Exhibit 4.1



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                         BOND SECURITIZATION, L.L.C.,
                                 as Depositor


                                      and


                                     [ ],
                            as Seller and Servicer


                                      and


                                     [ ],
                                  as Trustee




                        POOLING AND SERVICING AGREEMENT

                                Dated as of [ ]



                [ ] Home Equity Loan Asset-Backed Certificates

                                 Series 200_-_



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<CAPTION>



                               Table of Contents
                                                                                                      Page

                                  ARTICLE I.
                                  Definitions
         <S>               <C>                                                                                  <C>

         Section 1.01      Definitions............................................................................1
         Section 1.02      Interest Calculations.................................................................17

                                  ARTICLE II.
                  Conveyance of Mortgage Loans; Original Issuance of Certificates; Tax Treatment
         Section 2.01      Conveyance of Mortgage Loans..........................................................17
         Section 2.02      Acceptance by Trustee.................................................................20
         Section 2.03      Representations and Warranties Regarding the Seller and the Servicer..................21
         Section 2.04      Representations and Warranties of the Seller Regarding the Mortgage Loans.............23
         Section 2.05      Representations and Warranties of the Depositor.......................................28
         Section 2.06      Substitution of Mortgage Loans........................................................29
         Section 2.07      Execution and Authentication of Certificates..........................................30

                                 ARTICLE III.
                Administration and Servicing of Mortgage Loans
         Section 3.01      The Servicer..........................................................................30
         Section 3.02      Collection of Certain Mortgage Loan Payments..........................................32
         Section 3.03      Withdrawals from the Collection Account...............................................33
         Section 3.04      Maintenance of Hazard Insurance; Property Protection Expenses.........................34
         Section 3.05      Maintenance of Mortgage Impairment Insurance..........................................35
         Section 3.06      [Reserved]............................................................................35
         Section 3.07      Management and Realization Upon Defaulted Mortgage Loans..............................35
         Section 3.08      Trustee to Cooperate..................................................................36
         Section 3.09      Servicing Compensation; Payment of Certain Expenses by Servicer.......................37
         Section 3.10      Annual Statement as to Compliance.....................................................37
         Section 3.11      Annual Servicing Report...............................................................38
         Section 3.12      Access to Certain Documentation and Information Regarding the Mortgage Loans..........38
         Section 3.13      [Reserved]............................................................................38
         Section 3.14      [Reserved]............................................................................38
         Section 3.15      Reports of  Foreclosures  and  Abandonments  of Mortgaged  Properties,  Returns
                            Relating to Mortgage  Interest  Received from Individuals and Returns Relating
                            to Cancellation of Indebtedness......................................................38
         Section 3.16      Advances by the Servicer..............................................................38
         Section 3.17      [Reserved]............................................................................39


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         Section 3.18      Assumption Agreements.................................................................39
         Section 3.19      Payment of Taxes, Insurance and Other Charges.........................................39
         Section 3.20      Optional Purchase of Defaulted Mortgage Loans.........................................39
         Section 3.21      Compensating Interest.................................................................40

                                  ARTICLE IV.
                       [The Certificate Insurance Policy
         Section 4.01      The Certificate Insurance Policy......................................................40
         Section 4.02      [Reserved]............................................................................41
         Section 4.03      Claims Upon the Certificate Insurance Policy..........................................41

                                  ARTICLE V.
                    Payments and Statements to Certificateholders; Rights of Certificateholders
         Section 5.01      Distributions.........................................................................41
         Section 5.02      [Reserved]............................................................................43
         Section 5.03      Statements............................................................................43
         Section 5.04      Distribution Account..................................................................46
         Section 5.05      Investment of Accounts................................................................46

                                  ARTICLE VI.
                               The Certificates
         Section 6.01      The Certificates......................................................................47
         Section 6.02      Registration of Transfer and Exchange of Certificates.................................47
         Section 6.03      Mutilated, Destroyed, Lost or Stolen Certificates.....................................49
         Section 6.04      Persons Deemed Owners.................................................................50
         Section 6.05      Appointment of Paying Agent...........................................................50
         Section 6.06      Restrictions on Transfer of Ownership Interest........................................50

                                 ARTICLE VII.
                  The Seller, the Servicer and the Depositor
         Section 7.01      Liability of the Seller, the Servicer and the Depositor...............................52
         Section 7.02      Merger or  Consolidation  of, or Assumption of the  Obligations of, the Seller,
                            the Servicer or the Depositor........................................................52
         Section 7.03      Limitation on Liability of the Servicer and Others....................................52
         Section 7.04      Servicer Not to Resign................................................................53
         Section 7.05      Delegation of Duties..................................................................53
         Section 7.06      Indemnification of the Trust by the Servicer..........................................53

                                 ARTICLE VIII.
                                    Default
         Section 8.01      Events of Default.....................................................................54

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         Section 8.02      Trustee to Act; Appointment of Successor..............................................56
         Section 8.03      Waiver of Defaults....................................................................57
         Section 8.04      Notification to Certificateholders....................................................57
         [Section8.05      Rights   of  the   Certificate   Insurer   to   Exercise   Rights  of  Class  A
                            Certificateholders...................................................................57
         Section 8.06      Trustee to Act Solely with Consent of the Certificate Insurer.........................58
         Section 8.07      Mortgage Loans, Trust and Accounts Held for Benefit of the Certificate Insurer........58
         Section 8.08      Certificate Insurer Default...........................................................59

                                  ARTICLE IX.
                                  The Trustee
         Section 9.01      Duties of Trustee.....................................................................59
         Section 9.02      Certain Matters Affecting the Trustee.................................................61
         Section 9.03      Trustee Not Liable for Certificates or Mortgage Loans.................................62
         Section 9.04      Trustee May Own Certificates..........................................................63
         Section 9.05      Servicer to Pay Trustee Fees and Expenses.............................................63
         Section 9.06      Eligibility Requirements for Trustee..................................................64
         Section 9.07      Resignation or Removal of Trustee.....................................................64
         Section 9.08      Successor Trustee.....................................................................65
         Section 9.09      Merger or Consolidation of Trustee....................................................65
         Section 9.10      Appointment of Co-Trustee or Separate Trustee.........................................66
         Section 9.11      Limitation of Liability...............................................................67
         Section 9.12      Trustee May Enforce Claims Without Possession of Certificates; Inspection.............67
         Section 9.13      Suits for Enforcement.................................................................68
         Section 9.14      Reports to the Commission.............................................................68

                                  ARTICLE X.
                                  Termination
         Section 10.01     Termination...........................................................................68

                                  ARTICLE XI.
                           Miscellaneous Provisions
         Section 11.01     Amendment.............................................................................70
         Section 11.02     Recordation of Agreement..............................................................71
         Section 11.03     Limitation on Rights of Certificateholders............................................71
         Section 11.04     Governing Law.........................................................................72
         Section 11.05     Notices...............................................................................72
         Section 11.06     Severability of Provisions............................................................73
         Section 11.07     Assignment............................................................................74
         Section 11.08     Certificates Nonassessable and Fully Paid.............................................74
         Section 11.09     Third-Party Beneficiaries.............................................................74

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         Section 11.10     Counterparts..........................................................................74
         Section 11.11     Effect of Headings and Table of Contents..............................................74


EXHIBIT A                   FORM OF REGULAR CERTIFICATE.........................................................A-1
EXHIBIT B          -        [Reserved]..........................................................................B-1
EXHIBIT C          -        MORTGAGE LOAN SCHEDULE..............................................................C-1
EXHIBIT D          -        MONTHLY INFORMATION DELIVERED TO TRUSTEE............................................D-1
EXHIBIT E          -        [Reserved]
EXHIBIT F          -        LETTER OF REPRESENTATIONS...........................................................F-1
EXHIBIT G          -        FORM OF REQUEST FOR RELEASE.........................................................G-1
EXHIBIT H          -        [Reserved]
EXHIBIT I          -        [Reserved]
EXHIBIT J          -        LIST OF SERVICING OFFICERS..........................................................J-1
EXHIBIT K          -        CLOSING LETTER......................................................................K-1
EXHIBIT L          -        FORM OF CERTIFICATE INSURANCE POLICY................................................L-1
EXHIBIT M-1                 CERTIFICATION AS TO ASSIGNMENTS...................................................M-1-1
EXHIBIT M-2                 CERTIFICATION AS TO MORTGAGE FILE
                            (OTHER THAN ASSIGNMENTS)..........................................................M-2-1


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         This Pooling and Servicing Agreement, dated as of [ ], among Bond
Securitization, L.L.C., as Depositor (the "Depositor"), and [ ], as Seller (in
such capacity, the "Seller") and as Servicer (in such capacity, the
"Servicer"), and [ ], as Trustee (the "Trustee").

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

                                  ARTICLE I.

                                  Definitions

         Section 1.01 Definitions. Whenever used in this Agreement, the
following words and phrases, unless the context otherwise requires, shall have
the meanings specified in this Article.

         Accounts: Collectively, the Collection Account and the Distribution
Account.

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

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

         Appraised Value: The appraised value of the Mortgaged Property based
upon the appraisal made by or for the originator at the time of the
origination of the related Mortgage Loan.

         Assignment Event: The th day following either (i) the occurrence and
continuance of an Event of Default, (ii) a Rating Downgrade Event, [(iii) the
declaration of an Assignment Event by the Certificate Insurer, pursuant to
Section 2.01] or (iv) with respect to a particular Mortgage Loan, the
occurrence of a foreclosure proceeding or the insolvency of the related
Mortgagor.

         Assignment of Mortgage: With respect to any Mortgage, an assignment,
notice of transfer or equivalent instrument, in recordable form, sufficient
under the laws of the jurisdiction in which the related Mortgaged Property is
located to reflect the sale of the Mortgage to the Trustee, which assignment,
notice of transfer or equivalent instrument may be in the form of one or more
blanket assignments covering the Mortgage Loans secured by Mortgaged
Properties located in the same jurisdiction.

         Available Funds: As to any Distribution Date, the sum of (A) the sum
of all amounts described in clauses (i) through (vii) inclusive, of Section
3.02(b) received by the Servicer (including any amounts paid by the Servicer
and the Seller and excluding (a) any amounts not

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required to be deposited in the Collection Account pursuant to Section 3.02(b)
and (b) any amounts paid to the Servicer or withdrawn by the Trustee pursuant
to Sections 3.03(ii), (iii), (iv), (v), (vi), (vii) and (viii) in respect of
the Mortgage Loans) during the related Due Period and deposited into the
Collection Account, (B) Insured Payments, if any, and (C) any Termination
Price with respect to the Mortgage Loans deposited to the Distribution Account
pursuant to Section 10.01(a). No amount included in this definition by virtue
of being described by any component of the definition thereof shall be
included twice by virtue of also being described by any other component or
otherwise.

         [Balloon Loans: Any Mortgage Loan that provided for monthly payments
which would not be sufficient to fully amortize its Principal Balance on the
related maturity date.]

         BIF: The Bank Insurance Fund, as from time to time constituted,
created under the Financial Institutions Reform, Recovery and Enhancement Act
of 1989, or, if at any time after the execution of this Agreement the Bank
Insurance Fund is not existing and performing duties now assigned to it, the
body performing such duties on such date.

         Book-Entry Certificate: The Class A Certificates registered in the
name of the Depository or its nominee, ownership of which is reflected on the
books of the Depository or on the books of a Person maintaining an account
with such Depository (directly or as an indirect participant in accordance
with the rules of such Depository).

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

         Certificate:  Any Class A.

         [Certificate Insurance Policy: The Certificate Guaranty Insurance
Policy (No. [ ]) with respect to the Class A Certificates and all endorsements
thereto dated the Closing Date, issued by the Certificate Insurer to the
Trustee for the benefit of the Holders of each Class of Class A Certificates,
a copy of which is attached hereto as Exhibit L.]

         [Certificate Insurer: [ ], a stock insurance company organized and
created under the laws of the State of [ ], or any successor thereto.]

         [Certificate Insurer Default: (i) Any failure of the Certificate
Insurer to make a payment required under the Certificate Insurance Policy in
accordance with its terms; (ii) the entry by a court having jurisdiction in
the premises of (A) a decree or order for relief in respect of the Certificate
Insurer in an involuntary case or proceeding under any applicable United
States federal or state bankruptcy, insolvency, rehabilitation, reorganization
or other similar law or (B) a decree or order adjudging the Certificate
Insurer as bankrupt or insolvent, or approving as properly filed a petition
seeking reorganization, rehabilitation, arrangement, adjustment or composition
of or in respect of the Certificate Insurer under any applicable United States
federal

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or state law, or appointing a custodian, receiver, liquidator, rehabilitator,
assignee, trustee, sequestrator or other similar official of the Certificate
Insurer or of any substantial part of its property, or ordering the winding-up
or liquidation of its affairs, and the continuance of any such decree or order
for relief or any such other decree or order unstayed and in each case in
effect for a period of 60 consecutive days; or (iii) the commencement by the
Certificate Insurer of a voluntary case or proceeding under any applicable
United States federal or state bankruptcy, insolvency, reorganization or other
similar law or of any other case or proceeding to be adjudicated as bankrupt
or insolvent, or the consent by the Certificate Insurer to the entry of a
decree or order for relief in respect of the Certificate Insurer in an
involuntary case or proceeding under any applicable United States federal or
state bankruptcy, insolvency, reorganization or other similar law or to the
commencement of any bankruptcy or insolvency case or proceeding against the
Certificate Insurer, or the filing by the Certificate Insurer of a petition or
answer or consent seeking reorganization or relief under any applicable United
States federal or state law, or the consent by the Certificate Insurer to the
filing of such petition or to the appointment of or the taking possession by a
custodian, receiver, liquidator, assignee, trustee, sequestrator or similar
official of the Certificate Insurer or of any substantial part of its
property, or the making by the Certificate Insurer of an assignment for the
benefit of its creditors, or the failure by the Certificate Insurer to pay
debts generally as they become due, or the admission by the Certificate
Insurer in writing of its inability to pay its debts generally as they become
due, or the taking of corporate action by the Certificate Insurer in
furtherance of any such action.]

         Certificate Owner: The Person who is the beneficial owner of a
Book-Entry Certificate.

         Certificate Rate:  [ ].

         Certificate Register and Certificate Registrar: The register
maintained and the registrar appointed pursuant to Section 6.02.

         Certificateholder or Holder: The Person in whose name a Certificate
is registered in the Certificate Register, except that, solely for the purpose
of giving any consent, direction, waiver or request pursuant to this
Agreement, (x) any Certificates registered in the name of the Depositor, the
Seller, the Servicer or any Person actually known to a Responsible Officer of
the Trustee to be an Affiliate of the Depositor, the Seller or the Servicer
and (y) any Certificates for which the Depositor, the Seller, the Servicer or
any Person actually known to a Responsible Officer of the Trustee to be an
Affiliate of the Depositor, the Seller or the Servicer is the Certificate
Owner or Holder shall be deemed not to be outstanding (unless to the actual
knowledge of a Responsible Officer of the Trustee (i) the Depositor, the
Seller or the Servicer or such Affiliate is acting as trustee or nominee for a
Person who is not an Affiliate of the Depositor, the Seller or the Servicer
and who makes the voting decision with respect to such Class of Certificates
or (ii) the Depositor, the Seller or the Servicer or such Affiliate is the
Certificate Owner or Holder of all the Certificates of a Class, but only with
respect to the Class as to which the Depositor, the Seller or the Servicer or
such Affiliate owns all the Certificates) and the Percentage Interest
evidenced thereby shall not be taken into account in determining

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whether the requisite amount of Percentage Interests necessary to effect any
such consent, direction, waiver or request has been obtained.

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

         Civil Relief Act Interest Shortfall: With respect to any Distribution
Date, for any Mortgage Loan as to which there has been a reduction in the
amount of interest collectible thereon for the most recently ended Due Period
as a result of the application of the Civil Relief Act, the amount by which
(i) interest collectible on such Mortgage Loan during such Due Period is less
than (ii) one month's interest on the Principal Balance of such Mortgage Loan
at the Net Loan Rate for such Mortgage Loan before giving effect to the
application of the Civil Relief Act.

         Class A Certificate: Any Certificate executed and authenticated by
the Trustee and substantially in the form attached hereto as Exhibit A
Certificate pursuant to Section 6.01.

         Class A Certificateholder:  A Holder of a Class A Certificate.

         Class A Monthly Principal Distributable Amount:  [ ].

         Class A Principal Distribution Amount:  [ ].

         Class Interest Carryover Shortfall: With respect to any Class A
Certificates and any Distribution Date, the amount by which the Class Interest
Distribution for each prior Distribution Date exceeded the amount of interest
actually distributed on such prior Distribution Dates.

         Class Interest Distribution: With respect to any Distribution Date
and Class A Certificates, the sum of (i) the Class Monthly Interest
Distributable Amount for such Class on such Distribution Date and (ii) the
Outstanding Class Interest Carryover Shortfall on such Distribution Date.

         Class Monthly Interest Distributable Amount:  [ ].

         Class Principal Balance: As of any date of determination, the
Original Class Certificate Principal Balance reduced by .

         Closing Date:  [ ].

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

         Collection Account: The custodial account or accounts created and
maintained pursuant to Section 3.02(b). The Collection Account shall be an
Eligible Account.

         Combined Loan-to-Value Ratio or CLTV: With respect to any Mortgage
Loan, (i) the sum of the original principal balance of such Mortgage Loan and
the outstanding principal

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balance of the First Lien, if any, as of the date of origination of the
Mortgage Loan, divided by the (ii) the lesser of (a) Appraised Value or (b)
the related purchase price for the related Mortgaged Property, as applicable.

         Commission:  The Securities and Exchange Commission.

         Compensating Interest: As to any Distribution Date, the amount
calculated pursuant to Section 3.21.

         Corporate Trust Office: The office of the Trustee at which at any
particular time its corporate business shall be principally administered,
which office on the Closing Date is located at [ ].

         CPR: The Constant Prepayment Rate, which represents an assumed
constant rate of prepayment each month, expressed as a per annum percentage
principal balance of the pool of Mortgage Loans for that month.

         Curtailment: With respect to a Mortgage Loan, any payment of
principal received during a Due Period as part of a payment that is in excess
of the amount of the Monthly Payment due for such Due Period and which is not
intended to satisfy the Mortgage Loan in full, nor is intended to cure a
delinquency or to be applied for subsequent Monthly Payments as and when the
same come due pursuant to directions from the Mortgagor to such effect.

         Cut-Off Date:  The commencement of business on [ ].

         Cut-Off Date Pool Principal Balance: $[ ], which equals, as of the
Closing Date, the Pool Principal Balance.

         Cut-Off Date Principal Balance: With respect to any Mortgage Loan,
the unpaid principal balance thereof as of the Cut-Off Date (or as of the
applicable date of substitution with respect to an Eligible Substitute
Mortgage Loan pursuant to Section 2.02 or 2.04).

         Debt Service Reduction: As to any Mortgage Loan and any Determination
Date, the excess of (i) the installment of principal and interest due on the
related Due Date under the terms of such Mortgage Loan over (ii) the amount of
the monthly payment of principal and/or interest required to be paid by the
Mortgagor as established by a court of competent jurisdiction (pursuant to an
order which has become final and nonappealable) as a result of a proceeding
initiated by or against the related Mortgagor under the Bankruptcy Code, as
amended from time to time (11 U.S.C.).

         Defective Mortgage Loan: Any Mortgage Loan subject to repurchase or
substitution by the Seller pursuant to Section 2.02 or 2.04.

         Definitive Certificates:  As defined in Section 6.02(c).

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         Delinquency Percentage:

         Deposit Event: The lowering of the Servicer's short-term debt rating
below "P-1" by Moody's or "A-1" by S&P.

         Depositor: Bond Securitization, L.L.C., a Delaware limited liability
company, or any successor thereto.

         Depository: The initial Depository shall be The Depository Trust
Company, the nominee of which is Cede & Co., as the registered Holder of Class
A Certificates evidencing $[ ], in initial aggregate principal amount of such
Certificates. The Depository shall at all times be a "clearing corporation" as
defined in Section 8-102(3) of the UCC 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: With respect to the first Distribution Date, the
Closing Date and with respect to any other Distribution Date, the day of the
month in which such Distribution Date occurs (or if such day is not a Business
Day, the Business Day immediately succeeding such eighteenth day).

         Distributable Excess Spread: As to any Distribution Date, the lesser
of (i) the portion of Available Funds for such Distribution Date remaining
after the application thereof pursuant to Section 5.01 (a)(i)-(iv).

         Distribution Account: The account established by the Trustee pursuant
to Section 5.04. The Distribution Account shall be an Eligible Account.

         Distribution Date: The day of each month or, if such day is not a
Business Day, then the next Business Day, beginning in [ ] 200_.

         Due Date: As to any Mortgage Loan, the day of the month on which the
Monthly Payment is due from the Mortgagor exclusive of any days of grace.

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

         Eligible Account:

         Eligible Investments: One or more of the following (excluding any
callable investments purchased at a premium):

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                  (i) [ direct obligations of, or obligations fully guaranteed
         as to timely payment of principal and interest by, the United States
         or any agency or instrumentality thereof, provided that such
         obligations are backed by the full faith and credit of the United
         States;

                  (ii) repurchase agreements on obligations specified in
         clause (i) maturing not more than 30 days from the date of
         acquisition thereof, provided however, that collateral transferred
         pursuant to such repurchase obligation must be of the type described
         in clause (a) above and must (i) be valued daily at current market
         price plus accrued interest, (ii) pursuant to such valuation, be
         equal, at all times, to 105% of the cash transferred by the Trustee
         in exchange for such collateral and (iii) be delivered to the Trustee
         or, if the Trustee is supplying the collateral, an agent for the
         Trustee, in such a manner as to accomplish perfection of a security
         interest in the collateral by possession of certified securities;

                  (iii) federal funds, certificates of deposit, time deposits
         and bankers' acceptances of any U.S. depository institution or trust
         company incorporated under the laws of the United States or any state
         thereof and subject to supervision and examination by federal and/or
         state banking authorities, provided that the unsecured short-term
         debt obligations of such depository institution or trust company at
         the date of acquisition thereof have been rated by S&P and Moody's in
         their respective highest unsecured short-term debt rating category
         and that each such investment has an original maturity of not more
         than 365 days;

                  (iv) commercial paper (having original maturities of not
         more than 90 days) of any corporation incorporated under the laws of
         the United States or any state thereof which on the date of
         acquisition have been rated by S&P and Moody's in their respective
         highest short-term rating categories;

                  (v) short term investment funds ("STIFS"), sponsored by any
         trust company or national banking association incorporated under the
         laws of the United States or any state thereof, which on the date of
         acquisition has been rated by S&P and Moody's in their respective
         highest rating category;

                  (vi) interests in any money market fund which at the date of
         acquisition of the interests in such fund and throughout the time as
         the interest is held in such fund has a rating of "AAA" by S&P and a
         rating of "Aaa" by Moody's; and

                  (vii) other obligations or securities that are acceptable to
         each Rating Agency and the Certificate Insurer as an Eligible
         Investment hereunder and will not result in a reduction in the then
         current rating of the Certificates, as evidenced by a letter to such
         effect from such Rating Agency and the Certificate Insurer and with
         respect to which the Servicer and the Trustee have received
         confirmation that, for tax purposes, the investment complies with the
         last clause of this definition;

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provided that no instrument described hereunder shall evidence either the
right to receive (a) only interest with respect to the obligations underlying
such instrument or (b) both principal and interest payments derived from
obligations underlying such instrument and the interest and principal payments
with respect to such instrument provided a yield to maturity at par greater
than 120% of the yield to maturity at par of the underlying obligations.]

         Eligible Substitute Mortgage Loan: A Mortgage Loan substituted by the
Seller for a Defective Mortgage Loan which must, on the date of such
substitution, (i) have an outstanding Principal Balance (or in the case of a
substitution of more than one Mortgage Loan for a Defective Mortgage Loan, an
aggregate Principal Balance), not in excess of and not more than % less than
the Principal Balance of the Defective Mortgage Loan; (ii) have a Loan Rate
not less than the Loan Rate of the Defective Mortgage Loan and not more than %
in excess of the Loan Rate of such Defective Mortgage Loan; (iii) have a
Mortgage of the same or higher level of priority as the Mortgage relating to
the Defective Mortgage Loan at the time such Mortgage was transferred to the
Trust; (iv) have a remaining term to maturity not more than months earlier and
not later than the remaining term to maturity of the Defective Mortgage Loan;
(v) comply with each representation and warranty set forth in Section 2.04
(deemed to be made as of the date of substitution); (vi) have an original
Combined Loan-to-Value Ratio [not greater] than that of the Defective Mortgage
Loan; and (vii) be of the same type of Mortgaged Property as the Defective
Mortgage Loan or a detached single family residence. More than one Eligible
Substitute Mortgage Loan may be substituted for a Defective Mortgage Loan if
such Eligible Substitute Mortgage Loans meet the foregoing attributes in the
aggregate.

         ERISA-Restricted Certificate:  As defined in Section 6.02.

         Event of Default:  As defined in Section 8.01.

         Excess Overcollateralization Amount: As to any Distribution Date, the
amount by which (i) the Overcollateralization Amount for such Distribution
Date exceeds (ii) the Targeted Overcollateralization Amount for such
Distribution Date.

         Exchange Act:  The Securities Exchange Act of 1934, as amended.

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

         Fannie Mae: Fannie Mae, formerly known as The Federal National
Mortgage Association, or any successor thereto.

         Freddie Mac: Freddie Mac, formerly known as The Federal Home Loan
Mortgage Corporation, or any successor thereto.

         Final Scheduled Distribution Date: With respect to the Class A
Certificates, the Distribution Dates on: _________.

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<PAGE>

         First Lien: With respect to any Mortgage Loan which is a second
priority lien, the mortgage loan relating to the corresponding Mortgaged
Property having a first priority lien.

         Fiscal Agent:  As defined in the Certificate Insurance Policy.

         Foreclosure Profits: With respect to a Liquidated Mortgage Loan, the
amount, if any, by which (i) the aggregate of its Net Liquidation Proceeds
exceeds (ii) the related Principal Balance (plus accrued and unpaid interest
thereon at the applicable Loan Rate from the date interest was last paid
through the date of receipt of the final Liquidation Proceeds) of such
Liquidated Mortgage Loan immediately prior to the final recovery of its
Liquidation Proceeds.

         [Guaranteed Principal Amount: For any Distribution Date (other than
the Distribution Date in [ ] 200_), the amount, if any, by which the Class
Principal Balance (after giving effect to all distributions of principal on
the Class A Certificates on such Distribution Date) exceeds the [Pool
Principal Balance] at the end of the previous month. For the Distribution Date
in [ ] 200_, an amount equal to the Class Principal Balance (after giving
effect to all other distributions of principal on the Class A Certificates on
such Distribution Date).]

