EXECUTION COPY

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                      WACHOVIA ASSET SECURITIZATION, INC.,

                                  as Depositor

                                      and

                           WILMINGTON TRUST COMPANY,

                                as Owner Trustee

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

                                TRUST AGREEMENT

                            Dated as of July 2, 2003

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


               WACHOVIA ASSET SECURITIZATION, INC. 2003-HE2 TRUST
         Wachovia Asset Securitization, Inc. Asset-Backed Certificates,
                                Series 2003-HE2



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                               TABLE OF CONTENTS

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                                                                            ----


ARTICLE I     Definitions......................................................1

      Section 1.01.   Definitions..............................................1

      Section 1.02.   Other Definitional Provisions............................1

ARTICLE II    Organization.....................................................2

      Section 2.01.   Name.....................................................2

      Section 2.02.   Office...................................................2

      Section 2.03.   Purposes and Powers......................................2

      Section 2.04.   Appointment of Owner Trustee.............................3

      Section 2.05.   Initial Capital Contribution of Trust Estate.............3

      Section 2.06.   Declaration of Trust.....................................3

      Section 2.07.   Title to Trust Property..................................4

      Section 2.08.   Situs of Trust...........................................4

      Section 2.09.   Representations and Warranties of the Depositor..........4

      Section 2.10.   Payment of Trust Fees....................................7

ARTICLE III   Conveyance of the Mortgage Loans; Certificates...................7

      Section 3.01.   Conveyance of the Mortgage Loans.........................7

      Section 3.02.   Payment of Purchase Price for Subsequent
                      Mortgage Loans and Additional Balances...................9

      Section 3.03.   Draws During Rapid Amortization Period...................9

      Section 3.04.   Allocation...............................................9

      Section 3.05.   Addition of Subsequent Mortgage Loans....................9

      Section 3.06.   Initial Ownership........................................9

      Section 3.07.   Issuance of Certificates.................................9

      Section 3.08.   Authentication of Certificates..........................10

      Section 3.09.   Registration of and Limitations on Transfer and
                      Exchange of Certificates................................10

      Section 3.10.   Mutilated, Destroyed, Lost or Stolen Certificates.......13

      Section 3.11.   Persons Deemed Certificateholders.......................13

      Section 3.12.   Access to List of Certificateholders' Names
                      and Addresses...........................................13

      Section 3.13.   Maintenance of Office or Agency.........................14

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                               TABLE OF CONTENTS
                                  (continued)
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      Section 3.14.   Certificate Paying Agent................................14

      Section 3.15.   Cooperation.............................................15

      Section 3.16.   [Reserved]..............................................15

      Section 3.17.   Subordination...........................................15

      Section 3.18.   No Priority Among Certificates..........................16

ARTICLE IV    Authority and Duties of Owner Trustee...........................16

      Section 4.01.   General Authority.......................................16

      Section 4.02.   General Duties..........................................16

      Section 4.03.   Action upon Instruction.................................16

      Section 4.04.   No Duties Except as Specified under
                      Specified Documents or in Instructions..................17

      Section 4.05.   Restrictions............................................17

      Section 4.06.   Prior Notice to Certificateholders and the
                      Enhancer with Respect to Certain Matters................17

      Section 4.07.   Action by Certificateholders with Respect to
                      Certain Matters.........................................18

      Section 4.08.   Action by Certificateholders with Respect
                      to Bankruptcy...........................................18

      Section 4.09.   Restrictions on Certificateholders' Power...............18

      Section 4.10.   Majority Control........................................18

      Section 4.11.   Doing Business in Other Jurisdictions...................19

      Section 4.12.   Removal of Mortgage Loans...............................19

ARTICLE V     Application of Trust Funds......................................19

      Section 5.01.   Distributions...........................................19

      Section 5.02.   Method of Payment.......................................20

      Section 5.03.   Signature on Returns....................................20

      Section 5.04.   Statements to Certificateholders........................20

      Section 5.05.   Tax Reporting...........................................20

ARTICLE VI    Concerning the Owner Trustee....................................20

      Section 6.01.   Acceptance of Trusts and Duties.........................20

      Section 6.02.   Furnishing of Documents.................................22

      Section 6.03.   Representations and Warranties..........................22

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                               TABLE OF CONTENTS
                                  (continued)
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      Section 6.04.   Reliance; Advice of Counsel.............................22

      Section 6.05.   Not Acting in Individual Capacity.......................23

      Section 6.06.   Owner Trustee Not Liable for Certificates or
                      Related Documents.......................................23

      Section 6.07.   Owner Trustee May Own Certificates and Notes............23

ARTICLE VII   Compensation of Owner Trustee...................................24

      Section 7.01.   Owner Trustee's Fees and Expenses.......................24

      Section 7.02.   Indemnification.........................................24

ARTICLE VIII  Termination of Trust Agreement..................................25

      Section 8.01.   Termination of Trust Agreement..........................25

ARTICLE IX    Successor Owner Trustees and Additional Owner Trustees..........26

      Section 9.01.   Eligibility Requirements for Owner Trustee..............26

      Section 9.02.   Replacement of Owner Trustee............................26

      Section 9.03.   Successor Owner Trustee.................................27

      Section 9.04.   Merger or Consolidation of Owner Trustee................27

      Section 9.05.   Appointment of Co-Trustee or Separate Trustee...........27

ARTICLE X     Miscellaneous...................................................29

      Section 10.01.  Amendments..............................................29

      Section 10.02.  No Legal Title to Trust Estate..........................30

      Section 10.03.  Limitations on Rights of Others.........................30

      Section 10.04.  Notices.................................................31

      Section 10.05.  Severability............................................31

      Section 10.06.  Separate Counterparts...................................31

      Section 10.07.  Successors and Assigns..................................31

      Section 10.08.  No Petition.............................................31

      Section 10.09.  No Recourse.............................................32

      Section 10.10.  Headings................................................32

      Section 10.11.  GOVERNING LAW...........................................32

      Section 10.12.  Integration.............................................32

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                               TABLE OF CONTENTS
                                  (continued)
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      Section 10.13.  Rights of Enhancer to Exercise Rights
                      of Certificateholders...................................32

EXHIBITS

      Exhibit A - Form of Certificate........................................A-1
      Exhibit B - Certificate of Trust.......................................B-1
      Exhibit C - Form of Rule 144A Investment Representation................C-1
      Exhibit D - Form of Investor Representation Letter.....................D-1
      Exhibit E - Form of Transferor Representation Letter...................E-1
      Exhibit F - Form of Certificate of Non-Foreign Status..................F-1
      Exhibit G - Form of ERISA Representation Letter........................G-1
      Exhibit H - Form of Representation Letter..............................H-1
      Exhibit I - Form of Addition Notice....................................I-1
      Exhibit J - Form of Transfer Agreement.................................J-1

                                      -iv-

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     This trust  agreement,  dated as of July 2, 2003 (as  amended  from time to
time, the "Trust Agreement"),  is among Wachovia Asset  Securitization,  Inc., a
North Carolina corporation, as depositor (the "Depositor"), and Wilmington Trust
Company, a Delaware banking corporation, as owner trustee (the "Owner Trustee").

                                  WITNESSETH:

     WHEREAS,  the  Depositor  and the Owner  Trustee  desire to form a Delaware
statutory trust;

     NOW, THEREFORE, In consideration of the mutual agreements herein contained,
the Depositor and the Owner Trustee agree as follows:

                                   ARTICLE I

                                  Definitions

     Section 1.01 Definitions.  For all purposes of this Trust Agreement, except
as otherwise expressly provided herein or unless the context otherwise requires,
capitalized  terms used herein  that are not  otherwise  defined  shall have the
meanings  ascribed  thereto in Appendix A to the  indenture  dated as of July 2,
2003 (the  "Indenture"),  among Wachovia  Asset  Securitization,  Inc.  2003-HE2
Trust, as Issuer, Wachovia Bank, National Association, as Paying Agent, and U.S.
Bank National  Association,  as Indenture Trustee, and such Appendix A is hereby
incorporated by reference and made are part of this Trust  Agreement.  All other
capitalized terms used herein shall have the meanings specified herein.

     Section 1.02 Other Definitional Provisions.

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

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

     (c) The words "hereof,"  "herein,"  "hereunder" and words of similar import
when used in this Trust Agreement shall refer to this Trust Agreement as a whole
and not to any particular provision of this Trust Agreement; Section and Exhibit
references  contained in this Trust  Agreement  are  references  to Sections and
Exhibits in or to this Trust Agreement unless

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otherwise  specified;   the  term  "including"  shall  mean  "including  without
limitation"; "or" shall include "and/or"; and the term "proceeds" shall have the
meaning ascribed thereto in the UCC.

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

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

                                   ARTICLE II

                                  Organization

     Section  2.01 Name.  The trust  created  hereby shall be known as "Wachovia
Asset Securitization,  Inc. 2003-HE2 Trust," in which name the Owner Trustee may
conduct  the  business  of the  Trust,  make and  execute  contracts  and  other
instruments on behalf of the Trust and sue and be sued.

     Section 2.02 Office.  The office of the Trust shall be in care of the Owner
Trustee at the  Corporate  Trust Office or at such other  address in Delaware as
the Owner Trustee may designate by written notice to the Certificateholders, the
Depositor, and the Enhancer.

     Section 2.03 Purposes and Powers.  The purpose of the Trust is to engage in
the following activities:

     (a) to issue the  Notes  pursuant  to the  Indenture  and the  Certificates
pursuant to this Trust Agreement and to sell the Notes and the Certificates;

     (b) to purchase the Mortgage Loans and to pay the organizational,  start-up
and transactional expenses of the Trust;

     (c) to assign,  grant,  transfer,  pledge and  convey  the  Mortgage  Loans
pursuant  to  the  Indenture  and  to  hold,   manage  and   distribute  to  the
Certificateholders  pursuant to Section 5.01 any portion of the  Mortgage  Loans
released from the Lien of, and remitted to the Trust pursuant to, the Indenture;

     (d) to enter into and perform its obligations  under the Basic Documents to
which it is to be a party;

     (e) to engage in those activities, including entering into agreements, that
are  necessary,  suitable or  convenient  to  accomplish  the  foregoing  or are
incidental thereto or connected  therewith,  including,  without limitation,  to
accept  additional  contributions  of equity that are not subject to the Lien of
the Indenture; and

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     (f) subject to compliance with the Basic Documents, to engage in such other
activities  as may be  required in  connection  with  conservation  of the Trust
Estate and the making of distributions to the Securityholders.

The Trust is hereby authorized to engage in the foregoing activities.  The Trust
shall not engage in any activity other than in connection  with the foregoing or
other than as required or authorized by the terms of this Trust Agreement or the
other Basic Documents  while any Note is outstanding  without the consent of the
holders of  Certificates  evidencing  a majority  of the  aggregate  Certificate
Percentage Interest of the Certificates, the Indenture Trustee, the Enhancer and
the holders of Notes  representing  a majority of the Note Balance of the Notes;
provided  that  any  Certificate  registered  in the  name of the  Seller  or an
Affiliate  of the Seller will not be  considered a  Certificate  for purposes of
such consent;  provided,  further,  that if 100% of the Certificates are held by
the Seller or an Affiliate of the Seller, the consent of the  Certificateholders
will not be required.

     Section 2.04  Appointment of Owner Trustee.  The Depositor  hereby appoints
the Owner  Trustee as trustee of the Trust  effective as of the date hereof,  to
have all the rights, powers and duties set forth herein.

     Section 2.05 Initial Capital Contribution of Trust Estate. In consideration
of the delivery by the Owner Trustee,  on behalf of the Trust, of the Securities
to the  Depositor  or its  designee,  upon  the  order  of  the  Depositor,  the
Depositor,  as of the  Closing  Date and  concurrently  with the  execution  and
delivery hereof, does hereby transfer,  assign, set over and otherwise convey to
the Trust,  without  recourse,  but subject to the other terms and provisions of
this Trust Agreement,  all of the right,  title and interest of the Depositor in
and to the  Trust  Estate.  The  foregoing  transfer,  assignment,  set over and
conveyance  does  not,  and is not  intended  to,  result  in a  creation  or an
assumption  by the Trust of any  obligation of the Depositor or any other Person
in  connection  with the  Trust  Estate  or under any  agreement  or  instrument
relating thereto, except as specifically set forth herein.

     The Owner Trustee,  on behalf of the Trust,  acknowledges the conveyance to
the  Trust by the  Depositor,  as of the  Closing  Date,  of the  Trust  Estate,
including  all right,  title and  interest of the  Depositor in and to the Trust
Estate.  Concurrently with such conveyance and in exchange  therefor,  the Trust
has pledged the Trust  Estate to the  Indenture  Trustee  and has  executed  the
Certificates  and  the  Notes  and  caused  them to be  duly  authenticated  and
delivered.

     Section 2.06  Declaration of Trust.  The Owner Trustee hereby declares that
it shall hold the Trust Estate in trust upon and subject to the  conditions  set
forth herein for the use and benefit of the  Certificateholders,  subject to the
obligations of the Trust under the Basic  Documents.  It is the intention of the
parties hereto that the Trust  constitute a statutory  trust under the Statutory
Trust Statute and that this Trust Agreement  constitute the governing instrument
of such  statutory  trust.  Effective as of the date hereof,  the Owner  Trustee
shall have all rights,  powers and duties set forth herein and in the  Statutory
Trust Statute with respect to accomplishing the purposes of the Trust. It is the
intention of the parties hereto that solely for federal,  state and local income
and franchise tax purposes,  for so long as 100% of the Certificates are held by
a single person or entity,  the Trust shall be treated as an entity wholly owned
by such person or entity,  with the assets of the entity being the Trust Estate,
and the  Notes  being  debt of the  entity,  and the

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provisions  of this  Trust  Agreement  shall  be  interpreted  to  further  this
intention.  If more than one person  owns the  Certificates,  it is the  further
intention of the parties hereto that solely for federal,  state and local income
and  franchise  tax purposes the Owner Trust shall be treated as a  partnership,
with the assets of the  partnership  being  Trust  Estate,  the  partners of the
partnership  being  the  Certificateholders  and  the  Notes  being  debt of the
partnership.  The  provisions of this Trust  Agreement  shall be  interpreted to
further such intentions.  Neither the Depositor nor any Certificateholder  shall
have any personal  liability for any liability or obligation of the Trust, other
than the indemnification obligations as provided in Section 7.2 herein.

