate issued is registered in the name of Cede & Co. or in such other name
as is requested by an authorized representative of DTC (and any payment is made
to Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.

            FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").

Certificate No.:                                    A-6-1

Cut-off Date:                                       September 1, 2001

First Distribution Date:                            October 25, 2001

Pass-Through Rate:                                  6.00%

Initial Certificate Principal Balance
of this Certificate ("Denomination"):               $

Initial Certificate Principal Balances
of all Certificates of this Class:                  $66,667,000

CUSIP:                                              55265K AF 6

<PAGE>




                MORTGAGE ASSET SECURITIZATION TRANSACTIONS, INC.

                     MASTR ASSET SECURITIZATION TRUST 2001-1
                Mortgage Pass-Through Certificates, Series 2001-1

                                    Class A-6

          evidencing a percentage interest in the distributions
          allocable to the Certificates of the above-referenced Class
          with respect to a Trust Fund consisting primarily of a pool
          of conventional mortgage loans (the "Mortgage Loans")
          secured by first liens on one- to four-family residential
          properties

         Mortgage Asset Securitization Transactions, Inc., as Depositor

            Principal in respect of this Certificate is distributable monthly as
set forth herein. Accordingly, the Certificate Principal Balance at any time may
be less than the Certificate Principal Balance as set forth herein. This
Certificate does not evidence an obligation of, or an interest in, and is not
guaranteed by the Depositor, the Servicer or the Trustee referred to below or
any of their respective affiliates. Neither this Certificate nor the Mortgage
Loans are guaranteed or insured by any governmental agency or instrumentality.

          This certifies that ________________ is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
Denomination of this Certificate by the aggregate initial Class Principal
Balances of all Certificates of the Class to which this Certificate belongs) in
certain monthly distributions with respect to a Trust Fund consisting primarily
of the Mortgage Loans deposited by Mortgage Asset Securitization Transactions,
Inc. (the "Depositor"). The Trust Fund was created pursuant to a Pooling and
Servicing Agreement dated as of the Cut-off Date specified above (the
"Agreement") among the Depositor, Cendant Mortgage Corporation, as transferor
and servicer (the "Servicer"), Bishop's Gate Residential Mortgage Trust, as
transferor and Wells Fargo Bank Minnesota, N.A., as trustee (the "Trustee"). To
the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.

            Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.

            This Certificate shall not be entitled to any benefit under the
Agreement or be valid for any purpose unless manually countersigned by an
authorized signatory of the Trustee.

<PAGE>




            IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.

Dated: ____________, 200_


                                       WELLS FARGO BANK MINNESOTA, N.A.,
                                         as Trustee



                                       By:______________________________________


Countersigned:



By:_________________________________
   Authorized Signatory of
   WELLS FARGO BANK MINNESOTA, N.A.,
   as Trustee

<PAGE>




                                   EXHIBIT A-7

                              (FORM OF CLASS A-7 CERTIFICATE)

            Unless this certificate is presented by an authorized representative
of The Depository Trust Company, a New York corporation ("DTC"), to Issuer or
its agent for registration of transfer, exchange, or payment, and any
certificate issued is registered in the name of Cede & Co. or in such other name
as is requested by an authorized representative of DTC (and any payment is made
to Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.

            FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").

Certificate No.:                                    A-7-1

Cut-off Date:                                       September 1, 2001

First Distribution Date:                            October 25, 2001

Pass-Through Rate:                                  6.75%

Initial Certificate Principal Balance
of this Certificate ("Denomination"):               $

Initial Certificate Principal Balances
of all Certificates of this Class:                  $10,000,000

CUSIP:                                              55265K AG 4

<PAGE>




                MORTGAGE ASSET SECURITIZATION TRANSACTIONS, INC.

                     MASTR ASSET SECURITIZATION TRUST 2001-1
                Mortgage Pass-Through Certificates, Series 2001-1

                                    Class A-7

          evidencing a percentage interest in the distributions
          allocable to the Certificates of the above-referenced Class
          with respect to a Trust Fund consisting primarily of a pool
          of conventional mortgage loans (the "Mortgage Loans")
          secured by first liens on one- to four-family residential
          properties

         Mortgage Asset Securitization Transactions, Inc., as Depositor

            Principal in respect of this Certificate is distributable monthly as
set forth herein. Accordingly, the Certificate Principal Balance at any time may
be less than the Certificate Principal Balance as set forth herein. This
Certificate does not evidence an obligation of, or an interest in, and is not
guaranteed by the Depositor, the Servicer or the Trustee referred to below or
any of their respective affiliates. Neither this Certificate nor the Mortgage
Loans are guaranteed or insured by any governmental agency or instrumentality.

          This certifies that ________________ is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
Denomination of this Certificate by the aggregate initial Class Principal
Balances of all Certificates of the Class to which this Certificate belongs) in
certain monthly distributions with respect to a Trust Fund consisting primarily
of the Mortgage Loans deposited by Mortgage Asset Securitization Transactions,
Inc. (the "Depositor"). The Trust Fund was created pursuant to a Pooling and
Servicing Agreement dated as of the Cut-off Date specified above (the
"Agreement") among the Depositor, Cendant Mortgage Corporation, as transferor
and servicer (the "Servicer"), Bishop's Gate Residential Mortgage Trust, as
transferor and Wells Fargo Bank Minnesota, N.A., as trustee (the "Trustee"). To
the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.

            Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.

            This Certificate shall not be entitled to any benefit under the
Agreement or be valid for any purpose unless manually countersigned by an
authorized signatory of the Trustee.

<PAGE>




            IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.

Dated: ____________, 200_


                                       WELLS FARGO BANK MINNESOTA, N.A.,
                                         as Trustee



                                       By:______________________________________


Countersigned:



By:_________________________________
   Authorized Signatory of
   WELLS FARGO BANK MINNESOTA, N.A.,
   as Trustee

<PAGE>




                                   EXHIBIT A-8

                         (FORM OF CLASS A-8 CERTIFICATE)

            Unless this certificate is presented by an authorized representative
of The Depository Trust Company, a New York corporation ("DTC"), to Issuer or
its agent for registration of transfer, exchange, or payment, and any
certificate issued is registered in the name of Cede & Co. or in such other name
as is requested by an authorized representative of DTC (and any payment is made
to Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.

            FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").

            UNTIL THE CLASS A-8 ACCRETION TERMINATION DATE, THE INTEREST THAT
ACCRUES ON THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL NOT BE
PAYABLE. BECAUSE SUCH UNPAID INTEREST IS ADDED TO THE CERTIFICATE PRINCIPAL
BALANCE OF THIS CERTIFICATE AND BECAUSE DISTRIBUTIONS IN REDUCTION OF THE
CERTIFICATE PRINCIPAL BALANCE WILL BE MADE IN THE MANNER DESCRIBED IN THE
AGREEMENT (AS DEFINED HEREIN), THE OUTSTANDING PRINCIPAL BALANCE OF THIS
CERTIFICATE AT ANY TIME MAY BE MORE OR LESS THAN THE INITIAL CERTIFICATE
PRINCIPAL BALANCE REPRESENTED HEREBY.

Certificate No.:                                    A-8-1

Cut-off Date:                                       September 1, 2001

First Distribution Date:                            October 25, 2001

Pass-Through Rate:                                  6.75%

Initial Certificate Principal Balance
of this Certificate ("Denomination"):               $

Initial Certificate Principal Balances
of all Certificates of this Class:                  $9,044,000

CUSIP:                                              55265K AH 2

<PAGE>




                MORTGAGE ASSET SECURITIZATION TRANSACTIONS, INC.

                     MASTR ASSET SECURITIZATION TRUST 2001-1
                Mortgage Pass-Through Certificates, Series 2001-1

                                    Class A-8

          evidencing a percentage interest in the distributions
          allocable to the Certificates of the above-referenced Class
          with respect to a Trust Fund consisting primarily of a pool
          of conventional mortgage loans (the "Mortgage Loans")
          secured by first liens on one- to four-family residential
          properties

         Mortgage Asset Securitization Transactions, Inc., as Depositor

            Prior to the Class A-8 Accretion Termination Date, no distribution
of interest on this Certificate will be made. Prior to the Class A-8 Accretion
Termination Date, interest otherwise available for distribution on this
Certificate will be added to the Certificate Principal Balance of the Class A-8
Certificates on each Distribution Date. Principal in respect of this Certificate
is distributable monthly as set forth herein. Accordingly, the Certificate
Principal Balance at any time may be less than the Certificate Principal Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicer or the Trustee
referred to below or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.

          This certifies that ________________ is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
Denomination of this Certificate by the aggregate initial Class Principal
Balances of all Certificates of the Class to which this Certificate belongs) in
certain monthly distributions with respect to a Trust Fund consisting primarily
of the Mortgage Loans deposited by Mortgage Asset Securitization Transactions,
Inc. (the "Depositor"). The Trust Fund was created pursuant to a Pooling and
Servicing Agreement dated as of the Cut-off Date specified above (the
"Agreement") among the Depositor, Cendant Mortgage Corporation, as transferor
and servicer (the "Servicer"), Bishop's Gate Residential Mortgage Trust, as
transferor and Wells Fargo Bank Minnesota, N.A., as trustee (the "Trustee"). To
the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.

            Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.

            This Certificate shall not be entitled to any benefit under the
Agreement or be valid for any purpose unless manually countersigned by an
authorized signatory of the Trustee.

<PAGE>




            IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.

Dated: ____________, 200_


                                       WELLS FARGO BANK MINNESOTA, N.A.,
                                         as Trustee



                                       By:______________________________________


Countersigned:



By:_________________________________
   Authorized Signatory of
   WELLS FARGO BANK MINNESOTA, N.A.,
   as Trustee

<PAGE>



                                   EXHIBIT A-X

                         (FORM OF CLASS A-X CERTIFICATE)

            Unless this certificate is presented by an authorized representative
of The Depository Trust Company, a New York corporation ("DTC"), to Issuer or
its agent for registration of transfer, exchange, or payment, and any
certificate issued is registered in the name of Cede & Co. or in such other name
as is requested by an authorized representative of DTC (and any payment is made
to Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.

            FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").

            THIS CERTIFICATE HAS NO PRINCIPAL BALANCE AND IS NOT ENTITLED TO ANY
DISTRIBUTIONS IN RESPECT OF PRINCIPAL.