         [Insurance Agreement: The Insurance Agreement dated as of [ ] among
the Depositor, the Seller, the Trustee, the Servicer and the Certificate
Insurer, including any amendments and supplements thereto.]

         Insurance Proceeds: Proceeds paid by any insurer [(other than the
Certificate Insurer)] pursuant to any insurance policy covering a Mortgage
Loan or Mortgaged Property, net of any component thereof (i) covering any
expenses incurred by or on behalf of the Servicer in connection with obtaining
such proceeds, (ii) applied to the restoration or repair of the related
Mortgaged Property, (iii) released to the Mortgagor in accordance with the
Servicer's normal servicing procedures or (iv) required to be paid to any
holder of a mortgage senior to such Mortgage Loan.

         [Insured Payment: With respect to any Distribution Date, the sum of
(i) any Deficiency Amount and (ii) any Preference Amount.]

         Interest Period:

         [Late Payment Rate:  As defined in the Insurance Agreement.]

         Liquidation Loan Losses: For each Liquidated Mortgage Loan, the
amount, if any, by which the Principal Balance thereof plus accrued and unpaid
interest thereon plus unreimbursed Servicing Advances is in excess of the Net
Liquidation Proceeds realized thereon.

         Liquidated Mortgage Loan: As to any Distribution Date, any Mortgage
Loan in respect of which the Servicer has determined, in accordance with the
servicing procedures specified

                                      9
<PAGE>

herein, as of the end of the related Due Period, that all Liquidation Proceeds
which it expects to recover with respect to the liquidation of the Mortgage
Loan or disposition of the related REO Property have been recovered.

         Liquidation Proceeds: Proceeds (including Insurance Proceeds [but not
including amounts drawn under the Certificate Insurance Policy]) received in
connection with the liquidation of any Mortgage Loan or related REO Property,
whether through trustee's sale, foreclosure sale or otherwise (including
rental income).

         Loan Rate: With respect to any Mortgage Loan as of any day, the per
annum rate of interest applicable under the related Mortgage Note to the
calculation of interest for such day on the Principal Balance.

         [Loss Trigger Event: A Loss Trigger Event with respect to any
Distribution Date has occurred if cumulative Liquidation Loan Losses as of
such Distribution Date exceed the percentages of the Cut-Off Date Pool
Principal Balance set forth below with respect to such Distribution Date:

                                                 Percentage of the
                                                 Cut-Off Date Pool
Distribution Date                                Principal Balance



         Lost Note Affidavit:  The lost note affidavit signed by the Seller.

         Majority Certificateholder: The Holder or Holders of Class A
Certificates evidencing Percentage Interests in excess of 51%.

         Maximum Rate:

         Monthly Advance: An advance made by the Servicer pursuant to Section
3.16.

         Monthly Payment: The scheduled monthly payment of principal and/or
interest required to be made by a Mortgagor on the related Mortgage Loan.

         Monthly Report:  As defined in Section 5.03.

         Moody's: Moody's Investors Service, Inc., or its successors in
interest.

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

                                      10
<PAGE>

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

         Mortgage Loan Schedule: With respect to any date, the schedule of
Mortgage Loans constituting assets of the Trust. The Mortgage Loan Schedule is
the schedule set forth herein as Exhibit C, which schedule sets forth as to
each Mortgage Loan: (i) the Cut-Off Date Principal Balance, (ii) the account
number, (iii) the original principal amount, (iv) the name of the borrower,
(v) the interest rate, (vi) lien position, (vii) property state, (viii)
property zip code, (ix) property type and (x) Combined Loan-to-Value Ratio.
The Mortgage Loan Schedule will be amended from time to time to reflect the
substitution of an Eligible Substitute Mortgage Loan for a Defective Mortgage
Loan from time to time hereunder.

         Mortgage Loans: The mortgage loans that are transferred and assigned
to the Trustee on behalf of the Trust pursuant to Sections 2.01 and 2.06,
together with the Related Documents, exclusive of Mortgage Loans that are
transferred to the Seller, from time to time pursuant to Sections 2.02 and
2.06, as from time to time are held as a part of the Trust, such mortgage
loans originally so held being identified in the Mortgage Loan Schedule
delivered on the Closing Date.

         Mortgage Note: With respect to a Mortgage Loan, the note or other
evidence of indebtedness pursuant to which the related Mortgagor agrees to pay
the indebtedness evidenced thereby which is secured by the related Mortgage.

         Mortgaged Property: The underlying property, including real property
and improvements thereon, securing a Mortgage Loan.

         Mortgagor:  The obligor or obligors under a Mortgage Note.

         Net Liquidation Proceeds: With respect to any Liquidated Mortgage
Loan, Liquidation Proceeds net of unreimbursed Servicing Fees, Servicing
Advances and Monthly Advances with respect thereto.

         Net Loan Rate: With respect to any Mortgage Loan as to any day, the
Loan Rate less the sum of the Servicing Fee Rate, [the Premium Percentage] and
the Trustee Fee Rate.

         [90 Day Delinquency Amount: For any Due Period, the aggregate of the
Principal Balances of all Mortgage Loans that are 90 or more days delinquent,
in bankruptcy, in foreclosure or REO Property as of the end of such Due
Period.]

         [90 Day+ Rolling Average: With respect to any Distribution Date, the
average of the applicable 90 Day Delinquency Amounts for each of the [ ]
immediately preceding Due Periods.]

                                      11
<PAGE>

         Nonrecoverable Advances: With respect to any Mortgage Loan, (i) any
Servicing Advance or Monthly Advance previously made and not reimbursed
pursuant to Section 3.03(ii) or (ii) a Servicing Advance or Monthly Advance
proposed to be made in respect of a Mortgage Loan or REO Property which, in
the good faith business judgment of the Servicer, as evidenced by an Officer's
Certificate delivered to [the Certificate Insurer,] the Seller and the Trustee
no later than the Business Day following such determination, would not be
ultimately recoverable pursuant to Sections 3.03(ii) or 3.03(vii).

         Officer's Certificate: A certificate signed by the President, an
Executive Vice President, a Senior Vice President, a First Vice President, a
Vice President, Assistant Vice President, the Treasurer, Assistant Treasurer,
the Secretary, an Assistant Secretary, Comptroller or Assistant Comptroller or
any other authorized officer of the Servicer or the Seller, as the case may
be, and delivered to the Trustee.

         Opinion of Counsel: A written opinion of counsel reasonably
acceptable to the Trustee, who may be in-house counsel for the Servicer,
Seller or its Affiliate (except that any opinion relating to the status of the
Trust for federal tax purposes must be an opinion of independent outside
counsel) and who, in the case of opinions delivered to each of the Rating
Agencies and the Certificate Insurer, is reasonably acceptable to each of
them.

         Original Class Certificate Principal Balance: With respect to the
Class A Certificates, $[ ].

         Outstanding Class Interest Carryover Shortfall: With respect to the
Class A Certificates and any Distribution Date, the amount of Class Interest
Carryover Shortfall for such Distribution Date plus one month's interest
thereon, at the related Certificate Rate, to the extent permitted by law.

         Overcollateralization Amount: As to any Distribution Date, the
excess, if any, of (a) the [Pool Principal Balance,] as of the close of
business on the last day of the related Due Period over (b) the Class
Principal Balance (after giving effect to amounts available in respect of the
Class A Monthly Principal Distributable Amount for such Distribution Date).

         Overcollateralization Release Amount: As to any Distribution Date, an
amount equal to the lesser of (i) the related Excess Overcollateralization
Amount for such Distribution Date and (ii) Available Funds remaining after
making the distributions required to be made pursuant to Section 5.01(a)(i)
and (ii) on such Distribution Date.

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

         Paying Agent:  Any paying agent appointed pursuant to Section 6.05.

                                      12
<PAGE>

         Percentage Interest: As to any Class of Regular Certificates, the
percentage obtained by dividing the principal denomination of such Certificate
by the aggregate of the principal denominations of all Certificates of the
same Class.

         Permitted Transferee:  Any Person other than _______.

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

         Pool Principal Balance: With respect to any date, the aggregate of
the Principal Balances of all Mortgage Loans as of such date.

         [Preference Amount:  As defined in the Certificate Insurance Policy.]

         [Premium Amount: As to any Distribution Date, the product of the
Premium Percentage and the Aggregate Class Principal Balance after giving
effect to distributions to be made on such Distribution Date.]

         [Premium Percentage:  As defined in the Insurance Agreement.]

         Prepayment Assumption: The prepayment assumption described in the
Prospectus Supplement under "Prepayment and Yield Considerations."

         Prepayment Interest Shortfall: With respect to any Distribution Date,
for each Mortgage Loan that was the subject during the related Due Period of a
Principal Prepayment, an amount equal to the excess, if any, of (i) 30 days'
interest on the Principal Balance of such Mortgage Loan at the Loan Rate (or
at such lower rate as may be in effect for such Mortgage Loan pursuant to
application of the Civil Relief Act or as reduced by any Debt Service
Reduction) minus the Servicing Fee for such Mortgage Loan over (ii) the amount
of interest actually remitted by the Mortgagor in connection with such
Principal Prepayment less the Servicing Fee for such Mortgage Loan in such
month.

         Principal Balance: As to any Mortgage Loan and any day, other than a
Liquidated Mortgage Loan, the related Cut-Off Date Principal Balance, minus
all collections credited against the Principal Balance of any such Mortgage
Loan. For purposes of this definition, a Liquidated Mortgage Loan shall be
deemed to have a Principal Balance equal to the Principal Balance of the
related Mortgage Loan as of the final recovery of related Liquidation Proceeds
and a Principal Balance of zero thereafter.

         Principal Distribution Amount: With respect to any Distribution Date
[(other than the Distribution Date in [ ] 200_)], the lesser of (a) the Class
Principal Balance for such Distribution Date and (b) the Class A Principal
Distribution Amount for such Distribution Date.

                                      13
<PAGE>

[With respect to the Distribution Date in [ ] 200_, the Principal Distribution
Amount shall be the Class Principal Balance.]

         Principal Prepayment: Any payment or other recovery of principal on a
Mortgage Loan equal to the outstanding principal balance thereof, received in
advance of the final scheduled Due Date which is intended to satisfy a
Mortgage Loan in full.

         Prospectus: The base prospectus of the Depositor dated [ ], 200_.

         Prospectus Supplement: The prospectus supplement dated [ ], relating
to the offering of the Regular Certificates.

         Purchase Agreement: The Mortgage Loan Purchase Agreement, dated as of
[ ], among the Seller, as seller, and the Depositor, as purchaser, with
respect to the Mortgage Loans.

         Purchase Price: As to any Mortgage Loan purchased from the Trust on
any date pursuant to Section 2.02, 2.04 or 3.20 an amount equal to the sum of
(i) the unpaid Principal Balance thereof as of the date of purchase, (ii) the
greater of (a) all unpaid accrued interest thereon to the end of the Due
Period preceding the Distribution Date on which such Purchase Price is
included in Available Funds and (b) 30 days' interest thereon, computed at the
applicable Loan Rate; provided, however, that if at the time of repurchase the
Seller is an affiliate of the Servicer, the amount described in clause (ii)
shall be computed at the Net Loan Rate and, (iii) if the Servicer is not an
Affiliate of the Seller, (x) any unreimbursed Servicing Advances with respect
to such Mortgage Loan and (y) expenses reasonably incurred or to be incurred
by the Servicer or the Trustee in respect of the breach or defect giving rise
to the purchase obligation.

         Purchaser: The Depositor in its capacity as purchaser under the
Purchase Agreement.

         Rating Agency: Any statistical credit rating agency, or its
successor, that rated the Class A Certificates at the request of the Depositor
at the time of the initial issuance of the Certificates. If such agency or a
successor is no longer in existence, "Rating Agency" shall be such statistical
credit rating agency, or other comparable Person, designated by the Depositor
and acceptable to [the Certificate Insurer,] notice of which designation shall
be given to the Trustee. References herein to the highest short term unsecured
rating category of a Rating Agency shall mean "A-1" or better in the case of
S&P and "P-1" or better in the case of Moody's and in the case of any other
Rating Agency shall mean such equivalent ratings. References herein to the
highest long-term rating category of a Rating Agency shall mean "AAA" in the
case of S&P and "Aaa" in the case of Moody's and in the case of any other
Rating Agency, such equivalent rating.

         Rating Downgrade Event: The day on which the senior, unsecured
long-term debt rating of the Seller is less than " " by Moody's or " " by S&P.

                                      14
<PAGE>

         Record Date: [With respect to each Distribution Date (other than the
first Distribution Date), the last Business Day of the month immediately
preceding the month in which the related Distribution Date occurs. With
respect to the first Distribution Date, the Closing Date.]

         [Reimbursement Amount: As of any Distribution Date, the sum of (x)(i)
Insured Payments previously received by the Trustee and not previously re-paid
to the Certificate Insurer pursuant to Section 5.01(a)(iv) plus (ii) interest
accrued on such Insured Payment not previously repaid, calculated at the Late
Payment Rate (as defined in the Insurance Agreement) from the date the Trustee
received such Insured Payment and (y)(i) the amount of any Premium Amount not
paid on the date due plus (ii) interest on such amount at the Late Payment
Rate from the date such premium was due.]

         Related Documents:  As defined in Section 2.01.

         Released Mortgaged Property Proceeds: As to any Mortgage Loan,
proceeds received by the Servicer in connection with (a) a taking of an entire
Mortgaged Property by exercise of the power of eminent domain or condemnation
or (b) any release of part of the Mortgaged Property from the lien of the
related Mortgage, whether by partial condemnation, sale or otherwise, which
are not released to the Mortgagor in accordance with applicable law, mortgage
servicing standards the Servicer would use in servicing mortgage loans for its
own account and this Agreement.

         REO Property: A Mortgaged Property that is acquired by the Servicer
on behalf of the Trustee in foreclosure or by deed in lieu of foreclosure.

         [Replacement Event:  As defined in Section 4.02.]

         Residential Dwelling: A one- to four-family dwelling, mobile home or
manufactured home, a unit in a planned unit development, a unit in a
condominium development or a townhouse.

         Responsible Officer: When used with respect to the Trustee, any
officer of the Trustee within the Corporate Trust Office of the Trustee
including any vice president or assistant vice president, assistant treasurer,
assistant secretary, senior trust officer or trust officer or, with respect to
a particular corporate trust matter, any other officer to whom such matter is
referred because of such officer's knowledge of and familiarity with the
particular subject. When used with respect to the Seller or the Servicer, the
President or any Vice President, Assistant Vice President, Treasurer or
Assistant Treasurer or any Secretary or Assistant Secretary or any other
authorized officer of the Seller or the Servicer.

         SAIF: The Savings Association Insurance Fund, as from time to time
constituted, created under the Financial Institutions Reform, Recovery and
Enhancement Act of 1989 or, if at any time after the execution of this
Agreement the Savings Association Insurance Fund is not existing and
performing duties now assigned to it, the body performing such duties on such
date.

                                      15
<PAGE>

         Second Lien: With respect to any Mortgage Loan which is a second
priority lien, the mortgage loan relating to the corresponding Mortgaged
Property having a second priority lien.

         S&P: Standard & Poor's Ratings Services, or its successors in
interest.


         Seller: [       ], a [     ], or any successor thereto, as seller under
the Purchase Agreement.

         Servicer: [ ], a [               ], or any successor thereto or
any successor hereunder.

         Servicing Advances: All reasonable and customary "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 the Mortgaged Property, (ii) any
enforcement or judicial proceedings, including foreclosures, (iii) the
management and liquidation of the REO Property, including reasonable fees paid
to any independent contractor in connection therewith, (iv) compliance with
the obligations under Section 3.07 and (v) in connection with the liquidation
of a Mortgage Loan, expenditures relating to the purchase or maintenance of
the First Lien pursuant to Section 3.17, all of which reasonable and customary
out-of-pocket costs and expenses are reimbursable to the Servicer to the
extent provided in Sections 3.03(ii) and 3.03(vii) and 3.07.

         Servicing Certificate: A certificate completed and executed by a
Servicing Officer on behalf of the Servicer.

         Servicing Fee: As to each Distribution Date and each Mortgage Loan,
the annual fee payable to the Servicer as provided herein, which subject to
Section 3.21 is calculated as an amount equal to the product of the Servicing
Fee Rate and the Principal Balance thereof at the beginning of the related Due
Period.

         Servicing Fee Rate:  [ ]% 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 specimen signature appear on a list of servicing officers furnished
to the Trustee [(with a copy to the Certificate Insurer)] by the Servicer, as
such list may be amended from time to time, initially set forth in Exhibit J
hereto.

         Stepdown Date: The date which is the later of the date on which
principal in the amount of [ ] of the Cut-Off Date Pool Principal Balance has
been received by the Class A Certificateholders and the [ ] Distribution Date
following the Closing Date.

         Substitution Adjustment: As to any date on which a substitution
occurs pursuant to Section 2.06, the sum of (a) the excess of (i) the
aggregate Principal Balances of all Defective Mortgage Loans to be replaced by
Eligible Substitute Mortgage Loans (after application of

                                      16
<PAGE>

principal payments received on or before the date of substitution of any
Eligible Substitute Mortgage Loans as of the date of substitution) over (ii)
the Principal Balance of such Eligible Substitute Mortgage Loans and (b) the
greater of (x) accrued and unpaid interest (accruing at the Loan Rate for such
Defective Mortgage Loan) on such excess through the Due Period relating to the
Distribution Date for which such Substitution Adjustment will be included as
part of Available Funds and (y) 30 days' interest on such excess calculated on
a 360-day year in each case at the Loan Rate (or Net Loan Rate if the Seller
is an affiliate of the Servicer) and (c) if the Servicer is not the Seller,
the amount of any unreimbursed Servicing Advances made by the Servicer with
respect to such Defective Mortgage Loan.

         Supplemental Mortgage Loan Schedule:  As defined in Section 2.06(b).

         Targeted Overcollateralization Amount:

         (A)      With respect to any Distribution Date on or prior to the
                  Stepdown Date, the product of [ ]% and the [Cut-Off Date
                  Pool Principal Balance;]

         (B)      For any Distribution Date after the Stepdown Date, the
                  greater of (i) the product of [ ]% and the [Pool Principal
                  Balance] as of the last day of the related Due Period and
                  (ii)(a) if, with respect to such Distribution Date, the
                  Delinquency Percentage exceeds [ ]%, [ ]% of the aggregate
                  Principal Balance of the Mortgage Loans that are [60] or
                  more days past due or delinquent, or in bankruptcy or
                  foreclosure or REO Property or (b) if, with respect to such
                  Distribution Date, the Delinquency Percentage is equal to or
                  greater than [ ]% but less than [ ]%, [ ]% of the aggregate
                  Principal Balance of all Mortgage Loans that are [90] or
                  more days past due or delinquent or in bankruptcy or
                  foreclosure or an REO Property;

         (C)      Notwithstanding clauses (A) above, for any Distribution Date
                  on or prior to the Stepdown Date, (1) if the Delinquency
                  Percentage, with respect to such Distribution Date, is equal
                  to or greater than [ ]%, the Targeted Overcollateralization
                  Amount will be the greater of (i) the product of [ ]% and
                  the [Cut-Off Date Pool Principal Balance] and (ii) [ ]% of
                  the aggregate Principal Balance of all Mortgage Loans which
                  are [60] or more days past due or delinquent, or in
                  bankruptcy or in foreclosure or REO Property and (2) if the
                  Delinquency Percentage, with respect to such Distribution
                  Date, is greater than or equal to [ ]% but less than [ ]%,
                  the Targeted Overcollateralization Amount shall be the
                  greater of (i) the product of [ ]% and the Cut-Off Date Pool
                  Principal Balance and (ii) [ ]% of the aggregate Principal
                  Balance of all Mortgage Loans which are [90] or more days
                  past due or delinquent, in bankruptcy or in foreclosure or
                  REO Property.

         Transfer Date:  The Closing Date.

         Transferor Interest: The interest in the Trust that is not
represented by the Class A Certificates.

                                      17
<PAGE>

         Trigger Event: A Trigger Event occurs on a Distribution Date if any
of the following has occurred and is continuing on such Distribution Date:

         (i)      a Loss Trigger Event has occurred in respect of such
                  Distribution Date;

         (ii)     with respect to any Distribution Date, cumulative
                  Liquidation Loan Losses for the Mortgage Loans for any
                  -month period exceed [ ]% of the Cut-off Date Pool Principal
                  Balance;

         (iii)    the Delinquency Percentage for such Distribution Date
                  exceeds [ ]%.

         Trust: The trust created by this Agreement which shall be entitled "[
] Home Equity Loan Trust 200_-_," the corpus of which consists of the Mortgage
Loans, such assets as shall from time to time be deposited in the Collection
Account and the Distribution Account in accordance with this Agreement,
property that secured a Mortgage Loan and that has become REO Property, [the
Certificate Insurance Policy,] certain hazard insurance policies maintained by
the Mortgagors or the Servicer in respect of the Mortgage Loans and an
assignment of the Depositor's rights under the Purchase Agreement and all
proceeds of each of the foregoing.

         Trustee Fee: The fee owed to the Trustee pursuant to a letter
agreement between the Servicer and the Trustee.

         Trustee Fee Rate: The per annum rate at which the Trustee Fee is
calculated.

         UCC: The Uniform Commercial Code, as amended from time to time, as in
effect in any specified jurisdiction.

         Voting Rights: The portion of the aggregate voting rights of all the
Certificates evidenced by a Certificate. At all times during the term of this
Agreement, the Voting Rights shall be allocated among Holders of the Regular
Certificates in proportion to the Original Class Certificate Principal
Balances of their respective Classes. Voting Rights allocated to a Class of
Certificates shall be allocated among the Certificates of each such Class in
accordance with their respective Percentage Interests. The Holders of the
Class R Certificates shall have no Voting Rights.

         Section 1.02 Interest Calculations. All calculations of interest that
are made in respect of the Principal Balance of a Simple Interest Loan shall
be made on the basis of a 365-day year and the actual number of days elapsed.
All calculations of interest that are made in respect of the Principal Balance
of each Mortgage Loan (other than Simple Interest Loans) shall be made on the
basis of a 360-day year consisting of twelve 30-day months. The Certificate
Rate for the Regular Certificates shall be calculated on the basis of a
360-day year consisting of twelve 30-day months. The calculation of the
Servicing Fee and the Trustee Fee shall be made on the basis of a 360-day year
consisting of twelve 30-day months. All dollar amounts calculated hereunder
shall be rounded to the nearest penny with one-half of one penny being rounded
down.

                                      18
<PAGE>

                                 ARTICLE II.

                         Conveyance of Mortgage Loans;
                      Original Issuance of Certificates;
                                 Tax Treatment

         Section 2.01 Conveyance of Mortgage Loans. The Depositor,
concurrently with the execution and delivery of this Agreement, does hereby
transfer, assign, sell, set over and otherwise convey to the Trustee for the
benefit of the Certificateholders without recourse (subject to Sections 2.02
and 2.04) (i) all of its right, title and interest in and to each Mortgage
Loan, including the Cut-Off Date Principal Balance, and all collections in
respect of interest and principal received on or after the Cut-Off Date; (ii)
property which secured such Mortgage Loan and which has been acquired by
foreclosure or deed in lieu of foreclosure; (iii) its interest in any
insurance policies in respect of the Mortgage Loans; (iv) all proceeds of any
of the foregoing; and (v) the Depositor's rights under the Purchase Agreement
with respect to the representations and warranties of the Seller thereunder
together with all rights of the Depositor to require the Seller to cure any
breach thereof or to repurchase or substitute for any affected Mortgage Loan
in accordance with the Purchase Agreement. [In addition, on or prior to the
Closing Date, the Seller shall cause the Certificate Insurer to deliver the
Certificate Insurance Policy to the Trustee.]

         Within days of an Assignment Event, the Seller shall deliver to the
Trustee, the following documents or instruments with respect to each Mortgage
Loan (the "Related Documents"), on or prior to the Closing Date the Seller
shall deliver to the Trustee the Mortgage Loan Schedule in computer readable
format:

                  (i) the original Mortgage Note, endorsed in blank, with all
         intervening endorsements showing a complete chain of title from the
         originator of such Mortgage Loan to the Seller or a copy of such
         original Mortgage Note with an accompanying Lost Note Affidavit;

                  (ii) the original Mortgage, with evidence of recording
         thereon, provided that if the original Mortgage has been delivered
         for recording to the appropriate public recording office of the
         jurisdiction in which the Mortgaged Property is located but has not
         yet been returned to the Seller by such recording office, the Seller
         shall deliver to the Trustee a certified true copy of such original
         Mortgage to be so certified by the applicable originator, together
         with a certificate of the Seller certifying that such original
         Mortgage has been so delivered to such recording office; in all such
         instances, the Seller shall deliver or cause to be delivered the
         original recorded Mortgage to the Trustee promptly upon receipt of
         the original recorded Mortgage; provided that an Assignment Event
         shall have occurred;

                                      19
<PAGE>

                  (iii) the original Assignment of Mortgage, from the Seller
         in blank or to "[ ], as Trustee for [ ] Home Equity Loan Trust
         200_-_", which assignment shall be in form and substance acceptable
         for recording;

                  (iv) the original attorney's opinion of title or the
         original policy of title insurance, provided that if any such
         original policy of title insurance has not yet been received by the
         Seller, the Seller shall deliver to the Trustee a copy of such policy
         or a title insurance binder or commitment for the issuance of such
         policy;

                  (v) originals of all intervening assignments of Mortgage,
         with evidence of recording thereon, showing a complete chain of title
         from the originator to the Seller, provided that if any such original
         -------- intervening assignment of Mortgage has been delivered for
         recording to the appropriate public recording office of the
         jurisdiction in which the Mortgaged Property is located but has not
         yet been returned to the Seller by such recording office, the Seller
         shall deliver to the Trustee a certified true copy of such original
         assignment of Mortgage to be so certified by the applicable
         originator, together with a certificate of the Seller certifying that
         such original assignment of Mortgage has been so delivered to such
         recording office; in all such instances, the Seller shall deliver or
         cause to be delivered any such original assignments to the Trustee
         promptly upon receipt thereof, provided that an Assignment Event
         shall have occurred; and

                  (vi) originals of all assumption and modification
         agreements, if any.

         Except as herein provided, the Seller shall, as custodian and for the
benefit of the Trustee, the Certificateholders [and the Certificate Insurer,]
be entitled to maintain possession of the foregoing documents and instruments
described above and shall not be required to deliver any of them to the
Trustee. In the event, however, that possession of any such documents or
instruments is required by any Person (including the Trustee) acting as
successor Servicer pursuant to Section 8.02 in order to carry out the duties
of the Servicer hereunder, then such successor servicer shall be entitled to
request delivery, at the expense of the Servicer, of such documents or
instruments by the Servicer and to retain such documents or instruments for
servicing purposes; provided that the Trustee or such successor servicers
shall maintain such documents at such offices as may be required by any
regulatory body having jurisdiction over such Mortgage Loans.