     Section 2.07 Title to Trust Property. Legal title to the Trust Estate shall
be vested at all times in the Trust as a  separate  legal  entity  except  where
applicable  law in any  jurisdiction  requires  title to any  part of the  Trust
Estate to be vested in a trustee  or  trustees,  in which  case  title  shall be
deemed to be  vested  in the  Owner  Trustee,  a  co-trustee  and/or a  separate
trustee, as the case may be.

     Section 2.08 Situs of Trust.  The Trust will be located and administered in
the State of Delaware.  All bank  accounts  maintained  by the Owner  Trustee on
behalf of the Trust  shall be located in the State of  Delaware  or the State of
New  York.  The Trust  shall not have any  employees  in any  state  other  than
Delaware;  provided, however, that nothing herein shall restrict or prohibit the
Owner Trustee from having  employees  within or without the State of Delaware or
taking  actions  outside the State of  Delaware in order to comply with  Section
2.03.  Payments will be received by the Trust only in Delaware,  New York or the
Corporate  Trust Office of the  Certificate  Paying Agent,  and payments will be
made by the Trust only from Delaware,  New York or the Corporate Trust Office of
the  Certificate  Paying  Agent.  The only  office of the  Trust  will be at the
Corporate Trust Office of the Owner Trustee in Delaware.

     Section 2.09 Representations and Warranties of the Depositor. The Depositor
hereby represents and warrants to the Owner Trustee and the Enhancer that:

     (a) The  Depositor  has been  duly  formed,  is  validly  existing  in good
standing under the laws of the state of its formation,  and is duly qualified to
do business and is in good standing  under the laws of each  jurisdiction  where
the character of its property,  the nature of its business or the performance of
its  obligations,  if any,  under the Basic  Documents  make such  qualification
necessary. The jurisdiction of organization of the Depositor is Delaware and the
Depositor is a "registered organization" (within the meaning of Section 9-102 of
the UCC in effect in Delaware).

     (b)  The  Depositor  has  all  requisite  power  and  authority  to own its
properties,  to conduct its  business,  to execute and deliver each of the Basic
Documents to be executed and  delivered by the  Depositor  and to enter into and
perform  all  of  its  obligations   thereunder  and  any  of  the  transactions
contemplated thereby.

     (c) Each Basic  Document to be executed and  delivered by the Depositor has
been duly authorized,  executed and delivered by the Depositor and, assuming the
due execution and delivery by the other  parties  thereto,  constitutes a legal,
valid and binding  agreement,  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

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now or hereafter in effect  affecting the  enforcement  of creditors'  rights in
general and except as such  enforceability  may be limited by general principles
of equity (whether considered in a proceeding at law or in equity).

     (d) The execution  and delivery by the Depositor of the Basic  Documents to
which the  Depositor  is a party and the  performance  by the  Depositor  of its
obligations  thereunder  do  not  (A)  violate  any  of  the  provisions  of the
organizational documents of the Depositor, (B) violate any provision of any law,
governmental rule or regulation  currently in effect applicable to the Depositor
or to its properties or by which the Depositor or its properties may be bound or
affected, which violation would materially and adversely affect the right of the
Trust to perform any of the applicable  provisions of the Basic  Documents,  (C)
violate any judgment,  decree, writ, injunction,  award,  determination or order
currently in effect applicable to the Depositor or to its properties or by which
the Depositor or its properties  are bound or affected,  which  violation  would
materially  and  adversely  affect the right of the Trust to perform  any of the
applicable  provisions  of the Basic  Documents,  (D)  conflict in any  material
respect with, or result in a breach in any material  respect of, or constitute a
default in any material  respect under,  any of the provisions of any indenture,
mortgage,  deed of trust, contract or other instrument to which the Depositor is
a party or by  which it is  bound,  which  conflict,  breach  or  default  would
materially and adversely affect the right of the Depositor to perform any of the
applicable  provisions of the Basic Documents,  or (E) result in the creation or
imposition of any Lien upon any of the  properties of the Depositor  pursuant to
the terms of any such  indenture,  mortgage,  deed of trust,  contract  or other
instrument (other than the Basic Documents).

     (e) No consent,  approval, order or authorization by, and no filing with or
notice to, any court or other governmental authority in respect of the Depositor
is  required  in  connection  with the  authorization,  execution,  delivery  or
performance by the Depositor of the Basic Documents to which it is a party.

     (f) There are no  pending  or,  to the best of the  Depositor's  knowledge,
threatened,  actions,  suits,  proceedings or  investigations  before any court,
administrative  agency,   arbitrator  or  governmental  body  that,  if  decided
adversely, would materially and adversely affect (A) the condition (financial or
otherwise),  business or  operations  of the Depositor or (B) the ability of the
Depositor to perform its obligations  under,  or the validity or  enforceability
of, the Basic Documents to which it is a party.

     (g) The Depositor is solvent,  and the Depositor does not  contemplate  any
pending insolvency or believe or have reason to believe that it will not be able
to pay its debts and other obligations as they become due. The Depositor did not
transfer the Transferred  Property pursuant to this Agreement with any intent to
hinder, delay or defraud any of its creditors.

     (h) Immediately prior to (1) the transfer hereunder, the Depositor had good
and  marketable  title  to the  interest  in the  Initial  Transferred  Property
conveyed to it,  free and clear of all Liens,  pledges,  charges,  encumbrances,
security  interests  or  adverse  claims  of  any  nature,  and  this  Agreement
constitutes a valid assignment and transfer to the Trust of all right, title and
interest of the Depositor in and to the Initial Transferred Property and (2) the
transfer under the related Subsequent Transfer Agreement, the Depositor had good
and  marketable  title to

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<PAGE>

the interest in the related Subsequent Transferred Property conveyed to it, free
and clear of all liens, pledges,  charges,  encumbrances,  security interests or
adverse  claims of any  nature and this  Agreement  and the  related  Subsequent
Transfer  Agreement,  when  executed  and  delivered,  will  constitute  a valid
assignment  and  transfer to the Trust of all right,  title and  interest of the
Depositor in and to the related Subsequent Transferred Property.

     (i)  The  Depositor  is not  in  default  under  any  agreement,  contract,
instrument or indenture to which such party is a party or by which such party or
its respective  properties is or are bound,  or with respect to any order of any
court, administrative agency, arbitrator or governmental body, that would have a
material  adverse  effect  on the  transactions  contemplated  under  the  Basic
Documents;  and no event has occurred  that with notice or lapse of time or both
would  constitute such a default with respect to any such  agreement,  contract,
instrument  or  indenture,  or with  respect  to any such  order  of any  court,
administrative agency, arbitrator or governmental body.

     (j) The chief  executive  office of the Depositor is located at the address
set forth in Section 10.04.

     (k)  The  Depositor  acquired  title  to its  interest  in the  Transferred
Property in good faith,  without notice of any adverse claim to the  Transferred
Property.

     (l) The  Depositor  has caused its  computer and  accounting  records to be
marked  to show that a sale of,  or a  security  interest  in,  the  Transferred
Property has been made or granted to the Issuer.

     (m) The  purchase  price  paid by the  Depositor  for  the  portion  of the
Transferred Property relating to the Closing Date or related Subsequent Transfer
Date, as applicable, is the fair market value of such portion of the Transferred
Property.

     (n) This  Agreement  creates a valid and continuing  security  interest (as
defined in the  applicable  UCC) in the Loan  Agreements in favor of the Issuer,
which  security  interest  is prior to all  other  Liens  (except  as  expressly
permitted  otherwise in this  Indenture),  and is enforceable as such as against
creditors of and purchasers from the Issuer.

     (o) The Loan Agreements  constitute  "accounts,"  "general  intangibles" or
"instruments"  within the meaning of the applicable  UCC. (p) The Depositor owns
and has good and marketable  title to the Loan  Agreements free and clear of any
Lien of any Person.

     (q) The Depositor  has received all consents and approvals  required by the
terms of the Loan Agreements to the sale of the Loan Agreements hereunder to the
Trust.

     (r) The  Depositor  has caused or will have  caused,  within ten days,  the
filing of all  appropriate  financing  statements in the proper filing office in
the  appropriate  jurisdictions  under  applicable  law in order to perfect  the
security interest in the Loan Agreements granted to the Trust hereunder.

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<PAGE>

     (s) Other than the security  interest granted to the Trust pursuant to this
Agreement,  the Depositor has not pledged,  assigned,  sold,  granted a security
interest in, or otherwise conveyed any of the Loan Agreements. The Depositor has
not  authorized  the  filing  of and is not  aware of any  financing  statements
against the Depositor that include a description of collateral covering the Loan
Agreements other than any financing  statement relating to the security interest
granted  to the  Depositor  hereunder  or any  security  interest  that has been
terminated.  The  Depositor  is not aware of any  judgment  or tax lien  filings
against the Depositor.

     (t) The Servicer,  on behalf of the  Depositor,  has in its  possession all
original  copies of the Loan  Agreements.  The Loan  Agreements  do not have any
marks or notations indicating that they have been pledged, assigned or otherwise
conveyed to any Person  other than the  Depositor,  the Trust and the  Indenture
Trustee.  All financing statements filed or to be filed against the Depositor in
favor of the Trust in connection herewith describing the Loan Agreements contain
a statement to the following  effect: "A purchase of or security interest in any
collateral  described in this financing statement will violate the rights of the
Trust."

     (u) None of the  Mortgage  Notes that  constitute  or evidence the Mortgage
Loans  has any marks or  notations  indicating  that  they  have  been  pledged,
assigned or otherwise conveyed to any Person other than the Trust.

     The representations and warranties set forth in Section 2.09(n) through (t)
shall not be waived without the prior written consent of Standard and Poor's.

     Upon notice from the Enhancer, the Issuer, the Owner Trustee, the Indenture
Trustee,  the Paying Agent or the Servicer,  as  applicable,  of a breach of the
Depositor's  respective  representations or warranties above that materially and
adversely affects the interests of the Securityholders in any Mortgage Loan, the
Depositor  shall,  within 90 days of its  discovery  or its receipt of notice of
such breach, either (i) cure such breach in all material respects or (ii) to the
extent  that  such  breach  is with  respect  to a  Mortgage  Loan or a  Related
Document,  either (A)  repurchase  such  Mortgage Loan from the Purchaser or its
assignee  at the  Repurchase  Price,  or (B)  substitute  one or  more  Eligible
Substitute Loans received from the Seller pursuant to the Purchase Agreement.

     It is  understood  and agreed that the  obligation of the Depositor to cure
any breach,  or to repurchase  or  substitute  for any Mortgage Loan as to which
such a breach has occurred and is continuing,  shall  constitute the sole remedy
respecting such breach available to the Enhancer,  the Issuer, the Enhancer, the
Certificateholders  (or the Owner  Trustee on behalf of the  Certificateholders)
and the  Noteholders  (or the  Indenture  Trustee on behalf of the  Noteholders)
against the Depositor.

     Section 2.10 Payment of Trust Fees. The Owner Trustee shall pay the Trust's
fees and expenses incurred with respect to the performance of the Trust's duties
under the Indenture.

                                  ARTICLE III

                 Conveyance of the Mortgage Loans; Certificates

     Section 3.01 Conveyance of the Mortgage Loans.

                                       7

<PAGE>

     (a) The Depositor,  by the execution and delivery of this  Agreement,  does
hereby  sell,  assign,  set over,  and  otherwise  convey to the Trust,  without
recourse  (except as expressly  provided  herein),  all of its right,  title and
interest,  whether now owned or  existing  or  hereafter  created,  arising,  or
acquired,  in, to and under (i) the Initial Mortgage Loans and the other related
Initial  Transferred  Property and (ii) the Subsequent  Mortgage Loans and other
related Subsequent Transferred Property, in each case purchased by the Depositor
from the Seller pursuant to the Purchase Agreement;  provided, however, that the
Trust does not assume any obligations  (including any obligations to fund Draws)
arising  under or related to the Related  Documents.  Such  conveyance  shall be
deemed to be made:  (1) with  respect to the  Cut-Off  Date  Principal  Balances
relating to the Initial Mortgage Loans, as of the Closing Date; (2) with respect
to the Cut-Off  Date  Principal  Balances  relating to the  Subsequent  Mortgage
Loans,  as of the related  Subsequent  Transfer  Date;  (3) with  respect to the
amount of each  Additional  Balance  created on or after the Cut-Off Date or the
Subsequent  Cut-Off Date, as applicable,  and prior to the  commencement  of the
Rapid  Amortization  Period,  as of the later of the Closing Date or the related
Subsequent Cut-Off Date, as applicable, and the date that the corresponding Draw
was made pursuant to the related Loan  Agreement,  subject to the receipt by the
Depositor of consideration therefor as provided herein under Section 3.02(c).

     (b) The Depositor hereby assigns to the Trust all of the Depositor's right,
title and  interest  to and  under the  Purchase  Agreement  and any  Subsequent
Transfer  Agreement  executed by the Depositor as Purchaser,  including  without
limitation  the  Depositor's  right to  enforce  the  obligations  of the Seller
thereunder  (including the Seller's  obligation to repurchase  Mortgage Loans as
the result of a breach of the Seller's  representations  and  warranties  in the
Purchase Agreement).