Certificate No.:                                    A-X-1

Cut-off Date:                                       September 1, 2001

First Distribution Date:                            October 25, 2001

Pass-Through Rate:                                  Floating in accordance with
                                                    the Agreement

Initial Notional Amount of this
Certificate ("Denomination"):                       $

Initial Notional Amount of all
Certificates of this Class:                         $216,440,623

CUSIP:                                              55265K AL 3

<PAGE>




                MORTGAGE ASSET SECURITIZATION TRANSACTIONS, INC.

                     MASTR ASSET SECURITIZATION TRUST 2001-1
                Mortgage Pass-Through Certificates, Series 2001-1

                                    Class A-X

          evidencing a percentage interest in the distributions
          allocable to the Certificates of the above-referenced Class
          with respect to a Trust Fund consisting primarily of a pool
          of conventional loans (the "Mortgage Loans") secured by
          first liens on one- to four-family residential properties

         Mortgage Asset Securitization Transactions, Inc., as Depositor

            This Certificate does not evidence an obligation of, or an interest
in, and is not guaranteed by the Depositor, the Servicer or the Trustee referred
to below or any of their respective affiliates. Neither this Certificate nor the
Mortgage Loans are guaranteed or insured by any governmental agency or
instrumentality.

          This certifies that ________________ is the registered owner of the
Percentage Interest evidenced by this Certificate specified above in certain
monthly distributions with respect to a Trust Fund consisting primarily of the
Mortgage Loans deposited by Mortgage Asset Securitization Transactions, Inc.
(the "Depositor"). The Trust Fund was created pursuant to a Pooling and
Servicing Agreement dated as of Cut-off Date specified above (the "Agreement")
among the Depositor, Cendant Mortgage Corporation, as transferor and servicer
(the "Servicer"), Bishop's Gate Residential Mortgage Trust, as transferor and
Wells Fargo Bank Minnesota, N.A., as trustee (the "Trustee"). To the extent not
defined herein, the capitalized terms used herein have the meanings assigned in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.

            Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.

            This Certificate shall not be entitled to any benefit under the
Agreement or be valid for any purpose unless manually countersigned by an
authorized signatory of the Trustee.

<PAGE>




            IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.

Dated: ____________, 200_


                                       WELLS FARGO BANK MINNESOTA, N.A.,
                                         as Trustee



                                       By:______________________________________


Countersigned:



By:_________________________________
   Authorized Signatory of
   WELLS FARGO BANK MINNESOTA, N.A.,
   as Trustee

<PAGE>



                                   EXHIBIT A-R

                         (FORM OF CLASS A-R CERTIFICATE)

            FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
"RESIDUAL INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE "CODE").

            NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED
UNLESS THE PROPOSED TRANSFEREE DELIVERS TO THE TRUSTEE A TRANSFER AFFIDAVIT IN
ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.

            NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED
UNLESS THE TRANSFEREE DELIVERS TO THE TRUSTEE EITHER A REPRESENTATION LETTER TO
THE EFFECT THAT SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN SUBJECT TO TITLE
I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, OR A PLAN
SUBJECT TO SECTION 4975 OF THE CODE, OR A PLAN SUBJECT TO ANY FEDERAL, STATE OR
LOCAL LAW ("SIMILAR LAW") MATERIALLY SIMILAR TO THE FOREGOING PROVISIONS OF
ERISA OR THE CODE. NOTWITHSTANDING ANYTHING ELSE TO THE CONTRARY HEREIN, ANY
PURPORTED TRANSFER OF THIS CERTIFICATE TO OR ON BEHALF OF AN EMPLOYEE BENEFIT
PLAN SUBJECT TO ERISA, THE CODE OR SIMILAR LAW SHALL BE VOID AND OF NO EFFECT.

Certificate No.:                                    A-R-1

Cut-off Date:                                       September 1, 2001

First Distribution Date:                            October 25, 2001

Pass-Through Rate:                                  6.75%

Initial Certificate Principal Balance
of this Certificate ("Denomination"):               $50

Initial Certificate Principal Balances
of all Certificates of this Class:                  $50

CUSIP:                                              55265K AK 5

<PAGE>




                MORTGAGE ASSET SECURITIZATION TRANSACTIONS, INC.

                     MASTR ASSET SECURITIZATION TRUST 2001-1

                Mortgage Pass-Through Certificates, Series 2001-1
      evidencing the distributions allocable to the Class A-R Certificates
         with respect to a Trust Fund consisting primarily of a pool of
              conventional loans (the "Mortgage Loans") secured by
            first liens on one- to four-family residential properties

         Mortgage Asset Securitization Transactions, Inc., as Depositor

            Principal in respect of this Certificate is distributable monthly as
set forth herein. Accordingly, the Certificate Principal Balance at any time may
be less than the Certificate Principal Balance as set forth herein. This
Certificate does not evidence an obligation of, or an interest in, and is not
guaranteed by the Depositor, the Servicer, or the Trustee referred to below or
any of their respective affiliates. Neither this Certificate nor the Mortgage
Loans are guaranteed or insured by any governmental agency or instrumentality.

          This certifies that ________________ is the registered owner of the
Percentage Interest (obtained by dividing the Denomination of this Certificate
by the aggregate initial Class Principal Balances of all Certificates of the
Class to which this Certificate belongs) in certain monthly distributions with
respect to a Trust Fund consisting of the Mortgage Loans deposited by Mortgage
Asset Securitization Transactions, Inc. (the "Depositor"). The Trust Fund was
created pursuant to a Pooling and Servicing Agreement dated as of the Cut-off
Date specified above (the "Agreement") among the Depositor, Cendant Mortgage
Corporation, as transferor and servicer (the "Servicer"), Bishop's Gate
Residential Mortgage Trust, as transferor and Wells Fargo Bank Minnesota, N.A.,
as trustee (the "Trustee"). To the extent not defined herein, the capitalized
terms used herein have the meanings assigned in the Agreement. This Certificate
is issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.

            Any distribution of the proceeds of any remaining assets of the
Trust Fund will be made only upon presentment and surrender of this Class A-R
Certificate at the Corporate Trust Office of the Trustee.

            No transfer of a Class A-R Certificate shall be made unless the
Trustee shall have received a representation letter from the transferee of such
Certificate, acceptable to and in form and substance satisfactory to the
Trustee, to the effect that such transferee is not an employee benefit plan
subject to Section 406 of ERISA, Section 4975 of the Code or Similar Law, nor a
person acting on behalf of any such plan, which representation letter shall not
be an expense of the Trustee or the Servicer. Notwithstanding anything else to
the contrary herein any purported transfer of a Class A-R Certificate to or on
behalf of an employee benefit plan subject to ERISA, the Code or Similar Law
shall be void and of no effect.

            Each Holder of this Class A-R Certificate will be deemed to have
agreed to be bound by the restrictions of the Agreement, including but not
limited to the restrictions that (i) each person holding or acquiring any
Ownership Interest in this Class A-R Certificate must be a Permitted Transferee,
(ii) no Ownership Interest in this Class A-R Certificate may be transferred
without delivery to the Trustee of (a) a transfer affidavit of the proposed
transferee and (b) a transfer certificate of the transferor, each of such
documents to be in the form described in the Agreement, (iii) each person
holding or acquiring any Ownership Interest in this Class A-R Certificate must
agree to require a transfer affidavit and to deliver a transfer certificate to
the Trustee as required pursuant to the Agreement, (iv) each person holding or
acquiring an Ownership Interest in this Class A-R Certificate must agree not to
transfer an Ownership Interest in this Class A-R Certificate if it has actual
knowledge that the proposed transferee is not a Permitted Transferee and (v) any
attempted or purported transfer of any Ownership Interest in this Class A-R
Certificate in violation of such restrictions will be absolutely null and void
and will vest no rights in the purported transferee.

            Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.

            This Certificate shall not be entitled to any benefit under the
Agreement or be valid for any purpose unless manually countersigned by an
authorized signatory of the Trustee.

<PAGE>




            IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.

Dated: ____________, 200_


                                       WELLS FARGO BANK MINNESOTA, N.A.,
                                         as Trustee



                                       By:______________________________________


Countersigned:



By:_________________________________
   Authorized Signatory of
   WELLS FARGO BANK MINNESOTA, N.A.,
   as Trustee

<PAGE>




                                  EXHIBIT A-LR

                        (FORM OF CLASS A-LR CERTIFICATE)

            FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
"RESIDUAL INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE "CODE").

            NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED
UNLESS THE PROPOSED TRANSFEREE DELIVERS TO THE TRUSTEE A TRANSFER AFFIDAVIT IN
ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.

            NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED
UNLESS THE TRANSFEREE DELIVERS TO THE TRUSTEE EITHER A REPRESENTATION LETTER TO
THE EFFECT THAT SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN SUBJECT TO TITLE
I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, OR A PLAN
SUBJECT TO SECTION 4975 OF THE CODE, OR A PLAN SUBJECT TO ANY FEDERAL, STATE OR
LOCAL LAW ("SIMILAR LAW") MATERIALLY SIMILAR TO THE FOREGOING PROVISIONS OF
ERISA OR THE CODE. NOTWITHSTANDING ANYTHING ELSE TO THE CONTRARY HEREIN, ANY
PURPORTED TRANSFER OF THIS CERTIFICATE TO OR ON BEHALF OF AN EMPLOYEE BENEFIT
PLAN SUBJECT TO ERISA, THE CODE OR SIMILAR LAW SHALL BE VOID AND OF NO EFFECT.

Certificate No.:                                    A-LR-1

Cut-off Date:                                       September 1, 2001

First Distribution Date:                            October 25, 2001

Pass-Through Rate:                                  6.75

Initial Certificate Principal Balance
of this Certificate ("Denomination"):               $50

Initial Certificate Principal Balances
of all Certificates of this Class:                  $50

CUSIP:                                              55265K AQ 2

<PAGE>




                MORTGAGE ASSET SECURITIZATION TRANSACTIONS, INC.

                     MASTR ASSET SECURITIZATION TRUST 2001-1

                Mortgage Pass-Through Certificates, Series 2001-1
     evidencing the distributions allocable to the Class A-LR Certificates
         with respect to a Trust Fund consisting primarily of a pool of
              conventional loans (the "Mortgage Loans") secured by
           first liens on one- to four-family residential properties

         Mortgage Asset Securitization Transactions, Inc., as Depositor

            Principal in respect of this Certificate is distributable monthly as
set forth herein. Accordingly, the Certificate Principal Balance at any time may
be less than the Certificate Principal Balance as set forth herein. This
Certificate does not evidence an obligation of, or an interest in, and is not
guaranteed by the Depositor, the Servicer, or the Trustee referred to below or
any of their respective affiliates. Neither this Certificate nor the Mortgage
Loans are guaranteed or insured by any governmental agency or instrumentality.