         The Seller hereby confirms to the Trustee that it has made the
appropriate entries in its general accounting records, to indicate that such
Mortgage Loans have been transferred to the Trustee and constitute part of the
Trust in accordance with the terms of the trust created hereunder.

         [The Certificate Insurer shall have the right to declare an
Assignment Event if, in its judgment, it is necessary to declare an Assignment
Event in order to protect its interest.]

                                      20
<PAGE>

         The Trustee agrees, for the benefit of Certificateholders, within
days following the receipt of the Mortgage Files after an Assignment Event, to
certify (in the form of Exhibit M-2) to the Seller, the Depositor, [the
Certificate Insurer] and the Servicer that it has reviewed each Mortgage File
and that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other
than any Mortgage Loan paid in full or any Mortgage Loan specifically
identified in the certification as not covered by such certification), (i) all
documents constituting part of such Mortgage File required to be delivered to
it pursuant to paragraphs (i) - (iv) of Section 2.01(a) are in its possession,
(ii) such documents have been reviewed by it, appear to be what they purport
to be and relate to such Mortgage Loan, (iii) based on its examination and
only as to the foregoing, the information set forth in the Mortgage Loan
Schedule which corresponds to items (ii), (iii) and (iv) of the definition of
"Mortgage Loan Schedule" accurately reflects information set forth in the
Mortgage File. If within such -day period, the Trustee finds any document
constituting a part of the Mortgage File not to have been executed or received
or to be unrelated to the Mortgage Loans identified in said Mortgage Loan
Schedule or, if in the course of its review, the Trustee determines that such
Mortgage File is otherwise defective in any material respect, the Trustee
shall notify the parties, and the Seller shall have a period of days after
such notice (subject to Section 2.02) within which to correct or cure any such
defect or to purchase such Mortgage Loan at the related Purchase Price or
substitute on Eligible Substitute Mortgage Loan therefor pursuant to Section
2.06.

         The Trustee shall have no responsibility for reviewing any Mortgage
File except as expressly provided in this Section 2.01. In reviewing any
Mortgage File pursuant to this Section, the Trustee shall have no
responsibility for determining whether any document is valid and binding,
whether the text of any assignment or endorsement is in proper or recordable
form (except, if applicable, to determine if the Trustee is the assignee or
endorsee), whether any document has been recorded in accordance with the
requirements of any applicable jurisdiction, or whether a blanket assignment
is permitted in any applicable jurisdiction, whether any Person executing any
document is authorized to do so or whether any signature thereon is genuine,
but shall only be required to determine whether a document has been executed,
that it appears to be what it purports to be, and, where applicable, that it
purports to be recorded.

         Within   days of an Assignment Event, the Servicer shall, with respect
to each Mortgage Loan with respect to which the related Mortgaged Property is
located in ____________, at its expense, either (x) record an Assignment of
Mortgage in favor of the Trustee (which may be a blanket assignment if
permitted by applicable law) in the appropriate real property or other records
or (y) deliver to the Trustee an Opinion of Counsel addressed to the Trustee
and the Certificate Insurer to the effect that recording is not required to
protect the Trustee's right, title and interest in and to the related Mortgage
Loan or, in case a court should recharacterize the sale of the Mortgage Loans
as a financing, to perfect a first priority security interest in favor of the
Trustee in the related Mortgage Loan, which Opinion of Counsel also shall be
reasonably acceptable to each of the Rating Agencies (as evidenced in writing,
a copy of which shall be delivered to the Trustee) and the Certificate
Insurer. The Trustee is hereby appointed as the attorney-in-fact of the
Servicer with the power (subject to Section 9.03) to prepare, execute and

                                      21
<PAGE>

record Assignments of Mortgages in the event that the Servicer fails to do so
on a timely basis as provided in this paragraph.

         Section 2.02 Acceptance by Trustee. The Trustee hereby acknowledges
the sale and assignment of the Mortgage Loans. The Trustee hereby acknowledges
its receipt of the Certificate Insurance Policy. If the Seller is given notice
of an omission or defect under Section 2.01 and if the Seller does not correct
or cure such omission or defect within the 60-day period following such
notice, the Seller shall purchase the related Mortgage Loan from the Trust or
substitute an Eligible Substitute Mortgage Loan for such Mortgage Loan on the
Determination Date in the month following the month in which such 60-day
period expired at the Purchase Price of such Mortgage Loan or in accordance
with Section 2.06, as applicable. The Purchase Price for the purchased
Mortgage Loan which is purchased as described in the preceding sentence shall
be deposited in the Collection Account no later than the Business Day prior to
the next succeeding Distribution Date after such obligation arises; provided
that, upon receipt by the Trustee of written notification of such deposit
signed by an officer of the Seller, the Trustee shall release to the Seller
the related Mortgage File and the Trustee shall execute and deliver such
instruments of transfer or assignment, prepared by and at the expense of the
Seller, in each case without recourse, representation or warranty as shall be
necessary to vest in the Seller or its designee any Mortgage Loan released
pursuant hereto. It is understood and agreed that the obligation of the Seller
to purchase any Mortgage Loan or substitute an Eligible Substitute Mortgage
Loan for such Mortgage Loan as to which a material defect in or omission of a
constituent document exists shall constitute the sole remedy against the
Seller respecting such defect or omission available to the Certificate
Insurer, the Certificateholders or the Trustee on behalf of
Certificateholders. An Opinion of Counsel to the effect set forth in Section
2.06(d) shall be delivered to the Trustee in connection with any such
repurchase.

         The Servicer, promptly following the transfer of (i) a Defective
Mortgage Loan from or (ii) an Eligible Substitute Mortgage Loan to the Trust
pursuant to this Section 2.02 and Section 2.06, as the case may be, shall
amend the Mortgage Loan Schedule and deliver a copy of such amended Schedule
to the Trustee and make appropriate entries in its general account records to
reflect such transfer and the addition of any Eligible Substitute Mortgage
Loan, if applicable.

         Section 2.03 Representations and Warranties Regarding the Seller and
the Servicer. (a) The Seller and the Servicer each represent and warrant each
as to itself that, as of the Transfer Date:

                  (i) [Each of the Seller and the Servicer is a [ ], validly
         existing under the laws of [ ] and continues to hold a valid
         certificate to do business as such, and has the power to own its
         assets and to transact the business in which it is currently engaged.
         Each of the Seller and the Servicer is duly authorized to transact
         business and is in good standing in each jurisdiction in which the
         character of the business transacted by it or any properties owned or
         leased by it requires such authorization and in which the failure to
         be so authorized would have a material adverse

                                      22
<PAGE>

         effect on the business, properties, assets, or condition (financial
         or other) of each of the Seller and the Servicer and their respective
         subsidiaries, considered as one enterprise;

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

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

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

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

                  (vi) No certificate of an officer, statement furnished in
         writing or report delivered pursuant to the terms hereof by the
         Seller or the Servicer contains any untrue statement of a material
         fact or omits to state any material fact necessary to make the
         certificate, statement or report not misleading;

                  (vii) The transactions contemplated by this Agreement are in
         the ordinary course of the Seller's and the Servicer's business;

                                      23
<PAGE>

                  (viii) Neither the Seller nor the Servicer is insolvent, nor
         will the Seller or the Servicer be made insolvent by the transfer of
         the Mortgage Loans, nor is the Seller or the Servicer aware of any
         pending insolvency;

                  (ix) [Reserved]

                  (x) There are no actions or proceedings against, or
         investigations of it, pending or, to its knowledge, threatened,
         before any court, administrative agency or other tribunal (A) that,
         if determined adversely, would prohibit the Seller or the Servicer
         from entering into this Agreement, (B) seeking to prevent the
         consummation of any of the transactions contemplated by this
         Agreement or (C) that, if determined adversely, would prohibit or
         materially and adversely affect the Seller's and the Servicer's
         performance of any of their respective obligations under, or the
         validity or enforceability of, this Agreement;

                  (xi) The Servicer represents and warrants that the
         collection practices used by the Servicer with respect to the
         Mortgage Loans have been, in all material respects, legal, proper,
         prudent and customary in the home equity mortgage servicing business;

                  (xii) The Seller represents and warrants that it did not
         sell the Mortgage Loans to the [Depositor] as Purchaser under the
         Purchase Agreement with any intent to hinder, delay or defraud any of
         its creditors; and the Seller will not be rendered insolvent as a
         result of the sale of the Mortgage Loans under the Purchase
         Agreement;

                  (xiii) The Seller represents and warrants that it acquired
         title to the Mortgage Loans in good faith, without notice of any
         adverse claim; and

                  (xiv) The Seller represents and warrants that the transfer,
         assignment and conveyance of the Mortgage Notes and the Mortgages by
         the Seller pursuant to the Purchase Agreement are not subject to the
         bulk transfer laws or any similar statutory provisions in effect in
         any applicable jurisdiction.

         (b) The representations and warranties set forth in this Section
shall survive the sale and assignment of the Mortgage Loans to the Trust. Upon
discovery of a breach of any representations and warranties which materially
and adversely affects the interests of the Certificateholders [or the
Certificate Insurer,] the Person discovering such breach shall give prompt
written notice to the other parties [and the Certificate Insurer]. Within days
of its discovery or its receipt of notice of breach or, with the prior written
consent of a Responsible Officer of the Trustee, such longer period specified
in such consent, the Seller or the Servicer, as appropriate, shall cure such
breach in all material respects.

         Section 2.04 Representations and Warranties of the Seller Regarding
the Mortgage Loans. (a) The Seller represents and warrants to the Trust, [the
Certificate Insurer] and the Trustee on behalf of the Certificateholders as
follows as of the Transfer Date:

                                      24
<PAGE>

                  (i) All information set forth as to the Mortgage Loans in
         the Mortgage Loan Schedule attached hereto as Exhibit C, is complete,
         true and correct in all material respects; the Mortgage File
         delivered by the Seller to the Purchaser or its designee includes all
         of the Seller's records and documents with respect to the Mortgage
         Loans; and at the time of origination the Mortgage Loans conformed to
         the Underwriting Guidelines as set forth in the Prospectus
         Supplement;

                  (ii) All payments required under the terms of the Mortgage
         Notes to have been made up to 30 days prior to the Closing Date have
         been made, other than with respect to [ ]% of the Mortgage Loans (by
         Cut-off Date Principal Balance) which are between [ ] and [ ] days
         past due. No Mortgage Loan is more than 59 days past due;

                  (iii) No Mortgage Note or Mortgage has been assigned or
         pledged, and the Seller has good and marketable title thereto and is
         the sole owner thereof and has the full right to transfer and sell
         the Mortgage Loans to the Purchaser free and clear of any
         encumbrance, equity, lien, pledge, charge, claim or security
         interest. Immediately upon the transfer and assignment herein
         contemplated, the Seller shall have transferred all of its right,
         title and interest in and to each Mortgage Loan to the Purchaser (or
         its assignee) and the Purchaser (or its assignee) will hold good,
         marketable and indefeasible title, to and be the sole owner of each
         Mortgage Loan subject to no Liens;

                  (iv) All parties to the Mortgage Notes and the Mortgages had
         legal capacity to enter into the Mortgage Notes and the Mortgages and
         to execute and deliver such Mortgage Note and Mortgage; the Mortgage
         Notes and the Mortgages have been duly and properly executed and
         delivered by such parties; the Mortgage Notes and the Mortgages are
         in every respect genuine and are the legal, valid, binding and
         enforceable obligations of the related Mortgagor; and the Mortgage
         Notes and the Mortgages contain customary, valid, legal and
         enforceable provisions which render the rights and remedies of the
         holder thereof adequate for the realization against the Mortgaged
         Property of the benefits of the security, including, (i) in the case
         of a Mortgage designated as a deed of trust, by trustee's sale, and
         (ii) otherwise by judicial or non-judicial foreclosure;

                  (v) The proceeds of the Mortgage Loans, including any
         escrows of such proceeds, have been fully disbursed; the Mortgage
         Notes and the Mortgages are not subject to any right of rescission,
         set-off, counterclaim or defense, including the defense of usury, nor
         will the operation of any of the terms of the Mortgage Notes or the
         Mortgages, or the exercise of any right thereunder, render the
         Mortgage Notes or Mortgages unenforceable, or subject to any right of
         rescission, set-off, counterclaim or defense, including the defense
         of usury, and no such right of rescission, set-off, counterclaim or
         defense has been asserted with respect thereto;

                  (vi) No Mortgagor has been released from liability on any
         Mortgage Note and no property has been released from the related
         Mortgage;

                                      25
<PAGE>

                  (vii) Any and all requirements of any federal, state or
         local law including without limitation, usury, truth in lending, real
         estate settlement procedures, consumer credit protection, equal
         credit opportunity or disclosure laws applicable to the Mortgage
         Loans and the transfer thereof hereunder (including notice of
         transfer of servicing to the Servicer) have been complied with, in
         all material respects, in the origination, servicing and collection
         of the Mortgage Loans;

                  (viii) Each Mortgagor has executed a statement to the effect
         that such Mortgagor has received all disclosure materials including
         the notice of the right of cancellation or rescission required by
         applicable law with respect to the making of the Mortgage Loan and
         any waiver of any right of cancellation or rescission exercised by
         the Mortgagor was in accordance with applicable law and is binding on
         the Mortgagor;

                  (ix) Each Mortgage was recorded in the appropriate public
         office of land evidence records concurrently with the origination of
         such Mortgage Loan so as to perfect the lien of the Mortgage under
         the law of the jurisdiction in which the Mortgaged Property is
         located; and each Mortgage is a valid, subsisting and enforceable
         lien on such Mortgaged Property, including all improvements on the
         Mortgaged Property securing all advances made through the Closing
         Date, subject only to (a) the permitted prior encumbrance under the
         terms of the Mortgage Note, (b) the lien of current real property
         taxes and assessments not yet due and payable, (c) covenants,
         conditions and restrictions, rights of way, easements and other
         matters of the public record as of the date of recording acceptable
         to mortgage lending institutions generally and which do not adversely
         affect the use, value or marketability of the Mortgaged Properties,
         and (d) other matters to which like properties are commonly subject
         which do not materially interfere with or adversely affect the
         benefits of the security intended to be provided by the Mortgage or
         the use, enjoyment, value or marketability of the related Mortgaged
         Property;

                  (x) The Seller has not received notice of: (1) any
         proceeding for the total or partial condemnation of any Mortgaged
         Property, (2) any subsequent, intervening mortgage, lien, attachment,
         lis pendens or other encumbrance affecting any Mortgaged Property or
         (3) or any default under any mortgage, lien or other encumbrance
         senior to each Mortgage;

                  (xi) To the best of Seller's knowledge, no Mortgagor in
         respect of a Mortgage Loan is deceased; there is no proceeding
         pending for relief by or against any such Mortgagor under the Federal
         Bankruptcy Code or any state insolvency law, except with respect to
         ___% of the Mortgage Loans by Cut-off Date Pool Principal Balance;
         and there are no circumstances or conditions with respect to a
         Mortgaged Property or any such Mortgagor that can reasonably be
         expected to cause the Mortgage Loan to become delinquent or to affect
         adversely the value or marketability of the Mortgaged Property;

                  (xii) Where required or customary in the jurisdiction in
         which the Mortgaged Property is located, the original lender has
         filed for record a request for notice of any

                                      26
<PAGE>

         action by a senior lienholder under a senior lien, and the original
         lender has notified any senior lienholder in writing of the existence
         of the Mortgage Loan and requested notification of any action to be
         taken against the Mortgagor by the senior lienholder;

                  (xiii) [Reserved]

                  (xiv) The appraisal made in connection with each Mortgage
         Loan was performed by a qualified appraiser in accordance with the
         requirements of the Financial Institutions Reform, Recovery and
         Enforcement Act of 1989 applicable to federally related mortgage
         loans;

                  (xv) To the best of the Seller's knowledge, all improvements
         which were considered in determining the appraised value of a
         Mortgaged Property lay wholly within the boundaries and building
         restriction lines of the Mortgaged Property, and no improvements on
         adjoining properties encroach upon the Mortgaged Property;

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

                  (xvii) Each Mortgage Note and Mortgage contains a provision
         (a "due-on-sale clause") for the acceleration of the payment of the
         unpaid principal balance of the Mortgage Loan in the event the
         related Mortgaged Property is sold without the prior consent of the
         mortgagee thereunder, unless prohibited by the law of the
         jurisdiction in which the Mortgaged Property is located;

                  (xviii) The Mortgaged Properties consist of real property
         with a detached single family residence erected thereon, or a
         two-to-four family dwelling, which may be a mobile home or a
         manufactured home treated as real property, or an individual
         condominium unit or an individual unit in a planned unit development
         none of which is a cooperative apartment and 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;

                  (xix) To the best of the Seller's knowledge, each Mortgaged
         Property is free of material damage and is in good repair;

                  (xx) To the best of the Seller's knowledge, there is no
         proceeding pending or threatened for the total or partial
         condemnation of any Mortgaged Property, nor is such a proceeding
         currently occurring;

                                      27
<PAGE>

                  (xxi) To the best of the Seller's knowledge, all parties
         which have had any interest in the Mortgage Loan, whether as
         originator, mortgagee, assignee, pledgee, servicer or otherwise, are
         (or, during the period in which they held and disposed of such
         interest, were) (i) in compliance with any and all applicable
         licensing requirements of the laws of the state wherein the Mortgaged
         Property is located and (ii)(A) organized under the laws of such
         state, or (B) qualified to do business in such state, or (C) federal
         savings and loan associations or national banks having principal
         offices in such state, or (D) not doing business in such state so as
         to require qualification or licensing;

                  (xxii) As of the Closing Date, the Mortgage File relating to
         each Mortgage Loan contains each of the documents and instruments
         specified to be included therein;

                  (xxiii) Each Mortgage Note in respect of a Mortgage Loan
         provides for level monthly payments sufficient to fully amortize the
         principal balance of such Mortgage Note on its maturity date. No
         Mortgage Loan provides for negative amortization;

                  (xxiv) With respect to each Mortgage Loan, either (i) a
         lenders title insurance policy, issued in standard American Land
         Title Association or California Land Title Association form, or other
         form acceptable in a particular jurisdiction, by a title insurance
         company authorized to transact business in the state in which the
         related Mortgaged Property is situated in an amount at least equal to
         the original principal balance of such Mortgage Loan insuring the
         mortgagees interest under the related Mortgage Loan as the holder of
         a valid first or second mortgage lien of record on the real property
         described in the Mortgage, was valid and in full force and effect on
         the date of the origination of such Mortgage Loan and as of the
         Closing Date or (ii) an attorneys opinion of title was prepared in
         connection with the origination of such Mortgage Loan;

                  (xxv) No more than [ ]% of the Mortgage Loans (by the
         Cut-Off Date Pool Principal Balance) are secured by Mortgaged
         Properties located within any single zip code area;

                  (xxvi) No Mortgage Loan is subject to the Home Ownership and
         Equity Protection Act of 1994;

                  (xxvii) The Mortgage Loans were not selected by the Seller
         for inclusion in the Trust on any basis intended to adversely affect
         the Trust [or the Certificate Insurer;]

                  (xxviii) Each Mortgage Loan was purchased by the Seller and
         underwritten pursuant to terms consistent with the guidelines set
         forth in the Prospectus Supplement;

                  (xxix) (a) No more than [ ]% of the Mortgage Loans (by
         Cut-Off Date Pool Principal Balance), are secured by real property
         improved by two- to four-family dwellings, (b) no more than [ ]% of
         the Mortgage Loans (by the Cut-Off Date Pool Principal Balance) are
         secured by condominiums and (c) at least [ ]% of the Mortgage

                                      28
<PAGE>

         Loans (by Cut-Off Date Pool Principal Balance), are secured by real
         property with a one-family residence erected thereon;

                  (xxx) No Mortgage Loan had a Combined Loan-to-Value Ratio at
         the time of origination of more than [ ]%;

                  (xxxi) No more than [ ]% of the Mortgage Loans (by Cut-Off
         Date Pool Principal Balance), are secured by Mortgaged Properties
         that are non-owner occupied properties;

                  (xxxii) [Reserved]

                  (xxxiii) As of the Closing Date, the Seller has not received
         a notice of default of a First Lien which has not been cured;

                  (xxxiv) The Seller has not transferred the Mortgage Loans to
         the Purchaser with any intent to hinder, delay or defraud any of its
         creditors;

                  (xxxv) No Mortgagor has requested relief under the Soldiers'
         and Sailors' Civil Relief Act of 1940, as amended;

                  (xxxvi) No more than [ ]% of the Mortgage Loans (by the
         Cut-Off Date Pool Principal Balance) are subject to a ground lease;

                  (xxxvii) The transfer, assignment and conveyance of the
         Mortgage Notes and the Mortgages by the Depositor pursuant to this
         Agreement are not subject to the bulk transfer laws or any similar
         statutory provisions in effect in any applicable jurisdiction;

                  (xxxviii) No First Lien or Second Lien provides for negative
         amortization;

                  (xxxix) None of the Mortgage Loans are retail installment
         contracts for goods or services or are home improvement loans for
         goods or services, which would be either "consumer credit contracts"
         or "purchase money loans" as such terms are defined in 16 C.F.R.
         Section 433.1;

                  (xl) To the best of the Seller's knowledge, no Mortgaged
         Property was, as of the Cut-Off Date, located within a one-mile
         radius of any site listed in the National Priorities List as defined
         under the Comprehensive Environmental Response, Compensation and
         Liability Act of 1980, as amended, or on any similar state list of
         hazardous waste sites which are known to contain any hazardous
         substance or hazardous waste;

                  (xli) To the best knowledge of the Seller, no improvement
         located on or being part of the Mortgaged Property is in violation of
         any applicable zoning law or regulation; and

                                      29
<PAGE>

                  (xlii) This Agreement is and shall remain at all times prior
         to the termination hereof an official record of the Seller as
         referred to in Section 13(e) of the Federal Deposit Insurance Act, as
         amended by 12 U.S.C. Section 1823(e).

         With respect to the representations and warranties set forth in this
Section that are made to the best of the Seller's knowledge or as to which the
Seller has no knowledge, if it is discovered by the Depositor, the Seller, the
Servicer, [the Certificate Insurer] or the Trustee that the substance of such
representation and warranty is inaccurate and such inaccuracy materially and
adversely affects the value of the related Mortgage Loan then, notwithstanding
the Seller's lack of knowledge with respect to the substance of such
representation and warranty being inaccurate at the time the representation or
warranty was made, such inaccuracy shall be deemed a breach of the applicable
representation or warranty and the Seller shall cure such breach, repurchase
the related Mortgage Loan at the Purchase Price or substitute an Eligible
Substitute Mortgage Loan therefor pursuant to Section 2.06 hereof.

         (b) It is understood and agreed that the representations and
warranties set forth in this Section shall survive the conveyance of the
Mortgage Loans and the delivery of the respective Mortgage Files to the
Trustee and the termination of the rights and obligations of the Servicer
pursuant to Section 7.04 or 8.01. Upon discovery by the Depositor, the Seller,
the Servicer, [the Certificate Insurer] or the Trustee of a breach of any of
the foregoing representations and warranties, without regard to any limitation
set forth therein concerning the knowledge of the Seller as to the facts
stated therein, which materially and adversely affects the value of the
related Mortgage Loan or the interests of the Trust, the Certificateholders or
the [Certificate Insurer] in such Mortgage Loan, the party discovering such
breach shall give prompt written notice to the other parties [and the
Certificate Insurer]. Within days of its discovery or its receipt of notice of
breach, the Seller shall use all reasonable efforts to cure such breach in all
material respects or shall purchase such Mortgage Loan from the Trust or
substitute an Eligible Substitute Mortgage Loan as provided in Section 2.06
for such Mortgage Loan. Any such purchase by the Seller shall be at the
Purchase Price and in each case shall be accomplished in the manner set forth
in Section 2.02. It is understood and agreed that the obligation of the Seller
to cure, substitute or purchase any Mortgage Loan as to which such a breach
has occurred and is continuing shall constitute the sole remedies against the
Seller respecting such breach available to Certificateholders or the Trustee
on behalf of Certificateholders.

         Section 2.05 Representations and Warranties of the Depositor. (a) The
Depositor represents and warrants to the Trust and the Trustee on behalf of
the Certificateholders as follows:

                  (i) This Agreement constitutes a legal, valid and binding
         obligation of the Depositor, enforceable against the Depositor in
         accordance with its terms, except as enforceability may be limited by
         applicable bankruptcy, insolvency, reorganization, moratorium or
         other similar laws now or hereafter in effect affecting the
         enforcement of

                                      30
<PAGE>

         creditors' rights in general and except as such enforceability may be
         limited by general principles of equity (whether considered in a
         proceeding at law or in equity);

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

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

                  (iv) The Depositor has not transferred the Mortgage Loans to
         the Trustee on behalf of the Trust with any intent to hinder, delay
         or defraud any of its creditors; and

                  (v) The Depositor has been duly incorporated and is validly
         existing as a limited liability company in good standing under the
         laws of Delaware, with full power and authority to own its assets and
         conduct its business as presently being conducted.

         Section 2.06 Substitution of Mortgage Loans. (a) On a Determination
Date which is on or before the date on which the Seller would otherwise be
required to repurchase a Mortgage Loan under Section 2.02 or 2.04, the Seller
may deliver to the Trustee one or more Eligible Substitute Mortgage Loans in
substitution for any one or more of the Defective Mortgage Loans which the
Seller would otherwise be required to repurchase pursuant to Sections 2.02 or
2.04. In connection with any such substitution, the Seller shall calculate the
Substitution Adjustment, if any, and shall deposit such amount to the
Collection Account on or before the Business Day prior to the Distribution
Date in the month succeeding the calendar month during which the related
Mortgage Loan became required to be purchased or replaced hereunder.

         (b) The Seller shall notify the Servicer, the Depositor and the
Trustee in writing not less than five Business Days before the related
Determination Date which is on or before the date on which the Seller would
otherwise be required to repurchase such Mortgage Loan pursuant to Section
2.02 or 2.04 of its intention to effect a substitution under this Section
2.06. On such Determination Date (the "Substitution Date"), the Seller shall
deliver to the Trustee (1) the Eligible Substitute Mortgage Loans to be
substituted for the Defective Mortgage Loans, (2) a list of the Defective
Mortgage Loans to be substituted for by such Eligible Substitute Mortgage
Loans, (3) an Officer's Certificate (A) stating that no failure by the
Servicer described in Section 8.01 shall have occurred and be continuing, (B)
stating that the aggregate Principal Balance of all Eligible Substitute
Mortgage Loans (determined with respect to each Eligible Substitute Mortgage
Loan as of the Determination Date on which it was substituted) including the
principal balance of Eligible Substitute Mortgage Loans being substituted on
such Determination Date does not exceed an amount equal to % of the Pool
Principal Balance as of the Closing Date, (C) stating that all conditions
precedent to such substitution specified in subsection (a) have been satisfied
and attaching as an exhibit a supplemental Mortgage Loan

                                      31
<PAGE>

schedule (the "Supplemental Mortgage Loan Schedule") setting forth the same
type of information as appears on the Mortgage Loan Schedule and representing
as to the accuracy thereof and (D) confirming that the representations and
warranties contained in Section 2.04 are true and correct in all material
respects with respect to the Eligible Substitute Mortgage Loans on and as of
such Determination Date, provided that remedies for the inaccuracy of such
representations are limited as set forth in Sections 2.02, 2.04 and this
Section 2.06, and (4) a certificate stating that cash in the amount of the
related Substitution Adjustment, if any, has been deposited to the Collection
Account. Upon receipt of the foregoing, the Trustee shall release such
Defective Mortgage Loans to the Seller without recourse, representation or
warranty.