     (c) In  connection  with the  conveyance  by the  Depositor  of the Initial
Mortgage Loans, the Depositor further agrees, at its own expense, on or prior to
the Closing Date, to indicate in its books and records that the Initial Mortgage
Loans have been sold to the Trust pursuant to this Agreement,  and to deliver to
the Trust true and complete  lists of all of the Mortgage  Loans  specifying for
each Mortgage Loan the information contained in the Mortgage Loan Schedule.  The
Mortgage Loan  Schedule is attached as Exhibit A to the Servicing  Agreement and
is hereby incorporated into and made a part of this Agreement.

     (d) Upon the sale of the Initial Mortgage Loans and the Subsequent Mortgage
Loans, as applicable, the ownership of each related Loan Agreement, each related
Mortgage  and the contents of the related  Mortgage  File shall be vested in the
Trust and the ownership of all records and documents with respect to the Initial
Mortgage  Loans and the  Subsequent  Mortgage  Loans,  as  applicable,  that are
prepared by or that come into the possession of the Depositor,  as seller of the
Initial  Mortgage Loans  hereunder and the  Subsequent  Mortgage Loans under the
related Subsequent Transfer  Agreement,  or by the Servicer under this Agreement
shall  immediately  vest in the Trust,  and shall be retained and  maintained in
trust by the Servicer at the will of the Trust, in such custodial capacity only,
or in trust by the  Indenture  Trustee if the Mortgage  Files are required to be
transferred by the Servicer to the Indenture Trustee,  pursuant to the Servicing
Agreement;  provided, however, that any records and documents that come into the
possession of the Depositor  shall be promptly  delivered to the Servicer or the
Indenture,  as applicable.  The Depositor's  records will accurately reflect the
sale of the Initial Mortgage Loans by it to the Trust.

                                       8

<PAGE>

     The Trust  hereby  acknowledges  its  acceptance  of all  right,  title and
interest to the property conveyed to it pursuant to this Section 3.01.

     (e) The  parties  hereto  intend  that the  transactions  set forth  herein
constitute a sale,  including for accounting  purposes,  by the Depositor to the
Trust of the Depositor's  right, title and interest in and to the Mortgage Loans
and the other Transferred  Property,  and not a secured borrowing.  In the event
the  transactions  set forth herein are deemed not to be a sale,  the  Depositor
hereby grants to the Trust a security interest in all of the Depositor's  right,
title and interest,  whether now owned or hereafter  acquired,  in, to and under
the Transferred Property to secure all of the Depositor's obligations hereunder,
and this Agreement shall and hereby does  constitute a security  agreement under
applicable  law. Each of the Mortgage Loan Schedules is hereby  incorporated  by
reference and made a part of this Trust Agreement.  The Depositor agrees to take
or cause to be taken such  actions  and to  execute  such  documents,  including
without  limitation  the  authorization  and  the  filing  of  any  continuation
statements  with respect to the UCC financing  statements  filed with respect to
the  Mortgage  Loans and other  Transferred  Property  by the  Depositor  on the
Closing Date, if any, and any amendments thereto required to reflect a change in
the name or corporate structure of the Depositor or the filing of any additional
UCC  financing  statements  due  to  the  change  in  the  principal  office  or
jurisdiction  of  organization  of the Depositor as are necessary to perfect and
protect the Trust' and its assignees' interests in the Transferred Property. The
Depositor shall file any such continuation statements on a timely basis.

     Section 3.02 Payment of Purchase  Price for  Subsequent  Mortgage Loans and
Additional Balances.

     (a) The "Purchase  Price" for the  Subsequent  Mortgage Loans and the other
Subsequent  Transferred Property to be paid by the Trust to the Depositor on the
related  Subsequent  Transfer  Date shall be 100 percent of the related  Cut-Off
Date  Principal  Balances  thereof (as  identified on the Mortgage Loan Schedule
attached  to  the  related   Subsequent   Transfer  Agreement  provided  by  the
Depositor). In the case of each Additional Balance transferred hereunder created
on or after the Cut-Off Date or  Subsequent  Cut-Off Date,  as  applicable,  and
prior to the commencement of the Rapid  Amortization  Period, the Purchase Price
thereof shall be 100 percent of the  principal  amount of the related Draw under
the related Loan  Agreement  as of the later of the Closing  Date or  Subsequent
Transfer  Date,  as  applicable,  and the date of  creation  of such  Additional
Balance,  adjusted  to  reflect  such  factors  as the  Depositor  and the Trust
mutually agree will result in a Purchase Price  determined to be the fair market
value of such Additional Balance and the related Transferred Property.

     (b) With respect to each Subsequent Mortgage Loan transferred pursuant to a
Subsequent Transfer Agreement and each Additional Balance transferred  hereunder
or pursuant to a  Subsequent  Transfer  Agreement  with  respect to any Mortgage
Loan, as applicable, the Trust shall pay or cause to be paid to the Depositor or
its designee  the Purchase  Price  specified  above in Section  3.02(a) for such
Additional Balance or Subsequent  Mortgage Loan in one of the following ways, as
applicable:  (i) a cash payment  pursuant to Section 3.02(a) hereof in an amount
equal to the related Draw or Cut-Off Date Principal Balance,  as applicable,  if
then  available  from  Principal  Collections  on any Payment Date or amounts on
deposit in the applicable Funding Account,  as applicable,  or (ii) with respect
to an Additional  Balance only,  an

                                       9

<PAGE>

increase  in the related  Additional  Balance  Increase  Amount as of the day on
which  such  Additional  Balance  was  created,  equal  to the  amount  of  such
Additional Balance.

     Section  3.03 Draws  During  Rapid  Amortization  Period.  During the Rapid
Amortization  Period, any Excluded Draws shall not be Additional  Balances,  and
the ownership of the related balances shall be retained by the Seller.  Payments
and collections allocable pursuant to Section 3.04 to an Excluded Draw shall not
be deposited into the Custodial  Account,  the Distribution  Account or the Note
Payment Account,  and shall be distributed by the Servicer to the Seller no less
frequently than monthly in accordance with reasonable  instructions  provided by
the Seller.

     Section 3.04  Allocation.  The Depositor,  the Trust and the Servicer agree
that all  collections  on the Mortgage  Loans will be  allocated  and applied as
provided by the terms of the  related  Loan  Agreements  or by  applicable  law.
Except with  respect to  Liquidation  Loss  Amounts,  if the Loan  Agreement  or
applicable  law does not  specify a method of  allocation  and  application  for
particular  Collections,  such  Collections  shall be allocated  and applied (i)
first, to interest pro rata (based on the respective  amounts coming due on such
day) among the amounts coming due on such dates,  and (ii) then, to principal in
the order of the dates on which  such  amounts  were  first  incurred.  If, as a
result of the  provisions  of this Section  3.04,  Collections  are allocated to
Excluded Draws,  such Collections  shall not be property of the Purchaser or its
assignees and shall be paid by the Servicer to the Seller as provided in Section
3.03.  Liquidation Loss Amounts shall be allocated as provided in the definition
of Excluded Amount.

     Section 3.05 Addition of  Subsequent  Mortgage  Loans.  The transfer by the
Depositor of any Subsequent  Mortgage Loans to the Issuer,  is conditioned  upon
the satisfaction of each of the following  conditions on or prior to the related
Subsequent Transfer Date:

     (a) the Depositor  shall have provided the Indenture  Trustee,  the Issuer,
the Paying Agent,  the Enhancer and the Rating  Agencies with a timely  Addition
Notice  substantially  in the form of Exhibit I attached  hereto,  which  notice
shall be given no later than five Business Days prior to the related  Subsequent
Transfer Date, and shall  designate the Subsequent  Mortgage Loans to be sold to
the Issuer and the aggregate Principal Balance of such Subsequent Mortgage Loans
as of the related Subsequent Cut-Off Date;

     (b) the Depositor shall have delivered to the Indenture Trustee, the Paying
Agent,  the Enhancer and the Rating Agencies duly executed  Subsequent  Transfer
Agreement   substantially   in  the  form  of  Exhibit  J,  (A)  confirming  the
satisfaction of each condition  precedent  specified in this Section 3.05(b) and
in Section 2 of the related  Subsequent  Transfer  Agreement and (B) including a
Mortgage Loan Schedule listing the Subsequent Mortgage Loans;

     (c) as of each  Subsequent  Transfer  Date, as evidenced by delivery to the
Indenture Trustee of the Subsequent Transfer Agreement,  the Depositor shall not
be  insolvent,  made  insolvent  by  such  transfer  or  aware  of  any  pending
insolvency;

     (d) such sale and  transfer  shall not  result in a  material  adverse  tax
consequence  to the Issuer or, due to any action or  inaction on the part of the
Seller, to the Securityholders; and

                                       10

<PAGE>

     (e) the Depositor  shall have provided each of the Enhancer and each Rating
Agency  with loan  level  information  in the  Enhancer's  and each such  Rating
Agency's  standard  format no later than five Business Days prior to the related
Subsequent Transfer Date, which shall designate the Subsequent Mortgage Loans to
be sold to the Issuer,  and shall receive  verbal  consent from the Enhancer and
verbal  confirmation from each Rating Agency that the addition of the Subsequent
Mortgage Loans will not result in a Rating Event.

     Within  five  Business  Days  after  each  Subsequent  Transfer  Date,  the
Depositor shall deliver to the Issuer,  the Rating Agencies,  the Enhancer,  the
Paying  Agent and the  Indenture  Trustee a copy of the Mortgage  Loan  Schedule
reflecting the Subsequent Mortgage Loans in electronic format.

     Section  3.06  Initial  Ownership.  Upon the  formation of the Trust by the
contribution by the Depositor pursuant to Section 2.05 and the conveyance of the
Initial  Mortgage  Loans  pursuant  to  Section  3.01  and the  issuance  of the
Certificates, Depositor shall be the sole Certificateholder.

     Section 3.07 Issuance of Certificates.  The Certificates shall be issued in
minimum  denominations  of  a  Percentage  Interest  of  10.0000%  and  integral
multiples  of 0.0001% in excess  thereof.  The  Certificates  shall be issued in
substantially the form attached hereto as Exhibit A.

     The  Certificates  shall be  executed  on  behalf of the Trust by manual or
facsimile   signature  of  an  authorized  officer  of  the  Owner  Trustee  and
authenticated in the manner provided in Section 3.08.  Certificates  bearing the
manual or facsimile  signatures of  individuals  who were, at the time when such
signatures  shall have been affixed,  authorized to sign on behalf of the Trust,
shall be validly  issued and  entitled to the  benefit of this Trust  Agreement,
notwithstanding  that such individuals or any of them shall 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  authentication  and  delivery  of such
Certificates. A Person shall become a Certificateholder and shall be entitled to
the rights and subject to the obligations of a Certificateholder  hereunder upon
such Person's acceptance of a Certificate duly registered in such Person's name,
pursuant to Section 3.09.

     A transferee of a Certificate shall become a Certificateholder and shall be
entitled to the rights and  subject to the  obligations  of a  Certificateholder
hereunder upon such transferee's  acceptance of a Certificate duly registered in
such  transferee's  name pursuant to and upon satisfaction of the conditions set
forth in Section 3.09.

     Section  3.08   Authentication  of  Certificates.   Concurrently  with  the
acquisition of the Initial Mortgage Loans by the Trust, the Owner Trustee or the
Certificate  Paying Agent shall cause the Certificates in an initial  Percentage
Interest of 100.00% to be executed on behalf of the Trust,  authenticated by the
Indenture  Trustee and delivered to or upon the written order of the  Depositor,
signed by its  chairman  of the  board,  its  president  or any vice  president,
without further corporate action by the Depositor, in authorized  denominations.
No Certificate shall entitle the Certificateholder  thereof to any benefit under
this Trust  Agreement  or be valid for any purpose  unless there shall appear on
such Certificate a certificate of  authentication  substantially in the form set
forth in  Exhibit  A hereto,  executed  by the Owner  Trustee  or the  Indenture
Trustee,  by  manual  signature,   and  such  authentication   shall  constitute
conclusive  evidence  that

                                       11

<PAGE>

such  Certificate  has been duly  authenticated  and  delivered  hereunder.  All
Certificates shall be dated the date of their authentication.

     Section 3.09  Registration  of and  Limitations on Transfer and Exchange of
Certificates.  The Certificate  Registrar shall keep or cause to be kept, at the
office or agency maintained pursuant to Section 3.13, 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 Paying Agent
shall be the initial Certificate Registrar. If the Certificate Registrar resigns
or  is  removed,  the  Owner  Trustee  shall  appoint  a  successor  Certificate
Registrar.

     Subject to satisfaction  of the conditions set forth below,  upon surrender
for  registration  of  transfer  of any  Certificate  at the  office  or  agency
maintained   pursuant  to  Section  3.13,   the  Owner  Trustee  shall  execute,
authenticate  and  deliver  (or  shall  cause  the  Indenture   Trustee  as  its
authenticating agent to authenticate and deliver), in the name of the designated
transferee  or  transferees,   one  or  more  new   Certificates  in  authorized
denominations of a like aggregate amount dated the date of authentication by the
Owner Trustee or the Indenture  Trustee.  At the option of a  Certificateholder,
Certificates may be exchanged for other Certificates of authorized denominations
of a like aggregate amount upon surrender of the Certificates to be exchanged at
the  office  or  agency  maintained   pursuant  to  Section  3.13.  The  initial
Certificateholder  agrees to not  transfer  any  Certificate  during  either the
Revolving  Period  or  the  Managed  Amortization  Period,  unless  the  initial
Certificateholder  receives an Opinion of Counsel  stating that such transfer of
the Certificate will not adversely  affect the opinion  delivered on the Closing
Date by such counsel  regarding the transfer of the Mortgage  Loans by Seller to
the Depositor.