          This certifies that ________________ is the registered owner of the
Percentage Interest (obtained by dividing the Denomination of this Certificate
by the aggregate initial Class Principal Balances of all Certificates of the
Class to which this Certificate belongs) in certain monthly distributions with
respect to a Trust Fund consisting of the Mortgage Loans deposited by Mortgage
Asset Securitization Transactions, Inc. (the "Depositor"). The Trust Fund was
created pursuant to a Pooling and Servicing Agreement dated as of the Cut-off
Date specified above (the "Agreement") among the Depositor, Cendant Mortgage
Corporation, as transferor and servicer (the "Servicer"), Bishop's Gate
Residential Mortgage Trust, as transferor and Wells Fargo Bank Minnesota, N.A.,
as trustee (the "Trustee"). To the extent not defined herein, the capitalized
terms used herein have the meanings assigned in the Agreement. This Certificate
is issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.

            Any distribution of the proceeds of any remaining assets of the
Trust Fund will be made only upon presentment and surrender of this Class A-LR
Certificate at the Corporate Trust Office of the Trustee.

            No transfer of a Class A-LR Certificate shall be made unless the
Trustee shall have received a representation letter from the transferee of such
Certificate, acceptable to and in form and substance satisfactory to the
Trustee, to the effect that such transferee is not an employee benefit plan
subject to Section 406 of ERISA, Section 4975 of the Code or Similar Law, nor a
person acting on behalf of any such plan, which representation letter shall not
be an expense of the Trustee or the Servicer. Notwithstanding anything else to
the contrary herein any purported transfer of a Class A-R Certificate to or on
behalf of an employee benefit plan subject to ERISA, the Code or Similar Law
shall be void and of no effect.

            Each Holder of this Class A-LR Certificate will be deemed to have
agreed to be bound by the restrictions of the Agreement, including but not
limited to the restrictions that (i) each person holding or acquiring any
Ownership Interest in this Class A-LR Certificate must be a Permitted
Transferee, (ii) no Ownership Interest in this Class A-LR Certificate may be
transferred without delivery to the Trustee of (a) a transfer affidavit of the
proposed transferee and (b) a transfer certificate of the transferor, each of
such documents to be in the form described in the Agreement, (iii) each person
holding or acquiring any Ownership Interest in this Class A-LR Certificate must
agree to require a transfer affidavit and to deliver a transfer certificate to
the Trustee as required pursuant to the Agreement, (iv) each person holding or
acquiring an Ownership Interest in this Class A-LR Certificate must agree not to
transfer an Ownership Interest in this Class A-LR Certificate if it has actual
knowledge that the proposed transferee is not a Permitted Transferee and (v) any
attempted or purported transfer of any Ownership Interest in this Class A-LR
Certificate in violation of such restrictions will be absolutely null and void
and will vest no rights in the purported transferee.

            Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.

            This Certificate shall not be entitled to any benefit under the
Agreement or be valid for any purpose unless manually countersigned by an
authorized signatory of the Trustee.

<PAGE>




            IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.

Dated: ____________, 200_


                                       WELLS FARGO BANK MINNESOTA, N.A.,
                                         as Trustee



                                       By:______________________________________


Countersigned:



By:_________________________________
   Authorized Signatory of
   WELLS FARGO BANK MINNESOTA, N.A.,
   as Trustee

<PAGE>




                                  EXHIBIT A-PO

                         (FORM OF CLASS PO CERTIFICATE)

            Unless this certificate is presented by an authorized representative
of The Depository Trust Company, a New York corporation ("DTC"), to Issuer or
its agent for registration of transfer, exchange, or payment, and any
certificate issued is registered in the name of Cede & Co. or in such other name
as is requested by an authorized representative of DTC (and any payment is made
to Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.

            FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").

            THIS CERTIFICATE IS A PRINCIPAL ONLY CERTIFICATE AND IS NOT ENTITLED
TO ANY DISTRIBUTIONS IN RESPECT OF INTEREST.

Certificate No.:                                    PO-1

Cut-off Date:                                       September 1, 2001

First Distribution Date:                            October 25, 2001

Initial Certificate Principal Balance
of this Certificate ("Denomination"):               $

Initial Certificate Principal Balances
of all Certificates of this Class:                  $662,451

CUSIP:                                              55265K AJ 8

<PAGE>




                MORTGAGE ASSET SECURITIZATION TRANSACTIONS, INC.

                     MASTR ASSET SECURITIZATION TRUST 2001-1
                Mortgage Pass-Through Certificates, Series 2001-1

                                    Class PO

          evidencing a percentage interest in the distributions
          allocable to the Certificates of the above-referenced Class
          with respect to a Trust Fund consisting primarily of a pool
          of conventional mortgage loans (the "Mortgage Loans")
          secured by first liens on one- to four-family residential
          properties

         Mortgage Asset Securitization Transactions, Inc., as Depositor

            Principal in respect of this Certificate is distributable monthly as
set forth herein. Accordingly, the Certificate Principal Balance at any time may
be less than the Certificate Principal Balance as set forth herein. This
Certificate does not evidence an obligation of, or an interest in, and is not
guaranteed by the Depositor, the Servicer or the Trustee referred to below or
any of their respective affiliates. Neither this Certificate nor the Mortgage
Loans are guaranteed or insured by any governmental agency or instrumentality.

          This certifies that ________________ is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
Denomination of this Certificate by the aggregate initial Class Principal
Balances of all Certificates of the Class to which this Certificate belongs) in
certain monthly distributions with respect to a Trust Fund consisting primarily
of the Mortgage Loans deposited by Mortgage Asset Securitization Transactions,
Inc. (the "Depositor"). The Trust Fund was created pursuant to a Pooling and
Servicing Agreement dated as of the Cut-off Date specified above (the
"Agreement") among the Depositor, Cendant Mortgage Corporation, as transferor
and servicer (the "Servicer"), Bishop's Gate Residential Mortgage Trust, as
transferor and Wells Fargo Bank Minnesota, N.A., as trustee (the "Trustee"). To
the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.

            Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.

            This Certificate shall not be entitled to any benefit under the
Agreement or be valid for any purpose unless manually countersigned by an
authorized signatory of the Trustee.

<PAGE>




            IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.

Dated: ____________, 200_


                                       WELLS FARGO BANK MINNESOTA, N.A.,
                                         as Trustee



                                       By:______________________________________


Countersigned:



By:_________________________________
   Authorized Signatory of
   WELLS FARGO BANK MINNESOTA, N.A.,
   as Trustee

<PAGE>




                                    EXHIBIT B

                      (FORM OF B-1, B-2 OR B-3 CERTIFICATE)

            Unless this certificate is presented by an authorized representative
of The Depository Trust Company, a New York corporation ("DTC"), to Issuer or
its agent for registration of transfer, exchange, or payment, and any
certificate issued is registered in the name of Cede & Co. or in such other name
as is requested by an authorized representative of DTC (and any payment is made
to Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.

            FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").

            THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN
CERTIFICATES AS DESCRIBED IN THE AGREEMENT REFERRED TO HEREIN.

Certificate No.:

Cut-off Date:                                       September 1, 2001

First Distribution Date:                            October 25, 2001

Pass-Through Rate:                                  6.75%

Initial Certificate Principal Balance
of this Certificate ("Denomination"):               $

Initial Certificate Principal Balances
of all Certificates of this Class:                  $

CUSIP:

<PAGE>




                MORTGAGE ASSET SECURITIZATION TRANSACTIONS, INC.

                     MASTR ASSET SECURITIZATION TRUST 2001-1
                Mortgage Pass-Through Certificates, Series 2001-1

                                    Class ( )

          evidencing a percentage interest in the distributions
          allocable to the Certificates of the above-referenced Class
          with respect to a Trust Fund consisting primarily of a pool
          of conventional loans (the "Mortgage Loans") secured by
          first liens on one- to four-family residential properties

         Mortgage Asset Securitization Transactions, Inc., as Depositor

            Principal in respect of this Certificate is distributable monthly as
set forth herein. Accordingly, the Certificate Principal Balance at any time may
be less than the Certificate Principal Balance as set forth herein. This
Certificate does not evidence an obligation of, or an interest in, and is not
guaranteed by the Depositor, the Servicer, or the Trustee referred to below or
any of their respective affiliates. Neither this Certificate nor the Mortgage
Loans are guaranteed or insured by any governmental agency or instrumentality.

          This certifies that ________________ is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
Denomination of this Certificate by the aggregate initial Class Principal
Balances of all Certificates of the Class to which this Certificate belongs) in
certain monthly distributions with respect to a Trust Fund consisting primarily
of the Mortgage Loans deposited by Mortgage Asset Securitization Transactions,
Inc. (the "Depositor"). The Trust Fund was created pursuant to a Pooling and
Servicing Agreement dated as of the Cut-off Date specified above (the
"Agreement") among the Depositor, Cendant Mortgage Corporation, as transferor
and servicer (the "Servicer"), Bishop's Gate Residential Mortgage Trust, as
transferor and Wells Fargo Bank Minnesota, N.A., as trustee (the "Trustee"). To
the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.

            Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.

            This Certificate shall not be entitled to any benefit under the
Agreement or be valid for any purpose unless manually countersigned by an
authorized signatory of the Trustee.

<PAGE>




            IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.

Dated: ____________, 200_


                                       WELLS FARGO BANK MINNESOTA, N.A.,
                                         as Trustee



                                       By:______________________________________


Countersigned:



By:_________________________________
   Authorized Signatory of
   WELLS FARGO BANK MINNESOTA, N.A.,
   as Trustee

<PAGE>




                                    EXHIBIT C

                          (FORM OF PRIVATE CERTIFICATE)

            FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").

            THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN
CERTIFICATES AS DESCRIBED IN THE AGREEMENT REFERRED TO HEREIN.

            THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "ACT"). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT
REGISTRATION THEREOF UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED
FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH THE
PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.

            THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT
TO OFFER, SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH
ALL APPLICABLE STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION
STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE ACT, (B) FOR SO LONG AS
THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE ACT
("RULE 144A"), TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A "QUALIFIED
INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A, (C) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN
THE MEANING OF RULE 501 (A)(1), (2), (3) OR (7) OF REGULATION D UNDER THE ACT IN
A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS UNDER THE ACT, OR (D)
PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF
THE ACT, SUBJECT IN EACH OF THE FOREGOING CASES TO THE COMPLETION AND DELIVERY
BY THE TRANSFEROR TO THE TRUSTEE OF A CERTIFICATE OF TRANSFER IN THE FORM
APPEARING ON THE LAST PAGE OF THIS CERTIFICATE.

            NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED
UNLESS THE TRANSFEREE REPRESENTS TO THE TRUSTEE THAT SUCH TRANSFEREE IS NOT AN
EMPLOYEE BENEFIT PLAN SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED, OR A PLAN SUBJECT TO SECTION 4975 OF THE CODE,
OR A PLAN SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW ("SIMILAR LAW") MATERIALLY
SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE, OR DELIVERS TO THE
TRUSTEE A REPRESENTATION LETTER OR AN OPINION OF COUNSEL IN ACCORDANCE WITH THE
PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN. (SUCH REPRESENTATION SHALL BE
DEEMED TO HAVE BEEN MADE TO THE TRUSTEE BY THE TRANSFEREE'S ACCEPTANCE OF A
CERTIFICATE OF THIS CLASS AND BY A BENEFICIAL OWNER'S ACCEPTANCE OF ITS INTEREST
IN A CERTIFICATE OF THIS CLASS.) NOTWITHSTANDING ANYTHING ELSE TO THE CONTRARY
HEREIN, ANY PURPORTED TRANSFER OF THIS CERTIFICATE TO OR ON BEHALF OF AN
EMPLOYEE BENEFIT PLAN SUBJECT TO ERISA, THE CODE OR SIMILAR LAW WITHOUT THE
OPINION OF COUNSEL SATISFACTORY TO THE TRUSTEE AS DESCRIBED ABOVE SHALL BE VOID
AND OF NO EFFECT.

Certificate No.:

Cut-off Date:                                       September 1, 2001

First Distribution Date:                            October 25, 2001

Pass-Through Rate:                                  6.75%

Initial Certificate Principal Balance
of this Certificate ("Denomination"):               $

Initial Certificate Principal Balances
of all Certificates of this Class:                  $

CUSIP:

<PAGE>




                MORTGAGE ASSET SECURITIZATION TRANSACTIONS, INC.

                     MASTR ASSET SECURITIZATION TRUST 2001-1
                Mortgage Pass-Through Certificates, Series 2001-1

                                    Class ( )

          evidencing a percentage interest in the distributions
          allocable to the Certificates of the above-referenced Class
          with respect to a Trust Fund consisting primarily of a pool
          of conventional loans (the "Mortgage Loans") secured by
          first liens on one- to four-family residential properties

         Mortgage Asset Securitization Transactions, Inc., as Depositor

            Principal in respect of this Certificate is distributable monthly as
set forth herein. Accordingly, the Certificate Principal Balance at any time may
be less than the Certificate Principal Balance as set forth herein. This
Certificate does not evidence an obligation of, or an interest in, and is not
guaranteed by the Depositor, the Servicer, or the Trustee referred to below or
any of their respective affiliates. Neither this Certificate nor the Mortgage
Loans are guaranteed or insured by any governmental agency or instrumentality.

          This certifies that ________________ is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
Denomination of this Certificate by the aggregate initial Class Principal
Balances of all Certificates of the Class to which this Certificate belongs) in
certain monthly distributions with respect to a Trust Fund consisting primarily
of the Mortgage Loans deposited by Mortgage Asset Securitization Transactions,
Inc. (the "Depositor"). The Trust Fund was created pursuant to a Pooling and
Servicing Agreement dated as of the Cut-off Date specified above (the
"Agreement") among the Depositor, Cendant Mortgage Corporation, as transferor
and servicer (the "Servicer"), Bishop's Gate Residential Mortgage Trust, as
transferor and Wells Fargo Bank Minnesota, N.A., as trustee (the "Trustee"). To
the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.

            No transfer of a Certificate of this Class shall be made unless such
transfer is made pursuant to an effective registration statement under the
Securities Act and any applicable state securities laws or is exempt from the
registration requirements under said Act and such laws. In the event that a
transfer is to be made in reliance upon an exemption from the Securities Act and
such laws, in order to assure compliance with the Securities Act and such laws,
the Certificateholder desiring to effect such transfer and such
Certificateholder's prospective transferee shall each certify to the Trustee in
writing the facts surrounding the transfer. In the event that such a transfer is
to be made within three years from the date of the initial issuance of
Certificates pursuant hereto, there shall also be delivered (except in the case
of a transfer pursuant to Rule 144A of the Securities Act) to the Trustee an
Opinion of Counsel that such transfer may be made pursuant to an exemption from
the Securities Act and such state securities laws, which Opinion of Counsel
shall not be obtained at the expense of the Trustee, the Servicer, or the
Depositor. The Holder hereof desiring to effect such transfer shall, and does
hereby agree to, indemnify the Trustee and the Depositor against any liability
that may result if the transfer is not so exempt or is not made in accordance
with such federal and state laws.

            No transfer of a Certificate of this Class shall be made unless the
Trustee shall have received either (i) a representation (letter) from the
transferee of such Certificate, acceptable to and in form and substance
satisfactory to the Trustee, to the effect that such transferee is not an
employee benefit plan subject to Title I of ERISA, Section 4975 of the Code, or
a plan subject to any federal, state or local law ("Similar Law") materially
similar to the foregoing provisions of ERISA or the Code, nor a person acting on
behalf of any such plan, which representation letter shall not be an expense of
the Trustee or the Servicer, (ii) if the purchaser is an insurance company, a
representation that the purchaser is an insurance company which is purchasing
such Certificates with funds contained in an "insurance company general account"
(as such term is defined in Section V(e) of Prohibited Transaction Class
Exemption 95-60 ("PTCE 95-60")) and that the purchase and holding of such
Certificates are covered under Sections I and III of PTCE 95-60, or (iii) in the
case of any such Certificate presented for registration in the name of an
employee benefit plan subject to ERISA, Section 4975 of the Code or Similar Law
(or comparable provisions of any subsequent enactments), or a trustee of any
such plan or any other person acting on behalf of any such plan, an Opinion of
Counsel satisfactory to the Trustee and the Servicer to the effect that the
purchase or holding of such Certificate will not result in the assets of the
Trust Fund being deemed to be "plan assets" and subject to the prohibited
transaction provisions of ERISA and the Code or similar provisions of Similar
Law and will not subject the Trustee to any obligation in addition to those
undertaken in the Agreement, which Opinion of Counsel shall not be an expense of
the Trustee or the Servicer. (Such representation shall be deemed to have been
made to the Trustee by the Transferee's acceptance of a Certificate of this
Class and by a beneficial owner's acceptance of its interest in a Certificate of
this Class.) Notwithstanding anything else to the contrary herein, any purported
transfer of a Certificate of this Class to or on behalf of an employee benefit
plan subject to ERISA, the Code or Similar Law without the opinion of counsel
satisfactory to the Trustee as described above shall be void and of no effect.

            Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.

            This Certificate shall not be entitled to any benefit under the
Agreement or be valid for any purpose unless manually countersigned by an
authorized signatory of the Trustee.

<PAGE>




            IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.

Dated: ____________, 200_


                                       WELLS FARGO BANK MINNESOTA, N.A.,
                                         as Trustee



                                       By:______________________________________


Countersigned:



By:_________________________________
   Authorized Signatory of
   WELLS FARGO BANK MINNESOTA, N.A.,
   as Trustee

<PAGE>




                                    EXHIBIT D

                                   (RESERVED)

<PAGE>




                                    EXHIBIT E

                        (Form of Reverse of Certificates)

                MORTGAGE ASSET SECURITIZATION TRANSACTIONS, INC.

                     MASTR ASSET SECURITIZATION TRUST 2001-1

                Mortgage Pass-Through Certificates, Series 2001-1

            This Certificate is one of a duly authorized issue of Certificates
designated as Mortgage Asset Securitization Transactions, Inc. MASTR Asset
Securitization Trust 2001-1, Mortgage Pass-Through Certificates, of the Series
specified on the face hereof (herein collectively called the "Certificates"),
and representing a beneficial ownership interest in the Trust Fund created by
the Agreement.

            The Certificateholder, by its acceptance of this Certificate, agrees
that it will look solely to the funds on deposit in the Distribution Account for
payment hereunder and that the Trustee is not liable to the Certificateholders
for any amount payable under this Certificate or the Agreement or, except as
expressly provided in the Agreement, subject to any liability under the
Agreement.

            This Certificate does not purport to summarize the Agreement and
reference is made to the Agreement for the interests, rights and limitations of
rights, benefits, obligations and duties evidenced thereby, and the rights,
duties and immunities of the Trustee.

            Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified on the face hereof, to the Person in whose
name this Certificate is registered at the close of business on the applicable
Record Date in an amount equal to the product of the Percentage Interest
evidenced by this Certificate and the amount required to be distributed to
Holders of Certificates of the Class to which this Certificate belongs on such
Distribution Date pursuant to the Agreement. The Record Date applicable to each
Distribution Date is the last Business Day of the month next preceding the month
of such Distribution Date.

            Distributions on this Certificate shall be made by wire transfer of
immediately available funds to the account of the Holder hereof at a bank or
other entity having appropriate facilities therefor, if such Certificateholder
shall have so notified the Trustee in writing at least five Business Days prior
to the related Record Date and such Certificateholder shall satisfy the
conditions to receive such form of payment set forth in the Agreement, or, if
not, by check mailed by first class mail to the address of such
Certificateholder appearing in the Certificate Register. The final distribution
on each Certificate will be made in like manner, but only upon presentment and
surrender of such Certificate at the Office of the Trustee or such other
location specified in the notice to Certificateholders of such final
distribution.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Trustee and the rights of the Certificateholders under the Agreement at any time
by the Transferors, the Depositor, the Servicer and the Trustee with the consent
of the Holders of Certificates affected by such amendment evidencing the
requisite Percentage Interest, as provided in the Agreement. Any such consent by
the Holder of this Certificate shall be conclusive and binding on such Holder
and upon all future Holders of this Certificate and of any Certificate issued
upon the transfer hereof or in exchange therefor or in lieu hereof whether or
not notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain limited circumstances, without the
consent of the Holders of any of the Certificates.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register of the Trustee upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Trustee,
accompanied by a written instrument of transfer in form satisfactory to the
Trustee and the Certificate Registrar duly executed by the holder hereof or such
holder's attorney duly authorized in writing, and thereupon one or more new
Certificates of the same Class in authorized denominations and evidencing the
same aggregate Percentage Interest in the Trust Fund will be issued to the
designated transferee or transferees.