         (c) Concurrently with the satisfaction of the conditions set forth in
Sections 2.06(a) and (b) above and the transfer of such Eligible Substitute
Mortgage Loans to the Trustee on behalf of the Trust pursuant to Section
2.06(a), Exhibit C to this Agreement shall be deemed to be amended to exclude
all Mortgage Loans being replaced by such Eligible Substitute Mortgage Loans
and to include the information set forth on the Supplemental Mortgage Loan
Schedule with respect to such Eligible Substitute Mortgage Loans, and all
references in this Agreement to Mortgage Loans shall include such Eligible
Substitute Mortgage Loans and be deemed to be made on or after the related
Substitution Date, as the case may be, as to such Eligible Substitute Mortgage
Loans.

         Section 2.07 Execution and Authentication of Certificates. The
Trustee on behalf of the Trust shall cause to be executed, authenticated and
delivered on the Closing Date to or upon the order of the Depositor, in
exchange for the Mortgage Loans, concurrently with the sale, assignment and
conveyance to the Trustee of the Mortgage Loans, the Class A Certificates in
authorized denominations which, together with the Transferor Interest
evidences the ownership of the entire Trust.

                                 ARTICLE III.

                         Administration and Servicing
                               of Mortgage Loans

         Section 3.01 The Servicer. (a) The Servicer, as independent contract
servicer, shall service and administer the Mortgage Loans and shall have full
power and authority, acting alone, to do any and all things in connection with
such servicing and administration which the Servicer may deem necessary or
desirable and consistent with the terms of this Agreement. The Servicer may
enter into subservicing agreements for any servicing and administration of
Mortgage Loans with any institution which (i) is in compliance with the laws
of each state necessary to enable it to perform its obligations under such
subservicing agreement, [(ii) is acceptable to the Certificate Insurer] and
(iii) (x) has been designated an approved Seller-Servicer by Freddie Mac or
Fannie Mae for first and second mortgage loans or (y) is an affiliate of the
Servicer. The Servicer shall give written notice to [the Certificate Insurer,]
the Trustee and the Rating Agencies of the appointment of any subservicer. Any
such subservicing agreement shall be consistent with and

                                      32
<PAGE>

not violate the provisions of this Agreement and shall be in form and
substance acceptable to [the Certificate Insurer].

         (b) Notwithstanding any subservicing agreement or 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 primarily
liable for the servicing and administering 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. For purposes of this Agreement, the
Servicer shall be deemed to have received payments on Mortgage Loans when the
subservicer has received such payments. The Servicer shall be entitled to
enter into any agreement with a subservicer for indemnification of the
Servicer by such subservicer, and nothing contained in this Agreement shall be
deemed to limit or modify such indemnification.

         (c) Any subservicing agreement that may be entered into and any
transactions or services relating to the Mortgage Loans involving a
subservicer in its capacity as such and not as an originator shall be deemed
to be between the subservicer and the Servicer alone, and the Trustee and
Certificateholders shall not be deemed parties thereto and shall have no
claims, rights, obligations, duties or liabilities with respect to the
subservicer except as set forth in Section 3.01(e). The Servicer shall be
solely liable for all fees owed by it to any subservicer irrespective of
whether the Servicer's compensation pursuant to this Agreement is sufficient
to pay such fees.

         (d) In the event the Servicer shall for any reason no longer be the
Servicer (including by reason of an Event of Default), the Trustee or its
designee approved by [the Certificate Insurer] shall thereupon assume all of
the rights and obligations of the Servicer under each subservicing agreement
that the Servicer may have entered into, unless the Trustee or designee
approved by the [Certificate Insurer] elects to terminate any subservicing
agreement. Any fee payable in connection with such a termination will be
payable by the outgoing Servicer. If the Trustee does not terminate a
subservicing agreement, the Trustee, its designee or the successor servicer
for the Trustee shall be deemed to have assumed all of the Servicer's interest
therein and to have replaced the Servicer as a party to each subservicing
agreement to the same extent as if the subservicing agreements had been
assigned to the assuming party, except that the Servicer shall not thereby be
relieved of any liability or obligations under the subservicing agreements
with regard to events that occurred prior to the date the Servicer ceased to
be the Servicer hereunder. The Servicer, at its expense and without right of
reimbursement therefor, shall, upon the request of the Trustee, deliver to the
assuming party all documents and records and afford the assuming party
reasonable access (to the extent practicable) to the computer systems,
electronic files and personnel as they relate to each subservicing agreement
and the Mortgage Loans then being serviced and an accounting of amounts
collected and held by it and otherwise use its best efforts to effect the
orderly and efficient transfer of the subservicing agreements to the assuming
party.

                                      33
<PAGE>

         (e) Consistent with the terms of this Agreement, the Servicer may
waive, modify or vary any term of any Mortgage Loan or consent to the
postponement of strict compliance with any such term or in any manner grant
indulgence to any Mortgagor if in the Servicer's good faith determination such
waiver, modification, postponement or indulgence is not materially adverse to
the interests of the Certificateholders and the Certificate Insurer. No costs
incurred by the Servicer in respect of Servicing Advances shall, for the
purposes of distributions to Certificateholders, be added to the amount owing
under the related Mortgage Loan. Without limiting the generality of the
foregoing, the Servicer shall continue, and is hereby authorized and empowered
to execute and deliver on behalf of the Trustee and each Certificateholder,
all instruments of satisfaction or cancellation, or of partial or full
release, discharge and all other comparable instruments with respect to the
Mortgage Loans and with respect to the Mortgaged Properties. If reasonably
required by the Servicer, the Trustee shall furnish the Servicer with limited
powers of attorney and other documents necessary or appropriate to enable the
Servicer to carry out its servicing and administrative duties under this
Agreement.

         Notwithstanding anything to the contrary contained herein, the
Servicer, in servicing and administering the Mortgage Loans, shall employ or
cause to be employed procedures (including collection, foreclosure and REO
Property management procedures) and exercise the same care that it customarily
employs and exercises in servicing and administering mortgage loans for its
own account, in accordance with accepted mortgage servicing practices of
prudent lending institutions servicing mortgage loans similar to the Mortgage
Loans and giving due consideration to [the Certificate Insurer's] and the
Certificateholders' reliance on the Servicer.

         (f) On and after such time as the Trustee receives the written
resignation of, or notice of the removal of, the Servicer from its rights and
obligations under this Agreement, and with respect to resignation pursuant to
Section 7.04, after receipt by the Trustee [and the Certificate Insurer] of
the Opinion of Counsel required pursuant to Section 7.04, the Trustee or its
designee approved by the Certificate Insurer shall assume all of the rights
and obligations of the Servicer, subject to Section 8.02. The Servicer shall,
upon request of the Trustee but at the expense of the Servicer, deliver to the
Trustee all documents and records relating to the Mortgage Loans and an
accounting of amounts collected and held by the Servicer and otherwise use its
best efforts to effect the orderly and efficient transfer of servicing rights
and obligations to the assuming party which may include reasonable on site
access to the computer systems, electronic files and personnel of the Servicer
during normal business hours.

         (g) The Servicer shall deliver a list of Servicing Officers to the
Trustee [and the Certificate Insurer] on or before the Closing Date and shall
revise such list from time to time, as appropriate, and shall deliver all
revisions promptly to the Trustee [and the Certificate Insurer].

         (h) Consistent with the terms of this Agreement, the Servicer may
consent to the placing of a lien senior to that of the Mortgage on the related
Mortgaged Property; provided that such senior lien secures a mortgage loan
that refinances a First Lien and the combined loan-to-value ratio of the
related Mortgage Loan immediately following the refinancing (based on the
outstanding principal balance of the Mortgage Loan and the original principal
balance of such

                                      34
<PAGE>

refinanced mortgage loan) is not greater than the Combined Loan-to-Value Ratio
of such Mortgage Loan as of the date such Mortgage Loan was originated.

         Section 3.02 Collection of Certain Mortgage Loan Payments. (a) The
Servicer shall make reasonable efforts to collect all payments called for
under the terms and provisions of the Mortgage Loans and shall, to the extent
such procedures shall be consistent with this Agreement, follow such
collection procedures as it follows with respect to mortgage loans in its
servicing portfolio comparable to the Mortgage Loans. Consistent with the
foregoing, and without limiting the generality of the foregoing, the Servicer
may in its discretion (i) waive any prepayment penalty or late payment charge
or any assumption fees or other fees which may be collected in the ordinary
course of servicing such Mortgage Loan and (ii) arrange with a Mortgagor a
schedule for the payment of interest due and unpaid; provided that such
arrangement is consistent with the Servicer's policies with respect to the
mortgage loans it owns or services.

         (b) The Servicer shall establish and maintain a separate trust
account (the "Collection Account") titled "[ ], as Trustee, of [ ] Home Equity
Loan Trust 200_-_, Collection Account." The Collection Account shall be an
Eligible Account with an independent financial institution. No later than
12:00 noon New York time two Business Days prior to each Distribution Date
(or, if a Deposit Event has occurred, within two Business Days following
receipt thereof), the Servicer shall deposit into the Collection Account the
following payments and collections received or made by it with respect to each
Mortgage Loan (without duplication):

                  (i) all payments received on or after the Cut-Off Date on
         account of principal on the Mortgage Loans and all Principal
         Prepayments and Curtailments collected on and after the Cut-Off Date;

                  (ii) all payments received or advanced on or after the
         Cut-Off Date on account of interest on the Mortgage Loans;

                  (iii) all Net Liquidation Proceeds net of related
         Foreclosure Profits;

                  (iv) all Insurance Proceeds;

                  (v) any amounts payable in connection with the repurchase of
         any Mortgage Loan and the amount of any Substitution Adjustment
         pursuant to Sections 2.02, 2.04 and 2.06;

                  (vi) all Released Mortgaged Property Proceeds; and

                  (vii) any amount required to be deposited in the Collection
         Account pursuant to Sections 3.07, 3.21 or 5.05(e);

                                      35
<PAGE>

         provided, however, that with respect to each Due Period, the Servicer
shall be permitted to retain (x) from payments in respect of interest on the
Mortgage Loans, the Servicing Fee for such Due Period and (y) from payments
from Mortgagors, Liquidation Proceeds, Insurance Proceeds and Released
Mortgaged Property Proceeds, any unreimbursed Servicing Advances and Monthly
Advances related thereto in accordance with Section 3.03 hereof. The foregoing
requirements respecting deposits to the Collection Account are exclusive, it
being understood that, without limiting the generality of the foregoing, the
Servicer need not deposit in the Collection Account amounts representing
Foreclosure Profits, fees (including annual fees) or late charge penalties
payable by Mortgagors or amounts received by the Servicer for the accounts of
Mortgagors for application toward the payment of taxes, insurance premiums,
assessments and similar items.

         (c) All funds in the Collection Account shall be invested as provided
in Section 5.05.

         Section 3.03 Withdrawals from the Collection Account. The Trustee
shall withdraw or cause to be withdrawn funds from the Collection Account for
the following purposes:

                  (i) two Business Days prior to each Distribution Date, to
         deposit the portion of Available Funds then in the Collection Account
         to the Distribution Account;

                  (ii) to reimburse the Servicer for any accrued unpaid
         Servicing Fees and for unreimbursed Monthly Advances and Servicing
         Advances to the extent not otherwise retained. The Servicer's right
         to reimbursement for unpaid Servicing Fees and unreimbursed Servicing
         Advances shall be limited to late collections on the related Mortgage
         Loan, including Liquidation Proceeds, Insurance Proceeds and such
         other amounts as may be collected by the Servicer from the related
         Mortgagor or otherwise relating to the Mortgage Loan in respect of
         which such reimbursed amounts are owed. The Servicer's right to
         reimbursement for unreimbursed Monthly Advances shall be limited to
         late collections of interest on any Mortgage Loan and to Liquidation
         Proceeds and Insurance Proceeds on related Mortgage Loans;

                  (iii) to withdraw any amount received from a Mortgagor that
         is recoverable and sought to be recovered as a voidable preference by
         a trustee in bankruptcy pursuant to the United States Bankruptcy Code
         in accordance with a final, nonappealable order of a court having
         competent jurisdiction;

                  (iv) subject to Section 5.05 hereof, to make investments in
         Eligible Investments and to pay to the Servicer interest earned in
         respect of Eligible Investments or on funds deposited in the
         Collection Account;

                  (v) to withdraw any funds deposited in the Collection
         Account that were not required to be deposited therein or were
         deposited therein in error and to pay such funds to the appropriate
         Person after written notice of such error is received and verified by
         the Trustee;

                                      36
<PAGE>

                  (vi) to pay the Servicer servicing compensation pursuant to
         Section 3.09 to the extent not retained or paid pursuant to Sections
         3.02(b) and 3.21;

                  (vii) to reimburse the Servicer for Nonrecoverable Advances
         that are not, with respect to aggregate Servicing Advances on any
         single Mortgage Loan or REO Property, in excess of the Principal
         Balance thereof and expenses incurred pursuant to Section 7.03;

                  (viii) to withdraw funds necessary for the conservation,
         operation, management, maintenance and disposition of REO Property
         pursuant to Section 3.07 to the extent not advanced by the Servicer;
         and

                  (ix) to clear and terminate the Collection Account upon the
         termination of this Agreement and to pay any amounts remaining
         therein to the Transferor.

         Section 3.04 Maintenance of Hazard Insurance; Property Protection
Expenses. The Servicer shall cause to be maintained for each Mortgage Loan a
blanket policy providing fire and hazard insurance naming the Servicer as loss
payee thereunder providing coverage in an amount which is at least equal to
the lesser of (i) the maximum insurable value of the improvements securing
each Mortgage Loan from time to time, (ii) the combined principal balance
owing on each Mortgage Loan and any mortgage loan senior to such Mortgage Loan
and (iii) the minimum amount required to compensate for damage or loss on a
replacement cost basis. The Servicer shall also maintain on property acquired
upon foreclosure, or by deed in lieu of foreclosure, hazard insurance with
extended coverage in an amount which is at least equal to the lesser of (i)
the maximum insurable value from time to time of the improvements which are a
part of such property, (ii) the combined principal balance owing on such
Mortgage Loan and any mortgage loan senior to such Mortgage Loan and (iii) the
minimum amount required to compensate for damage or loss on a replacement cost
basis at the time of such foreclosure, fire and or deed in lieu of foreclosure
plus accrued interest and the good-faith estimate of the Servicer of related
Servicing Advances to be incurred in connection therewith. Amounts collected
by the Servicer under any such policies in connection with the Mortgage Loans,
together with the deductible amounts which are applicable pursuant to the
terms of such policy, shall be deposited in the Collection Account to the
extent called for by Section 3.02. In cases in which any Mortgaged Property is
located in a federally designated flood area, the hazard insurance to be
maintained for the related Mortgage Loan shall include flood insurance to the
extent such flood insurance is available and the Servicer has determined such
insurance to be necessary in accordance with accepted second mortgage loan
servicing standards.

         Section 3.05 Maintenance of Mortgage Impairment Insurance. In the
event that the Servicer shall obtain and maintain a blanket policy consistent
with prudent industry standards with an insurer either (A) having a General
Policy rating of A.VIII or better in Best's Key Rating Guide, or [(B) approved
by the Certificate Insurer, such approval not to be unreasonably withheld,]
insuring against fire and hazards of extended coverage on all of the Mortgage
Loans, then, to the extent such policy names the Servicer or its designee as
loss payee and provides coverage in an amount equal to the aggregate unpaid
principal balance on the Mortgage Loans

                                      37
<PAGE>

without co-insurance, and otherwise complies with the requirements of Section
3.04, the Servicer shall be deemed conclusively to have satisfied its
obligations with respect to fire and hazard insurance coverage under Section
3.04, it being understood and agreed that such blanket policy may contain a
deductible clause, in which case the Servicer shall, in the event that there
shall not have been maintained on the related Mortgaged Property a policy
complying with Section 3.04, and there shall have been a loss which would have
been covered by such policy, deposit in the Collection Account the difference,
if any, between the amount that would have been payable under a policy
complying with Section 3.04 and the amount paid under such blanket policy.
Upon the request of [the Certificate Insurer or] the Trustee, the Servicer
shall cause to be delivered to [the Certificate Insurer or] the Trustee, as
the case may be, a certified true copy of such policy. In connection with its
activities as administrator and servicer of the Mortgage Loans, the Servicer
agrees to prepare and present, on behalf of itself, the Trustee, [the
Certificate Insurer] and Certificateholders, claims under any such policy in a
timely fashion in accordance with the terms of such policy.

         Section 3.06 [Reserved]

         Section 3.07 Management and Realization Upon Defaulted Mortgage
Loans. The Servicer shall manage, conserve, protect and operate each REO
Property for the Certificateholders solely for the purpose of its prudent and
prompt disposition and sale. The Servicer shall, either itself or through an
agent selected by the Servicer, manage, conserve, protect and operate the REO
Property in the same manner that it manages, conserves, protects and operates
other foreclosed property for its own account, and in the same manner that
similar property in the same locality as the REO Property is managed. The
Servicer shall attempt to sell the same (and may temporarily rent the same) on
such terms and conditions as the Servicer deems to be in the best interest of
the Certificateholders [and the Certificate Insurer].

         If a Deposit Event has occurred, the Servicer shall cause to be
deposited, within two Business Days of receipt thereof or if a Deposit Event
has not occurred, the Servicer shall cause to be deposited two Business Days
prior to the related Distribution Date, in the Collection Account, all
revenues received with respect to the related REO Property and shall retain,
or cause the Trustee to withdraw therefrom, funds necessary for the proper
operation, management and maintenance of the REO Property and the fees of any
managing agent acting on behalf of the Servicer.

         The disposition of REO Property shall be carried out by the Servicer
for cash at such price, and upon such terms and conditions, as the Servicer
deems to be in the best interest of the Certificateholders and, as soon as
practicable thereafter, the expenses of such sale shall be paid. The cash
proceeds of sale of the REO Property shall be promptly deposited in the
Collection Account in accordance with Section 3.02, net of Foreclosure Profits
and of any related unreimbursed Servicing Advances, accrued and unpaid
Servicing Fees and unreimbursed Monthly Advances payable to the Servicer in
accordance with Section 3.03, for distribution to the Certificateholders in
accordance with Section 5.01.

                                      38
<PAGE>

         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 and if such determination cannot be made, the Servicer shall deal
with such Mortgage Loan in a manner consistent with the servicing standard in
Section 3.01 hereof.

         In the event that title to any Mortgaged Property is acquired in
foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale
shall be issued to the Trustee or its nominee on behalf of Certificateholders
and [the Certificate Insurer].

         If the Servicer has actual knowledge that a Mortgaged Property which
the Servicer is acquiring in foreclosure or by deed in lieu of foreclosure is
located within a one-mile radius of any site with environmental or hazardous
waste risks known to the Servicer, the Servicer will notify the Trustee [and
the Certificate Insurer] prior to acquiring the Mortgaged Property. Nothing in
this Section 3.07 shall affect the Servicer's right to deem certain advances
proposed to be made Nonrecoverable Advances. For the purpose of this Section
3.07, actual knowledge of the Servicer means actual knowledge of a Responsible
Officer of the Servicer involved in the servicing of the relevant Mortgage
Loan. Actual knowledge of the Servicer does not include knowledge imputable by
virtue of the availability of or accessibility to information relating to
environmental or hazardous waste sites or the locations thereof.

         Section 3.08 Trustee to Cooperate. Upon any Principal Prepayment in
full, the Servicer is authorized to execute, pursuant to the authorization
contained in Section 3.01(f), an instrument of satisfaction regarding the
related Mortgage, which instrument of satisfaction shall be recorded by the
Servicer if required by applicable law and be delivered to the Person entitled
thereto. It is understood and agreed that no expenses incurred in connection
with such instrument of satisfaction or transfer shall be reimbursed from
amounts deposited in the Collection Account. If the Trustee is holding the
Mortgage Files, from time to time and as appropriate for the servicing or
foreclosure of any Mortgage Loan, the Trustee shall, upon request of the
Servicer and delivery to the Trustee of a Request for Release, in the form
attached hereto as Exhibit G, signed by a Servicing Officer, release the
related Mortgage File to the Servicer, and the Trustee shall execute such
documents, in the forms provided by the Servicer, as shall be necessary for
the prosecution of any such proceedings or the taking of other servicing
actions. Such Request for Release shall obligate the Servicer to return the
Mortgage File to the Trustee when the need therefor by the Servicer no longer
exists unless the Mortgage Loan shall be liquidated, in which case, upon
receipt of a certificate of a Servicing Officer similar to that hereinabove
specified, the Request for Release shall be released by the Trustee to the
Servicer.

         In order to facilitate the foreclosure of the Mortgage securing any
Mortgage Loan that is in default following recordation of the related
Assignment of Mortgage in accordance with the provisions hereof, the Trustee
shall, if so requested in writing by the Servicer, execute an appropriate
assignment in the form provided to the Trustee by the Servicer to assign such
Mortgage Loan for the purpose of collection to the Servicer (any such
assignment shall unambiguously indicate that the assignment is for the purpose
of collection only) and, upon such

                                      39
<PAGE>

assignment, such assignee for collection will thereupon bring all required
actions in its own name and otherwise enforce the terms of the Mortgage Loan
and deposit or credit the Net Liquidation Proceeds, exclusive of Foreclosure
Profits, received with respect thereto in the Collection Account. In the event
that all delinquent payments due under any such Mortgage Loan are paid by the
Mortgagor and any other defaults are cured then the assignee for collection
shall promptly reassign such Mortgage Loan to the Trustee and return it to the
place where the related Mortgage File was being maintained.

         Section 3.09 Servicing Compensation; Payment of Certain Expenses by
Servicer. Subject to Section 3.21, the Servicer shall be entitled to retain
the Servicing Fee in accordance with Section 3.02 as compensation for its
services in connection with servicing the Mortgage Loans. Moreover, additional
servicing compensation in the form of prepayment penalties, late payment
charges, bad check charges or assumption fees, any Net Simple Interest Excess
for the related Due Period or other receipts not required to be deposited in
the Collection Account, including, without limitation, Foreclosure Profits
and, subject to Section 5.05(e), investment income on the Collection Account
shall be retained by the Servicer. The Servicer shall be required to pay all
expenses incurred by it in connection with its activities hereunder (including
payment of all other fees and expenses not expressly stated hereunder to be
for the account of the Trust or the Certificateholders) and shall not be
entitled to reimbursement therefor except as specifically provided herein.

         Section 3.10 Annual Statement as to Compliance. (a) The Servicer will
deliver to the Trustee, [the Certificate Insurer] and the Rating Agencies, on
or before the last day of the fifth month following the end of the Servicer's
fiscal year ended [December 31], beginning in 200_ (for the fiscal year ending
December [ ]), an Officer's Certificate stating that (i) to the best knowledge
of such person, the Servicer has fully complied in all material respects with
the provisions of Article III and V, if applicable, (ii) a review of the
activities of the Servicer during the preceding fiscal year (or such shorter
period as is applicable in the case of the first report) and of its
performance under this Agreement has been made under such officer's
supervision and (iii) to the best of such officer's knowledge, based on such
review, the Servicer has fulfilled all its material obligations under this
Agreement throughout such fiscal 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. The Servicer shall promptly notify
the Depositor, the Trustee, [the Certificate Insurer] and the Rating Agencies
upon any change in the basis on which its fiscal year is determined.

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

         Section 3.11 Annual Servicing Report. On or before the last day of
the fifth month following the end of the Servicer's fiscal year, beginning in
200_ (for the fiscal year ending [ ]),

                                      40
<PAGE>

the Servicer, at its expense, shall cause a firm of independent public
accountants to furnish a letter or letters to the Depositor, the Trustee, [the
Certificate Insurer] and the Rating Agencies to the effect that such firm has,
with respect to the Servicer's overall servicing operations, examined such
operations in accordance with the requirements of the Uniform Single
Attestation Program for Mortgage Bankers, and stating such firm's conclusions
relating thereto.

         Section 3.12 Access to Certain Documentation and Information
Regarding the Mortgage Loans. The Servicer shall provide to the Trustee, [the
Certificate Insurer] and Certificateholders which are federally insured
savings and loan associations, the Office of Thrift Supervision, the FDIC and
the supervisory agents and examiners of the Office of Thrift Supervision
access to the documentation regarding the Mortgage Loans required by
applicable regulations of the Office of Thrift Supervision and the FDIC
(acting as operator of the SAIF or the BIF), such access being afforded
without charge but only upon reasonable request and during normal business
hours at the offices of the Servicer. Nothing in this Section shall derogate
from the obligation of the Servicer to observe any applicable law prohibiting
disclosure of information regarding the Mortgagors and the failure of the
Servicer to provide access as provided in this Section as a result of such
obligation shall not constitute a breach of this Section.

         Section 3.13 [Reserved]

         Section 3.14 [Reserved]

         Section 3.15 Reports of Foreclosures and Abandonments of Mortgaged
Properties, Returns Relating to Mortgage Interest Received from Individuals
and Returns Relating to Cancellation of Indebtedness. The Servicer shall make
reports of foreclosures and abandonments of any Mortgaged Property for each
year beginning in [ ]. The Servicer shall file reports relating to each
instance occurring during the previous calendar year in which the Servicer (i)
on behalf of the Trust acquires an interest in any Mortgaged Property through
foreclosure or other comparable conversion in full or partial satisfaction of
a Mortgage Loan or (ii) knows or has reason to know that any Mortgaged
Property has been abandoned. The reports from the Servicer shall be in form
and substance sufficient to meet the reporting requirements imposed by
Sections 6050J, 6050H and 6050P of the Code.

         Section 3.16 Advances by the Servicer. (a) Not later than the close
of business on the second Business Day prior to each Distribution Date, the
Servicer shall remit to the Trustee for deposit in the Distribution Account an
amount to be distributed on such Distribution Date pursuant to Section 5.01,
equal to the interest accrued on each Mortgage Loan through the related Due
Date, but not received as of the close of business on the last day of the
related Due Period (net of the Servicing Fee); such amount being defined
herein as the "Monthly Advance". The Servicer may fund all or a portion of the
Monthly Advance with respect to the Mortgage Loans by instructing the Trustee
on the related Determination Date to use funds deposited in the Collection
Account which are not part of Available Funds for the related Distribution
Date; provided that if such funds are so used the Servicer on notice to the
Trustee shall replace such

                                      41
<PAGE>

funds on or before any subsequent Determination Date on which such funds are
required to be part of the Available Funds.