     Every Certificate  presented or surrendered for registration of transfer or
exchange  shall be  accompanied  by a written  instrument  of  transfer  in form
satisfactory to the Certificate Registrar duly executed by the Certificateholder
or  such   Certificateholder's   attorney  duly  authorized  in  writing.   Each
Certificate  surrendered  for  registration  of transfer  or  exchange  shall be
cancelled  and  subsequently   disposed  of  by  the  Certificate  Registrar  in
accordance with its customary practice.

     No  service  charge  shall  be made for any  registration  of  transfer  or
exchange of Certificates, but the Owner Trustee or 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.

     Except as described  below,  each  Certificateholder  shall  establish  its
non-foreign status by submitting to the Certificate Paying Agent an IRS Form W-9
and the Certificate of Non-Foreign  Status (in  substantially  the form attached
hereto as Exhibit F).

     A Certificate may be transferred to a Certificateholder unable to establish
its  non-foreign  status as described in the  preceding  paragraph  only if such
Certificateholder   provides  an  Opinion  of  Counsel  to  the  Depositor,  the
Certificate Registrar and the Enhancer, which Opinion of Counsel shall not be an
expense  of the Trust,  the Owner  Trustee,  the  Certificate  Registrar  or the
Depositor,  satisfactory  to the Depositor,  the  Certificate  Registrar and the
Enhancer,  that such  transfer  (1) will not  affect the tax status of the Owner
Trust and (2) will not adversely affect the

                                       12

<PAGE>

interests of any Securityholder or the Enhancer,  including, without limitation,
as a result of the imposition of any United States federal  withholding taxes on
the Owner  Trust  (except to the extent  that such  withholding  taxes  would be
payable solely from amounts  otherwise  distributable  to the Certificate of the
prospective   transferee).   If  such   transfer   occurs   and   such   foreign
Certificateholder  becomes  subject to such United  States  federal  withholding
taxes,  any such taxes will be withheld by the  Certificate  Paying Agent at the
direction  of the  Servicer.  Each  Certificateholder  unable to  establish  its
non-foreign  status shall submit to the  Certificate  Paying Agent a copy of its
Form W-8BEN,  Form W-8ECI or Form W-8IMY,  or such  successor  forms  thereto as
required by  then-applicable  regulations,  and shall  resubmit  such form every
three years or with such frequency as required by  then-applicable  regulations.
In addition,  prior to any transfer of a Certificate  prior to July of 2008 to a
Certificateholder   that  cannot   establish   its   non-foreign   status,   the
Certificateholder  shall deliver to the Owner Trustee,  the Paying Agent and the
Indenture  Trustee,  at the  expense  of the  Certificateholder,  an  Opinion of
Counsel  that no  withholding  tax would apply to payments  made under any Yield
Maintenance Agreement.

     No transfer,  sale,  pledge or other  disposition of a Certificate shall be
made unless such transfer,  sale, pledge or other disposition is exempt from the
registration  requirements  of the  Securities  Act  and  any  applicable  state
securities  laws or is made in accordance with the Securities Act and such state
laws.  In the  event of any such  transfer,  the  Certificate  Registrar  or the
Depositor  shall prior to such  transfer  require the  transferee to execute (A)
either (i) (a) an investment letter in substantially the form attached hereto as
Exhibit  C (or  in  such  form  and  substance  reasonably  satisfactory  to the
Certificate  Registrar and the Depositor) which investment  letters shall not be
an expense of the Trust,  the Owner  Trustee,  the  Certificate  Registrar,  the
Servicer or the Depositor and which  investment  letter states that, among other
things,  such  transferee  (a) is a "qualified  institutional  buyer" as defined
under Rule 144A,  acting for its own account or the accounts of other "qualified
institutional  buyers"  as defined  under  Rule 144A,  and (b) is aware that the
proposed   transferor  intends  to  rely  on  the  exemption  from  registration
requirements  under  the  Securities  Act,  provided  by Rule 144A or (ii) (a) a
written Opinion of Counsel acceptable to and in form and substance  satisfactory
to the  Certificate  Registrar and the Depositor  that such transfer may be made
pursuant to an  exemption,  describing  the  applicable  exemption and the basis
therefor,  from the Securities Act and such state laws or is being made pursuant
to the Securities Act and such state laws, which Opinion of Counsel shall not be
an expense of the Trust,  the Owner  Trustee,  the  Certificate  Registrar,  the
Servicer  or the  Depositor  and (b) the  transferee  executes a  representation
letter,  substantially  in the form of  Exhibit  D  hereto,  and the  transferor
executes a representation letter, substantially in the form of Exhibit E hereto,
each  acceptable to and in form and substance  satisfactory  to the  Certificate
Registrar and the Depositor  certifying  the facts  surrounding  such  transfer,
which  representation  letters  shall not be an expense of the Trust,  the Owner
Trustee,  the Certificate  Registrar,  the Servicer or the Depositor and (B) the
Certificate of Non-Foreign  Status (in substantially the form attached hereto as
Exhibit F) acceptable to and in form and substance  reasonably  satisfactory  to
the Certificate  Registrar and the Depositor,  which certificate shall not be an
expense  of the Trust,  the Owner  Trustee,  the  Certificate  Registrar  or the
Depositor.  If such  Certificateholder  is unable to  provide a  Certificate  of
Non-Foreign Status, such Certificateholder must provide an Opinion of Counsel as
described in the preceding paragraph.  The Certificateholder  desiring to effect
such transfer shall,  and does hereby agree to,  indemnify the Trust,  the Owner
Trustee, the Certificate Registrar,  the Certificate Paying Agent, the Indenture
Trustee, the Servicer,  the Paying Agent, the Enhancer and the Depositor against
any liability that may result if the transfer is not so

                                       13

<PAGE>
exempt  or is not made in  accordance  with such  federal  and  state  laws.  No
transfer of Certificates or any interest  therein shall be made to any Plan, any
Person acting, directly or indirectly,  on behalf of any such Plan or any Person
acquiring such  Certificates  with Plan Assets unless the  Depositor,  the Owner
Trustee, the Certificate  Registrar,  the Enhancer and the Servicer are provided
with  an  Opinion  of  Counsel  that  establishes  to  the  satisfaction  of the
Depositor,  the Owner Trustee, the Certificate  Registrar,  the Enhancer and the
Servicer that the purchase of Certificates is permissible  under applicable law,
will not  constitute  or result in any  prohibited  transaction  under  ERISA or
Section 4975 of the Code and will not subject the Depositor,  the Owner Trustee,
the Certificate Registrar,  the Certificate Paying Agent, the Indenture Trustee,
the Paying  Agent,  the Enhancer or the Servicer to any  obligation or liability
(including  obligations or liabilities  under ERISA or Section 4975 of the Code)
in  addition  to those  undertaken  in this Trust  Agreement,  which  Opinion of
Counsel  shall  not be an  expense  of the  Depositor,  the Owner  Trustee,  the
Certificate Registrar,  the Enhancer or the Servicer. In lieu of such Opinion of
Counsel,  a Plan,  any Person acting,  directly or indirectly,  on behalf of any
such Plan or any Person acquiring such  Certificates  with Plan Assets of a Plan
may provide a  certification  in the form of Exhibit G to this Trust  Agreement,
which  the  Depositor,   the  Owner  Trustee,  the  Certificate  Registrar,  the
Certificate Paying Agent, the Indenture Trustee,  the Paying Agent, the Enhancer
and the Servicer may rely upon without further inquiry or investigation. Neither
an Opinion of Counsel nor a  certification  will be required in connection  with
the initial transfer of any such Certificate by the Depositor to an Affiliate of
the  Depositor  (in which case,  the  Depositor or any such  Affiliate  shall be
deemed  to have  represented  that  such  Affiliate  is not a Plan  or a  Person
investing  Plan Assets of any Plan) and the Owner  Trustee  shall be entitled to
conclusively  rely upon a representation  (which,  upon the request of the Owner
Trustee, shall be a written  representation) from the Depositor of the status of
such transferee as an Affiliate of the Depositor.

     In addition,  no transfer of a Certificate shall be permitted,  and no such
transfer  shall be  registered  by the  Certificate  Registrar  or be  effective
hereunder,   unless  evidenced  by  an  Opinion  of  Counsel  addressed  to  the
Certificate Registrar,  the Servicer and the Enhancer that establishes that such
transfer or the  registration  of such transfer  would not cause the Trust to be
classified  as  a  publicly  traded   partnership,   by  having  more  than  100
Certificateholders  at any  time  during  the  taxable  year  of the  Trust,  an
association  taxable as a corporation,  a corporation or a taxable mortgage pool
for federal and relevant  state income tax  purposes,  which  Opinion of Counsel
shall not be an expense of the Certificate  Registrar and shall be an expense of
the proposed transferee. No Opinion of Counsel will be required if such transfer
is made to a nominee of an existing beneficial holder of a Certificate.

     In addition, no transfer, sale, assignment,  pledge or other disposition of
a  Certificate  shall  be  made  unless  the  proposed   transferee  executes  a
representation  letter  substantially in the form of Exhibit H hereto,  that (1)
the  transferee  is  acquiring  such  Certificate  for its own behalf and is not
acting as agent or custodian for any other Person or entity in  connection  with
such acquisition and (2) if the transferee is a partnership,  grantor trust or S
corporation for federal income tax purposes,  the Certificates  acquired are not
more than 50% of the assets of the partnership, grantor trust or S corporation.

     Section 3.10 Mutilated,  Destroyed, Lost or Stolen Certificates. If (a) any
mutilated Certificate shall be surrendered to the Certificate  Registrar,  or if
the  Certificate  Registrar  shall

                                       14

<PAGE>

receive evidence to its  satisfaction of the  destruction,  loss or theft of any
Certificate and (b) there shall be delivered to the Certificate  Registrar,  the
Indenture  Trustee and the Owner  Trustee  such  security or indemnity as may be
required  by them to save each of them and the  Issuer  from  harm,  then in the
absence of notice to the  Certificate  Registrar,  the Indenture  Trustee or the
Owner Trustee that such  Certificate has been acquired by a bona fide purchaser,
the Owner  Trustee on behalf of the Trust shall execute and the Owner Trustee or
the Indenture Trustee, as the Trust's  authenticating  agent, shall 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  denomination.  In
connection with the issuance of any new Certificate under this Section 3.10, the
Owner Trustee,  the Indenture  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 connection  therewith.  Any duplicate  Certificate issued
pursuant to this Section 3.10 shall constitute  conclusive 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 3.11 Persons Deemed  Certificateholders.  Prior to due presentation
of  a  Certificate  for  registration  of  transfer,   the  Owner  Trustee,  the
Certificate  Registrar or any  Certificate  Paying Agent may treat the Person in
whose name any  Certificate  is  registered in the  Certificate  Register as the
owner of such Certificate for the purpose of receiving distributions pursuant to
Section 5.02 and for all other purposes  whatsoever,  and none of the Trust, the
Owner Trustee,  the Certificate  Registrar or the Certificate Paying Agent shall
be bound by any notice to the contrary.

     Section 3.12 Access to List of Certificateholders' Names and Addresses. The
Certificate Registrar shall furnish or cause to be furnished to the Depositor or
the Owner Trustee,  within 15 days after receipt by the Certificate Registrar of
a written request  therefor from the Depositor or the Owner Trustee,  a list, in
such  form as the  Depositor  or the  Owner  Trustee,  as the case  may be,  may
reasonably require, of the names and addresses of the  Certificateholders  as of
the most recent Record Date. If three or more Certificateholders, or one or more
Certificateholders  evidencing not less than 25% of the  Certificate  Percentage
Interest,  apply in writing to the Owner Trustee or the  Certificate  Registrar,
and such application states that the applicants desire to communicate with other
Certificateholders,  with respect to their rights under this  Agreement or under
the  Certificates  and  such  application  is  accompanied  by  a  copy  of  the
communication that such applicants  propose to transmit,  then the Owner Trustee
shall,  within five (5)  Business  Days after the  receipt of such  application,
afford such  applicants  access during normal business hours to the current list
of  Certificateholders.  Each  Certificateholder,  by  receiving  and  holding a
Certificate,  shall be deemed to have  agreed not to hold any of the Trust,  the
Depositor,  the Certificate Registrar, the Certificate Paying Agent or the Owner
Trustee  accountable  by  reason  of the  disclosure  of its name  and  address,
regardless of the source from which such information was derived.

     Section 3.13 Maintenance of Office or Agency. The Owner Trustee,  on behalf
of the Trust,  shall  maintain an office or offices or agency or agencies  where
Certificates  may be surrendered  for  registration  of transfer or exchange and
where  notices  and  demands  to or upon the Owner  Trustee  in  respect  of the
Certificates and the Basic Documents may be served.  The Owner Trustee initially
designates  the  Corporate  Trust Office of the  Certificate  Registrar (or such
other office as the  Certificate  Registrar may specify to the Owner Trustee) as
its office for

                                       15

<PAGE>

such  purposes.  The Owner  Trustee  shall  give  prompt  written  notice to the
Depositor, the Certificateholders, the Indenture Trustee and the Enhancer of any
change in the location of the Certificate Register or any such office or agency.

     Section 3.14 Certificate Paying Agent.