            The Certificates are issuable only as registered Certificates
without coupons in denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, Certificates are
exchangeable for new Certificates of the same Class in authorized denominations
and evidencing the same aggregate Percentage Interest, as requested by the
Holder surrendering the same.

            No service charge will be made for any such registration of transfer
or exchange, but the Trustee may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.

            The Depositor, the Servicer, and the Trustee and any agent of the
Depositor, the Servicer or the Trustee may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and neither the
Depositor, the Servicer, the Trustee, nor any such agent shall be affected by
any notice to the contrary.

            On any Distribution Date on which the Pool Principal Balance is less
than 10% of the aggregate Cut-off Date Principal Balances of the Mortgage Loans,
the Servicer will have the option to repurchase, in whole, from the Trust Fund
all remaining Mortgage Loans and all property acquired in respect of the
Mortgage Loans at a purchase price determined as provided in the Agreement. In
the event that no such optional termination occurs, the obligations and
responsibilities created by the Agreement will terminate upon the later of the
maturity or other liquidation (or any advance with respect thereto) of the last
Mortgage Loan remaining in the Trust Fund or the disposition of all property in
respect thereof and the distribution to Certificateholders of all amounts
required to be distributed pursuant to the Agreement. In no event, however, will
the trust created by the Agreement continue beyond the expiration of 21 years
from the death of the last survivor of the descendants living at the date of the
Agreement of a certain person named in the Agreement.

            Any term used herein that is defined in the Agreement shall have the
meaning assigned in the Agreement, and nothing herein shall be deemed
inconsistent with that meaning.

<PAGE>




                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
     (Please print or typewrite name and address including postal zip code of
assignee) the Percentage Interest evidenced by the within Certificate and hereby
authorizes the transfer of registration of such Percentage Interest to assignee
on the Certificate Register of the Trust Fund.

            I (We) further direct the Trustee to issue a new Certificate of a
like denomination and Class, to the above named assignee and deliver such
Certificate to the following address:

Dated:



                                           _____________________________________
                                           Signature by or on behalf of assignor



                            DISTRIBUTION INSTRUCTIONS

            The assignee should include the following for purposes of
distribution:

            Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________________________
________________________________________________________________________________
________________________________________________________________________________
for the account of ___________________________________________________________,
account number ______________, or, if mailed by check, to _____________________.
Statements should be mailed to ________________________________________________
________________________________________________________________________________
_______________________________________________________________________________.

            This information is provided by, ___________________________________
the assignee named above, or __________________________________________________,
as its agent.

<PAGE>




STATE OF                )
                        )  ss.:
COUNTY OF               )


            On the day of _______, 200_ before me, a notary public in and for
said State, personally appeared ___________________________________, known to me
who, being by me duly sworn, did depose and say that he executed the foregoing
instrument.



                                              __________________________________
                                                           Notary Public



                   [Notarial Seal]

<PAGE>




                                    EXHIBIT F

                    FORM OF INITIAL CERTIFICATION OF TRUSTEE

                                     [date]


Mortgage Asset Securitization Transactions, Inc.
1285 Avenue of the Americas
New York, NY 10019

     Re:  Pooling and Servicing Agreement among , Mortgage Asset Securitization
          Transactions, Inc. as Depositor, Cendant Mortgage Corporation, as
          transferor and servicer, Bishop's Gate Residential Mortgage Trust, as
          transferor and Wells Fargo Bank Minnesota, N.A., as trustee, MASTR
          Asset Securitization Trust 2001-1, Mortgage Pass-Through Certificates,
          Series 2001-1

Gentlemen:

            In accordance with Section 2.02 of the above-captioned Pooling and
Servicing Agreement (the "Pooling and Servicing Agreement"), the undersigned, as
Trustee, hereby certifies that, as to each Mortgage Loan listed in the Mortgage
Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan
listed on the attached schedule) it has received:

            (i) (a) the original Mortgage Note or (b) with respect to any Lost
Mortgage Note, a lost note affidavit from the Depositor stating that the
original Mortgage Note was lost or destroyed; and

            (ii) a duly executed assignment of the Mortgage (which may be
included in a blanket assignment or assignments).

            Based on its review and examination and only as to the foregoing
documents, such documents appear regular on their face and related to such
Mortgage Loan.

            The Trustee has made no independent examination of any documents
contained in each Mortgage File beyond the review specifically required in the
Pooling and Servicing Agreement. The Trustee makes no representations as to: (i)
the validity, legality, sufficiency, enforceability or genuineness of any of the
documents contained in each Mortgage File of any of the Mortgage Loans
identified on the Mortgage Loan Schedule, or (ii) the collectability,
insurability, effectiveness or suitability of any such Mortgage Loan.

            Capitalized words and phrases used herein shall have the respective
meanings assigned to them in the Pooling and Servicing Agreement.


                                       WELLS FARGO BANK MINNESOTA, N.A.,
                                         as Trustee



                                       By:______________________________________
                                          Name:
                                          Title:

<PAGE>




                                    EXHIBIT G

                     FORM OF FINAL CERTIFICATION OF TRUSTEE

                                     [date]


Mortgage Asset Securitization Transactions, Inc.
1285 Avenue of the Americas
New York, NY 10019

     Re:  Pooling and Servicing Agreement among , Mortgage Asset Securitization
          Transactions, Inc. as Depositor, Cendant Mortgage Corporation, as
          transferor and servicer, Bishop's Gate Residential Mortgage Trust, as
          transferor and Wells Fargo Bank Minnesota, N.A., as trustee, MASTR
          Asset Securitization Trust 2001-1, Mortgage Pass-Through Certificates,
          Series 2001-1

Gentlemen:

            In accordance with Section 2.02 of the above-captioned Pooling and
Servicing Agreement (the "Pooling and Servicing Agreement"), the undersigned, as
Trustee, hereby certifies that as to each Mortgage Loan listed in the Mortgage
Loan Schedule (other than any Mortgage Loan paid in full or listed on the
attached Document Exception Report) it has received:

            (i) the original Mortgage Note endorsed in the form provided in
Section 2.01(c) of the Pooling and Servicing Agreement, with all intervening
endorsements showing a complete chain of endorsement from the transferor to the
Depositor.

            (ii) The original recorded Mortgage.

            (iii) A duly executed assignment of the Mortgage in the form
provided in Section 2.01(c) of the Pooling and Servicing Agreement, or, if the
Depositor has certified or the Trustee otherwise knows that the related Mortgage
has not been returned from the applicable recording office, a copy of the
assignment of the Mortgage (excluding information to be provided by the
recording office).

            (iv) The original or duplicate original recorded assignment or
assignments of the Mortgage showing a complete chain of assignment from the
originator to the Depositor.

            (v) The original or duplicate original lender's title policy and all
riders thereto or, any one of an original title binder, an original preliminary
title report or an original title commitment, or a copy thereof certified by the
title company.

            Based on its review and examination and only as to the foregoing
documents, (a) such documents appear regular on their face and related to such
Mortgage Loan, and (b) the information set forth in items (1), (2), (3), (4),
(9), (16), and (21) of the definition of the "Mortgage Loan Schedule" in Section
1.01 of the Pooling and Servicing Agreement accurately reflects information set
forth in the Mortgage File.

            The Trustee has made no independent examination of any documents
contained in each Mortgage File beyond the review specifically required in the
Pooling and Servicing Agreement. The Trustee makes no representations as to: (i)
the validity, legality, sufficiency, enforceability or genuineness of any of the
documents contained in each Mortgage File of any of the Mortgage Loans
identified on the Mortgage Loan Schedule, or (ii) the collectability,
insurability, effectiveness or suitability of any such Mortgage Loan.

            Capitalized words and phrases used herein shall have the respective
meanings assigned to them in the Pooling and Servicing Agreement.


                                       WELLS FARGO BANK MINNESOTA, N.A.,
                                         as Trustee



                                       By:______________________________________
                                          Name:
                                          Title:

<PAGE>




                                    EXHIBIT H

                  FORM OF CLASS [A-R] [A-LR] TRANSFER AFFIDAVIT

                     MASTR ASSET SECURITIZATION TRUST 2001-1

                Mortgage Asset Securitization Transactions, Inc.
                       Mortgage Pass-Through Certificates
                                  Series 2001-1



STATE OF                )
                        )  ss.:
COUNTY OF               )


            The undersigned, being first duly sworn, deposes and says as
follows:

            1. The undersigned is an officer of _______, the proposed Transferee
of an Ownership Interest in a Class [A-R] [A-LR] Certificate (the "Certificate")
issued pursuant to the Pooling and Servicing Agreement, (the "Agreement"),
relating to the above-referenced Series, by and among Mortgage Asset
Securitization Transactions, Inc., as depositor (the "Depositor"), Cendant
Mortgage Corporation, as transferor and servicer, and Wells Fargo Bank
Minnesota, N.A., as trustee. Capitalized terms used, but not defined herein or
in Exhibit 1 hereto, shall have the meanings ascribed to such terms in the
Agreement. The Transferee has authorized the undersigned to make this affidavit
on behalf of the Transferee.

            2. The Transferee is, as of the date hereof, and will be, as of the
date of the Transfer, a Permitted Transferee. The Transferee is acquiring its
Ownership Interest in the Certificate either (i) for its own account or (ii) as
nominee, trustee or agent for another Person and has attached hereto an
affidavit from such Person in substantially the same form as this affidavit. The
Transferee has no knowledge that any such affidavit is false.

            3. The Transferee has been advised of, and understands that (i) a
tax will be imposed on Transfers of the Certificate to Persons that are not
Permitted Transferees; (ii) such tax will be imposed on the transferor, or, if
such Transfer is through an agent (which includes a broker, nominee or
middleman) for a Person that is not a Permitted Transferee, on the agent; and
(iii) the Person otherwise liable for the tax shall be relieved of liability for
the tax if the subsequent Transferee furnished to such Person an affidavit that
such subsequent Transferee is a Permitted Transferee and, at the time of
Transfer, such Person does not have actual knowledge that the affidavit is
false.