         (b) Notwithstanding anything herein to the contrary, no Servicing
Advance or Monthly Advance shall be required to be made hereunder if the
Servicer determines in its good faith business judgment, and provides the
Trustee with an Officer's Certificate to the effect, that such Servicing
Advance or Monthly Advance would, if made, constitute a Nonrecoverable
Advance.

         Section 3.17 [Reserved]

         Section 3.18 Assumption Agreements. When a Mortgaged Property has
been or is about to be conveyed by the Mortgagor, the Servicer shall, to the
extent it has knowledge of such conveyance or prospective conveyance, exercise
its right to accelerate the maturity of the related Mortgage Loan under any
"due-on-sale" clause contained in the related Mortgage or Mortgage Note;
provided, however, that the Servicer shall not exercise any such right if the
"due-on-sale" clause, in the reasonable belief of the Servicer, is not
enforceable under applicable law. The Servicer shall to the extent it has
knowledge of such conveyance or prospective conveyance, be authorized to enter
into an assumption and modification agreement with the person to whom such
property has been or is about to be conveyed, pursuant to which such person
shall become liable under the Mortgage Note and, unless prohibited by
applicable law, the Mortgagor shall remain liable thereon. The Servicer, in
accordance with accepted mortgage loan servicing standards for mortgage loans
similar to the Mortgage Loans, is also authorized to enter into a substitution
of liability whereby such person is substituted as Mortgagor and becomes
liable under the Mortgage Note. The Servicer shall notify the Trustee [and the
Certificate Insurer] that any such substitution or assumption agreement has
been completed by forwarding to the Trustee the original of such substitution
or assumption agreement, which original shall be added by the Trustee 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. In connection with any assumption or substitution
agreement entered into pursuant to this Section, the Servicer shall not change
the Loan Rate or the Monthly Payment, defer or forgive the payment of
principal or interest, reduce the outstanding principal amount or extend the
final maturity date on such Mortgage Loan. Any fee collected by the Servicer
for consenting to such conveyance or entering into such modification shall be
retained by or paid to the Servicer as additional servicing compensation.

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

         Section 3.19 Payment of Taxes, Insurance and Other Charges. With
respect to each Mortgage Loan, the Servicer shall not be required to maintain
records relating to payment of taxes or insurance (including hazard
insurance).

                                      42
<PAGE>

         Section 3.20 Optional Purchase of Defaulted Mortgage Loans. The
Servicer, in its sole discretion, shall have the right, but not an obligation
to elect (by written notice sent to the Trustee) to purchase for its own
account from the Trust any Mortgage Loan which is 90 days or more past due in
the manner and at the price specified in Section 2.02. The Servicer shall not
purchase an aggregate amount of defaulted Mortgage Loans in excess of [ ]% of
the Cut-Off Date Pool Principal Balance. The Purchase Price for any Mortgage
Loan purchased hereunder shall be deposited in the Collection Account. The
Trustee, upon written notice of the receipt of such deposit, shall release or
cause to be released to the purchaser of such Mortgage Loan the related
Mortgage File and shall execute and deliver such instruments of transfer or
assignment prepared by the purchaser of such Mortgage Loan, in each case
without recourse, as shall be necessary to vest in the purchaser of such
Mortgage Loan any Mortgage Loan released pursuant hereto and the purchaser of
such Mortgage Loan shall succeed to all the Trust's right, title and interest
in and to such Mortgage Loan and all security and documents related thereto.
Such assignment shall be an assignment outright and not for security. The
purchaser of such Mortgage Loan shall thereupon own such Mortgage Loan, and
all security and documents, free of any further obligation to the Trustee or
the Certificateholders with respect thereto.

         Section 3.21 Compensating Interest. Not later than the close of
business on the second Business Day prior to each Distribution Date, the
Servicer shall remit to the Collection Account an amount equal to the lesser
of (A) the aggregate of the Prepayment Interest Shortfalls for the related
Distribution Date resulting from Principal Prepayments during the related Due
Period and (B) its aggregate Servicing Fees received in the related Due
Period. The Servicer shall not have the right to reimbursement for any amounts
deposited to the Collection Account pursuant to this Section.

                                 ARTICLE IV.

                       [The Certificate Insurance Policy

         Section 4.01 The Certificate Insurance Policy. As soon as possible,
and in no event later than 3:00 p.m., New York time, on the third Business Day
immediately preceding each Distribution Date, the Trustee shall determine the
amount of Available Funds (net of any Insured Payments) for such Distribution
Date minus the amount of any Premium Amount and Trustee Fee to be paid on such
Distribution Date.

         If for any Distribution Date a Deficiency Amount exists, the Trustee
shall complete a notice in the form set forth as Exhibit A to the Certificate
Insurance Policy (the "Notice") and shall submit such Notice to the Fiscal
Agent no later than 12:00 noon, New York time, on the second Business Day
preceding such Distribution Date. The Notice shall constitute a claim for an
Insured Payment pursuant to the Certificate Insurance Policy for an amount
equal to the Deficiency Amount. Upon receipt of the Insured Payment, at or
prior to the latest time payments of the Insured Payment are to be made by the
Certificate Insurer pursuant to the Certificate Insurance Policy, on behalf of
the Class A Certificateholders, the Trustee shall deposit such

                                      43
<PAGE>

Insured Payments in the Distribution Account and shall distribute such Insured
Payments only in accordance with Section 5.01(a)(ii) and (iii).

         The Trustee shall receive, as attorney-in-fact of each Holder of a
Class A Certificate, any Insured Payment from the Certificate Insurer and
disburse the same to each Holder of a Class A Certificate in accordance with
the provisions of Article V. Insured Payments disbursed by the Trustee from
proceeds of the Certificate Insurance Policy shall not be considered payment
by the Trust nor shall such payments discharge the obligation of the Trust
with respect to such Class A Certificate, and the Certificate Insurer shall
become the owner of such unpaid amounts due from the Trust in respect of such
Insured Payments as the deemed assignee of such Holder and shall be entitled
to be reimbursed therefore in accordance with Section 5.01. The Trustee hereby
agrees on behalf of each Holder of a Class A Certificate for the benefit of
the Certificate Insurer that it and they recognize that to the extent the
Certificate Insurer makes Insured Payments, either directly or indirectly (as
by paying through the Trustee), to the Class A Certificateholders, the
Certificate Insurer will be entitled to be reimbursed therefore in accordance
with Section 5.01.

         Section 4.02 [Reserved]

         Section 4.03 Claims Upon the Certificate Insurance Policy. The
Trustee shall comply with the provisions of the Certificate Insurance Policy
with respect to claims upon the Certificate Insurance Policy.

         The Trustee shall keep a complete and accurate record of the amount
of interest and principal paid in respect of any Class A Certificate from
moneys received under the Certificate Insurance Policy. The Certificate
Insurer shall have the right to inspect such records at reasonable times
during normal business hours upon one Business Day's prior written notice to
the Trustee.

         The Trustee shall promptly notify the Certificate Insurer of any
proceeding or the institution of any action, of which a Responsible Officer of
the Trustee has actual knowledge, seeking the avoidance as a preferential
transfer under the Bankruptcy Code (a "Preference Claim") of any distribution
made with respect to the Class A Certificates. Each Certificateholder of Class
A Certificates, by its purchase of Class A Certificates, the Servicer, the
Seller and the Trustee hereby agree that the Certificate Insurer (so long as
no Certificate Insurer Default exists) may at any time during the continuation
of any proceeding relating to a Preference Claim direct all matters relating
to such Preference Claim, including, without limitation, (i) the direction of
any appeal of any order relating to such Preference Claim and (ii) the posting
of any surety, supersedeas or performance bond pending any such appeal.]

                                      44
<PAGE>

                                  ARTICLE V.

                Payments and Statements to Certificateholders;
                         Rights of Certificateholders

         Section 5.01 Distributions. (a) On each Distribution Date, the
Trustee shall withdraw from the Distribution Account the Available Funds and
make distributions thereof as described below and to the extent of the
Available Funds in the following order of priority:

                  (i) [ to the Trustee, the Trustee Fee for such Distribution
         Date and [to the Certificate Insurer], the Premium Amount owing to
         the Certificate Insurer under the Insurance Agreement;]

                  (ii) to the holders of the Class A Certificates an amount
         equal to the Class Interest Distribution for the related Distribution
         Date;

                  (iii) to the holders of the Class A Certificates, the Class
         A Principal Distribution Amount (other than the portion thereof
         representing Distributable Excess Spread) for such Distribution Date;

                  (iv) [ to the Certificate Insurer, the Reimbursement Amount
         owing to the Certificate Insurer hereunder;]

                  (v) sequentially, to the holders of the Class A
         Certificates, to the extent of Available Funds remaining, the
         Distributable Excess Spread for such Distribution Date;

                  (vi) to the Servicer, the amount of any accrued and unpaid
         Servicing Fee;

                  (vii) to the Servicer, the amount of Nonrecoverable Advances
         not previously reimbursed;

                  [(viii) to the Certificate Insurer, any other amounts owing
         to the Certificate Insurer under the Insurance Agreement;] and

                  (ix) to the Transferor, the balance.

         (b) Method of Distribution. The Trustee shall make distributions in
respect of a Distribution Date to each Certificateholder of record on the
related Record Date (other than as provided in Section 10.01 respecting the
final distribution), in the case of Certificateholders, by check or money
order mailed to such Certificateholder at the address appearing in the
Certificate Register, or, upon written request by a Certificateholder
delivered to the Trustee at least five Business Days prior to such Record
Date, by wire transfer to an account with a banking or financial institution
in the United States (but only if such Certificateholder is the Depository or
such Certificateholder owns of record one or more Certificates aggregating at
least $1,000,000 Original Certificate Principal Balance) and, in the case of
the Transferor, by wire transfer to an

                                      45
<PAGE>

account with a banking or financial institution in the United States.
Distributions among Certificateholders shall be made in proportion to the
Percentage Interests evidenced by the Certificates held by such
Certificateholders.

         (c) Distributions on Book-Entry Certificates. Each distribution with
respect to a Book-Entry Certificate shall be paid to the Depository, which
shall credit the amount of such distribution to the accounts of its Depository
Participants in accordance with its normal procedures. Each Depository
Participant shall be responsible for disbursing such distribution to the
Certificate Owners that it represents and to each indirect participating
brokerage firm (a "brokerage firm" or "indirect participating firm") for which
it acts as agent. Each brokerage firm shall be responsible for disbursing
funds to the Certificate Owners that it represents. All such credits and
disbursements with respect to a Book-Entry Certificate are to be made by the
Depository and the Depository Participants in accordance with the provisions
of the Certificates. None of the Trustee, the Paying Agent, the Certificate
Registrar, the Seller, the Servicer, the Certificate Insurer or the Seller
shall have any responsibility therefor except as otherwise provided by
applicable law.

         (d) [ Distribution of Insured Payments. With respect to any
Distribution Date, in the event of an Insured Payment, the Trustee shall make
such payments from the amount drawn under the Certificate Insurance Policy
pursuant to Section 4.01 for such Distribution Date in accordance with Section
5.01(a)(ii) and (iii). The Certificate Insurer shall be deemed to be the
assignee of the Holders of the Class A Certificates to the extent of any
amount of Insured Payments disbursed by the Trustee from proceeds of the
Certificate Insurance Policy and to such extent, shall be the subrogee of each
such Holder of the Class A Certificates; provided, however, that any such
right of subrogation inuring to the Certificate Insurer hereunder or otherwise
shall be and is subordinated to the rights under this Agreement of the Holders
of the Class A Certificates and in accordance with Section 5.01(a).]

         Section 5.02 [Reserved]

         Section 5.03 Statements. (a) Not later than 12:00 noon, New York
time, on each Determination Date, the Servicer shall deliver to the Trustee a
monthly report (the "Monthly Report") in a form and format mutually agreeable
to the Servicer and the Trustee containing the information set forth in
Exhibit D hereto as to each Mortgage Loan as of the end of the preceding Due
Period and such other information as the Trustee shall reasonably require,
including, without limitation, all information necessary to enable the Trustee
to make the payments required by Section 5.01(a). Each Monthly Report shall be
an Officer's Certificate. On the Business Day preceding the Distribution Date,
the Trustee shall deliver to the Servicer[, the Certificate Insurer] and the
Depositor, by telecopy, with a hard copy thereof to be delivered on such
Distribution Date, a statement (the "Trustee's Remittance Report") (based
solely on the information contained on the Monthly Report) containing the
information set forth below with respect to such Distribution Date:

                                      46
<PAGE>

                  (i) The Available Funds, the Certificate Rate [and the
         amount of the Insured Payment], if any, for the related Distribution
         Date;

                  (ii) The Class Principal Balance, the Pool Principal Balance
         as reported in the prior Trustee's Remittance Report or, in the case
         of the first Determination Date, the original Class Principal Balance
         of each Class and the Cut-Off Date Pool Principal Balance;

                  (iii) The aggregate amount of collections received on the
         Mortgage Loans on or prior to such Determination Date in respect of
         the preceding Due Period, separately stating the amounts received in
         respect of principal and interest;

                  (iv) The number and Principal Balances of all Mortgage Loans
         that were the subject of Principal Prepayments during the related Due
         Period;

                  (v) The amount of all Curtailments that were received during
         the Due Period;

                  (vi) The principal portion of all Monthly Payments received
         during the Due Period;

                  (vii) The interest portion of all Monthly Payments received
         on the Mortgage Loans during the Due Period;

                  (viii) The amount required to be paid by the Seller
         (reported separately) pursuant to Sections 2.02, 2.04 or 2.06;

                  (ix) The amount of the Monthly Advances and the Compensating
         Interest payment to be made with respect to such Distribution Date;

                  (x) The Class A Principal Distribution Amount for the
         related Distribution Date, the portion thereof to be distributed on
         each Class of Certificates then entitled to distributions of
         principal and the Class Interest Distribution for the related
         Distribution Date to be distributed on each Class of Certificates;

                  (xi) The amount, if any, of the Outstanding Class Interest
         Carryover Shortfall for each Class after giving effect to the
         distributions on the related Distribution Date;

                  (xii) The amount to be distributed to the Transferor for the
         related Distribution Date;

                  (xiii) The Class Principal Balance after giving effect to
         the distributions to be made on the related Distribution Date;

                  (xiv) The weighted average remaining term to maturity of the
         Mortgage Loans and the weighted average Loan Rate;

                                      47
<PAGE>

                  (xv) (a) The Servicing Fee to be paid to the Servicer and
         [(b) the amounts paid to the Certificate Insurer,] separately stated,
         and [the Reimbursement Amount to be paid to the Certificate Insurer
         pursuant to Section 5.01(a)(iv) and other amounts due and owing to
         the Certificate Insurer under the Insurance Agreement and to be paid
         pursuant to Section 5.01(a)(viii)];

                  (xvi) The amount of all payments or reimbursements to the
         Servicer pursuant to Section 3.03;

                  (xvii) The Overcollateralization Amount, the
         Overcollateralization Release Amount, the Targeted
         Overcollateralization Amount and the Distributable Excess Spread for
         such Distribution Date;

                  (xviii) The number of Mortgage Loans outstanding at the
         beginning and at the end of the related Due Period;

                  (xix) The Pool Principal Balance as of the end of the Due
         Period related to such Distribution Date;

                  (xx) The number and aggregate Principal Balances of Mortgage
         Loans (w) as to which the Monthly Payment is delinquent for 30-59
         days, 60-89 days and 90 or more days, respectively, (x) that have
         become REO Properties, in each case as of the end of the preceding
         Due Period, (y) that are in foreclosure and (z) the Mortgagor of
         which is the subject of any bankruptcy or insolvency proceeding;

                  (xxi) The unpaid principal amount of all Mortgage Loans that
         became Liquidated Mortgage Loans during such Due Period;

                  (xxii) The Net Liquidation Proceeds received during such Due
         Period;

                  (xxiii) The book value (within the meaning of 12 C.F.R.
         Section 571.13 or comparable provision) of any real estate acquired
         through foreclosure or grant of a deed in lieu of foreclosure;

                  (xxiv) Whether a Trigger Event has occurred or is
         continuing;

                  (xxv) Such other information as is required by the Code and
         regulations thereunder to be made available to Holders of the Regular
         Certificates;

                  [(xxvi) The aggregate Premium Amount to be paid to the
         Certificate Insurer pursuant to Section 5.01(a)(i);]

                  (xxvii) For so long as the Servicer is the Seller, the
         Rating Agencies ratings of the long-term unsecured debt of the
         Seller; and

                                      48
<PAGE>

                  (xxviii) Cumulative Liquidation Loan Losses and the 90 Day+
         Rolling Average as of such Distribution Date; and

                  (xxix) The number and aggregate Principal Balance of all
         Mortgage Loans purchased by the Servicer pursuant to Section 3.20 for
         (i) the related Due Period and (ii) for all Due Periods since the
         Cut-Off Date.

         The Trustee shall forward such report concurrently with each
distribution to the Certificateholders, the Rating Agencies, the Certificate
Insurer, Bloomberg (at 499 Park Avenue, New York, New York 10022, Attention: [
]) and [ ] on the related Distribution Date. The Trustee may fully rely upon
and shall have no liability with respect to information provided by the
Servicer.

         To the extent that there are inconsistencies between the telecopy of
the Trustee's Remittance Report and the hard copy thereof, the Servicer may
rely upon the latter.

         In the case of information furnished pursuant to subclauses (vii),
(x) and (xi) above, the amounts shall be expressed in a separate section of
the report as a dollar amount for each Class for each $1,000 original dollar
amount as of the Cut-Off Date.

         (b) Within a reasonable period of time after the end of each calendar
year, the Trustee shall furnish to each Person who at any time during the
calendar year was a Certificateholder of a Regular Certificate, if requested
in writing by such Person, such information as is reasonably necessary to
provide to such Person a statement containing the information set forth in
subclause (xxv) above, 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 prepared and furnished by the
Trustee to Certificateholders pursuant to any requirements of the Code as are
in force from time to time.

         (c) On each Distribution Date, the Trustee shall forward to the
Transferor a copy of the reports forwarded to the Regular Certificateholders
in respect of such Distribution Date with such other information as the
Trustee deems necessary or appropriate.

         (d) Within a reasonable period of time after the end of each calendar
year, the Trustee shall deliver to each Person who at any time during the
calendar year was a Transferor, if requested in writing by such Person, such
information as is reasonably necessary to provide to such Person a statement
containing the information provided pursuant to the previous paragraph
aggregated for such calendar year or applicable portion thereof during which
such Person was a Transferor. Such obligation of the Trustee shall be deemed
to have been satisfied to the extent that substantially comparable information
shall be prepared and furnished to Certificateholders by the Trustee pursuant
to any requirements of the Code as from time to time in force.

                                      49
<PAGE>

         Section 5.04 Distribution Account. The Trustee shall establish with [
] a separate trust account (the "Distribution Account") titled "[ ], as
Trustee, of [ ] Home Equity Loan Trust 200_-_ Distribution Account." The
Distribution Account shall be an Eligible Account. The Trustee shall deposit
amounts representing payments on and any collections in respect of the
Mortgage Loans received by it, if any, immediately following receipt thereof,
including, without limitation, all amounts withdrawn from the Collection
Account pursuant to Section 3.03 for deposit to the Distribution Account.
Amounts on deposit in the Distribution Account may be invested in Eligible
Investments pursuant to Section 5.05.

         Section 5.05 Investment of Accounts. (a) So long as no Event of
Default shall have occurred and be continuing, and consistent with any
requirements of the Code, all or a portion of any Account held by or in the
name of the Trustee shall be invested and reinvested by the Trustee, as
directed in writing by the Servicer, in one or more Eligible Investments
bearing interest or sold at a discount; such direction to be signed by a
Servicing Officer. If an Event of Default shall have occurred and be
continuing or if the Servicer does not provide investment directions, the
Trustee shall invest all Accounts in Eligible Investments described in
paragraphs (v) or (vi) of the definition of Eligible Investments. No such
investment in any Account shall mature later than the Business Day immediately
preceding the next Distribution Date.

         (b) If any amounts are needed for disbursement from any Account held
by the Trustee and sufficient uninvested funds are not available to make such
disbursement, the Trustee shall cause to be sold or otherwise converted to
cash a sufficient amount of the investments in such Account. No liquidation of
amounts of investments in an Account will be required prior to maturity unless
the proceeds are needed for disbursements.

         (c) The Trustee shall not in any way be held liable for the selection
of Eligible Investments to be purchased or sold pursuant to this Section or by
reason of any investment loss or charge or any insufficiency in any Account
held by or in the name of the Trustee resulting from any investment loss on
any Eligible Investment included therein unless the Trustee's failure to
perform in accordance with this Section is the cause of such loss or charge
except to the extent that the Trustee is the obligor and has defaulted
thereon. The Trustee shall have no liability in respect of losses incurred as
a result of the liquidation of any Eligible Investment prior to its stated
maturity or the failure of the Servicer to provide timely written investment
direction.

         (d) The Trustee shall invest and reinvest funds in the Accounts held
by or in the name of the Trustee, to the fullest extent practicable, in such
manner as the Servicer shall from time to time direct as set forth in Section
5.05(a), but only in one or more Eligible Investments.

         (e) So long as no Event of Default shall have occurred and be
continuing, all net income and gain realized from investment of, and all
realized earnings on, funds deposited in the Collection Account and the
Distribution Account shall be for the benefit of the Servicer as servicing
compensation (in addition to the Servicing Fee), and shall be subject to
withdrawal on or before the first Business Day of the month following the
month in which such income or gain is received. The Servicer shall deposit in
the Collection Account and the Distribution Account

                                      50
<PAGE>

the amount of any loss incurred in respect of any Eligible Investment held
therein which is in excess of the income and gain thereon immediately upon
realization of such loss from its own funds, without any right to
reimbursement therefor.

                                 ARTICLE VI.

                               The Certificates

         Section 6.01 The Certificates. The Class A Certificates shall be
substantially in the form set forth in Exhibit A hereto, and shall, on
original issue, be executed, authenticated and delivered by the Trustee to or
upon the order of the Depositor concurrently with the sale and assignment to
the Trustee of the Trust. The Class A Certificates shall be initially
evidenced by one or more certificates representing a fraction of the Original
Class Certificate Principal Balance and shall be held in minimum dollar
denominations of $1,000 and dollar multiples in excess thereof, except that
one Certificate may be in a different denomination so that the sum of the
denominations of all outstanding Certificates shall equal the Original Class
Certificate Principal Balance.

         The Certificates shall be executed on behalf of the Trust by manual
or facsimile signature on behalf of the Trustee by a Responsible 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 Trust, notwithstanding that such
individuals or any of them have ceased to be so authorized prior to the
authentication 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 such
Certificate shall have been manually authenticated by an authorized officer of
the Trustee substantially in the form provided for herein, and such
authentication upon any Certificate shall be conclusive evidence, and the only
evidence, that such Certificate has been duly authenticated and delivered
hereunder. All Certificates shall be dated the date of their authentication.
Subject to Section 6.02(c), the Regular Certificates shall be Book-Entry
Certificates. The Transferor Interest shall not be a Book-Entry Certificate.

         Section 6.02 Registration of Transfer and Exchange of Certificates.
(a) The Certificate Registrar shall cause to be kept at the Corporate Trust
Office a Certificate Register in which, subject to such reasonable regulations
as it may prescribe, the Certificate Registrar shall provide for the
registration of Certificates and of transfers and exchanges of Certificates as
herein provided. The Trustee shall initially serve as Certificate Registrar
for the purpose of registering Certificates and transfers and exchanges of
Certificates as herein provided.

         Upon surrender for registration of transfer of any Certificate at any
office or agency of the Certificate Registrar maintained for such purpose
pursuant to the foregoing paragraph, the Trustee on behalf of the Trust shall
execute, authenticate and deliver, in the name of the designated transferee or
transferees, one or more new Certificates of the same aggregate Percentage
Interest.

                                      51
<PAGE>

         At the option of the Certificateholders, Certificates may be
exchanged for other Certificates in authorized denominations and the same
aggregate Percentage Interests, upon surrender of the Certificates to be
exchanged at any such office or agency. Whenever any Certificates are so
surrendered for exchange, the Trustee shall execute on behalf of the Trust and
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 (if so required by
the Trustee or the Certificate Registrar) be duly endorsed by, or be
accompanied by a written instrument of transfer satisfactory to the Trustee
and the Certificate Registrar duly executed by, the Holder thereof or his
attorney duly authorized in writing.

         (b) Except as provided in paragraph (c) 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 such
Certificates may not be transferred by the Trustee except to another
Depository or its nominee; (ii) the Depository shall maintain book-entry
records with respect to the Certificate Owners and with respect to ownership
and transfers of such Certificates; (iii) ownership and transfers of
registration of such 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 as
representative of the Certificate Owners of the Certificates for purposes of
exercising the rights of Holders under this Agreement, and requests and
directions for and votes of such representative 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; and (vii) the
direct and indirect participants of the Depository shall have no rights under
this Agreement under or with respect to any of the Certificates held on their
behalf by the Depository, and the Depository may be treated by the Trustee and
its agents, employees, officers and directors as the absolute owner of the
Certificates for all purposes whatsoever.

         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 Owners. Each
Depository Participant shall only transfer Book-Entry Certificates of
Certificate Owners that it represents or of brokerage firms for which it acts
as agent in accordance with the Depository's normal procedures. The parties
hereto are hereby authorized to execute a Letter of Representations with the
Depository or take such other action as may be necessary or desirable to
register a Book-Entry Certificate to the Depository. In the event of any
conflict between the terms of any such Letter of Representation and this
Agreement the terms of this Agreement shall control.

         (c) If (i) (x) the Depository or the Depositor advises the Trustee in
writing that the Depository is no longer willing or able to discharge properly
its responsibilities as Depository and (y) the Trustee or the Depositor is
unable to locate a qualified successor, (ii) the Depositor,

                                      52
<PAGE>

at its sole option, with the consent of the Trustee, elects to terminate the
book-entry system through the Depository or (iii) after the occurrence of an
Event of Default, the Certificate Owners of each Class of Regular Certificates
representing Percentage Interests aggregating not less than 51% advises the
Trustee and Depository through the Financial Intermediaries and the Depository
Participants in writing that the continuation of a book-entry system through
the Depository to the exclusion of definitive, fully registered certificates
(the "Definitive Certificates") to Certificate Owners is no longer in the best
interests of the Certificate Owners, upon surrender to the Certificate
Registrar of each Class of Regular Certificates by the Depository, accompanied
by registration instructions from the Depository for registration, the Trustee
shall, at the Depositor's expense, in the case of (ii) above, or the Seller's
expense, in the case of (i) and (iii) above, execute on behalf of the Trust
and authenticate the Definitive Certificates. Neither the Depositor nor the
Trustee shall be liable for any delay in delivery of such instructions and may
conclusively rely on, and shall be protected in relying on, such instructions.
Upon the issuance of Definitive Certificates, the Trustee, the Certificate
Registrar, the Servicer, any Paying Agent and the Depositor shall recognize
the Holders of the Definitive Certificates as Certificateholders hereunder.