     (a)  The   Certificate   Paying   Agent   shall   make   distributions   to
Certificateholders  from the  Distribution  Account  on  behalf  of the Trust in
accordance with the provisions of the  Certificates and Section 5.01 hereof from
payments  remitted to the Certificate  Paying Agent by the Paying Agent pursuant
to Section 3.05 of the Indenture.  The Trust hereby appoints the Paying Agent as
the Certificate Paying Agent. The Certificate Paying Agent shall:

          (i) hold all  sums  held by it for the  payment  of  amounts  due with
respect to the  Certificates  in trust for the benefit of the  Persons  entitled
thereto  until such sums shall be paid to such Persons or otherwise  disposed of
as herein provided;

          (ii) give the Owner  Trustee  notice  of any  default  by the Trust of
which a Responsible Officer of the Certificate Paying Agent has actual knowledge
in  the  making  of  any  payment  required  to be  made  with  respect  to  the
Certificates;

          (iii) at any time during the continuance of any such default, upon the
written  request of the Owner  Trustee,  forthwith  pay to the Owner  Trustee on
behalf of the Trust all sums so held in trust by such Certificate Paying Agent;

          (iv) immediately  resign as Certificate Paying Agent and forthwith pay
to the Owner Trustee on behalf of the Trust all sums held by it in trust for the
payment of  Certificates  if at any time it ceases to act as Paying  Agent under
the  Indenture or meet the  standards  required to be met by the Paying Agent at
the time of its appointment under the Indenture;

          (v)  comply  with all  requirements  of the Code with  respect  to the
withholding  from any payments made by it on any  Certificates of any applicable
withholding  taxes imposed thereon and with respect to any applicable  reporting
requirements in connection therewith; and

          (vi)  make  available  to the Owner  Trustee  a copy of the  Servicing
Certificate  prepared with respect to each Payment Date by the Servicer pursuant
to Section 4.01 of the Servicing Agreement.

     (b) The Trust may revoke such power and remove the Certificate Paying Agent
if the Owner Trustee  determines  in its sole  discretion  that the  Certificate
Paying  Agent  shall have  failed to perform  its  obligations  under this Trust
Agreement in any material respect. The Paying Agent shall be permitted to resign
as  Certificate  Paying Agent upon 30 days' written  notice to the Owner Trustee
and the Enhancer;  provided, however, that the Paying Agent is also resigning as
Paying  Agent  under the  Indenture  at such time.  In the event that the Paying
Agent shall no longer be the Certificate Paying Agent under this Trust Agreement
and  Paying  Agent  under the  Indenture,  the  Owner  Trustee  shall  appoint a
successor  to act as  Certificate  Paying  Agent (which shall be a bank or trust
company) and which shall also be the successor Paying

                                       16

<PAGE>

Agent  under the  Indenture.  The  Owner  Trustee  shall  cause  such  successor
Certificate Paying Agent or any additional Certificate Paying Agent appointed by
the Owner  Trustee to execute and deliver to the Owner  Trustee an instrument to
the effect  set forth in this  Section  3.14 as it  relates  to the  Certificate
Paying Agent.  The Certificate  Paying Agent shall return all unclaimed funds to
the Trust and upon removal of a Certificate Paying Agent such Certificate Paying
Agent shall also return all funds in its possession to the Trust. The provisions
of Sections 6.01, 6.04 and 7.01 shall apply to the  Certificate  Paying Agent to
the extent applicable.  Any reference in this Trust Agreement to the Certificate
Paying  Agent shall  include any  co-paying  agent  unless the context  requires
otherwise.

     (c) The  Certificate  Paying Agent shall establish and maintain with itself
the Distribution Account in which the Certificate Paying Agent shall deposit, on
the same day as it is  received  from the  Servicer,  the  Indenture  Trustee or
Paying Agent,  each  remittance  received by the  Certificate  Paying Agent with
respect to payments made  pursuant to the Indenture or the Servicing  Agreement.
Pending any such distribution,  funds deposited in the Distribution Account on a
Payment Date and not distributed to the  Certificateholders on such Payment Date
shall be invested  by the  Certificate  Paying  Agent in  Permitted  Investments
selected  by the  Servicer  (or if no  selection  is  made  by the  Servicer  in
Permitted  Investments  described  in  clause  (v)  of the  definition  thereof)
maturing no later than the Business Day  preceding the next  succeeding  Payment
Date (except that any investment in the institution  with which the Distribution
Account is  maintained  may mature or be payable on demand on such  Payment Date
and shall not be sold or  disposed  of prior to the  maturity).  All  investment
income earned in respect of funds on deposit in the  Distribution  Account shall
be  credited to the  Distribution  Account,  except that an amount  equal to one
day's  interest  on  any  such  investment  shall  be  for  the  benefit  of the
Certificate  Paying  Agent.  A portion of any losses  incurred in respect of any
such  investments  shall  be  deposited  in  the  Distribution  Account  by  the
Certificate  Paying  Agent out of its own funds  immediately  as  realized in an
amount such that the  percentage of any such loss  allocated to the  Certificate
Paying Agent shall equal a fraction,  the  numerator of which equals one (1) and
the denominator of which equals the number of days the funds in the Distribution
Account were invested in such investment. The remainder of any such losses shall
be charged against the Distribution  Account. The Certificate Paying Agent shall
make all  distributions  on the  Certificates as provided in Section 3.05 of the
Indenture and Section  5.01(a) of this Trust Agreement from moneys on deposit in
the Distribution Account.

     Section  3.15.  Cooperation.  The  Owner  Trustee  shall  cooperate  in all
respects with any  reasonable  request by the Enhancer for action to preserve or
enforce the  Enhancer's  rights or interest  under this Trust  Agreement  or the
Insurance  Agreement,  consistent with this Trust Agreement and without limiting
the rights of the  Certificateholders  as otherwise  expressly set forth in this
Trust Agreement.

     Section 3.16. [Reserved].

     Section  3.17.  Subordination.  Except as  otherwise  provided in the Basic
Documents,   for  so  long  as  any  Notes  are   outstanding  or  unpaid,   the
Certificateholders will generally be subordinated in right of payment, under the
Certificates or otherwise,  to payments to the  Noteholders  under, or otherwise
related to, the Indenture. If an Event of Default has occurred and is continuing
under the Indenture,  the Certificates will be fully subordinated to obligations

                                       17

<PAGE>

owing by the Trust to the  Noteholders  and the  Enhancer  under,  or  otherwise
related to, the Indenture, and no distributions will be made on the Certificates
until the  Noteholders,  the Paying Agent,  the Note Registrar,  the Certificate
Paying  Agent,  the  Certificate  Registrar  and the  Indenture  Trustee and the
Enhancer have been irrevocably paid in full.

     Section 3.18. No Priority Among Certificates.  All Certificateholders shall
rank equally as to amounts  distributable  upon the liquidation,  dissolution or
winding up of the Trust,  with no preference or priority  being  afforded to any
Certificateholders over any other Certificateholders.

                                   ARTICLE IV

                     Authority and Duties of Owner Trustee

     Section  4.01.  General  Authority.  The Owner  Trustee is  authorized  and
directed to execute and deliver the Basic  Documents to which the Trust is to be
a party and each  certificate  or other  document  attached  as an exhibit to or
contemplated by the Basic Documents to which the Trust is to be a party, as well
as any certificate that supports the factual  assumptions made in any Opinion of
Counsel  delivered on the Closing Date, and any amendment or other  agreement or
instrument  described  herein,  in each case,  in such form as the Owner Trustee
shall  approve,  as  evidenced  conclusively  by the Owner  Trustee's  execution
thereof.  In addition to the  foregoing,  the Owner Trustee is obligated to take
all actions required of the Trust pursuant to the Basic Documents.

     Section 4.02.  General  Duties.  The Owner Trustee shall be  responsible to
administer the Trust pursuant to the terms of this Trust Agreement and the other
Basic  Documents  to which  the  Trust  is a party  and in the  interest  of the
Certificateholders,  subject to the Basic  Documents and in accordance  with the
provisions of this Trust Agreement.

     Section 4.03. Action upon Instruction.

     (a) Subject to this  Article IV and Section  10.13 of this Trust  Agreement
and in accordance with the terms of the Basic Documents,  the Certificateholders
may by written  instruction  direct the Owner  Trustee in the  management of the
Trust. Such direction may be exercised at any time by written instruction of the
Certificateholders pursuant to this Article IV.

     (b) Notwithstanding the foregoing,  the Owner Trustee shall not be required
to take any action  hereunder or under any Basic  Document if the Owner  Trustee
shall have reasonably  determined,  or shall have been advised by counsel,  that
such action is likely to result in liability on the part of the Owner Trustee or
is contrary to the terms  hereof or of any other Basic  Document or is otherwise
contrary to law.

     (c)  Whenever  the Owner  Trustee is unable to decide  between  alternative
courses of action  permitted or required by the terms of this Trust Agreement or
under any other Basic Document, or in the event that the Owner Trustee is unsure
as to the  application  of any  provision  of this Trust  Agreement or any other
Basic Document or any such provision is ambiguous as to its application,  or is,
or appears to be, in conflict  with any other  applicable  provision,  or in the
event that this Trust Agreement  permits any  determination by the Owner Trustee
or is silent or is  incomplete as to the course of action that the Owner Trustee
is required

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<PAGE>

to take with  respect to a  particular  set of facts,  the Owner  Trustee  shall
promptly  give  notice  (in  such  form  as  shall  be  appropriate   under  the
circumstances)  to  the  Certificateholders   (with  a  copy  to  the  Enhancer)
requesting  instruction  as to the  course of action to be  adopted,  and to the
extent the Owner  Trustee  acts in good  faith in  accordance  with any  written
instructions  received from  Certificateholders  of Certificates  representing a
majority of the aggregate  Certificate  Percentage Interest of the Certificates,
the Owner  Trustee  shall not be liable on account of such action to any Person.
If the Owner Trustee shall not have received  appropriate  instruction within 10
days of such notice (or within such shorter  period of time as reasonably may be
specified in such notice or may be necessary  under the  circumstances)  it may,
but shall be under no duty to,  take or  refrain  from  taking  such  action not
inconsistent with this Trust Agreement or the other Basic Documents, as it shall
deem to be in the  best  interests  of the  Certificateholders,  and  the  Owner
Trustee shall have no liability to any Person for such action or inaction.

     Section 4.04. No Duties Except as Specified under Specified Documents or in
Instructions. The Owner Trustee shall not have any duty or obligation to manage,
make any  payment  with  respect  to,  register,  record,  sell,  dispose of, or
otherwise  deal with the Trust  Estate,  or to  otherwise  take or refrain  from
taking any action under, or in connection with, any document contemplated hereby
to which the Owner  Trustee  is a party,  except as  expressly  provided  (i) in
accordance with the powers granted to and the authority conferred upon the Owner
Trustee  pursuant to this Trust  Agreement,  (ii) in  accordance  with the Basic
Documents and (iii) in accordance with any document or instruction  delivered to
the Owner Trustee pursuant to Section 4.03; and no implied duties or obligations
shall be read into this Trust Agreement or any other Basic Document  against the
Owner  Trustee.  The Owner 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 or to prepare or file any filing with the Commission for
the Trust or to record this Trust  Agreement  or any other Basic  Document.  The
Owner  Trustee  nevertheless  agrees that it will,  at its own cost and expense,
promptly  take all action as may be necessary to discharge any liens on any part
of the Trust  Estate that result from actions by, or claims  against,  the Owner
Trustee that are not related to the ownership or the administration of the Trust
Estate.

     Section 4.05. Restrictions.

     (a) The Owner  Trustee  shall not take any action (i) that is  inconsistent
with the  purposes of the Trust set forth in Section  2.03 or (ii) that,  to the
actual knowledge of the Owner Trustee, would cause the Trust to be treated as an
association  (or a  publicly-traded  partnership)  taxable as a corporation or a
taxable mortgage pool for federal income tax purposes or at any time that any of
the Notes or  Certificates  are outstanding or any obligations are due and owing
to the Enhancer under the Insurance Agreement.  The Certificateholders shall not
direct the Owner  Trustee to take action that would  violate the  provisions  of
this Section 4.05.

     (b) The Owner  Trustee  shall not  convey or  transfer  any of the  Trust's
properties  or assets,  including  those  included in the Trust  Estate,  to any
person  unless  (i) it shall have  received  an Opinion of Counsel to the effect
that such  transaction will not have any material adverse tax consequence to the
Trust or any  Certificateholder  and (ii) such  conveyance or transfer shall not
violate the provisions of Section 3.16(b) of the Indenture.

                                       19

<PAGE>

     Section  4.06.  Prior Notice to  Certificateholders  and the Enhancer  with
Respect to Certain  Matters.  With respect to the following  matters,  the Owner
Trustee shall not take action unless, at least 30 days before the taking of such
action,  the Owner Trustee shall have  notified the  Certificateholders  and the
Enhancer  in  writing  of  the   proposed   action  and  the  Enhancer  and  the
Certificateholders  of  Certificates  representing  a majority of the  aggregate
Certificate  Percentage Interest of the Certificates shall not have notified the
Owner  Trustee in writing  prior to the 30th day after such notice is given that
such Certificateholders have withheld consent or provided alternative direction:

     (a) the  initiation  of any  Proceeding  by the Trust  (except  Proceedings
brought in connection  with the collection of cash  distributions  due and owing
under the Mortgage  Loans) and the  compromise of any  Proceeding  brought by or
against the Trust  (except with respect to the  aforementioned  Proceedings  for
collection of cash distributions due and owing under the Mortgage Loans);

     (b) the election by the Trust to file an amendment  to the  Certificate  of
Trust (unless such  amendment is required to be filed under the Statutory  Trust
Statute);

     (c) the amendment of any of the Basic Documents in circumstances  where the
consent of any Noteholder is required;

     (d) the amendment of any of the Basic Documents in circumstances  where the
consent of any  Noteholder  is not required and such  amendment  materially  and
adversely affects the interest of the Certificateholders;

     (e)  the  appointment  pursuant  to  the  Indenture  of  a  successor  Note
Registrar, Paying Agent or Indenture Trustee or pursuant to this Trust Agreement
of a successor  Certificate Registrar or Certificate Paying Agent or the consent
to the  assignment  by the Note  Registrar,  Paying  Agent,  Indenture  Trustee,
Certificate  Registrar or Certificate  Paying Agent of its obligations under the
Indenture or this Trust Agreement, as applicable.

     Section 4.07. Action by Certificateholders with Respect to Certain Matters.
The Owner Trustee shall not have the power, except upon the written direction of
Certificateholders  evidencing  not  less  than  a  majority  of  the  aggregate
Certificate Percentage Interest of the Certificates, and with the consent of the
Enhancer,  to (a) remove the Servicer under the Servicing  Agreement pursuant to
Section 7.01 thereof or (b) except as expressly provided in the Basic Documents,
sell the Mortgage Loans after the termination of the Indenture.