            4. The Transferee has been advised of, and understands that a tax
will be imposed on a "pass-through entity" holding the Certificate if at any
time during the taxable year of the pass-through entity a Person that is not a
Permitted Transferee is the record holder of an interest in such entity. The
Transferee understands that such tax will not be imposed for any period with
respect to which the record holder furnishes to the pass-through entity an
affidavit that such record holder is a Permitted Transferee and the pass-through
entity does not have actual knowledge that such affidavit is false; provided,
that a pass-through entity which is an "electing large partnership" under the
Code will be subject to tax in all events. (For this purpose, a "pass-through
entity" includes a regulated investment company, a real estate investment trust
or common trust fund, a partnership, trust or estate, and certain cooperatives
and, except as may be provided in Treasury Regulations, persons holding
interests in pass-through entities as a nominee for another Person.) The
Transferee further understands that it may incur tax liabilities with respect to
the holding of the Certificate in excess of cash flows generated thereby.

            5. The Transferee has reviewed the provisions of Section 5.02(c) of
the Agreement (attached hereto as Exhibit 2 and incorporated herein by
reference) and understands the legal consequences of the acquisition of an
Ownership Interest in the Certificate including, without limitation, the
restrictions on subsequent Transfers and the provisions regarding voiding the
Transfer and mandatory sales. The Transferee expressly agrees to be bound by and
to abide by the provisions of Section 5.02(c) of the Agreement and the
restrictions noted on the face of the Certificate. The Transferee understands
and agrees that any breach of any of the representations included herein shall
render the Transfer to the Transferee contemplated hereby null and void.

            6. The Transferee agrees to require a Transfer Affidavit from any
Person to whom the Transferee attempts to Transfer its Ownership Interest in the
Certificate, and in connection with any Transfer by a Person for whom the
Transferee is acting as nominee, trustee or agent, and the Transferee will not
Transfer its Ownership Interest or cause any Ownership Interest to be
Transferred to any Person that the Transferee knows is not a Permitted
Transferee. In connection with any such Transfer by the Transferee, the
Transferee agrees to deliver to the Trustee a certificate substantially in the
form set forth as Exhibit I to the Agreement (a "Transferor Certificate") to the
effect that such Transferee has no actual knowledge that the Person to which the
Transfer is to be made is not a Permitted Transferee.

            7. The Transferee does not have the intention to impede the
assessment or collection of any tax legally required to be paid with respect to
the Certificate. The Transferee historically has paid its debts as they have
become due and intends to do so in the future.

            8. The Transferee's taxpayer identification number is __________.

            9. The Transferee is a U.S. Person as defined in Code Section
7701(a)(30).

            10. The Transferee is aware that the Certificate may be a
"noneconomic residual interest" within the meaning of proposed Treasury
regulations promulgated pursuant to the Code and that the transferor of a
noneconomic residual interest will remain liable for any taxes due with respect
to the income on such residual interest, unless no significant purpose of the
transfer was to impede the assessment or collection of tax.

            11. *[The Transferee has computed any consideration paid to it to
acquire the Class [A-R] [A-LR] Certificate in accordance with proposed U.S.
Treasury Regulations Sections 1.860E-1(a)(4)(iii) and 1.860E-1(c)(5) (or, after
they have been finalized, the final regulations) by computing present values
using a discount rate equal to the applicable Federal rate prescribed by Section
1274(d) of the Code, compounded semi-annually.]

            [The Transferee has computed any consideration paid to it to acquire
the Class [A-R] [A-LR] Certificate in accordance with proposed U.S. Treasury
Regulations Sections 1.860E-1(a)(4)(iii) and 1.860E-1(c)(5) (or, after they have
been finalized, the final regulations) by computing present values using a
discount rate at least equal to the rate at which the Transferee regularly
borrows, in the ordinary course of its trade or business, substantial funds from
unrelated third parties. The Transferee has provided all information necessary
to demonstrate to the transferor that it regularly borrows at such rate.]

            [The transfer of the Class [A-R] [A-LR] Certificate complies with
Section 6 of Revenue Procedure 2001-12 (the "Revenue Procedure"), 2001-3 I.R.B.
335 (January 16, 2001) (or comparable provisions of applicable final U.S.
Treasury Regulations) and, accordingly,

            (i)   the Transferee is an "eligible corporation," as defined in
                  Section 860L(a)(2) of the Code, as to which income from Class
                  [A-R] [A-LR] Certificate will only be taxed in the United
                  States;

            (ii)  at the time of the transfer, and at the close of the
                  Transferee's two fiscal years preceding the year of the
                  transfer, the Transferee had gross assets for financial
                  reporting purposes (excluding any obligation of a person
                  related to the Purchaser within the meaning of Section 860L(g)
                  of the Code) in excess of $100 million and net assets in
                  excess of $10 million;

            (iii) the Transferee will transfer the Class [A-R] [A-LR]
                  Certificate only to another "eligible corporation," as defined
                  in Section 860(a)(2) of the Code, in a transaction that
                  satisfies the requirements of Section 4 of the Revenue
                  Procedure; and

            (iv)  the Transferee determined the consideration paid to it to
                  acquire the Class [A-R] [A-LR] Certificate based on reasonable
                  market assumptions (including, but not limited to, borrowing
                  and investment rates, prepayment and loss assumptions, expense
                  and reinvestment assumptions, tax rates and other factors
                  specific to the Purchaser) that it has determined in good
                  faith.]

            [Reserved]

            12. The Transferee is not an employee benefit plan that is subject
to Title I of ERISA or a plan that is subject to Section 4975 of the Code or a
plan subject to any federal, state or local law ("Similar Law") materially
similar to the foregoing provisions of ERISA or the Code, and the Transferee is
not acting on behalf of such a plan.

--------

* Insert appropriate paragraph, if applicable.

<PAGE>




                                      * * *

            IN WITNESS WHEREOF, the Transferee has caused this instrument to be
executed on its behalf, pursuant to authority of its Board of Directors, by its
duly authorized officer and its corporate seal to be hereunto affixed, duly
attested, this ____________ day of __________________, 200_.



                                       ________________________
                                       PRINT NAME OF TRANSFEREE



                                       By:______________________________________
                                          Name:
                                          Title:

[Corporate Seal]


ATTEST:



_______________________________________
[Assistant] Secretary


            Personally appeared before me the above-named _______, known or
proved to me to be the same person who executed the foregoing instrument and to
be the __________ of the Transferee, and acknowledged that he executed the same
as his free act and deed and the free act and deed of the Transferee.

            Subscribed and sworn before me this _____ day of _______, 200_.



                                       _______________________________________
                                                    Notary Public



                                       My Commission expires the ______ day of
                                       ________________, 200_.

<PAGE>




                                    EXHIBIT 1
                                  to EXHIBIT H

                               Certain Definitions

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

            "Permitted Transferee": Any person other than (i) the United States,
any State or political subdivision thereof, or any agency or instrumentality of
any of the foregoing, (ii) a foreign government, International Organization or
any agency or instrumentality of either of the foregoing, (iii) an organization
(except certain farmers' cooperatives described in section 521 of the Code)
which is exempt from tax imposed by Chapter 1 of the Code (including the tax
imposed by section 511 of the Code on unrelated business taxable income) on any
excess inclusions (as defined in section 860E(c)(l) of the Code) with respect to
any Residual Certificate, (iv) rural electric and telephone cooperatives
described in section 1381(a)(2)(C) of the Code, (v) a Person that is not a
citizen or resident of the United States, a corporation, partnership (except as
provided in applicable Treasury Regulations), or other entity created or
organized in or under the laws of the United States or any political subdivision
thereof, an estate whose income is subject to United States federal income tax
purposes regardless of its source or a trust if a court within the United States
is able to exercise primary supervision over the administration of the trust and
one or more persons described in this clause (v) have the authority to control
all substantial decisions of the trust (or, to the extent provided in applicable
Treasury Regulations, certain trusts in existence on August 20, 1996 which are
eligible to elect to be treated as United States persons) unless such Person has
furnished the transferor and the Trustee with a duly completed Internal Revenue
Service Form W-8ECI or any applicable successor form, and (vi) any other Person
so designated by the Depositor based upon an Opinion of Counsel that the
Transfer of an Ownership Interest in a Residual Certificate to such Person may
cause a REMIC hereunder to fail to qualify as a REMIC at any time that the
Certificates are outstanding. The terms "United States," "State" and
"International Organization" shall have the meanings set forth in section 7701
of the Code or successor provisions. A corporation will not be treated as an
instrumentality of the United States or of any State or political subdivision
thereof for these purposes if all of its activities are subject to tax and, with
the exception of the Freddie Mac, a majority of its board of directors is not
selected by such government unit.

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

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

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

<PAGE>




                                    EXHIBIT 2
                                  to EXHIBIT H

                        Section 5.02(c) of the Agreement

            Each Person who has or who acquires any Ownership Interest in a
Residual Certificate shall be deemed by the acceptance or acquisition of such
Ownership Interest to have agreed to be bound by the following provisions, and
the rights of each Person acquiring any Ownership Interest in a Residual
Certificate are expressly subject to the following provisions:

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

            (ii) No Ownership Interest in a Residual Certificate may be
registered on the Closing Date or thereafter transferred, and the Trustee shall
not register the Transfer of any Residual Certificate unless, in addition to the
certificates required to be delivered to the Trustee under subparagraph (b)
above, the Trustee shall have been furnished with an affidavit (a "Transfer
Affidavit") of the initial owner or the proposed transferee in the form attached
hereto as Exhibit H.

            (iii) Each Person holding or acquiring any Ownership Interest in a
Residual Certificate shall agree (A) to obtain a Transfer Affidavit from any
other Person to whom such Person attempts to Transfer its Ownership Interest in
a Residual Certificate, (B) to obtain a Transfer Affidavit from any Person for
whom such Person is acting as nominee, trustee or agent in connection with any
Transfer of a Residual Certificate and (C) not to Transfer its Ownership
Interest in a Residual Certificate or to cause the Transfer of an Ownership
Interest in a Residual Certificate to any other Person if it has actual
knowledge that such Person is not a Permitted Transferee.

            (iv) Any attempted or purported Transfer of any Ownership Interest
in a Residual Certificate in violation of the provisions of this Section 5.02(c)
shall be absolutely null and void and shall vest no rights in the purported
Transferee. If any purported transferee shall become a Holder of a Residual
Certificate in violation of the provisions of this Section 5.02(c), then the
last preceding Permitted Transferee shall be restored to all rights as Holder
thereof retroactive to the date of registration of Transfer of such Residual
Certificate. The Trustee shall be under no liability to any Person for any
registration of Transfer of a Residual Certificate that is in fact not permitted
by Section 5.02(b) and this Section 5.02(c) or for making any payments due on
such Certificate to the Holder thereof or taking any other action with respect
to such Holder under the provisions of this Agreement so long as the Transfer
was registered after receipt of the related Transfer Affidavit, Transferor
Certificate and either the Rule 144A Letter or the Investment Letter. The
Trustee shall be entitled but not obligated to recover from any Holder of a
Residual Certificate that was in fact not a Permitted Transferee at the time it
became a Holder or, at such subsequent time as it became other than a Permitted
Transferee, all payments made on such Residual Certificate at and after either
such time. Any such payments so recovered by the Trustee shall be paid and
delivered by the Trustee to the last preceding Permitted Transferee of such
Certificate.