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

         All Certificates surrendered for registration of transfer or exchange
shall be cancelled by the Certificate Registrar and disposed of pursuant to
its standard procedures.

         Section 6.03 Mutilated, Destroyed, Lost or Stolen Certificates. If
(i) any mutilated Certificate is surrendered to the Certificate Registrar or
the Certificate Registrar receives evidence to its satisfaction of the
destruction, loss or theft of any Certificate and (ii) there is delivered to
the Trustee and the Certificate Registrar such security or indemnity as may be
required by them to save each of them harmless, then, in the absence of notice
to the Trustee or the Certificate Registrar that such Certificate has been
acquired by a bona fide purchaser, the Trustee shall execute on behalf of the
Trust, authenticate and deliver, in exchange for or in lieu of any such
mutilated, destroyed, lost or stolen Certificate, a new Certificate of like
tenor and Percentage Interest. Upon the issuance of any new Certificate under
this Section, the Trustee or the Certificate Registrar may require the payment
of a sum sufficient to cover any tax or other governmental charge that may be
imposed in relation thereto and any other expenses (including the fees and
expenses of the Trustee and the Certificate Registrar) in connection
therewith. Any duplicate Certificate issued pursuant to this Section, shall
constitute complete and indefeasible evidence of ownership in the Trust, as if
originally issued, whether or not the lost, stolen or destroyed Certificate
shall be found at any time.

         Section 6.04 Persons Deemed Owners. Prior to due presentation of a
Certificate for registration of transfer, the Servicer, the Depositor, the
Trustee, the Certificate Registrar, the Certificate Insurer, any Paying Agent
and any agent of the Servicer, the Depositor, the

                                      53
<PAGE>

Certificate Registrar, any Paying Agent, the Certificate Insurer or the
Trustee may (subject to Section 5.01(b)) treat the Person, including a
Depository, in whose name any Certificate is registered as the owner of such
Certificate for the purpose of receiving distributions pursuant to Section
5.01 and for all other purposes whatsoever, and none of the Servicer, the
Trust, the Trustee, the Certificate Insurer, the Depositor, the Certificate
Registrar, the Paying Agent nor any agent of any of them shall be affected by
notice to the contrary.

         Section 6.05 Appointment of Paying Agent. (a) The Paying Agent shall
make distributions to Certificateholders from the Distribution Account
pursuant to Section 5.01 and shall report the amounts of such distributions to
the Trustee. The duties of the Paying Agent may include the obligation (i) to
withdraw funds from the Distribution Account pursuant to Section 5.01 and for
the purpose of making the distributions referred to in Section 5.01 and (ii)
to distribute statements and provide information to Certificateholders as
required hereunder. The Paying Agent hereunder shall at all times be a
corporation duly incorporated and validly existing under the laws of the
United States of America or any state thereof, authorized under such laws to
exercise corporate trust powers and subject to supervision or examination by
federal or state authorities. The Paying Agent shall initially be the Trustee.
The Trustee may appoint a successor to act as Paying Agent, which appointment
shall be reasonably satisfactory to the Depositor and the Certificate Insurer.
There will be no Paying Agent on the Closing Date.

         (b) The Trustee shall cause the Paying Agent (if other than the
Trustee) to execute and deliver to the Trustee an instrument in which such
Paying Agent shall agree with the Trustee that such Paying Agent shall hold
all sums, if any, held by it for payment to the Certificateholders in trust
for the benefit of the Certificateholders entitled thereto until such sums
shall be paid to such Certificateholders and shall agree that it shall comply
with all requirements of the Code regarding the withholding of payments in
respect of Federal income taxes due from Certificate Owners and otherwise
comply with the provisions of this Agreement applicable to it.

         Section 6.06 Restrictions on Transfer of Ownership Interest. The
Ownership Interest and any interest therein shall not be transferred except
upon satisfaction of the following conditions precedent: (i) the Person that
acquires an interest in the Ownership Interest shall (A) be organized and
existing under the laws of the United States of America or any state or the
District of Columbia thereof, (B) expressly assume, by an agreement
supplemental hereto, executed and delivered to the Trustee [and the
Certificate Insurer] the performance of every covenant and obligation of the
Transferor hereunder and (C) as part of its acquisition of an interest in the
Ownership Interest, acquire all rights of the Transferor or any transferee
under this Section 6.06 to amounts payable to such Transferor or such
transferee under Section 5.01(ix); (ii) the Owner of the Ownership Interest
shall deliver to the Trustee [and the Certificate Insurer] an Officer's
Certificate stating that such transfer and such supplemental agreement comply
with this Section 6.06 and that all conditions precedent provided by this
subsection 6.06 have been complied with and an Opinion of Counsel stating that
all conditions precedent provided by this subsection 6.06 have been complied
with, and the Trustee may conclusively rely on such Officer's Certificate,
shall have no duty to make inquiries with regard to the matters set forth
therein and shall incur no liability in so relying; (iii) the Owner of the
Ownership Interest shall

                                      54
<PAGE>

deliver to the Trustee [and the Certificate Insurer] a letter from each Rating
Agency confirming that its rating of the Class A Certificates, after giving
effect to such transfer, will not be reduced or withdrawn [without regard to
the Policy]; (iv) the transferee of the Ownership Interest shall deliver to
the Trustee an Opinion of Counsel to the effect that (a) such transfer will
not adversely affect the treatment of the Class A Certificates after such
transfer as debt for federal and applicable state income tax purposes, (b)
such transfer will not result in the Trust being subject to tax at the entity
level for federal or applicable state tax purposes, (c) such transfer will not
have any material adverse impact on the federal or applicable state income
taxation of an Investor Certificateholder or any Certificate Owner and (d)
such transfer will not result in the arrangement created by this Agreement or
any "portion" of the Trust, being treated as a taxable mortgage pool as
defined in Section 7701 (i) of the Code; (v) all filings and other actions
necessary to continue the perfection of the interest of the Trust in the
Mortgage Loans and the other property conveyed hereunder shall have been taken
or made; [and (vi) the Certificate Insurer shall have consented to such
transfer in writing]. Notwithstanding the foregoing, the requirement set fort
in subclause (i) (A) of this Section 6.06 shall not apply in the event the
Trustee [and the Certificate Insurer] shall have received a letter from each
Rating Agency confirming that its rating of the Class A Certificates, after
giving effect to a proposed transfer to a Person that does not meet the
requirement set forth in subclause (i) (A), shall not be reduced or withdrawn
[without regard to the Policy]. Notwithstanding the foregoing, the
requirements set forth in this paragraph (c) shall not apply to the initial
issuance of the Ownership Interest to the Transferor.

         (d) Except for the initial issuance of the Ownership Interest to the
Transferor, no transfer of a Transferor Certificate shall be made unless the
Trustee shall have received either (i) a representation letter from the
transferee of such Certificate, acceptable to and in form and substance
satisfactory to the Trustee, to the effect that such transferee is not an
employee benefit plan subject to Section 406 of ERISA, nor a Person acting on
behalf of any such plan, which representation letter shall not be an expense
of the Trustee, (ii) if the purchaser is an insurance company, a
representation that the purchaser is an insurance company which is purchasing
such Certificates with funds contained in an "insurance company general
account" (as such term is defined in Section V(e) of Prohibited Transaction
Class Exemption 95-60 ("PTCE 95-60")) and that the purchase and holding of
such Certificates are covered under PTCE 95-60, or (iii) in the case of any
Ownership Interest presented for registration in the name of an employee
benefit plan subject to ERISA, and Section 4975 of the Code (or comparable
provisions of any subsequent enactments), or a trustee of any such plan, an
Opinion of Counsel to the effect that the purchase or holding of such
Ownership Interest will not result in the assets of the Trust being deemed to
be "plan assets" and subject to the prohibited transaction provisions of ERISA
and the Code and will not subject the Trustee to any obligation in addition to
those undertaken in this Agreement, which Opinion of Counsel shall not be an
expense of the Trustee or the Sponsor.

                                      55
<PAGE>

                                 ARTICLE VII.

                  The Seller, the Servicer and the Depositor

         Section 7.01 Liability of the Seller, the Servicer and the Depositor.
The Seller and the Servicer shall be liable in accordance herewith only to the
extent of the obligations specifically imposed upon and undertaken by the
Seller or the Servicer, as the case may be, herein. The Depositor shall be
liable in accordance herewith only to the extent of the obligations
specifically imposed upon and undertaken herein by the Depositor.

         Section 7.02 Merger or Consolidation of, or Assumption of the
Obligations of, the Seller, the Servicer or the Depositor. Any Person into
which the Seller, the Servicer or the Depositor may be merged or consolidated,
or any Person resulting from any merger, conversion or consolidation to which
the Seller, the Servicer or the Depositor shall be a party, or any Person
succeeding to the business of the Seller, the Servicer or the Depositor, shall
be the successor of the Seller, the Servicer or the Depositor, 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 Servicer shall satisfy
all the requirements of Section 8.02 with respect to the qualifications of a
successor Servicer.

         Section 7.03 Limitation on Liability of the Servicer and Others.
Neither the Servicer nor any of the directors or officers or employees or
agents of the Servicer shall be under any liability to the Trust or the
Certificateholders for any action taken or for refraining from the taking of
any action by the Servicer in good faith pursuant to this Agreement, or for
errors in judgment; provided, however, that this provision shall not protect
the Servicer or any such Person against any liability which would otherwise be
imposed by reason of its willful misfeasance, bad faith or gross negligence in
the performance of duties of the Servicer or by reason of its reckless
disregard of its obligations and duties of the Servicer hereunder; provided,
further, that this provision shall not be construed to entitle the Servicer to
indemnity in the event that amounts advanced by the Servicer to retire any
senior lien exceed Net Liquidation Proceeds realized with respect to the
related Mortgage Loan. The preceding sentence shall not limit the obligations
of the Servicer pursuant to Section 9.05. The Servicer and any director or
officer or employee or agent of the Servicer may rely in good faith on any
document of any kind prima facie properly executed and submitted by any Person
respecting any matters arising hereunder. The Servicer and any director or
officer or employee or agent of the Servicer shall be indemnified by the Trust
and held harmless against any loss, liability or expense incurred in
connection with 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 its willful misfeasance, bad
faith or gross negligence in the performance of duties hereunder or by reason
of its reckless disregard of obligations and duties hereunder; and such
amounts shall be payable only pursuant to Section 3.03(vii). The Servicer may
undertake any such action which it may deem necessary or desirable in respect
of this Agreement, and the rights and duties of the parties hereto and the

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<PAGE>

interests of the Certificateholders hereunder. In such event, the reasonable
legal expenses and costs of such action and any liability resulting therefrom
shall be expenses, costs and liabilities of the Trust and the Servicer shall
be entitled to be reimbursed therefor only pursuant to Section 5.01(a)(vii).
The Servicer's right to indemnity or reimbursement pursuant to this Section
shall survive any resignation or termination of the Servicer pursuant to
Section 7.04 or 8.01 with respect to any losses, expenses, costs or
liabilities arising prior to such resignation or termination (or arising from
events that occurred prior to such resignation or termination). This paragraph
shall apply to the Servicer solely in its capacity as Servicer hereunder and
in no other capacities.

         Section 7.04 Servicer Not to Resign. Subject to the provisions of
Section 7.02, the Servicer shall not resign from the obligations and duties
hereby imposed on it except (i) upon determination that the performance of its
obligations or duties hereunder are no longer permissible under applicable law
or are in material conflict by reason of applicable law with any other
activities carried on by it or its subsidiaries or Affiliates, the other
activities of the Servicer so causing such a conflict being of a type and
nature carried on by the Servicer or its subsidiaries or Affiliates at the
date of this Agreement or (ii) upon satisfaction of the following conditions:
(a) the Servicer has proposed a successor servicer to the Trustee in writing
and such proposed successor servicer is reasonably acceptable to the Trustee;
(b) each Rating Agency shall have delivered a letter to the Trustee prior to
the appointment of the successor servicer stating that the proposed
appointment of such successor servicer as Servicer hereunder will not result
in the reduction or withdrawal of the then current rating of the Regular
Certificates; and (c) such proposed successor servicer is reasonably
acceptable to the Rating Agencies [and the Certificate Insurer,] as evidenced
by a letter to the Trustee; provided, however, that no such resignation by the
Servicer shall become effective until such successor servicer or, in the case
of (i) above, the Trustee shall have assumed the Servicer's responsibilities
and obligations hereunder or the Trustee shall have designated a successor
servicer in accordance with Section 8.02. Any such resignation shall not
relieve the Servicer of responsibility for any of the obligations specified in
Sections 8.01 and 8.02 as obligations that survive the resignation or
termination of the Servicer. Any such determination permitting the resignation
of the Servicer pursuant to clause (i) above shall be evidenced by an Opinion
of Counsel to such effect delivered to the Trustee [and the Certificate
Insurer].

         Section 7.05 Delegation of Duties. In the ordinary course of
business, the Servicer at any time may delegate any of its duties hereunder to
any Person, including any of its Affiliates, who agrees to conduct such duties
in accordance with standards comparable to those set forth in Section 3.01.
Such delegation shall not relieve the Servicer of its liabilities and
responsibilities with respect to such duties and shall not constitute a
resignation within the meaning of Section 7.04. The Servicer shall provide the
Trustee [and the Certificate Insurer] with written notice prior to the
delegation of any of its duties to any Person or any of the Servicer's
Affiliates or their respective successors and assigns.

         Section 7.06 Indemnification of the Trust by the Servicer. The
Servicer shall indemnify and hold harmless the Trust and the Trustee and its
officers, directors, agents and employees from and against any loss,
liability, expense, damage or injury suffered or sustained by reason of

                                      57
<PAGE>

the Servicer's willful misfeasance, bad faith or gross negligence in the
performance of its activities in servicing or administering the Mortgage Loans
pursuant to this Agreement, including, but not limited to, any judgment,
award, settlement, reasonable fees of counsel of its selection and other costs
or expenses incurred in connection with the defense of any actual or
threatened action, proceeding or claim related to the Servicer's misfeasance,
bad faith or gross negligence. Any such indemnification shall not be payable
from the assets of the Trust. The provisions of this indemnity shall run
directly to and be enforceable by an injured party subject to the limitations
hereof. The provisions of this Section 7.06 shall survive termination of the
Agreement or the earlier of the resignation or removal of the Trustee.

         Notwithstanding anything to the contrary contained herein, the Seller
(i) agrees to be liable directly to the injured party for the entire amount
and (ii) shall indemnify and hold harmless the Servicer, the Trust and the
Trustee from and against any loss, liability, expense, damage, claim or injury
(including, without limitation, any prohibited transactions tax imposed on the
Trust, but excluding any loss, liability, expense, damage, claim or injury
attributable to a holder of a Class A Certificate in the capacity as an
investor in such Certificates as a result of defaults on the Mortgage Loans)
arising out of or based on the retention of the Mortgage Loans and Mortgage
Files pursuant to this Agreement by reason of any acts, omissions or alleged
acts or omissions arising out of activities of the Trust or the Trustee, or
the actions of the Servicer including, in either case, but not limited to,
amounts payable to the Servicer pursuant to Section 7.03, any judgment, award,
settlement, reasonable attorneys' fees and other costs or expenses incurred in
connection with the defense of any actual or threatened action, proceeding or
claim; provided that the Seller shall not indemnify any such party (but shall
indemnify any other injured party) if such loss, liability, expense, damage or
injury is due to such party's willful malfeasance, bad faith or negligence or
by reason of such party's reckless disregard of its obligations hereunder. The
provisions of this indemnity shall run directly to and be enforceable by an
injured party subject to the limitations hereof. The provisions of this
Section shall survive the termination of this Agreement or the resignation or
removal of the Trustee hereunder.

                                ARTICLE VIII.

                                    Default

         Section 8.01 Events of Default. (a) If any one of the following
events ("Events of Default") shall occur and be continuing:

                  (i) (A) The failure by the Servicer to make any Monthly
         Advance (other than a Nonrecoverable Advance); or (B) any other
         failure by the Servicer to deposit in the Collection Account or the
         Distribution Account any deposit required to be made under the terms
         of this Agreement which continues unremedied for a period of two
         Business Days after the date upon which written notice of such
         failure shall have been given to the Servicer by the Trustee or to
         the Servicer and the Trustee by [the Certificate Insurer] or any
         holder of a Certificate evidencing an aggregate undivided interest in
         the Trust of a Percentage Interest of at least 25%; or

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<PAGE>

                  (ii) The failure by the Servicer to make any required
         Servicing Advance which failure continues unremedied for a period of
         30 days, or the failure by the Servicer duly to observe or perform,
         in any material respect, any other covenants, obligations or
         agreements of the Servicer as set forth in this Agreement, which
         failure continues unremedied for a period of 30 days, after the date
         on which written notice of such failure, requiring the same to be
         remedied, shall have been given to the Servicer by the Trustee or to
         the Servicer and the Trustee by the [Certificate Insurer or] any
         holder of a Certificate evidencing an aggregate undivided interest in
         the Trust of a Percentage Interest of at least 25%; or

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

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

                  (v) So long as the Seller is the Servicer, any failure of
         the Seller, to repurchase, or substitute an Eligible Substitute
         Mortgage Loan for, any Mortgage Loan as required by Sections 2.02,
         2.04 and 2.06; and

                  (vi)  [ The occurrence of a Trigger Event.]

         (b) Then, and in each and every such case, so long as an Event of
Default shall not have been remedied within the applicable grace period, (x)
with respect solely to clause (i) (A) above, if such Monthly Advance is not
made by 4:00 P.M., New York time, on the second Business Day following written
notice to the Servicer of such event given to the Servicer by the Trustee, the
Trustee shall terminate by written notice to the Servicer all of the rights
and obligations of the Servicer under this Agreement and the Trustee, or a
successor servicer appointed in accordance

                                      59
<PAGE>

with Section 8.02, shall immediately make such Monthly Advance and assume,
pursuant to Section 8.02, the duties of a successor Servicer and (y) in the
case of (i) (B), (ii), (iii), (iv) and (v) above, the Trustee shall, at the
direction of [the Certificate Insurer or] the Holders of Certificates
evidencing Percentage Interests aggregating not less than 51% [(with the
consent of the Certificate Insurer so long as no Certificate Insurer Default
exists)], by notice then given in writing to the Servicer, terminate all of
the rights and obligations of the Servicer as servicer under this Agreement.
Any notice given pursuant to this Section to the Servicer shall also be given
to each Rating Agency and the Depositor. On or after the receipt by the
Servicer of such written notice, all authority and power of the Servicer under
this Agreement, whether with respect to the Certificates or the Mortgage Loans
or otherwise, shall pass to and be vested in the Trustee pursuant to and under
this Section; and, without limitation, 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 of each Mortgage Loan and related documents or
otherwise. The Servicer agrees to cooperate with the Trustee in effecting the
termination of the responsibilities and rights of the Servicer hereunder,
including, without limitation, the transfer to the Trustee for the
administration by it of all cash amounts that shall at the time be held by the
Servicer and to be deposited by it in the Collection Account, or that have
been deposited by the Servicer in the Collection Account or thereafter
received by the Servicer with respect to the Mortgage Loans. All reasonable
costs and expenses (including attorneys' fees) incurred in connection with
transferring the Mortgage Files to the successor Servicer and amending this
Agreement to reflect such succession as Servicer pursuant to this Section
shall be paid by the predecessor Servicer (or if the predecessor Servicer is
the Trustee, the initial Servicer) upon presentation of reasonable
documentation of such costs and expenses.

         (c) Holders of Certificates evidencing Percentage Interests
aggregating not less than 51% [(with the consent of the Certificate Insurer, a
copy of which consent shall be delivered to the Trustee)] shall have the right
to direct the time, method and place of conducting any proceeding for any
remedy available to the Trustee, or exercising any trust or power conferred on
the Trustee, provided, that:

                                (1) such direction shall not be in conflict
                                    with any rule of law or with this
                                    Agreement;

                                (2) the Trustee may take any other action
                                    deemed proper by the Trustee which is not
                                    inconsistent with such direction; and

                                (3) the Trustee shall have the right to
                                    decline to follow any such direction if
                                    the Trustee in good faith shall, by a
                                    Responsible Officer or Officers of the
                                    Trustee, determine that the proceeding so
                                    directed would involve the Trustee in
                                    personal liability.

         Section 8.02 Trustee to Act; Appointment of Successor. (a) On and
after the time the Servicer receives a notice of termination pursuant to
Section 8.01 or on or after any resignation

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<PAGE>

pursuant to Section 7.04(i) provided, that in the case of Section 7.04(i) the
Opinion of Counsel required by that Section shall have been received, the
Trustee shall be the successor in all respects 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 arising on and after its succession. As compensation
therefor, the Trustee shall be entitled to such compensation as the Servicer
would have been entitled to hereunder if no such notice of termination had
been given. Notwithstanding the above, (i) if the Trustee is unwilling to act
as successor Servicer or (ii) if the Trustee is legally unable so to act, the
Trustee shall appoint or petition a court of competent jurisdiction to
appoint, any established housing and home finance institution, bank or other
mortgage loan or home equity loan Servicer having a net worth of not less than
$50,000,000 as the successor to the Servicer hereunder in the assumption of
all or any part of the responsibilities, duties or liabilities of the Servicer
hereunder; [provided that any such successor Servicer shall be acceptable to
the Certificate Insurer, as evidenced by the Certificate Insurer's prior
written consent which consent shall not be unreasonably withheld] and
provided, further, that the appointment of any such successor Servicer will
not result in the qualification, reduction or withdrawal of the ratings
assigned to the Certificates by the Rating Agencies. Pending appointment of a
successor to the Servicer hereunder, unless the Trustee is prohibited by law
from so acting, the Trustee shall act in such capacity as hereinabove
provided. In connection with such appointment and assumption, the successor
shall be entitled to receive compensation out of payments on Mortgage Loans in
an amount equal to the compensation which the Servicer would otherwise have
received pursuant to Section 3.09 (or such lesser compensation as the Trustee
and such successor shall agree). The appointment of a successor Servicer shall
not affect any liability of the predecessor Servicer which may have arisen
under this Agreement prior to its termination as Servicer to pay any
deductible under an insurance policy pursuant to Section 3.05 or to indemnify
the Trustee pursuant to Section 7.06), nor shall any successor Servicer be
liable for any acts or omissions of the predecessor Servicer or for any breach
by such Servicer of any of its representations or warranties contained herein
or in any related document or agreement. The Trustee and such successor shall
take such action, consistent with this Agreement, as shall be necessary to
effectuate any such succession.

         (b) Any successor, including the Trustee, to the Servicer as Servicer
shall during the term of its service as Servicer (i) continue to service and
administer the Mortgage Loans for the benefit of Certificateholders and the
Certificate Insurer, (ii) maintain in force a policy or policies of insurance
covering errors and omissions in the performance of its obligations as
Servicer hereunder and a fidelity bond in respect of its officers, employees
and agents to the same extent as the Servicer is so required pursuant to
Section 3.06.

         Section 8.03 Waiver of Defaults. The Majority Certificateholders
[with the consent of the Certificate Insurer (a copy of which shall be
delivered to the Trustee) or the Certificate Insurer may,] on behalf of all
Certificateholders, waive any events permitting removal of the Servicer as
Servicer pursuant to this Article VIII, provided, however, that the
Certificateholders may not waive a default in making a required distribution
on a Certificate without the consent of

                                      61
<PAGE>

the Holder of such Certificate. Upon any waiver of a past default, such
default shall cease to exist and any Event of Default arising therefrom shall
be deemed to have been remedied for every purpose of this Agreement. No such
waiver shall extend to any subsequent or other default or impair any right
consequent thereto except to the extent expressly so waived. Notice of any
such waiver shall be given by the Trustee to the Rating Agencies.

         Section 8.04 Notification to Certificateholders. Upon any termination
or appointment of a successor to the Servicer pursuant to this Article VIII or
Section 7.04, the Trustee shall give prompt written notice thereof to the
Certificateholders at their respective addresses appearing in the Certificate
Register[, the Certificate Insurer] and each Rating Agency.

         [Section 8.05 Rights of the Certificate Insurer to Exercise Rights of
Class A Certificateholders. By accepting its Certificate, each Class A
Certificateholder agrees that unless a Certificate Insurer Default exists, the
Certificate Insurer shall be deemed to be the Certificateholders for all
purposes (other than with respect to payment on the Certificates) and shall
have the right to exercise all rights of the Class A Certificateholders under
this Agreement and under each Class of Class A Certificates without any
further consent of the Class A Certificateholders, including, without
limitation:

                  (i) the right to require the Seller to repurchase Mortgage
         Loans pursuant to Section 2.02 or 2.04;

                  (ii) the right to give notices of breach or to terminate the
         rights and obligations of the Servicer as servicer pursuant to
         Section 8.01 and to consent to or direct waivers of Servicer defaults
         pursuant to Section 8.03;

                  (iii) the right to direct actions of the Trustee pursuant to
         Section 8.01;


                  (iv) [Reserved]

                  (v) the right to direct the Trustee to investigate certain
         matters pursuant to Section 9.02;

                  (vi) the right to remove the Trustee pursuant to Section
         9.07;

                  (vii) the right to direct foreclosures upon the failure of
         the Servicer to do so in accordance with this Agreement; and

                  (viii) any rights or remedies expressly given the Majority
         Certificateholders.

In addition, each Certificateholder agrees that unless a Certificate Insurer
Default exists, the rights specifically enumerated in this Agreement may be
exercised by the Certificateholders only with the prior written consent of the
Certificate Insurer.
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<PAGE>

         Section 8.06 Trustee to Act Solely with Consent of the Certificate
Insurer. Unless a Certificate Insurer Default exists, the Trustee shall not,
without the Certificate Insurer's consent or unless directed by the
Certificate Insurer:

                  (i) terminate the rights and obligations of the Servicer as
         Servicer pursuant to Section 8.01;

                  (ii) agree to any amendment pursuant to Article XI,
         provided, however, that such consent shall not be unreasonably
         withheld; or

                  (iii) undertake any litigation.

         The Certificate Insurer may, in writing delivered to the Trustee and
in its sole discretion renounce all or any of its rights under Section 8.05,
8.06 or 8.07 or any requirement for the Certificate Insurer's consent for any
period of time.