     Section 4.08. Action by Certificateholders with Respect to Bankruptcy.  The
Owner  Trustee  shall not have the power to commence a voluntary  Proceeding  in
bankruptcy  relating to the Trust  without the unanimous  prior  approval of all
Certificateholders,  and with the prior written consent of the Enhancer, and the
delivery to the Owner  Trustee by each such  Certificateholder  of a certificate
certifying  that such  Certificateholder  reasonably  believes that the Trust is
insolvent.

     Section   4.09.    Restrictions   on    Certificateholders'    Power.   The
Certificateholders shall not direct the Owner Trustee to take or to refrain from
taking any action if such action or inaction would be contrary to any obligation
of the Trust or the Owner Trustee under this Trust

                                       20

<PAGE>

Agreement  or any of the other Basic  Documents  or would be contrary to Section
2.03, nor shall the Owner Trustee be obligated to follow any such direction,  if
given.

     Section 4.10.  Majority Control.  Except as expressly  provided herein, any
action that may be taken by the  Certificateholders  under this Trust  Agreement
may be taken by the Certificateholders of Certificates  evidencing not less than
a majority of the aggregate Certificate Percentage Interest of the Certificates.
Except   as   expressly   provided   herein,   any   written   notice   of   the
Certificateholders delivered pursuant to this Trust Agreement shall be effective
if signed by the  Certificateholders  evidencing not less than a majority of the
aggregate Certificate Percentage Interest of the Certificates at the time of the
delivery of such notice.

     Section  4.11.  Doing  Business  in  Other  Jurisdictions.  Notwithstanding
anything contained herein to the contrary,  neither Wilmington Trust Company nor
the Owner Trustee shall be required to take any action in any jurisdiction other
than in the State of Delaware if the taking of such action will,  even after the
appointment of a co-trustee or separate  trustee in accordance with Section 9.05
hereof,  (i) require the consent or approval or authorization or order of or the
giving of notice to, or the registration  with or the taking of any other action
in  respect  of,  any  state or other  governmental  authority  or agency of any
jurisdiction  other than the State of  Delaware;  (ii) result in any fee, tax or
other  governmental  charge  under  the laws of the State of  Delaware  becoming
payable by Wilmington Trust Company,  or (iii) subject  Wilmington Trust Company
to personal  jurisdiction in any  jurisdiction  other than the State of Delaware
for causes of action  arising  from acts  unrelated to the  consummation  of the
transactions by Wilmington  Trust Company or the Owner Trustee,  as the case may
be, contemplated hereby.

     Section 4.12. Removal of Mortgage Loans.  Subject to and in accordance with
Section 3.22 of the Servicing Agreement, the Issuer may notify the Owner Trustee
of its direction to the Servicer to remove Mortgage Loans from the Trust Estate.
Promptly following receipt of any such request,  the Owner Trustee shall deliver
to the Servicer the written  notice and request  required to be delivered to the
Servicer pursuant to Section 3.22 of the Servicing Agreement. Any Mortgage Loans
removed  from  the  Trust  Estate  pursuant  to  Section  3.22 of the  Servicing
Agreement  shall be property of the Issuer and, upon the written  request of the
Certificateholders  holding 100% of the Certificate  Percentage Interests of the
Certificates,  be  released  to  the  Certificateholders  as a  dividend  and in
accordance with the written instructions of such Certificateholders.

                                   ARTICLE V

                           Application of Trust Funds

     Section 5.01. Distributions.

     (a) On each Payment  Date and on any date on which the Trust is  terminated
pursuant to Section 8.01, the Certificate  Paying Agent shall  distribute to the
Certificateholders  all  funds  on  deposit  in  the  Distribution  Account  and
available   therefor  as  provided  in  Section  3.05  of  the  Indenture.   All
distributions  made  pursuant  to this  Section  to any  Certificates  shall  be
distributed  to  the   Certificateholders  pro  rata  based  on  the  respective
Percentage Interests thereof.

                                       21

<PAGE>

     (b) In the event that any withholding  tax is imposed on the  distributions
(or  allocations  of income) to a  Certificateholder,  such tax shall reduce the
amount otherwise distributable to such Certificateholder in accordance with this
Section 5.01. The Certificate  Paying Agent is hereby authorized and directed to
retain or cause to be  retained  from  amounts  otherwise  distributable  to the
Certificateholders  sufficient  funds for the payment of any tax that is legally
owed by the Trust (but such  authorization  shall not prevent the Owner  Trustee
from contesting any such tax in appropriate Proceedings, and withholding payment
of such tax, if permitted by law, pending the outcome of such Proceedings).  The
amount of any withholding tax imposed with respect to a Certificateholder  shall
be  treated  as cash  distributed  to such  Certificateholder  at the time it is
withheld by the Certificate  Paying Agent and remitted to the appropriate taxing
authority.  If there is a  possibility  that  withholding  tax is  payable  with
respect   to  a   distribution   (such   as  a   distribution   to  a   non-U.S.
Certificateholder),  the  Certificate  Paying  Agent may in its sole  discretion
withhold such amounts in accordance with this paragraph (b).

     (c)  Distributions  to  Certificateholders  shall  be  subordinated  to the
creditors of the Trust, including the Noteholders.

     Section 5.02. Method of Payment. Subject to Section 8.01(c),  distributions
required to be made to  Certificateholders  on any  Payment  Date as provided in
Section 5.01 shall be made to each  Certificateholder of record on the preceding
Record Date by wire transfer,  in immediately available funds, to the account of
each  Certificateholder at a bank or other entity having appropriate  facilities
therefor,  if such  Certificateholder  shall have  provided  to the  Certificate
Registrar  appropriate written instructions at least five Business Days prior to
such Payment Date.

     Section 5.03.  Signature on Returns.  The Servicer  shall sign on behalf of
the Trust the tax returns, if any, of the Trust.

     Section 5.04. Statements to  Certificateholders.  On each Payment Date, the
Certificate  Paying  Agent shall make  available to each  Certificateholder  the
Servicing  Certificate  provided to the Owner Trustee and the Certificate Paying
Agent by the Servicer  pursuant to Section 4.01 of the Servicing  Agreement with
respect to such Payment Date.

     Section 5.05. Tax Reporting.  The Certificateholders by their acceptance of
a Certificate, agree to appoint the Servicer as their agent and the Servicer, as
agent for such holders under the Servicing Agreement,  has agreed to perform all
duties necessary to comply with federal and state income tax laws.

     Any  Certificateholder  that holds 100% of the  Certificates  agrees by its
purchase  of 100% of the  Certificates  to treat the  Trust  Estate as an entity
wholly owned by such  Certificateholder for purposes of federal and state income
tax,  franchise  tax and any other tax  measured  in whole or in part by income,
with the assets of the entity being the assets held by the Trust,  and the Notes
being debt of the Trust.

                                       22

<PAGE>

                                   ARTICLE VI

                          Concerning the Owner Trustee

     Section 6.01.  Acceptance of Trusts and Duties.  The Owner Trustee  accepts
the  trusts  hereby  created  and agrees to perform  its duties  hereunder  with
respect to such  trusts,  but only upon the terms of this Trust  Agreement.  The
Owner Trustee and the Certificate Paying Agent also agree to disburse all moneys
actually  received by it constituting part of the Trust Estate upon the terms of
this Trust Agreement and the other Basic Documents to which each is a party. The
Owner  Trustee shall not be  answerable  or  accountable  hereunder or under any
Basic  Document  under  any  circumstances,  except  (i)  for  its  own  willful
misconduct,  negligence or bad faith or negligent  failure to act or (ii) in the
case of the inaccuracy of any  representation  or warranty  contained in Section
6.03  expressly  made by the Owner  Trustee.  In  particular,  but not by way of
limitation (and subject to the exceptions set forth in the preceding sentence):

     (a) no provision of this Trust  Agreement or any other Basic Document shall
require  the  Owner  Trustee  to  expend or risk  funds or  otherwise  incur any
financial  liability in the  performance of any of its rights,  duties or powers
hereunder  or under any other  Basic  Document if the Owner  Trustee  shall have
reasonable  grounds  for  believing  that  repayment  of such funds or  adequate
indemnity  against such risk or liability is not reasonably  assured or provided
to it;

     (b)  under  no  circumstances   shall  the  Owner  Trustee  be  liable  for
indebtedness evidenced by or arising under any of the Basic Documents, including
the principal of and interest on the Notes;

     (c) the Owner  Trustee  shall not be  responsible  for or in respect of the
validity or sufficiency of this Trust Agreement or for the due execution  hereof
by the Depositor for the form,  character,  genuineness,  sufficiency,  value or
validity  of any of the Trust  Estate,  or for or in respect of the  validity or
sufficiency of the Basic Documents, the Notes, the Certificates,  other than the
certificate  of  authentication  on the  Certificates,  if executed by the Owner
Trustee and the Owner Trustee  shall in no event assume or incur any  liability,
duty, or obligation to any Noteholder or to any Certificateholder, other than as
expressly provided for herein or in the other Basic Documents;

     (d) the execution,  delivery,  authentication  and performance by the Owner
Trustee of this Trust Agreement will not require the  authorization,  consent or
approval of, the giving of notice to, the filing or  registration  with,  or the
taking of any other  action  with  respect  to, any  governmental  authority  or
agency;

     (e) the Owner  Trustee shall not be liable for the default or misconduct of
the Depositor, Indenture Trustee, the Certificate Paying Agent, the Paying Agent
or the Servicer  under any of the Basic  Documents  or  otherwise  and the Owner
Trustee shall have no obligation or liability to perform the  obligations of the
Certificate  Paying Agent,  the Paying  Agent,  the Depositor or the Trust under
this Trust  Agreement  or the other  Basic  Documents  that are  required  to be
performed by the  Indenture  Trustee or the Paying Agent under the  Indenture or
the Seller under the Purchase Agreement; and

                                       23

<PAGE>

     (f) the Owner  Trustee  shall be under no obligation to exercise any of the
rights or powers vested in it or duties imposed by this Trust  Agreement,  or to
institute,  conduct or defend any  litigation  under  this  Trust  Agreement  or
otherwise or in relation to this Trust Agreement or any other Basic Document, at
the request,  order or direction of any of the  Certificateholders,  unless such
Certificateholders  have  offered to the Owner  Trustee  security  or  indemnity
satisfactory  to it against  the costs,  expenses  and  liabilities  that may be
incurred by the Owner Trustee therein or thereby. The right of the Owner Trustee
to perform any  discretionary  act enumerated in this Trust  Agreement or in any
other Basic  Document  shall not be construed as a duty,  and the Owner  Trustee
shall not be  answerable  for other  than its  negligence,  bad faith or willful
misconduct in the performance of any such act.

     Section 6.02.  Furnishing of Documents.  The Owner Trustee shall furnish to
the  Securityholders  promptly  upon  receipt  of a written  reasonable  request
therefor,  duplicates  or copies of all  reports,  notices,  requests,  demands,
certificates,  financial  statements and any other instruments  furnished to the
Trust under the Basic Documents other than any Yield Maintenance Agreement.

     Section 6.03.  Representations  and  Warranties.  The Owner Trustee  hereby
represents   and   warrants   to  the   Depositor,   for  the   benefit  of  the
Certificateholders, that:

     (a) It is a banking corporation duly organized and validly existing in good
standing under the laws of the State of Delaware. It has all requisite corporate
power and authority to execute,  deliver and perform its obligations  under this
Trust Agreement;

     (b) It has taken all corporate  action necessary to authorize the execution
and delivery by it of this Trust  Agreement,  and this Trust  Agreement  will be
executed and delivered by one of its officers who is duly  authorized to execute
and deliver this Trust Agreement on its behalf;

     (c) Neither the execution  nor the delivery by it of this Trust  Agreement,
nor  the  consummation  by  it  of  the  transactions  contemplated  hereby  nor
compliance by it with any of the terms or provisions  hereof will contravene any
federal or Delaware law,  governmental rule or regulation  governing the banking
or trust powers of the Owner  Trustee or any judgment or order binding on it, or
constitute  any default under its charter  documents or bylaws or any indenture,
mortgage,  contract,  agreement or instrument to which it is a party or by which
any of its properties may be bound;

     (d)  This  Trust  Agreement,  assuming  due  authorization,  execution  and
delivery by the Owner Trustee and the Depositor,  constitutes a valid, legal and
binding  obligation of the Owner Trustee,  enforceable  against it in accordance
with  the  terms   hereof   subject  to   applicable   bankruptcy,   insolvency,
reorganization,   moratorium  and  other  laws  affecting  the   enforcement  of
creditors' rights generally and to general  principles of equity,  regardless of
whether such enforcement is considered in a proceeding in equity or at law;

     (e) The Owner Trustee is not in default with respect to any order or decree
of any court or any order, regulation or demand of any federal, state, municipal
or  governmental  agency,  which  default  might  have  consequences  that would
materially and adversely affect the

                                       24

<PAGE>

condition  (financial  or  other) or  operations  of the  Owner  Trustee  or its
properties or might have consequences that would materially adversely affect its
performance hereunder; and

     (f) No  litigation  is  pending  or,  to the  best of the  Owner  Trustee's
knowledge,  threatened  against  the Owner  Trustee  which  would  prohibit  its
entering into this Trust  Agreement or  performing  its  obligations  under this
Trust Agreement.

     Section 6.04. Reliance; Advice of Counsel.