            (v) The Depositor shall use its best efforts to make available, upon
receipt of written request from the Trustee, all information necessary to
compute any tax imposed under Section 860E(e) of the Code as a result of a
Transfer of an Ownership Interest in a Residual Certificate to any Holder who is
not a Permitted Transferee described in clauses (i) through (iv) of the
definition thereof.

            The restrictions on Transfers of a Residual Certificate set forth in
this Section 5.02(c) shall cease to apply (and the applicable portions of the
legend on a Residual Certificate may be deleted) with respect to Transfers
occurring after delivery to the Trustee of an Opinion of Counsel, which Opinion
of Counsel shall not be an expense of the Trust Fund, the Trustee, the Loan
Seller, the Transferors or the Servicer, to the effect that the elimination of
such restrictions will not cause any REMIC hereunder to fail to qualify as a
REMIC at any time that the Certificates are outstanding or result in the
imposition of any tax on the Trust Fund, a Certificateholder or another Person.
Each Person holding or acquiring any Ownership Interest in a Residual
Certificate hereby consents to any amendment of this Agreement which, based on
an Opinion of Counsel furnished to the Trustee, is reasonably necessary (a) to
ensure that the record ownership of, or any beneficial interest in, a Residual
Certificate is not transferred, directly or indirectly, to a Person that is not
a Permitted Transferee and (b) to provide for a means to compel the Transfer of
a Residual Certificate which is held by a Person that is not a Permitted
Transferee to a Holder that is a Permitted Transferee.

<PAGE>




                                    EXHIBIT I

                         FORM OF TRANSFEROR CERTIFICATE


                                       _____________________
                                       Date


Mortgage Asset Securitization Transactions, Inc.
1285 Avenue of the Americas
New York, New York 10019
Attention:

Wells Fargo Bank Minnesota, N.A.
11000 Broken Land Parkway
Columbia, Maryland 21044-3562
Attention: Corporate Trust Services - MASTR 2001-1

     Re:  Mortgage Asset Securitization Transactions, Inc., MASTR Asset
          Securitization Trust 2001-1, Mortgage Pass-Through Certificates,
          Series 2001-1, Class [ ]
          ----------------------------------------------------------------

Ladies and Gentlemen:

            In connection with our disposition of the above Certificates we
certify that (a) we have not offered or sold any Certificates to, or solicited
offers to buy any Certificates from, any person, or otherwise approached or
negotiated with any person with respect thereto, in a manner that would be
deemed, or taken any other action which would result in, a violation of Section
5 of the Securities Act of 1933, as amended and (b) to the extent we are
disposing of a Class [A-R] [A-LR] Certificate, (i) we have no knowledge the
Transferee is not a Permitted Transferee and (ii) after conducting a reasonable
investigation of the financial condition of the transferee, we have no reason to
believe that the transferee will not pay taxes with respect to the Class [A-R]
[A-LR] Certificate when due.


                                Very truly yours,



                                       ________________________
                                       Print Name of Transferor


                                       By:______________________________________
                                                    Authorized Officer

<PAGE>




                                    EXHIBIT J

                    FORM OF INVESTMENT LETTER (NON-RULE 144A)

                                       ---------------------
                                       Date


Mortgage Asset Securitization Transactions, Inc.
1285 Avenue of the Americas
New York, New York 10019
Attention:

Wells Fargo Bank Minnesota, N.A.
11000 Broken Land Parkway
Columbia, Maryland 21044-3562
Attention: Corporate Trust Services - MASTR 2001-1

     Re:  Mortgage Asset Securitization Transactions, Inc., MASTR Asset
          Securitization Trust 2001-1, Mortgage Pass-Through Certificates,
          Series 2001-1, Class [ ]
          ----------------------------------------------------------------

Ladies and Gentlemen:

            In connection with our acquisition of the above Certificates we
certify that (a) we understand that the Certificates are not being registered
under the Securities Act of 1933, as amended (the "Act"), or any state
securities laws and are being transferred to us in a transaction that is exempt
from the registration requirements of the Act and any such laws, (b) we are an
"accredited investor," as defined in Regulation D under the Act, and have such
knowledge and experience in financial and business matters that we are capable
of evaluating the merits and risks of investments in the Certificates, (c) we
have had the opportunity to ask questions of and receive answers from the
Depositor concerning the purchase of the Certificates and all matters relating
thereto or any additional information deemed necessary to our decision to
purchase the Certificates, (d) either (i) we are not an employee benefit plan
that is subject to Title I of the Employee Retirement Income Security Act of
1974, as amended ("ERISA"), or a plan or arrangement that is subject to Section
4975 of the Internal Revenue Code of 1986, as amended (the "Code"), or a plan or
arrangement subject to any federal, state or local law ("Similar Law")
materially similar to the foregoing provisions of ERISA or the Code, nor are we
acting on behalf of any such plan or arrangement, nor are we using the assets of
any such plan or arrangement to effect such acquisition or (ii) if we are an
insurance company, a representation that we are an insurance company which is
purchasing such Certificates with funds contained in an "insurance company
general account" (as such term is defined in Section V(e) of Prohibited
Transaction Class Exemption 95-60 ("PTCE 95-60")) and that the purchase and
holding of such Certificates are covered under Sections I and III of PTCE 95-60,
(e) we are acquiring the Certificates for investment for our own account and not
with a view to any distribution of such Certificates (but without prejudice to
our right at all times to sell or otherwise dispose of the Certificates in
accordance with clause (g) below), (f) we have not offered or sold any
Certificates to, or solicited offers to buy any Certificates from, any person,
or otherwise approached or negotiated with any person with respect thereto, or
taken any other action which would result in a violation of Section 5 of the
Act, and (g) we will not sell, transfer or otherwise dispose of any Certificates
unless (1) such sale, transfer or other disposition is made pursuant to an
effective registration statement under the Act or is exempt from such
registration requirements, and if requested, we will at our expense provide an
opinion of counsel satisfactory to the addressees of this Certificate that such
sale, transfer or other disposition may be made pursuant to an exemption from
the Act, (2) the purchaser or transferee of such Certificate has executed and
delivered to you a certificate to substantially the same effect as this
certificate, and (3) the purchaser or transferee has otherwise complied with any
conditions for transfer set forth in the Pooling and Servicing Agreement.


                                Very truly yours,



                                       ________________________
                                       Print Name of Transferor



                                       By:______________________________________
                                                    Authorized Officer

<PAGE>




                                    EXHIBIT K

                            FORM OF RULE 144A LETTER

                                       _____________________
                                       Date


Mortgage Asset Securitization Transactions, Inc.
1285 Avenue of the Americas
New York, New York 10019
Attention:

Wells Fargo Bank Minnesota, N.A.
11000 Broken Land Parkway
Columbia, Maryland 21044-3562
Attention: Corporate Trust Services - MASTR 2001-1

     Re:  Mortgage Asset Securitization Transactions, Inc., MSTR Asset
          Securitization Trust 2001-1, Mortgage Pass-Through Certificates,
          Series 2001-1, Class [ ]
          ----------------------------------------------------------------

Ladies and Gentlemen:

            In connection with our acquisition of the above Certificates we
certify that (a) we understand that the Certificates are not being registered
under the Securities Act of 1933, as amended (the "Act"), or any state
securities laws and are being transferred to us in a transaction that is exempt
from the registration requirements of the Act and any such laws, (b) we have
such knowledge and experience in financial and business matters that we are
capable of evaluating the merits and risks of investments in the Certificates,
(c) we have had the opportunity to ask questions of and receive answers from the
Depositor concerning the purchase of the Certificates and all matters relating
thereto or any additional information deemed necessary to our decision to
purchase the Certificates, (d) either (i) we are not an employee benefit plan
that is subject to Title I of the Employee Retirement Income Security Act of
1974, as amended ("ERISA"), or a plan or arrangement that is subject to Section
4975 of the Internal Revenue Code of 1986, as amended (the "Code"), or a plan or
arrangement that is subject to Section 4975 of the Internal Revenue Code of
1986, as amended, or a plan or arrangement subject to any federal, state or
local law ("Similar Law") materially similar to the foregoing provisions of
ERISA or the Code, nor are we acting on behalf of any such plan or arrangement,
nor are we using the assets of any such plan or arrangement to effect such
acquisition or (ii) if we are an insurance company, a representation that we are
an insurance company which is purchasing such Certificates with funds contained
in an "insurance company general account" (as such term is defined in Section
V(e) of Prohibited Transaction Class Exemption 95-60 ("PTCE 95-60")) and that
the purchase and holding of such Certificates are covered under PTCE 95-60, (e)
we have not, nor has anyone acting on our behalf offered, transferred, pledged,
sold or otherwise disposed of the Certificates, any interest in the Certificates
or any other similar security to, or solicited any offer to buy or accept a
transfer, pledge or other disposition of the Certificates, any interest in the
Certificates or any other similar security from, or otherwise approached or
negotiated with respect to the Certificates, any interest in the Certificates or
any other similar security with, any person in any manner, or made any general
solicitation by means of general advertising or in any other manner, or taken
any other action, that would constitute a distribution of the Certificates under
the Securities Act or that would render the disposition of the Certificates a
violation of Section 5 of the Securities Act or require registration pursuant
thereto, nor will act, nor has authorized or will authorize any person to act,
in such manner with respect to the Certificates, (f) we are a "qualified
institutional buyer" as that term is defined in Rule 144A under the Securities
Act and have completed either of the forms of certification to that effect
attached hereto as Annex 1 or Annex 2. We are aware that the sale to us is being
made in reliance on Rule 144A. We are acquiring the Certificates for our own
account or for resale pursuant to Rule 144A and further, understand that such
Certificates may be resold, pledged or transferred only (i) to a person
reasonably believed to be a qualified institutional buyer that purchases for its
own account or for the account of a qualified institutional buyer to whom notice
is given that the resale, pledge or transfer is being made in reliance on Rule
144A, or (ii) pursuant to another exemption from registration under the
Securities Act.