         Section 8.07 Mortgage Loans, Trust and Accounts Held for Benefit of
the Certificate Insurer. The Trustee shall hold the Trust and the Mortgage
Files (as set forth in Section 2.01) for the benefit of the Certificateholders
and the Certificate Insurer and all references in this Agreement and in the
Certificates to the benefit of Holders of the Certificates shall be deemed to
include the Certificate Insurer. The Trustee shall cooperate in all reasonable
respects with any reasonable request by the Certificate Insurer for action to
preserve or enforce the Certificate Insurer's rights or interests under this
Agreement and the Certificates unless, as stated in an Opinion of Counsel
addressed to the Trustee and the Certificate Insurer, such action is adverse
to the interests of the Certificateholders or diminishes the rights of the
Certificateholders or imposes additional burdens or restrictions on the
Certificateholders.

         The Servicer hereby acknowledges and agrees that it shall service the
Mortgage Loans for the benefit of the Certificateholders and for the benefit
of the Certificate Insurer, and all references in this Agreement to the
benefit of or actions on behalf of the Certificateholders shall be deemed to
include the Certificate Insurer.

         Section 8.08 Certificate Insurer Default. Notwithstanding anything
elsewhere in this Agreement or in the Certificates to the contrary, if a
Certificate Insurer Default exists, or if and to the extent the Certificate
Insurer has delivered its written renunciation of its rights, the provisions
of this Article VIII and all other provisions of this Agreement which (a)
permit the Certificate Insurer to exercise rights of the Certificateholders,
(b) restrict the ability of the Certificateholders, the Servicer or the
Trustee to act without the consent or approval of the Certificate Insurer, (c)
provide that a particular act or thing must be acceptable to the Certificate
Insurer, (d) permit the Certificate Insurer to direct (or otherwise to
require) the actions of the Trustee, the Servicer or the Certificateholders,
(e) provide that any action or omission taken with the consent, approval or
authorization of the Certificate Insurer shall be authorized hereunder or
shall not subject the party taking or omitting to take such action to any
liability hereunder or (f) which have a similar effect, shall be of no further
force and effect and the Trustee

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shall administer the Trust and perform its obligations hereunder solely for
the benefit of the Holders of the Certificates. Nothing in the foregoing
sentence, nor any action taken pursuant thereto or in compliance therewith,
shall be deemed to have released the Certificate Insurer from any obligation
or liability it may have to any party or to the Certificateholders hereunder,
under any other agreement, instrument or document (including, without
limitation, the Certificate Insurance Policy) or under applicable law.]

                                  ARTICLE IX.

                                  The Trustee

         Section 9.01 Duties of Trustee. The Trustee, prior to the occurrence
of an Event of Default and after the curing or waiver of all Events of Default
which may have occurred, undertakes to perform such duties and only such
duties as are specifically set forth in this Agreement. If an Event of Default
has occurred (which has not been cured or waived) of which a Responsible
Officer of the Trustee at the Corporate Trust Office has actual knowledge, 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, unless it is acting as successor Servicer in which
case it shall use, when acting in such capacity, the same degree of care and
skill required of the Servicer hereunder.

         The Trustee, upon receipt of all resolutions, certificates,
statements, opinions, reports, documents, orders or other instruments
furnished to the Trustee which are specifically required to be furnished
pursuant to any provision of this Agreement, shall examine them to determine
whether they conform to the requirements of 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 be in the form specified
in this Agreement, on its face, the Trustee shall take action as it deems
appropriate to have the instrument corrected, and if the instrument is not
corrected to the Trustee's reasonable satisfaction, the Trustee will provide
notice thereof to the [Certificate Insurer] and will, at the expense of the
Seller, which expense shall be reasonable given the scope and nature of the
action required, take such further action as directed by the [Certificate
Insurer].

         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 misconduct; provided, however, that:

                  (i) prior to the occurrence of an Event of Default of which
         a Responsible Officer of the Trustee shall have actual knowledge, and
         after the curing or waiver of all such Events of Default which may
         have occurred, 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

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         read into this Agreement against the Trustee and, in the absence of
         bad faith on the part of the Trustee, 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;

                  (ii) the Trustee shall not be personally liable for an error
         of judgment made in good faith by a Responsible Officer of the
         Trustee, unless it shall be proved that the Trustee was negligent in
         ascertaining or investigating the facts related thereto;

                  (iii) the Trustee shall not be personally liable with
         respect to any action taken, suffered or omitted to be taken by it in
         good faith in accordance with the direction of the Certificate
         Insurer or the Holders of Certificates evidencing Percentage
         Interests aggregating not less than 51% [(with the consent of the
         Certificate Insurer, so long as no Certificate Insurer Default exists
         (a copy of which consent shall be delivered to the Trustee))]
         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) the Trustee shall not be charged with knowledge of any
         failure by the Servicer to comply with the obligations of the
         Servicer referred to in clauses (i) and (ii) of Section 8.01(a) or of
         an Event of Default under Sections 8.01(v) or (vi), of an Assignment
         Event or of a Deposit Event unless a Responsible Officer of the
         Trustee at the Corporate Trust Office obtains actual knowledge of
         such failure or event or the Trustee receives written notice of such
         failure or event from the Servicer, the Certificate Insurer or the
         Holders of Certificates evidencing Percentage Interests aggregating
         not less than 51%.

         The Trustee shall not be required to expend or risk its own funds or
otherwise incur financial liability in the performance of any of its duties
hereunder, or in the exercise of any of its rights or powers, if there is
reasonable ground for believing that the repayment of such funds or adequate
indemnity against such risk or liability is not reasonably assured to it, and
none of the provisions contained in this Agreement shall in any event require
the Trustee 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.

         Subject to the other provisions of this Agreement and without
limiting the generality of this Section, the Trustee shall have no duty (A) 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 from funds available in the
Collection Account or any other source or (B) to confirm or verify the
contents of any reports or certificates of the Servicer delivered to the
Trustee pursuant to this Agreement believed by the Trustee to be genuine and
to have been signed or presented by the proper party or parties.

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         Section 9.02 Certain Matters Affecting the Trustee. (a) Except as
otherwise provided in Section 9.01:

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

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

                  (iii) the Trustee shall be under no obligation to exercise
         any of the 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 or the Certificate Insurer, pursuant to the
         provisions of this Agreement, unless such Certificateholders or the
         Certificate Insurer shall have offered to the Trustee reasonable
         security or indemnity against the costs, expenses and liabilities
         which may be incurred therein or thereby; the right of the Trustee to
         perform any discretionary act enumerated in this Agreement shall not
         be construed as a duty, and the Trustee shall not be answerable for
         other than its negligence or willful misconduct in the performance of
         any such act; nothing contained herein shall, however, relieve the
         Trustee of the obligations, upon the occurrence of an Event of
         Default (which has not been cured or waived) of which a Responsible
         Officer at the Corporate Trust Office has actual knowledge, to
         exercise such of the rights and powers vested in it by this
         Agreement, and to use the same degree of care and skill in their
         exercise (unless it is acting as Servicer) as a prudent person would
         exercise or use under the circumstances in the conduct of such
         person's own affairs;

                  (iv) 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;

                  (v) prior to the occurrence of an Event of Default and after
         the curing or waiver of all Events of Default 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 documents, unless requested
         in writing to do so by the Certificate Insurer or Holders of
         Certificates evidencing Percentage Interests aggregating not less
         than 51% (with the consent of the Certificate Insurer, so long as no
         Certificate Insurer Default exists (a copy of which consent shall be
         delivered to the Trustee)); provided, however,

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<PAGE>

         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 cost, expense or liability as a condition to
         such proceeding. Nothing in this clause (v) shall derogate from the
         obligation of the Servicer to observe any applicable law prohibiting
         disclosure of information regarding the Mortgagors;

                  (vi) 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 8.02;

                  (vii) the Trustee may execute any of the trusts or powers
         hereunder or perform any duties hereunder either directly or by or
         through agents, attorneys, nominees or a custodian;

                  (viii) the Trustee shall not be required to give any bond or
         surety in respect of the execution of the Trust created hereby or the
         powers granted herein; and

                  (ix) The right of the Trustee to perform any discretionary
         act enumerated in this Agreement shall not be construed as a duty,
         and the Trustee shall not be answerable for other than its negligence
         or willful misconduct in the performance of such act.

         Section 9.03 Trustee Not Liable for Certificates or Mortgage Loans.
The recitals contained herein and in the Certificates (other than the
authentication of the Trustee on the Certificates) shall be taken as the
statements of the Seller and the Depositor, and the Trustee assumes no
responsibility for the correctness of the same. The Trustee makes no
representations as to the validity or sufficiency of this Agreement or of the
Certificates (other than the signature and authentication of the Trustee on
the Certificates) or of any Mortgage Loan or related document. The Trustee
shall not be accountable for the use or application by the Servicer or for the
use or application of any funds paid to the Servicer in respect of the
Mortgage Loans or deposited in or withdrawn from the Collection Account by the
Servicer. The Trustee shall at no time have any responsibility or liability
for or with respect to the legality, validity and enforceability of any
Mortgage or any Mortgage Loan, or the perfection and priority of any Mortgage
or the maintenance of any such perfection and priority, or for or with respect
to the sufficiency of the Trust or its ability to generate the payments to be
distributed to Certificateholders under this Agreement, including, without
limitation: the existence, condition and ownership of any Mortgaged Property;
the existence and enforceability of any hazard insurance thereon (other than
the Trustee acting as Servicer if the Trustee shall assume the duties of the
Servicer pursuant to Section 8.02); the validity of the assignment of any
Mortgage Loan to the Trustee or of any intervening assignment; the
completeness of any Mortgage Loan; the performance or enforcement of any
Mortgage Loan (other than the Trustee acting as Servicer if the Trustee shall
assume the duties of the Servicer pursuant to Section 8.02); the compliance by
the Depositor, the Seller or the Servicer with any warranty or representation
made under this

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<PAGE>

Agreement or in any related document or the accuracy of any such warranty or
representation prior to the Trustee's receipt of notice or other discovery of
any non-compliance therewith or any breach thereof; any investment of monies
by or at the direction of the Servicer or any loss resulting therefrom, it
being understood that the Trustee shall remain responsible for any Trust
property that it may hold in its individual capacity; the acts or omissions of
any of the Servicer (other than the Trustee as Servicer if the Trustee shall
assume the duties of the Servicer pursuant to Section 8.02), any Servicer or
any Mortgagor; any action of the Servicer (other than if the Trustee shall
assume the duties of the Servicer pursuant to Section 8.02), or any Servicer
taken in the name of the Trustee; the failure of the Servicer or any Servicer
to act or perform any duties required of it as a third-party independent
contractor of the Trustee hereunder; or any action by the Trustee taken at the
instruction of the Servicer (other than if the Trustee shall assume the duties
of the Servicer pursuant to Section 8.02); provided, however, that the
foregoing shall not relieve the Trustee of its obligation to perform its
duties under this Agreement, including, without limitation, the Trustee's duty
to review the Mortgage File pursuant to Section 2.01. The Trustee shall have
no responsibility for filing any financing or continuation statement in any
public office at any time or to otherwise perfect or maintain the perfection
of any security interest or lien granted to it hereunder (unless the Trustee
shall have become the successor Servicer).

         Section 9.04 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 Trustee and
may transact any banking and trust business with the Seller, the Certificate
Insurer, the Servicer or the Depositor and their Affiliates.

         Section 9.05 Servicer to Pay Trustee Fees and Expenses. The Servicer
shall pay to the Trustee the Trustee Fee as agreed between the Servicer and
the Trustee and the Servicer shall pay or reimburse, the Trustee upon its
request for all reasonable expenses, disbursements and advances incurred or
made by the Trustee in accordance with any of the provisions of this Agreement
(including the reasonable compensation and the expenses and disbursements of
its counsel and of all persons not regularly in its employ) except any such
expense, disbursement or advance as may arise from its negligence or bad faith
or which is the responsibility of Certificateholders hereunder. Without
prejudice to any other rights available to the Trustee under applicable law,
when the Trustee incurs expenses or renders services in connection with an
Event of Default described in Sections 8.01(a)(iii) or 8.01(a)(iv) such
expenses (including the fees and expenses of its counsel) and the compensation
for such services are intended to constitute expenses of administration under
any bankruptcy law or law relating to creditors' rights generally. This
Section shall survive termination of this Agreement or the resignation or
removal of any Trustee hereunder.

         If and so long as the Trustee is the successor Servicer, all
references in this Section 9.05 to the Servicer shall be deemed to refer to [
] or any successor Servicer thereto other than the Trustee.

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         Section 9.06 Eligibility Requirements for Trustee. The Trustee
hereunder shall at all times be a corporation duly incorporated and validly
existing under the laws of the United States of America or any state thereof,
authorized under such laws to exercise corporate trust powers, have a combined
capital and surplus of at least $50,000,000 and a minimum long-term debt
rating of "Baa3" by Moody's and "BBB" by S&P, and be subject to supervision or
examination by federal or state authority. If such corporation publishes
reports of condition at least annually, pursuant to law or to the requirements
of the aforesaid supervising or examining authority, then for the purposes of
this Section, the combined capital and surplus of such corporation shall be
deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published. The principal office of the Trustee (other
than the initial Trustee) shall be in a state with respect to which an Opinion
of Counsel has been delivered to such Trustee at the time such Trustee is
appointed Trustee to the effect that the Trust will not be a taxable entity
under the laws of such state. In case at any time the Trustee shall cease to
be eligible in accordance with the provisions of this Section, the Trustee
shall resign immediately in the manner and with the effect specified in
Section 9.07.

         Section 9.07 Resignation or Removal of Trustee. The Trustee may at
any time resign and be discharged from the trusts hereby created by giving
written notice thereof to the Depositor, the Servicer, the Certificate Insurer
and each Rating Agency. Upon receiving such notice of resignation, the
Depositor shall promptly appoint a successor Trustee [(approved in writing by
the Certificate Insurer, so long as such approval shall not be unreasonably
withheld)] by written instrument, copies of which instrument shall be
delivered to the resigning Trustee and the successor Trustee; provided,
however, that any such successor Trustee shall be subject to the prior written
approval of the Servicer. If no successor Trustee shall have been so appointed
and having accepted appointment within 30 days after the giving of such notice
of 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 9.06 and shall fail to resign after written
request therefor by the Depositor [with the consent of the Certificate Insurer
(so long as no Certificate Insurer Default exists) or the Certificate
Insurer,] or if at any time the Trustee shall be legally unable to act, or
shall be adjudged a 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, then the Depositor, the Servicer
[or the Certificate Insurer] may remove the Trustee. If the Depositor, the
Servicer [or the Certificate Insurer] removes the Trustee under the authority
of the immediately preceding sentence, the Depositor or the Servicer shall
promptly appoint a successor Trustee [(approved in writing by the Certificate
Insurer, so long as such approval is not unreasonably withheld)] by written
instrument, copies of which instrument shall be delivered to the resigning
Trustee and the successor Trustee. If the Servicer fails to appoint a
successor Trustee within 30 days after the giving of such notice of removal to
the Trustee, the Trustee being removed may petition any court of competent
jurisdiction for the appointment of a successor Trustee.

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         Any resignation or removal of the Trustee and appointment of a
successor Trustee pursuant to any of the provisions of this Section shall not
become effective until acceptance of appointment by the successor Trustee as
provided in Section 9.08.

         [Notwithstanding anything to the contrary contained herein, so long
as no Certificate Insurer Default exists, the Trustee may not be removed by
the Depositor or the Certificateholders without the prior written consent of
the Certificate Insurer, which consent shall not be unreasonably withheld.]

         Section 9.08 Successor Trustee. Any successor Trustee appointed as
provided in Section 9.07 shall execute, acknowledge and deliver to the
Depositor, the Servicer and to its predecessor Trustee [and the Certificate
Insurer] 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 like effect as if originally named as Trustee. The
Depositor, the Servicer[, the Certificate Insurer] and the predecessor Trustee
shall execute and deliver such instruments and do such other things as may
reasonably be required for 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 unless at the time of such acceptance such successor Trustee shall be
eligible under the provisions of Section 9.06.

         Upon acceptance of appointment by a successor Trustee as provided in
this Section, the Servicer shall mail notice of the succession of such Trustee
hereunder to all Holders of Certificates at their addresses as shown in the
Certificate Register and to each Rating Agency. If the Servicer fails to mail
such notice within 30 days after acceptance of appointment by the successor
Trustee, the successor Trustee shall cause such notice to be mailed at the
expense of the Servicer.

         [Notwithstanding anything to the contrary contained herein, so long
as no Certificate Insurer Default exists, the appointment of any successor
Trustee pursuant to any provision of this Agreement will be subject to the
prior written consent of the Certificate Insurer, which consent shall not be
unreasonably withheld.]

         Section 9.09 Merger or Consolidation of Trustee. Any Person into
which the Trustee may be merged or converted or with which it may be
consolidated, or any Person resulting from any merger, conversion or
consolidation to which the Trustee shall be a party, or any Person succeeding
to substantially all of the corporate trust business of the Trustee, shall be
the successor of the Trustee hereunder, provided such corporation shall be
eligible under the provisions of Section 9.06, without the execution or filing
of any paper or any further act on the part of any of the parties hereto.

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         Section 9.10 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 or any Mortgaged Property may at the time be located, the
Depositor 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 and the Certificate Insurer 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, and to vest in such Person or Persons, in such capacity
and for the benefit of the Certificateholders, such title to the Trust, or any
part thereof, and, subject to the other provisions of this Section, such
powers, duties, obligations, rights and trusts as the Servicer and the Trustee
may consider necessary or desirable. Any such co-trustee or separate trustee
shall be subject to the written approval of the Servicer and the Certificate
Insurer. If the Servicer shall not have joined in such appointment within 15
days after the receipt by it of a request so to do, or, in the case an Event
of Default shall have occurred and be continuing, the Trustee alone shall have
the power to make such appointment. No co-trustee or separate trustee
hereunder shall be required to meet the terms of eligibility as a successor
trustee under Section 9.06 and no notice to Certificateholders of the
appointment of any co-trustee or separate trustee shall be required under
Section 9.08. The Servicer shall be responsible for the fees of any co-trustee
or separate trustee appointed hereunder.

         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) all rights, powers, duties and obligations conferred or
         imposed upon the Trustee shall be conferred or imposed upon and
         exercised or performed by the Trustee and such separate trustee or
         co-trustee jointly (it being understood that such separate trustee or
         co-trustee is not authorized to act separately without the Trustee
         joining in such act), except to the extent that under any law of any
         jurisdiction in which any particular act or acts are to be performed
         (whether as Trustee hereunder or as successor to the Servicer
         hereunder), the Trustee shall be incompetent or unqualified to
         perform such act or acts, in which event such rights, powers, duties
         and obligations (including the holding of title to the Trust or any
         portion thereof in any such jurisdiction) shall be exercised and
         performed singly by such separate trustee or co-trustee, but solely
         at the direction of the Trustee;

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

                  (iii) the Servicer and the Trustee acting jointly with the
         consent of the Certificate Insurer, so long as no Certificate Insurer
         Default exists, may at any time accept the resignation of or remove
         any separate trustee or co-trustee except that following the
         occurrence of an Event of Default, the Trustee acting alone may
         accept the resignation or remove any 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 then separate trustees and
co-trustees, as effectively as if given to each of

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them. Every instrument appointing any separate trustee or co-trustee shall
refer to this Agreement and the conditions of this Article IX. 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 Depositor, the Certificate Insurer and the Servicer.

         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 9.11 Limitation of Liability. The Certificates are executed
by the Trustee, not in its individual capacity but solely as Trustee of the
Trust, in the exercise of the powers and authority conferred and vested in it
by this Agreement. Each of the undertakings and agreements made on the part of
the Trustee in the Certificates is made and intended not as a personal
undertaking or agreement by the Trustee but is made and intended for the
purpose of binding only the Trust.

         Section 9.12 Trustee May Enforce Claims Without Possession of
Certificates; Inspection. (a) All rights of action and claims under this
Agreement or the Certificates may be prosecuted and enforced by the Trustee
without the possession of any of the Certificates or the production thereof in
any proceeding relating thereto, and such proceeding instituted by the Trustee
shall be brought in its own name or in its capacity as Trustee. Any recovery
of judgment shall, after provision for the payment of the reasonable
compensation, expenses and disbursements of the Trustee, its agents and
counsel, be for the ratable benefit of the Certificateholders [and the
Certificate Insurer] in respect of which such judgment has been recovered.

         (b) The Trustee shall afford the Seller, the Depositor, the Servicer,
[the Certificate Insurer] and each Certificateholder upon reasonable notice
during normal business hours, access to all records maintained by the Trustee
in respect of its duties hereunder and access to officers of the Trustee
responsible for performing such duties. Upon request, the Trustee shall
furnish the Depositor, the Servicer, [the Certificate Insurer] and any
requesting Certificateholder with its most recent financial statements. The
Trustee shall cooperate fully with the Seller, the Servicer, the Depositor,
[the Certificate Insurer] and such Certificateholder and shall make available
to the Seller, the Servicer, the Depositor, the [Certificate Insurer] and such
Certificateholder for review and copying, at such party's sole cost and
expense, such books, documents or records as may be requested with respect to
the Trustee's duties hereunder. The Seller, the Depositor, the Servicer, [the
Certificate Insurer] and the Certificateholders shall not have any
responsibility or liability

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for any action or failure to act by the Trustee and are not obligated to
supervise the performance of the Trustee under this Agreement or otherwise.

         Section 9.13 Suits for Enforcement. In case an Event of Default or
other default by the Servicer, [the Certificate Insurer] or the Depositor
hereunder shall occur and be continuing, the Trustee, in its discretion, may
proceed to protect and enforce its rights and the rights of the
Certificateholders or, if such default is not a Certificate Insurer Default[,
the Certificate Insurer] under this Agreement by a suit, action or proceeding
in equity or at law or otherwise, whether for the specific performance of any
covenant or agreement contained in this Agreement or in aid of the execution
of any power granted in this Agreement or for the enforcement of any other
legal, equitable or other remedy, as the Trustee, being advised by counsel,
shall deem most effectual to protect and enforce any of the rights of the
Trustee, [the Certificate Insurer] and the Certificateholders.

         Section 9.14 Reports to the Commission. (a) The Trustee shall, on
behalf of the Trust, cause to be filed with the Commission any periodic
reports required to be filed under the provisions of the Exchange Act, and the
rules and regulations of the Commission thereunder. Upon the request of the
Trustee, each of the Seller, the Servicer and the Depositor shall cooperate
with the Trustee in the preparation of any such report and shall provide to
the Trustee in a timely manner all such information or documentation as is in
the possession of such Person and that the Trustee may reasonably request in
connection with the performance of its duties and obligations under this
Section.

         (b) The Trustee shall file with the Commission a Form 15 with respect
to the Trust as soon as practicable following the first date on which the
conditions to filing thereof have been satisfied. Following the filing of such
Form 15, the Trustee will submit a certificate addressed to an officer of the
Depositor certifying that all filings under the Exchange Act have been made
and shall attach a copy of acceptance slips for such filings. On the Closing
Date, the Depositor shall provide the Trustee with a letter at closing,
substantially in the form attached hereto as Exhibit K, instructing the
Trustee, as filing agent, to comply with the reporting obligations for the
Trust under the Exchange Act.

                                  ARTICLE X.

                                  Termination

         Section 10.01 Termination. (a) The respective obligations and
responsibilities of the Seller, the Servicer, the Depositor and the Trustee
created hereby (other than the obligation of the Trustee to make certain
payments to Certificateholders after the final Distribution Date and the
obligation of the Servicer to send certain notices as hereinafter set forth
and all other obligations which pursuant to this Agreement survive the
termination hereof) shall terminate upon notice to the Trustee by the Servicer
of the later of [(A) payment in full of all amounts owing to the Certificate
Insurer, unless the Certificate Insurer shall otherwise consent and] (B) the
earliest of (i) the Distribution Date on which the Class Principal Balance has
been

                                      73
<PAGE>

reduced to zero, (ii) the final payment or other liquidation of the last
Mortgage Loan in the Trust, (iii) the optional purchase by the Servicer of the
Mortgage Loans as described below and (iv) the Distribution Date in [ ].
Notwithstanding the foregoing, in no event shall the trust created hereby
continue beyond the expiration of 21 years from the death of the last survivor
of the descendants of Joseph P. Kennedy, the late ambassador of the United
States to the Court of St. James's, living on the date hereof.

         The Servicer may, at its option, terminate this Agreement on any date
on which the Pool Principal Balance is less than [ ]% of the Cut-Off Date Pool
Principal Balance, by purchasing, on the next succeeding Distribution Date,
all of the outstanding Mortgage Loans and REO Properties at a price equal to
the sum of the outstanding Pool Principal Balance and accrued and unpaid
interest thereon at the weighted average of the Loan Rates through the end of
the Due Period preceding the final Distribution Date together with all amounts
due and owing the Certificate Insurer (the "Termination Price"). [The
Certificate Insurer may exercise the Servicer's right to terminate the
Agreement and purchase the outstanding Mortgage Loans at the Termination Price
if the Servicer opts not to exercise such right.

         In connection with any such purchase pursuant to the preceding
paragraph, the Servicer shall deposit in the Distribution Account all amounts
then on deposit in the Collection Account, which deposit shall be deemed to
have occurred immediately preceding such purchase.

         Any such purchase shall be accomplished by deposit into the
Distribution Account on the Determination Date before such Distribution Date
of the Termination Price.

         (b) Notice of any termination, specifying the Distribution Date
(which shall be a date that would otherwise be a Distribution Date) upon which
the Certificateholders may surrender their Certificates to the Trustee for
payment of the final distribution and cancellation, shall be given promptly by
the Trustee [to the Certificate Insurer] and by letter to Certificateholders
mailed not earlier than the 15th day and not later than the 25th day of the
month next preceding the month of such final distribution specifying (i) the
Distribution Date upon which final distribution of the Certificates will be
made upon presentation and surrender of Certificates at the office or agency
of the Trustee therein designated, (ii) the amount of any such final
distribution and (iii) 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 or agency of the
Trustee therein specified.

         (c) Upon presentation and surrender of the Certificates, the Trustee
shall cause to be distributed to the holders of Certificates on the
Distribution Date for such final distribution, in proportion to the Percentage
Interests of their respective Certificates and to the extent that funds are
available for such purpose, an amount equal to the amount required to be
distributed to holders of Certificates pursuant to Section 5.01 for such
Distribution Date. [On the final Distribution Date, the Trustee will withdraw
from the Distribution Account and remit to the Certificate Insurer the lesser
of (x) the amount available for distribution on such final Distribution Date,
net of any portion thereof necessary to pay holders of Class A Certificates

                                      74
<PAGE>

pursuant to Section 5.01(a) and any amounts owing to the Trustee in respect of
the Trustee Fee and due and unpaid Monthly Advances and Servicing Fees, and
(y) the unpaid amounts due and owing to the Certificate Insurer pursuant to
Section 5.01(a).]