     (a) The Owner Trustee shall incur no liability to anyone in acting upon any
signature, instrument, notice, resolution, request, consent, order, certificate,
report,  opinion,  bond, or other document or paper believed by it to be genuine
and  believed  by it to be  signed by the  proper  party or  parties.  The Owner
Trustee may accept a certified copy of a resolution of the board of directors or
other  governing  body of any corporate  party as conclusive  evidence that such
resolution has been duly adopted by such body and that the same is in full force
and effect. As to any fact or matter the method of determination of which is not
specifically  prescribed  herein,  the Owner Trustee may for all purposes hereof
rely on a  certificate,  signed by the president or any vice president or by the
treasurer or other authorized officers of the relevant party, as to such fact or
matter  and such  certificate  shall  constitute  full  protection  to the Owner
Trustee  for any  action  taken or  omitted  to be taken by it in good  faith in
reliance thereon.

     (b) In the exercise or  administration  of the Trust  hereunder  and in the
performance  of its duties and  obligations  under this Trust  Agreement  or the
other Basic  Documents,  the Owner  Trustee (i) may act  directly or through its
agents,  attorneys,  custodians or nominees  (including  persons  acting under a
power of attorney) pursuant to agreements entered into with any of them, and the
Owner  Trustee shall not be liable for the conduct or misconduct of such agents,
attorneys,  custodians or nominees  (including  persons  acting under a power of
attorney)  if  such  persons  have  been  selected  by the  Owner  Trustee  with
reasonable  care,  and (ii) may  consult  with  counsel,  accountants  and other
skilled  persons to be selected with  reasonable  care and employed by it at the
expense of the Trust.  The Owner Trustee shall not be liable for anything  done,
suffered or omitted in good faith by it in accordance with the opinion or advice
of any such counsel,  accountants or other such Persons and not contrary to this
Trust Agreement or any other Basic Document.

     Section 6.05. Not Acting in Individual Capacity. Except as provided in this
Article VI, in accepting the trusts hereby created Wilmington Trust Company acts
solely as Owner Trustee  hereunder and not in its individual  capacity,  and all
Persons having any claim against the Owner Trustee by reason of the transactions
contemplated by this Trust Agreement or any other Basic Document shall look only
to the Trust Estate for payment or satisfaction thereof.

     Section  6.06.  Owner  Trustee  Not  Liable  for  Certificates  or  Related
Documents. The recitals contained herein and in the Certificates (other than the
signatures  of the  Owner  Trustee  on the  Certificates)  shall be taken as the
statements of the Depositor, and the Owner Trustee assumes no responsibility for
the correctness  thereof.  The Owner Trustee makes no  representations as to the
validity or sufficiency of this Trust Agreement,  of any other Basic Document or
of the  Certificates  (other  than the  signatures  of the Owner  Trustee on the
Certificates) or the Notes, or of any Related Documents. The Owner Trustee shall
at no time

                                       25

<PAGE>

have any  responsibility  or liability  with respect to the  sufficiency  of the
Trust  Estate or its  ability to generate  the  payments  to be  distributed  to
Certificateholders  under  this Trust  Agreement  or the  Noteholders  under the
Indenture,  including,  the  compliance  by the Depositor or the Seller with any
warranty  or  representation  made under any Basic  Document  or in any  related
document or the accuracy of any such warranty or  representation,  or any action
of the Certificate Paying Agent, the Certificate Registrar,  the Paying Agent or
the Indenture Trustee taken in the name of the Owner Trustee.

     Section  6.07.  Owner  Trustee May Own  Certificates  and Notes.  The Owner
Trustee in its  individual or any other capacity may become the owner or pledgee
of  Certificates  or Notes  and may deal with the  Depositor,  the  Seller,  the
Certificate  Paying Agent, the Certificate  Registrar,  the Paying Agent and the
Indenture  Trustee in  transactions  with the same rights as it would have if it
were not Owner Trustee.

                                       26

<PAGE>

                                  ARTICLE VII

                         Compensation of Owner Trustee

     Section 7.01.  Owner  Trustee's Fees and Expenses.  The Owner Trustee shall
receive  as  compensation  for its  services  hereunder  such  fees as have been
separately agreed upon before the date hereof in accordance with Section 6.06 of
the Servicing  Agreement,  and the Owner  Trustee  shall be  reimbursed  for its
reasonable expenses hereunder and under the other Basic Documents, including the
reasonable   compensation,   expenses   and   disbursements   of  such   agents,
representatives,  experts and counsel as the Owner Trustee may reasonably employ
in  connection  with the exercise and  performance  of its rights and its duties
hereunder  and under the other  Basic  Documents  which  shall be payable by the
Servicer pursuant to Section 3.11 of the Servicing Agreement.

     Section 7.02.  Indemnification.  The  Certificateholders of the majority of
the Percentage  Interest of the Certificates  shall  indemnify,  defend and hold
harmless  the Owner  Trustee and its  successors,  assigns,  agents and servants
(collectively,  the  "Indemnified  Parties")  from  and  against,  any  and  all
liabilities, obligations, losses, damages, taxes, claims, actions and suits, and
any and all reasonable costs,  expenses and disbursements  (including reasonable
legal  fees  and  expenses)  of any kind and  nature  whatsoever  (collectively,
"Expenses")  which may at any time be  imposed  on,  incurred  by,  or  asserted
against the Owner  Trustee or any  Indemnified  Party in any way  relating to or
arising  out of this  Trust  Agreement,  the other  Basic  Documents,  the Trust
Estate,  the administration of the Trust Estate or the action or inaction of the
Owner Trustee hereunder; provided, however, that:

     (a) such Certificateholder shall not be liable for or required to indemnify
an  Indemnified  Party from and against  Expenses  arising or resulting from the
Owner Trustee's  willful  misconduct,  negligence or bad faith or as a result of
any  inaccuracy  of a  representation  or  warranty  contained  in Section  6.03
expressly made by the Owner Trustee;

     (b) with respect to any such claim, the Indemnified  Party shall have given
such  Certificateholder  written notice thereof  promptly after the  Indemnified
Party shall have actual knowledge thereof;

     (c) while maintaining control over its own defense, such  Certificateholder
shall consult with the Indemnified Party in preparing such defense; and

     (d) notwithstanding  anything in this Trust Agreement to the contrary, such
Certificateholder  shall  not  be  liable  for  settlement  of any  claim  by an
Indemnified   Party   entered   into   without   the  prior   consent   of  such
Certificateholder, which consent shall not be unreasonably withheld.

     The indemnities  contained in this Section shall survive the resignation or
termination of the Owner Trustee or the termination of this Trust Agreement.  In
the event of any Proceeding for which  indemnity may be sought  pursuant to this
Section 7.02, the Owner  Trustee's  choice of legal  counsel,  if other than the
legal counsel retained by the Owner Trustee in connection with the execution and
delivery  of this  Trust  Agreement,  shall be subject  to the  approval  of the

                                       27

<PAGE>

Certificateholder   of  the   majority  of  the   Percentage   Interest  of  the
Certificates,  which approval shall not be unreasonably  withheld.  In addition,
upon  written  notice to the Owner  Trustee  and with the  consent  of the Owner
Trustee, which consent shall not be unreasonably withheld, the Certificateholder
of the majority of the Percentage  Interest of the  Certificates  shall have the
right to assume the defense of any Proceeding against the Owner Trustee.

                                  ARTICLE VIII

                         Termination of Trust Agreement

     Section 8.01. Termination of Trust Agreement.

     (a) This Trust Agreement (other than this Article VIII) and the Trust shall
terminate  and be of no further force or effect upon the final  distribution  of
all moneys or other property or proceeds of the Trust Estate in accordance  with
the  terms  of  the  Indenture  and  this  Trust   Agreement.   The  bankruptcy,
liquidation, dissolution, death or incapacity of any Certificateholder shall not
(i) operate to terminate  this Trust  Agreement or the Trust,  (ii) entitle such
Certificateholder's  legal representatives or heirs to claim an accounting or to
take any  Proceeding  in any court for a  partition  or winding up of all or any
part of the Trust or the Trust  Estate or (iii)  otherwise  affect  the  rights,
obligations and liabilities of the parties hereto.

     (b) Except as provided in Section  8.01(a),  neither the  Depositor nor any
Certificateholder shall be entitled to revoke or terminate the Trust.

     (c) Notice of any termination of the Trust,  specifying the Payment Date on
which  Certificateholders  shall surrender their Certificates to the Certificate
Paying  Agent for payment of the final  distribution  thereon  and  cancellation
thereof,  shall be given  by the  Certificate  Paying  Agent  by  letter  to the
Certificateholders  and the Enhancer mailed within five Business Days of receipt
of notice of such  termination  from the Owner Trustee,  stating (i) the Payment
Date upon or with respect to which final  payment of the  Certificates  shall be
made upon  presentation  and surrender of the  Certificates at the office of the
Certificate Paying Agent therein  designated,  (ii) the amount of any such final
payment and (iii) that the Record Date otherwise applicable to such Payment Date
is not applicable,  payments being made only upon  presentation and surrender of
the  Certificates  at  the  office  of  the  Certificate  Paying  Agent  therein
specified.  The  Certificate  Paying  Agent  shall give such notice to the Owner
Trustee  and the  Certificate  Registrar  at the time  such  notice  is given to
Certificateholders.  Upon  presentation and surrender of the  Certificates,  the
Certificate  Paying Agent shall cause to be  distributed  to  Certificateholders
amounts distributable on such Payment Date pursuant to Section 5.01.

     In the event that all of the Certificateholders  shall not have surrendered
their  Certificates for cancellation  within six months after the date specified
in the above mentioned written notice, the Certificate Paying Agent shall give a
second written  notice to the remaining  Certificateholders  to surrender  their
Certificates for cancellation  and receive the final  distribution  with respect
thereto.  Subject to applicable laws with respect to escheat of funds, if within
one year  following the Payment Date on which final payment of the  Certificates
was to have been made pursuant to Section 5.01, all the  Certificates  shall not
have been surrendered for  cancellation,  the Certificate  Paying Agent may take
appropriate steps, or may appoint an agent to

                                       28

<PAGE>

take appropriate steps, to contact the remaining  Certificateholders  concerning
surrender of their  Certificates,  and the cost thereof shall be paid out of the
funds and other assets that shall remain  subject to this Trust  Agreement.  Any
funds remaining in the  Distribution  Account after  exhaustion of such remedies
shall be distributed by the Certificate Paying Agent to the Certificateholder of
the  majority of the  Percentage  Interest of the  Certificates  with respect to
which such amounts are due.

     (d) Upon the winding up of the Trust and its termination, the Owner Trustee
shall cause the  Certificate of Trust to be cancelled by filing a certificate of
cancellation  with the Secretary of State in accordance  with the  provisions of
Section 3810(c) of the Statutory Trust Statute.

                                   ARTICLE IX

             Successor Owner Trustees and Additional Owner Trustees

     Section 9.01. Eligibility Requirements for Owner Trustee. The Owner Trustee
shall at all times be a corporation satisfying the provisions of Section 3807(a)
of the Statutory Trust Statute;  authorized to exercise  corporate trust powers;
having a combined  capital  and surplus of at least  $50,000,000  and subject to
supervision  or  examination  by  federal or state  authorities;  and having (or
having a parent that has) long-term debt obligations with a rating of at least A
by Moody's,  Standard & Poor's or Fitch, if rated by Fitch. If such  corporation
shall publish  reports of condition at least annually  pursuant to law or to the
requirements of the aforesaid  supervising or examining authority,  then for the
purpose 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.  In case at any time the Owner Trustee
shall cease to be eligible in  accordance  with the  provisions  of this Section
9.01,  the Owner  Trustee  shall resign  immediately  in the manner and with the
effect specified in Section 9.02.

     Section 9.02.  Replacement of Owner  Trustee.  The Owner Trustee may at any
time resign and be discharged  from the trusts hereby created by giving 30 days'
prior written notice thereof to the Enhancer,  the Indenture Trustee, the Paying
Agent  and the  Depositor.  Upon  receiving  such  notice  of  resignation,  the
Indenture  Trustee  shall  promptly  appoint a successor  Owner Trustee with the
consent of the Enhancer,  which consent shall not be unreasonably  withheld,  by
written  instrument,  in  duplicate,  one  copy of  which  instrument  shall  be
delivered to the resigning  Owner  Trustee and one copy to the  successor  Owner
Trustee.  If no successor  Owner  Trustee  shall have been so appointed and have
accepted  appointment  within  30  days  after  the  giving  of such  notice  of
resignation,  the  resigning  Owner  Trustee may petition any court of competent
jurisdiction for the appointment of a successor Owner Trustee.

     If at any time the Owner  Trustee  shall cease to be eligible in accordance
with the  provisions  of  Section  9.01 and shall fail to resign  after  written
request therefor by the Indenture  Trustee (and the Indenture Trustee shall make
such request  upon (i) the written  direction  of the  Enhancer,  so long as the
Enhancer is not in default  under the Policy,  or (ii) the written  direction of
holders of Notes  representing  not less than a majority of the Note  Balance of
the Notes if the Enhancer is in default under the Policy), or if at any time the
Owner Trustee shall be legally  unable to act, or shall be adjudged  bankrupt or
insolvent,  or a  receiver  of the Owner  Trustee  or of

                                       29

<PAGE>

its property  shall be  appointed,  or any public  officer  shall take charge or
control of the Owner  Trustee or of its  property  or affairs for the purpose of
rehabilitation,  conservation  or liquidation,  then the Indenture  Trustee may,
and, at the direction of the Enhancer,  shall,  remove the Owner Trustee. If the
Indenture  Trustee  shall remove the Owner  Trustee  under the  authority of the
immediately  preceding sentence,  the Indenture Trustee shall promptly appoint a
successor  Owner  Trustee  reasonably  acceptable  to the  Enhancer  by  written
instrument, in duplicate, one copy of which instrument shall be delivered to the
outgoing  Owner Trustee so removed and one copy to the successor  Owner Trustee,
and shall pay all fees owed to the  outgoing  Owner  Trustee.  If the  Indenture
Trustee is unable to appoint a successor  Owner Trustee within 60 days after any
such  direction,  the  Indenture  Trustee may  petition  any court of  competent
jurisdiction for the appointment of a successor Owner Trustee.