<PAGE>



                                     ANNEX 1
                                  to EXHIBIT K

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

          (For Transferees Other Than Registered Investment Companies)

            The undersigned (the "Buyer") hereby certifies as follows to the
parties listed in the Rule 144A Transferee Certificate to which this
certification relates with respect to the Certificates described therein:

            1. As indicated below, the undersigned is the President, Chief
Financial Officer, Senior Vice President or other executive officer of the
Buyer.

            2. In connection with purchases by the Buyer, the Buyer is a
"qualified institutional buyer" as that term is defined in Rule 144A under the
Securities Act of 1933, as amended ("Rule 144A") because (i) the Buyer owned
and/or invested on a discretionary basis either at least $100,000 in securities
or, if Buyer is a dealer, Buyer must own and/or invest on a discretionary basis
at least $10,000,000 in securities (except for the excluded securities referred
to below) as of the end of the Buyer's most recent fiscal year (such amount
being calculated in accordance with Rule 144A and (ii) the Buyer satisfies the
criteria in the category marked below.

            Corporation, etc. The Buyer is a corporation (other than a bank,
savings and loan association or similar institution), Massachusetts or similar
business trust, partnership, or charitable organization described in Section
501(c)(3) of the Internal Revenue Code of 1986, as amended.

            Bank. The Buyer (a) is a national bank or banking institution
organized under the laws of any State, territory or the District of Columbia,
the business of which is substantially confined to banking and is supervised by
the State or territorial banking commission or similar official or is a foreign
bank or equivalent institution, and (b) has an audited net worth of at least
$25,000,000 as demonstrated in its latest annual financial statements, a copy of
which is attached hereto.

            Savings and Loan. The Buyer (a) is a savings and loan association,
building and loan association, cooperative bank, homestead association or
similar institution, which is supervised and examined by a State or Federal
authority having supervision over any such institutions or is a foreign savings
and loan association or equivalent institution and (b) has an audited net worth
of at least $25,000,000 as demonstrated in its latest annual financial
statements, a copy of which is attached hereto.

            Broker-dealer. The Buyer is a dealer registered pursuant to Section
15 of the Securities Exchange Act of 1934.

            Insurance Company. The Buyer is an insurance company whose primary
and predominant business activity is the writing of insurance or the reinsuring
of risks underwritten by insurance companies and which is subject to supervision
by the insurance commissioner or a similar official or agency of a State,
territory or the District of Columbia.

            State or Local Plan. The Buyer is a plan established and maintained
by a State, its political subdivisions, or any agency or instrumentality of the
State or its political subdivisions, for the benefit of its employees.

            ERISA Plan. The Buyer is an employee benefit plan within the meaning
of Title I of the Employee Retirement Income Security Act of 1974.

            Investment Advisor. The Buyer is an investment advisor registered
under the Investment Advisors Act of 1940.

            Small Business Investment Company. Buyer is a small business
investment company licensed by the U.S. Small Business Administration under
Section 301(c) or (d) of the Small Business Investment Act of 1958.

            Business Development Company. Buyer is a business development
company as defined in Section 202(a)(22) of the Investment Advisors Act of 1940.

            3. The term "securities" as used herein does not include (i)
securities of issuers that are affiliated with the Buyer, (ii) securities that
are part of an unsold allotment to or subscription by the Buyer, if the Buyer is
a dealer, (iii) securities issued or guaranteed by the U.S. or any
instrumentality thereof, (iv) bank deposit notes and certificates of deposit,
(v) loan participations, (vi) repurchase agreements, (vii) securities owned but
subject to a repurchase agreement and (viii) currency, interest rate and
commodity swaps.

            4. For purposes of determining the aggregate amount of securities
owned and/or invested on a discretionary basis by the Buyer, the Buyer used the
cost of such securities to the Buyer and did not include any of the securities
referred to in the preceding paragraph, except (i) where the Buyer reports its
securities holdings in its financial statements on the basis of their market
value, and (ii) no current information with respect to the cost of those
securities has been published. If clause (ii) in the preceding sentence applies,
the securities may be valued at market. Further, in determining such aggregate
amount, the Buyer may have included securities owned by subsidiaries of the
Buyer, but only if such subsidiaries are consolidated with the Buyer in its
financial statements prepared in accordance with generally accepted accounting
principles and if the investments of such subsidiaries are managed under the
Buyer's direction. However, such securities were not included if the Buyer is a
majority-owned, consolidated subsidiary of another enterprise and the Buyer is
not itself a reporting company under the Securities Exchange Act of 1934, as
amended.

            5. The Buyer acknowledges that it is familiar with Rule 144A and
understands that the seller to it and other parties related to the Certificates
are relying and will continue to rely on the statements made herein because one
or more sales to the Buyer may be in reliance on Rule 144A.

            6. Until the date of purchase of the Rule 144A Securities, the Buyer
will notify each of the parties to which this certification is made of any
changes in the information and conclusions herein. Until such notice is given,
the Buyer's purchase of the Certificates will constitute a reaffirmation of this
certification as of the date of such purchase. In addition, if the Buyer is a
bank or savings and loan is provided above, the Buyer agrees that it will
furnish to such parties updated annual financial statements promptly after they
become available.



                                       ___________________
                                       Print Name of Buyer



                                       By:______________________________________
                                          Name:
                                          Title:

<PAGE>



                                     ANNEX 2
                                  to EXHIBIT K

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

           (For Transferees That are Registered Investment Companies)

            The undersigned (the "Buyer") hereby certifies as follows to the
parties listed in the Rule 144A Transferee Certificate to which this
certification relates with respect to the Certificates described therein:

            1. As indicated below, the undersigned is the President, Chief
Financial Officer or Senior Vice President of the Buyer or, if the Buyer is a
"qualified institutional buyer" as that term is defined in Rule 144A under the
Securities Act of 1933, as amended ("Rule 144A") because Buyer is part of a
Family of Investment Companies (as defined below), is such an officer of the
Adviser.

            2. In connection with purchases by Buyer, the Buyer is a "qualified
institutional buyer" as defined in SEC Rule 144A because (i) the Buyer is an
investment company registered under the Investment Company Act of 1940, as
amended and (ii) as marked below, the Buyer alone, or the Buyer's Family of
Investment Companies, owned at least $100,000,000 in securities (other than the
excluded securities referred to below) as of the end of the Buyer's most recent
fiscal year. For purposes of determining the amount of securities owned by the
Buyer or the Buyer's Family of Investment Companies, the cost of such securities
was used, except (i) where the Buyer or the Buyer's Family of Investment
Companies reports its securities holdings in its financial statements on the
basis of their market value, and (ii) no current information with respect to the
cost of those securities has been published. If clause (ii) in the preceding
sentence applies, the securities may be valued at market.

            ___ The Buyer owned $_______ in securities (other than the excluded
securities referred to below) as of the end of the Buyer's most recent fiscal
year (such amount being calculated in accordance with Rule 144A).

            ___ The Buyer is part of a Family of Investment Companies which
owned in the aggregate $_______ in securities (other than the excluded
securities referred to below) as of the end of the Buyer's most recent fiscal
year (such amount being calculated in accordance with Rule 144A).

            3. The term "Family of Investment Companies" as used herein means
two or more registered investment companies (or series thereof) that have the
same investment adviser or investment advisers that are affiliated (by virtue of
being majority owned subsidiaries of the same parent or because one investment
adviser is a majority owned subsidiary of the other).

            4. The term "securities" as used herein does not include (i)
securities of issuers that are affiliated with the Buyer or are part of the
Buyer's Family of Investment Companies, (ii) securities issued or guaranteed by
the U.S. or any instrumentality thereof, (iii) bank deposit notes and
certificates of deposit, (iv) loan participations, (v) repurchase agreements,
(vi) securities owned but subject to a repurchase agreement and (vii) currency,
interest rate and commodity swaps.

            5. The Buyer is familiar with Rule 144A and understands that the
parties listed in the Rule 144A Transferee Certificate to which this
certification relates are relying and will continue to rely on the statements
made herein because one or more sales to the Buyer will be in reliance on Rule
144A. In addition, the Buyer will only purchase for the Buyer's own account.

            6. Until the date of purchase of the Certificates, the undersigned
will notify the parties listed in the Rule 144A Transferee Certificate to which
this certification relates of any changes in the information and conclusions
herein. Until such notice is given, the Buyer's purchase of the Certificates
will constitute a reaffirmation of this certification by the undersigned as of
the date of such purchase.



                                       ______________________________
                                       Print Name of Buyer or Adviser



                                       By:______________________________________
                                          Name:
                                          Title:


                                       IF AN ADVISER:



                                       ______________________________
                                       Print Name of Buyer



                                       Date:

<PAGE>




                                    EXHIBIT L

                    FORM OF REQUEST FOR RELEASE OF DOCUMENTS
                                  (for Trustee)


To:  Wells Fargo Bank Minnesota, N.A.
     1015 10th Avenue S.E.
     Minneapolis, MN  55414-0031
     Attn: Inventory Control

     Re:  Pooling and Servicing Agreement dated as of September 1, 2001,
          Mortgage Asset Securitization Transactions, Inc., as depositor,
          Cendant Mortgage Corp., as servicer and transferor, Bishop's Gate
          Residential Mortgage Trust, as transferor, and Wells Fargo as trustee

      In connection with the administration of the Mortgage Loans held by you as
Trustee pursuant to the above-captioned Pooling and Servicing Agreement, we
request the release, and hereby acknowledge receipt, of the Mortgage File for
the Mortgage Loan described below, for the reason indicated.

Mortgage Loan Number:

Mortgagor Name, Address & Zip Code:



Reason for Requesting Documents (check one):

______________    1.    Mortgage Paid in Full

______________    2.    Foreclosure

______________    3.    Substitution

______________    4.    Other Liquidation (Repurchases, etc.)

______________    5.    Nonliquidation          Reason:_________________________

Address to which Custodian should
Deliver the Trustee's Mortgage File:   _________________________________________
                                       _________________________________________
                                       _________________________________________



                                       By:______________________________________
                                                      (authorized signer)
                                       Issuer:__________________________________
                                       Address:_________________________________
                                               _________________________________
                                       Date:____________________________________

Trustee
-------

Wells Fargo Bank Minnesota, N.A.

Please acknowledge the execution of the above request by your signature and date
below:


_______________________________________   ___________________________
Signature                                 Date


Documents returned to Custodian:


_______________________________________   ___________________________
Custodian                                 Date