         (d) In the event that all of the Certificateholders shall not
surrender their Certificates for final payment and cancellation on or before
such final Distribution Date, the Trustee shall promptly following such date
cause all funds in the Distribution Account not distributed in final
distribution to Certificateholders to be withdrawn therefrom and credited to
the remaining Certificateholders by depositing such funds in a separate escrow
account for the benefit of such Certificateholders and the Servicer (if the
Servicer has exercised its right to purchase the Mortgage Loans) or the
Trustee (in any other case) 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 nine months
after the second notice all the Certificates shall not have been surrendered
for cancellation, the Transferor shall be entitled to all unclaimed funds and
other assets which remain subject hereto and the Trustee upon transfer of such
funds shall be discharged of any responsibility for such funds and the
Certificateholders shall look to the Transferor for payment.

                                 ARTICLE XI.

                           Miscellaneous Provisions

         Section 11.01 Amendment. This Agreement may be amended from time to
time by the Seller, the Servicer, the Depositor and the Trustee, in each case
without the consent of any of the Certificateholders, [but only with the
consent of the Certificate Insurer (a copy of which shall be delivered to the
Trustee)], (i) to cure any ambiguity, (ii) to correct any defective provisions
or to correct or supplement any provisions herein that may be inconsistent
with any other provisions herein, (iii) to add to the duties of the Servicer,
(iv) to add any other provisions with respect to matters or questions arising
under this Agreement [or the Certificate Insurance Policy] which shall not be
inconsistent with the provisions of this Agreement, or (v) to add or amend any
provisions of this Agreement as required by any Rating Agency or any other
nationally recognized statistical rating agency in order to maintain or
improve any rating of the Certificates (it being understood that, after
obtaining the ratings in effect on the Closing Date, neither the Trustee, the
Seller, the Depositor nor the Servicer is obligated to obtain, maintain or
improve any such rating); provided, however, that as evidenced by an Opinion
of Counsel (a copy of which shall be delivered to the Trustee) (at the expense
of the requesting party) in each case such action shall not, adversely affect
in any material respect the interest of any Certificateholder; and provided,
further, that the amendment shall not be deemed to adversely affect in any
material respect the interests of the Certificateholders and no Opinion of
Counsel to that effect shall be required 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.

                                      75
<PAGE>

         This Agreement also may be amended from time to time by the Seller,
the Depositor, the Trustee and the Servicer and the Servicer [and the
Certificate Insurer may from time to time consent to the amendment of the
Certificate Insurance Policy,] in each case with the consent of the Holders of
Certificates, evidencing Percentage Interests aggregating not less than 51% in
Percentage Interests of such Class or in the case of an amendment which
affects all classes, evidencing Percentage Interests aggregating not less than
51% of all Classes, and in the case of an amendment to this Agreement, [with
the consent of the Certificate Insurer, (a copy of which shall be delivered to
the Trustee)] 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 Certificateholders; provided, however, that no
such amendment shall (i) reduce in any manner the amount of, or delay the
timing of, payments on the Certificates [or distributions or payments under
the Certificate Insurance Policy] which are required to be made on any
Certificate without the consent of the Holder of such Certificate or (ii)
reduce the aforesaid percentage required to consent to any such amendment,
without the consent of the Holders of all Certificates then outstanding.

         Prior to the execution of any such amendment, the Trustee shall
furnish written notification prepared by the Servicer of the substance of such
amendment to each Rating Agency. In addition, promptly after the execution of
any such amendment made with the consent of the Certificateholders, the
Trustee shall furnish written notification prepared by the Servicer of the
substance of such amendment to each Certificateholder and the fully executed
original counterparts of the instruments effecting such amendment to the
Certificate Insurer.

         It shall not be necessary for the consent of Certificateholders under
this Section to approve the particular form of any proposed amendment or
consent, 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 requirements as the Trustee may prescribe.

         Prior to the execution of any amendment to this Agreement, the
Trustee shall be entitled to receive and rely upon an Opinion of Counsel
stating that the execution of such amendment is authorized or permitted by
this Agreement. The Trustee may, but shall not be obligated to, enter into any
such amendment which affects the Trustee's own rights, duties or immunities
under this Agreement.

         Section 11.02 Recordation of Agreement. This Agreement is subject to
recordation in all appropriate public offices for real property records in all
the counties or other comparable jurisdictions in which any or all of the
properties subject to the Mortgages are situated, and in any other appropriate
public recording office or elsewhere, such recordation to be effected by the
Trustee, but only upon written direction of Holders of Certificates evidencing
Percentage Interests aggregating at least 51% or the Certificate Insurer
accompanied by an Opinion of Counsel to the effect that such recordation
materially and beneficially affects the interests of Certificateholders [or
the Certificate Insurer.] The Certificateholders [or the Certificate Insurer]
requesting such recordation shall bear all costs and expenses of such
recordation. The Trustee

                                      76
<PAGE>

shall have no obligation to ascertain whether such recordation so affects the
interests of the Certificateholders.

         Section 11.03 Limitation on Rights of Certificateholders. The death
or incapacity of any Certificateholder shall not operate to terminate this
Agreement or the Trust, nor entitle such Certificateholder's legal
representatives or heirs to claim an accounting or to take any action or
commence any proceeding in any court for a partition or winding up of the
Trust, nor 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
in Sections 8.01, 9.01, 9.02 and 11.01) or in any manner otherwise control the
operation and management of the Trust, or the obligations of the parties
hereto, nor shall anything herein set forth, or contained in the terms of the
Certificates, be construed so as to constitute the Certificateholders from
time to time as partners or members of an association; nor shall any
Certificateholder be under any liability to any third person by reason of any
action taken by the parties to this Agreement pursuant to any provision
hereof.

         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 default and of the continuance thereof, as hereinbefore
provided, and unless also the Holders of Certificates evidencing Percentage
Interests aggregating not less than 51% shall have made written request upon
the Trustee to institute such action, suit or proceeding in its own name as
Trustee hereunder and shall have offered to the Trustee such reasonable
indemnity as it may require against the 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 equal, ratable and common benefit of
all Certificateholders. For the protection and enforcement of the provisions
of this Section, each and every Certificateholder and the Trustee shall be
entitled to such relief as can be given either at law or in equity.

         Section 11.04 Governing Law. THIS AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK AND THE OBLIGATIONS, RIGHTS
AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH
SUCH LAWS.

         Section 11.05 Notices. (a) All demands, notices and communications
hereunder shall be in writing and shall be deemed to have been duly given if
personally delivered at or mailed by

                                      77
<PAGE>

certified mail, return receipt requested, to (a) in the case of the Depositor,
[ ], (b) in the case of the Seller and the Servicer, [ ], with a copy to [ ],
(c) in the case of the Trustee, to the Corporate Trust Office, (d) in the case
of Moody's, Home Mortgage Loan Monitoring Group, 4th Floor, 99 Church Street,
New York, New York 10007, (e) in the case of S&P, 26 Broadway, 15th Floor, New
York, New York 10004, Attention: Residential Mortgage Group[, and (f) in the
case of the Certificate Insurer, [ ] (in each case in which notice or other
communication to the Certificate Insurer refers to an Event of Default, a
claim on the Certificate Insurance Policy or with respect to which failure on
the part of the Certificate Insurer to respond shall be deemed to constitute
consent or acceptance, then a copy of such notice or other communication shall
be marked to indicate "URGENT MATERIAL ENCLOSED")] or, as to each party, at
such other address as shall be designated by such party in a written notice to
each other party. Any notice required or permitted to be mailed to a
Certificateholder shall be given by first class mail, postage prepaid, at the
address of such Holder as shown in the Certificate Register. Any notice so
mailed within the time prescribed in this Agreement shall be conclusively
presumed to have been duly given, whether or not the Certificateholder
receives such notice. Any notice or other document required to be delivered or
mailed by the Trustee to any Rating Agency shall be given on a best efforts
basis and only as a matter of courtesy and accommodation and the Trustee shall
have no liability for failure to deliver such notice or document to any Rating
Agency.

         (b) Notice to the Rating Agencies. The Trustee and the Servicer shall
each be obligated to use its best efforts promptly to provide notice, at the
expense of the Servicer, to the Rating Agencies with respect to each of the
following of which a Responsible Officer of the Trustee or Servicer, as the
case may be, has actual knowledge:

                  (i) Any material change or amendment to this Agreement;

                  (ii) The occurrence of any Event of Default that has not
         been cured or waived;

                  (iii) The resignation or termination of the Servicer or the
         Trustee;

                  (iv) The final payment to Holders of the Certificates of any
         Class;

                  (v) Any change in the location of any Account; and

                  (vi) Any event that would result in the inability of the
         Servicer to make Monthly Advances.

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

                           (A) Each annual report to Certificateholders
                  described in Section 5.03; and

                           (B) Each Monthly Report described in Section 5.03;
                  and

                                      78
<PAGE>

                  (ii) The Servicer shall promptly furnish to each Rating
         Agency copies of the following:

                           (A) Each annual statement as to compliance
                  described in Section 3.10;

                           (B) Each annual independent public accountants'
                  servicing report described in Section 3.11; and

                           (C) Each notice delivered pursuant to Section
                  8.01(b) which relates to the fact that the Servicer has not
                  made a Monthly Advance.

         Any such notice pursuant to this Section shall be in writing and
shall be deemed to have been duly given if personally delivered or mailed by
first class mail, postage prepaid, or by express delivery service to the
addresses specified above for each such Rating Agency.

         Section 11.06 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 11.07 Assignment. Notwithstanding anything to the contrary
contained herein, except as provided in Sections 7.02, 7.04 and 7.05 (or
3.01), this Agreement may not be assigned by the Depositor or the Servicer
without the prior written consent of [the Certificate Insurer and] Holders of
the Certificates evidencing Percentage Interests aggregating not less than
66-2/3%.

         Section 11.08 Certificates Nonassessable and Fully Paid. The parties
agree that the Certificateholders shall not be personally liable for
obligations of the Trust, that the beneficial ownership interests represented
by the Certificates shall be nonassessable for any losses or expenses of the
Trust or for any reason whatsoever, and that the Certificates upon execution,
authentication and delivery thereof by the Trustee pursuant to Section 6.01
and 6.02 are and shall be deemed fully paid.

         Section 11.09 Third-Party Beneficiaries. This Agreement will inure to
the benefit of and be binding upon the parties hereto, the Certificateholders,
the Certificate Owners, the Certificate Insurer and their respective
successors and permitted assigns. Except as otherwise provided in this
Agreement, no other person will have any right or obligation hereunder.

         Section 11.10 Counterparts. This Agreement may be executed in any
number of counterparts, each of which so executed shall be deemed to be an
original, but all such counterparts shall together constitute but one and the
same instrument.

                                      79
<PAGE>

         Section 11.11 Effect of Headings and Table of Contents. The Article
and Section headings herein and the Table of Contents are for convenience only
and shall not affect the construction hereof.


                                      80
<PAGE>

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

                                      BOND SECURITIZATION, L.L.C.,
                                            as Depositor


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



                                      [ ],
                                          as Seller and Servicer


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



                                      [ ],
                                          as Trustee


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


                                      81
<PAGE>


State of New York          )
                           ) ss.:
County of New York         )


                  On the [ ]th day of [ ] before me, a notary public in and
for the State of New York, personally appeared _______________, known to me
who, being by me duly sworn, did depose and say that he is the
____________________ of Bond Securitization, L.L.C., a Delaware limited
liability company, one of the parties that executed the foregoing instrument;
that it was signed by order of the Board of Directors of said company; and
that he signed his name thereto by like order.

                                                      ___________________
                                                        Notary Public

[Notarial Seal]


                                      82
<PAGE>


State of                   )
                           ) ss.:
County of                  )


                  On the [ ]th day of [ ] before me, a notary public in and
for the State of ______________, personally appeared ______________, known to
me who, being by me duly sworn, did depose and say that he is the
_________________ of [ ], a [ ], one of the parties that executed the
foregoing instrument; that it was signed by order of the Board of Directors of
said company; and that he signed his name thereto by like order.

                                                      ___________________
                                                        Notary Public

[Notarial Seal]



                                      83
<PAGE>


State of New York          )
                           ) ss.:
County of New York         )


                  On the [ ]th day of [ ] before me, a notary public in and
for the State of New York, personally appeared ______________, known to me
who, being by me duly sworn, did depose and say that he is the
_________________ of [ ], a [New York] banking corporation, one of the parties
that executed the foregoing instrument; that it was signed by order of the
Board of Directors of said company; and that he signed his name thereto by
like order.

                                                      ___________________
                                                        Notary Public

[Notarial Seal]


                                      84
<PAGE>

                                   EXHIBIT A


         UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE 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.

Certificate No.                             :

Cut-Off Date                                :

First Distribution Date                     :

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

Class Principal
Balance                                     :       $

Certificate Rate:                           :       [__%]

CUSIP                                       :        []

Class                                       :        A


                                     A-1
<PAGE>


                      [ ] HOME EQUITY LOAN TRUST _____-_
         [ ] Home Equity Loan Asset-Backed Certificates, Series ____-_
                                    Class A

                  evidencing a percentage interest in the distributions
         allocable to the Certificates of the above-referenced Class with
         respect to a Trust consisting of closed-end fixed rate home equity
         loans (the "Mortgage Loans")

                   Bond Securitization, L.L.C., as Depositor

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

         This certifies that CEDE & CO. is the registered owner of the
Percentage Interest evidenced by this Class A Certificate (obtained by
dividing the Denomination of this Class A Certificate by the Class Principal
Balance) in certain monthly distributions with respect to a Trust consisting
primarily of the Mortgage Loans deposited by Bond Securitization, L.L.C. (the
"Depositor"). The Trust was created pursuant to a Pooling and Servicing
Agreement dated as of the Cut-Off Date specified above (the "Agreement") among
the Depositor, [ ], as Seller and Servicer (in such capacities, the "Seller"
and "Servicer," respectively), and [ ], as Trustee (the "Trustee"). To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Agreement. This Class A Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Class A 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 Class A
Certificate set forth on the reverse hereof, which further provisions shall
for all purposes have the same effect as if set forth at this place.

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


                                     A-2
<PAGE>



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

Dated:  [                ]

                                             [                     ],
                                              as Trustee



                                             By ________________________


This is one of the Class A Certificates
referenced in the within-mentioned Agreement

By ________________________________
         Authorized Officer of
         [               ], as Trustee


                                     A-3
<PAGE>


                       [Reverse of Class A Certificate]

                       [ ] HOME EQUITY LOAN TRUST ____-_
                [ ] Home Equity Loan Asset-Backed Certificates,
                                 Series ____-_

         This Certificate is one of a duly authorized issue of Certificates
designated as [ ] Home Equity Loan Trust ____-_, [ ] Home Equity Loan
Asset-Backed Certificates, Series ____-_ (herein collectively called the
"Certificates"), and representing a beneficial ownership interest in the Trust
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 will have the benefit of an irrevocable and
unconditional certificate guaranty insurance policy issued by [ ] (the
"Certificate Insurer").]

         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 [25]th day of each month or, if such [25]th day is not a Business Day
then the first Business Day following such Distribution Date (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 preceding the month of such Distribution Date.

         Distributions on this Certificate shall be made by check or money
order mailed to the address of the person entitled thereto as it appears on
the Certificate Register or, upon the request of a Certificateholder owning
Class A Certificates having denominations aggregating at least $[1,000,000],
by wire transfer or otherwise, as set forth in the Agreement. The final
distribution on each Certificate will be made in like manner, but only upon
presentment and surrender of such Certificate at the office or agency of the
Trustee specified in the notice to Certificateholders of such final
distribution.

         It is the intention of the Transferor, the Depositor and the Class A
Certificateholders that the Class A Certificates will be indebtedness for
federal, state and local income and franchise tax

                                     A-4
<PAGE>

purposes and for purposes of any other tax imposed on or measured by income.
The Depositor, the Trustee and the Holder of this Certificate (or Certificate
Owner) by acceptance of this Certificate (or, in the case of a Certificate
Owner, by virtue of such Certificate Owner's acquisition of a beneficial
interest herein) agrees to treat the Class A Certificates (or beneficial
interest therein), for purposes of federal, state and local income or
franchise taxes and any other tax imposed on or measured by income, as
indebtedness secured by the Trust Assets and to report the transactions
contemplated by the Agreement on all applicable tax returns in a manner
consistent with such treatment. Each Holder of this Certificate agrees that it
will cause any Certificate Owner acquiring an interest in this Certificate
through it to comply with the Agreement as to treatment as indebtedness for
federal, state and local income and franchise tax purposes and for purposes of
any other tax imposed on or measured by income.

         The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Trustee and the rights of the Certificateholders under the Agreement at any
time by the Depositor and the Trustee with the consent of the Certificate
Insurer and of Holders of the requisite percentage of the Percentage Interests
of each Class of Certificates affected by such amendment, as specified 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 office or agency maintained by the Trustee in
New York accompanied by a written instrument of transfer in form satisfactory
to the Trustee and the Certificate Registrar duly executed by the holder
hereof or such holder's attorney duly authorized in writing, and thereupon one
or more new Certificates of the same Class in authorized denominations and
evidencing the same aggregate Percentage Interest in the Trust 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 Seller and the Trustee and any agent of the
Depositor or the Trustee may treat the Person in whose name this Certificate
is registered as the owner hereof for all

                                     A-5
<PAGE>

purposes, and neither the Depositor, the Trustee nor any such agent shall be
affected by any notice to the contrary.

         On any Distribution Date following the date at which the Pool
Principal Balance is less than [ ]% of the Cut-Off Date Pool Principal
Balance, the Servicer will have the option to repurchase, in whole, from the
Trust 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 [(A) payment in full of all amounts owing to the Certificate
Insurer unless the Certificate Insurer shall otherwise consent and (B)] the
earliest of (i) the Distribution Date on which the Class Principal Balance has
been reduced to zero, (ii) the final payment or other liquidation of the last
Mortgage Loan in the Trust and (iii) the Distribution Date in [ ]. 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.

         Capitalized terms used herein that are defined in the Agreement shall
have the meanings ascribed to them in the Agreement, and nothing herein shall
be deemed inconsistent with that meaning.


                                     A-6
<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.

         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


                                     A-7
<PAGE>


                           DISTRIBUTION INSTRUCTIONS

         The assignee should include the following for purposes of
distribution:

         Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _______________________________________________
for the account of ___________________________________________________________,
         account number _________, or, if mailed by check, to_________________
         _____________________________________________________________________.

         Applicable statements should be mailed to____________________________
         _____________________________________________________________________

         This information is provided by______________________________________,
         the assignee named above, or ________________________________________,
as its agent.


                                     A-8
<PAGE>

                                   EXHIBIT C

                            MORTGAGE LOAN SCHEDULE


                                     C-1
<PAGE>


                                   EXHIBIT D

                   MONTHLY INFORMATION DELIVERED TO TRUSTEE


                                     D-1
<PAGE>


                                   EXHIBIT F

                           LETTER OF REPRESENTATIONS


                                     F-1
<PAGE>

                                   EXHIBIT G


                          FORM OF REQUEST FOR RELEASE


                                                                  [DATE]
[Address]
[Address]
[Address]


         Re:    [ ] Home Equity Loan Trust ____-_
                [ ] Home Equity Loan Asset-Backed Certificates, Series ____-_

Ladies and Gentlemen:

         In connection with the administration of the Mortgage Loans held by
you as Trustee under the Pooling and Servicing Agreement dated as of [ ],
among Bond Securitization, L.L.C., as depositor (the "Depositor"), [ ], as
seller and servicer (in such capacities, the "Seller" and the "Servicer,"
respectively) and [ ], as trustee (the "Trustee") (the "Agreement"), we hereby
request a release of the Mortgage File held by you as Trustee with respect to
the following described Mortgage Loan for the reason indicated below.

Loan No.:
-------                    ------------

Reason for requesting file:
--------------------------

_____             a. Mortgage Loan paid in full. (The Servicer hereby
                  certifies that all amounts received in connection with the
                  payment in full of the Mortgage Loan which are required to
                  be deposited in the Collection Account pursuant to Section
                  3.02 of the Agreement have been so deposited).

_____             b. Retransfer of Mortgage Loan. (The Servicer hereby
                  certifies that the Substitution Adjustment has been
                  deposited in the Collection Account pursuant to the
                  Agreement.)

_____             c. The Mortgage Loan is being foreclosed.

_____             d. The Mortgage Loan is being re-financed by another
                  depository institution. (The Servicer hereby certifies that
                  all amounts received in connection with the payment in full
                  of the Mortgage Loan which are required to be deposited in
                  the Collection Account pursuant to Section 3.02 of the
                  Agreement have been so deposited).

                                     G-1
<PAGE>

_____             e. Other (Describe).

         The undersigned acknowledges that the above Mortgage File will be
held by the undersigned in accordance with the provisions of the Agreement and
will promptly be returned to the Trustee when the need therefor by the
Servicer no longer exists unless the Mortgage Loan has been liquidated.

         Capitalized terms used herein shall have the meanings ascribed to
them in the Agreement.

                                    [                              ], as
                                    Servicer



                                    By:__________________________________
                                        Name:
                                        Title: Servicing Officer


                                     G-2
<PAGE>

                                   EXHIBIT J


                          LIST OF SERVICING OFFICERS


                                      J-1
<PAGE>


                                   EXHIBIT K

           FORM OF LETTER REGARDING REPORTING OBLIGATIONS UNDER THE
                       SECURITIES EXCHANGE ACT OF 1934



                                                                       [DATE]


[Address]
[Address]
[Address]


             Re:      [ ] Home Equity Loan Trust ____-_,
                      [ ] Home Equity Loan Asset-Backed Certificates,
                      Series ____-_
                      ------------------------------------------------


Ladies and Gentlemen:

         Pursuant to and in reference to Section 9.14 of the Pooling and
Servicing Agreement dated as of [ ] relating to the above referenced
Certificates, please note the following:

         (a)      CIK Number for [ ] Home Equity Loan Trust ____-_(the
                  "Trust"): ______________.

         (b)      CCC for the Trust should be applied for at your earliest
                  convenience and reported to our attention.

         In order to comply with the reporting obligations for the Trust under
the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), the
Trustee must file within 15 days following each Distribution Date a copy of
the report distributed by the Trustee to the Certificateholders in a current
report on Form 8-K. Such reports provide all current information ordinarily of
interest to the Certificateholders. The Trustee must also report on a current
report on Form 8-K any significant occurrences during the reporting period
that would be reportable under Item 1, Item 2, Item 4 and Item 5. In addition,
the Trustee should cause the filing of an annual report on Form 10-K within 90
days following the end of the Trust's fiscal year containing the following
information:

                                     K-1
<PAGE>




         Part I, Item 3.            A description of any material pending
                                    litigation;
         Part I, Item 4.            A description of any submission matters to
                                    vote of Certificateholders;
         Part II, Item 5.           A statement of the number of
                                    Certificateholders and the principal market,
                                    if any, in which the Certificates trade;
         Part II, Item 9.           A statement as to any changes in or
                                    disagreements with the independent public
                                    accounts for the Trust;
         Part IV, Item 14.          A copy of the annual certificate of
                                    compliance by an officer of the Servicer,
                                    and any Subservicer and the audit of the
                                    servicing by the independent accounting
                                    firm.

Promptly after filing the Form 10-K, the Trustee should file a Form 15 in
accordance with Section 9.14 of the Pooling and Servicing Agreement,
deregistering the Trust and terminating the reporting obligations under the
Exchange Act. All filings must be made through the Edgar System and all
acceptance slips from the filings should be saved as they will be needed for
the annual certificate.


                                               [                           ]


                                               By:  ________________________
                                               Name:
                                               Title:


                                     K-2
<PAGE>




                                   EXHIBIT L

                     FORM OF CERTIFICATE INSURANCE POLICY


                                      L-1
<PAGE>


                                  EXHIBIT M-1

                     FORM OF CERTIFICATE AS TO ASSIGNMENTS



                                                                       [DATE]

[Address]
[Address]
[Address]

[Address]
[Address]
[Address]

[Address]
[Address]
[Address]

[Address]
[Address]
[Address]

                  Re:      [ ] Home Equity Loan Trust ____-_,
                           [ ] Home Equity Loan Asset-Backed Certificates,
                           Series ____-_
                           ---------------------------------------------------


Ladies and Gentlemen:

         In accordance with the provisions of Section 2.01 of the Pooling and
Servicing Agreement, dated as of [ ] (the "Pooling Agreement"), among [ ], as
seller and servicer, Bond Securitization, L.L.C., as depositor, and [ ], as
trustee, the undersigned, as Trustee, hereby certifies that, it has reviewed
each Assignment of Mortgage delivered to it and that with respect to each
Mortgage Loan listed on the Mortgage Loan Schedule (other than any Mortgage
Loan paid in full):

         1.       All Assignments of Mortgage required to be delivered
                  pursuant to Section 2.01(iii) of the Pooling Agreement are
                  in its possession; and

         2.       Each Assignment of Mortgage referred to in clause 1. above
                  has been reviewed by it, appear to be what they purport to
                  be and relate to such Assignment of Mortgage.

                                     M-1-1
<PAGE>

         Capitalized words and phrases used herein shall have the respective
meanings assigned to them in the Pooling Agreement.

                                      [              ], as Trustee



                                      By:__________________________



                                     M-1-2
<PAGE>

                                  EXHIBIT M-2


       FORM OF CERTIFICATE AS TO MORTGAGE FILE (OTHER THAN ASSIGNMENTS)



                                                                       [DATE]

[Address]
[Address]
[Address]

[Address]
[Address]
[Address]

[Address]
[Address]
[Address]

[Address]
[Address]
[Address]

                  Re:      [ ] Home Equity Loan Trust ____-_,
                           [ ] Home Equity Loan Asset-Backed Certificates,
                           Series ____-_
                           --------------------------------------------------


Ladies and Gentlemen:

         In accordance with the provisions of Section 2.01 of the Pooling and
Servicing Agreement, dated as of [ ] (the "Pooling Agreement"), among [ ], as
seller and servicer, Bond Securitization, L.L.C. as depositor, and [ ], as
trustee, the undersigned, as Trustee, hereby certifies that, it has reviewed
each Mortgage File delivered to it and that with respect to each Mortgage Loan
listed on the Mortgage Loan Schedule (other than any Mortgage Loan paid in
full listed on Annex I hereto):

         (i)      all documents constituting part of each such Mortgage File
                  required to be delivered pursuant to paragraphs (i) through
                  (iv) of Section 2.01(a) of the Pooling Agreement are in our
                  possession;

                                     M-2-1
<PAGE>

         (ii)     each document described in clause (i) above has been
                  reviewed by us and appears to be what it purports to be and
                  relates to such Mortgage Loan;

         (iii)    based on our examination and only as to the foregoing, the
                  information set forth in the Mortgage Loan Schedule which
                  corresponds to items (ii), (iii) and (iv) of the definition
                  of Mortgage Loan Schedule accurately reflects information
                  set forth in the Mortgage File.

         Capitalized words and phrases used herein shall have the respective
meanings assigned to them in the Pooling Agreement.



                                      [              ], as Trustee



                                      By:__________________________


                                     M-2-2
<PAGE>