     Any  resignation  or  removal of the Owner  Trustee  and  appointment  of a
successor Owner Trustee  pursuant to any of the provisions of this Section shall
not become  effective  until  acceptance of appointment  by the successor  Owner
Trustee  pursuant to Section 9.03 and payment of all fees and  expenses  owed to
the outgoing Owner Trustee.

     Section  9.03.   Successor  Owner  Trustee.  Any  successor  Owner  Trustee
appointed pursuant to Section 9.02 shall execute, acknowledge and deliver to the
Indenture  Trustee,  the Paying Agent and to its  predecessor  Owner  Trustee an
instrument accepting such appointment under this Trust Agreement,  and thereupon
the  resignation  or removal  of the  predecessor  Owner  Trustee  shall  become
effective,  and such successor  Owner Trustee,  without any further act, deed or
conveyance,  shall become fully vested with all the rights,  powers,  duties and
obligations of its predecessor  under this Trust Agreement,  with like effect as
if originally named as Owner Trustee.  The predecessor  Owner Trustee shall upon
payment of its fees and  expenses  deliver to the  successor  Owner  Trustee all
documents and statements and monies held by it under this Trust  Agreement;  and
the predecessor  Owner 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  Owner Trustee all such rights,  powers,  duties
and obligations.

     No successor  Owner  Trustee shall accept  appointment  as provided in this
Section 9.03 unless at the time of such  acceptance such successor Owner Trustee
shall be eligible pursuant to Section 9.01.

     Upon  acceptance of  appointment by a successor  Owner Trustee  pursuant to
this  Section  9.03,   the  Paying  Agent  shall  mail  notice  thereof  to  all
Certificateholders,  the Indenture Trustee, the Noteholders, the Rating Agencies
and the  Enhancer.  If the Paying Agent shall fail to mail such notice within 10
days after  acceptance of such  appointment by the successor Owner Trustee,  the
successor  Owner  Trustee shall cause such notice to be mailed at the expense of
the Paying Agent.

     Section 9.04.  Merger or  Consolidation  of Owner Trustee.  Any Person into
which the Owner  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  Owner  Trustee  shall be a  party,  or any  Person
succeeding to all or  substantially  all of the corporate  trust business of the
Owner Trustee,  shall be the successor of the Owner Trustee  hereunder,  without
the execution or filing of any  instrument or any further act on the part of any
of  the  parties  hereto,  anything  herein

                                       30

<PAGE>

to the contrary  notwithstanding;  provided,  however, that such Person shall be
eligible  pursuant to Section 9.01;  provided,  further,  that the Owner Trustee
shall mail notice of such merger or consolidation to the Rating Agencies.

     Section   9.05.    Appointment   of   Co-Trustee   or   Separate   Trustee.
Notwithstanding  any other provisions of this Trust Agreement,  at any time, for
the purpose of meeting any legal  requirements of any  jurisdiction in which any
part of the Trust  Estate may at the time be located,  the Owner  Trustee  shall
have the power and shall execute and deliver all  instruments  to appoint one or
more  Persons  to act as  co-trustee,  jointly  with the  Owner  Trustee,  or as
separate  trustee or trustees,  of all or any part of the Trust  Estate,  and to
vest in such  Person,  in such  capacity,  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  Owner  Trustee  may  consider
necessary or  desirable.  No  co-trustee  or separate  trustee  under this Trust
Agreement  shall be  required  to meet the terms of  eligibility  as a successor
Owner Trustee  pursuant to Section 9.01 and no notice of the  appointment of any
co-trustee or separate trustee shall be required pursuant to Section 9.03.

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

     (a) All rights,  powers,  duties and obligations  conferred or imposed upon
the Owner  Trustee  shall be  conferred  upon and  exercised or performed by the
Owner  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 Owner 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,  the Owner  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 Estate 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 Owner
Trustee;

     (b) No trustee under this Trust  Agreement  shall be  personally  liable by
reason of any act or omission of any other trustee  under this Trust  Agreement;
and

     (c) The Owner Trustee may at any time accept the  resignation  of or remove
any separate trustee or co-trustee.

     Any notice,  request or other  writing  given to the Owner 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 them.  Every  instrument  appointing any
separate  trustee or  co-trustee  shall  refer to this Trust  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 Owner
Trustee or separately, as may be provided therein, subject to all the provisions
of this Trust  Agreement,  specifically  including every provision of this Trust
Agreement  relating to the conduct of,  affecting the liability of, or affording
protection to, the Owner Trustee.  Each such instrument  shall be filed with the
Owner Trustee.

     Any  separate  trustee  or  co-trustee  may at any time  appoint  the Owner
Trustee as 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
Trust  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 Owner  Trustee,  to the extent  permitted  by law,  without the
appointment of a new or successor co-trustee or separate trustee.

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<PAGE>

                                   ARTICLE X

                                 Miscellaneous

     Section 10.01. Amendments.


     (a) This Trust  Agreement  may be amended  from time to time by the parties
hereto as specified in this Section  10.01,  provided  that any such  amendment,
except as provided in paragraph (e) below, shall be accompanied by an Opinion of
Counsel  addressed to the Owner Trustee and the Enhancer to the effect that such
amendment complies with the provisions of this Section.

     (b) If the  purpose  of any such  amendment  (as  detailed  therein)  is to
correct any mistake,  eliminate  any  inconsistency,  cure any ambiguity or deal
with any matter not covered in this Trust Agreement (i.e., to give effect to the
intent of the  parties),  it shall not be necessary to obtain the consent of any
Certificateholders,  but the Owner Trustee shall be furnished  with (i) a letter
from each Rating  Agency that the  amendment  will not result in a Rating Event,
determined  without  regard to the  Policy and (ii) an Opinion of Counsel to the
effect that such action will not  adversely  affect in any material  respect the
interests of any  Certificateholder,  and the consent of the  Enhancer  shall be
obtained.

     (c) If the purpose of the  amendment  is to prevent the  imposition  of any
federal  or state  taxes at any time that any  Security  is  outstanding  (i.e.,
technical  in nature),  it shall not be  necessary  to obtain the consent of any
Certificateholder,  but the Owner Trustee shall be furnished  with an Opinion of
Counsel that such amendment is necessary or helpful to prevent the imposition of
such  taxes  and is not  materially  adverse  to any  Certificateholder  and the
consent of the Enhancer shall be obtained.

     (d) If the purpose of the  amendment  is to add or  eliminate or change any
provision  of the Trust  Agreement  other  than as  contemplated  in (b) and (c)
above,  the  amendment  shall  require  (i) the consent of the  Enhancer  and an
Opinion of Counsel to the effect that such action will not  adversely  affect in
any material respect the interests of any  Certificateholder and (ii) either (A)
a letter from each Rating  Agency  that such  amendment  will not cause a Rating
Event,  if  determined  without  regard  to the  Policy  or (B) the  consent  of
Certificateholders evidencing a majority of the aggregate Certificate Percentage
Interest and the Indenture Trustee;  provided,  however,  that no such amendment
shall  reduce in any manner  the  amount  of, or delay the  timing of,  payments
received  that are required to be  distributed  on any  Certificate  without the
consent of each  Certificateholder  affected thereby and the Enhancer, or reduce
the aforesaid  percentage of Certificates  the  Certificateholders  of which are
required  to

                                       32

<PAGE>

consent to any such amendment,  without the consent of the Certificateholders of
all such Certificates then outstanding;  provided,  further, that no Certificate
registered  in the name of the Seller or an  Affiliate  of the  Seller  shall be
considered a Certificate for purposes of such consent.

     (e) No amendment of this Trust Agreement may provide for the holding of any
of the Certificates in book-entry form.

     (f) If the purpose of any such  amendment is to provide for the issuance of
additional  Certificates  representing an interest in the Trust, it shall not be
necessary to obtain the consent of any Certificateholder,  but the Owner Trustee
shall be furnished with (i) an Opinion of Counsel to the effect that such action
will  not  adversely  affect  in  any  material  respect  the  interests  of any
Certificateholders  and (B) a letter from each Rating  Agency to the effect that
such  amendment will not cause a Rating Event,  if determined  without regard to
the Policy, and the consent of the Enhancer shall be obtained.

     (g)  Promptly  after the  execution of any such  amendment or consent,  the
Owner  Trustee  shall  furnish  written  notification  of the  substance of such
amendment  or consent to each  Certificateholder,  the  Indenture  Trustee,  the
Paying  Agent,  the  Enhancer and each of the Rating  Agencies.  It shall not be
necessary  for  the  consent  of  Certificateholders  or the  Indenture  Trustee
pursuant to this Section  10.01 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 any other
consents of  Certificateholders  provided for in this Trust  Agreement or in any
other Basic  Document)  and of  evidencing  the  authorization  of the execution
thereof by Certificateholders  shall be subject to such reasonable  requirements
as the Owner Trustee may prescribe.

     (h) In  connection  with the execution of any amendment to any agreement to
which the Trust is a party,  other than this Trust Agreement,  the Owner Trustee
shall be entitled to receive and conclusively rely upon an Opinion of Counsel to
the effect that such  amendment is  authorized  or  permitted  by the  documents
subject  to such  amendment  and  that all  conditions  precedent  in the  Basic
Documents  for the  execution  and  delivery  thereof  by the Trust or the Owner
Trustee, as the case may be, have been satisfied.

     (i) The Owner  Trustee  may,  but shall not be  obligated  to,  execute any
amendment which adversely affects its rights, duties or immunities hereunder.

     Promptly after the execution of any amendment to the  Certificate of Trust,
the Owner Trustee shall cause the filing of such amendment with the Secretary of
State.

     Section 10.02. No Legal Title to Trust Estate. The Certificateholders shall
not have legal  title to any part of the Trust  Estate.  The  Certificateholders
shall be  entitled  to receive  distributions  with  respect to their  undivided
beneficial  interest  therein only in  accordance  with  Articles V and VIII. No
transfer,  by operation of law or otherwise,  of any right, title or interest of
the  Certificateholders  to and in their ownership  interest in the Trust Estate
shall  operate to  terminate  this Trust  Agreement  or the trusts  hereunder or
entitle any  transferee to an accounting or to the transfer to it of legal title
to any part of the Trust Estate.

                                       33

<PAGE>

     Section 10.03.  Limitations  on Rights of Others.  Except for Section 2.07,
the  provisions of this Trust  Agreement are solely for the benefit of the Owner
Trustee, the Depositor, the Certificateholders,  the Enhancer and, to the extent
expressly  provided  herein,  the Paying Agent,  the  Indenture  Trustee and the
Noteholders,  and nothing in this Trust  Agreement  (other than  Section  2.07),
whether  express or implied,  shall be construed to give to any other Person any
legal or  equitable  right,  remedy or claim in the Trust  Estate or under or in
respect of this Trust  Agreement  or any  covenants,  conditions  or  provisions
contained herein.

     Section 10.04. Notices.

     (a) Unless otherwise  expressly specified or permitted by the terms hereof,
all notices  shall be in writing and shall be deemed given upon  receipt:  if to
the Owner  Trustee,  addressed to its Corporate  Trust Office;  if to the Paying
Agent,  addressed to its Corporate Trust Office,  if to the  Certificate  Paying
Agent,  addressed to U.S. Bank National Association,  180 East Fifth Street, St.
Paul,  Minnesota 55101  Attention:  Corporate Trust Services - WASI -- 2003-HE2,
with a copy to the Corporate  Trust Office of the Indenture  Trustee,  if to the
Depositor,  addressed to Wachovia  Asset  Securitization,  Inc.,  8739  Research
Drive, NC0121-Suite D, Charlotte, North Carolina 28288-0121,  Attention:  Robert
J.  Perret,  Telecopier:  (704)  383-8121;  if to  the  Enhancer,  addressed  to
Financial Guaranty Insurance Company, 125 Park Avenue, New York, New York 10017,
Attention:  Research and Risk  Management,  Telecopier:  212-312-3215  (Wachovia
Asset Securitization, Inc. 2003-HE2 Trust); if to the Rating Agencies, addressed
to Moody's Investors  Service,  Inc., 99 Church Street, 4th Floor, New York, New
York 10001 and Standard & Poor's, a division of The McGraw-Hill Companies, Inc.,
55 Water  Street,  New  York,  New York  10004,  Attention:  Structured  Finance
Department - MBS; or, as to each of the foregoing Persons, at such other address
as shall be designated  by such Person in a written  notice to each of the other
foregoing Persons.

     (b) Any notice  required or  permitted  to be given to a  Certificateholder
shall be given by  first-class  mail,  postage  prepaid,  at the address of such
Certificateholder  as shown in the  Certificate  Register.  Any notice so mailed
within the time prescribed in this Trust Agreement to a Certificateholder  shall
be  conclusively  presumed  to  have  been  duly  given,  whether  or  not  such
Certificateholder receives such notice.

     (c) A copy of any notice  delivered to the Owner Trustee or the Trust shall
also be delivered to the Depositor.

     Section 10.05. Severability.  Any provision of this Trust Agreement that is
prohibited or unenforceable in any jurisdiction  shall, as to such jurisdiction,
be ineffective to the extent of such  prohibition  or  unenforceability  without
invalidating  the  remaining  provisions  hereof,  and any such  prohibition  or
unenforceability   in  any   jurisdiction   shall  not   invalidate   or  render
unenforceable such provision in any other jurisdiction.

     Section 10.06. Separate Counterparts.  This Trust Agreement may be executed
by the  parties  hereto in any  number of  counterparts,  each of which  when so
executed and delivered  shall be an original,  but all such  counterparts  shall
together constitute but one and the same instrument.

                                       34

<PAGE>

     Section 10.07.  Successors and Assigns.  All  representations,  warranties,
covenants and  agreements  contained  herein shall be binding upon, and inure to
the benefit of, each of the Enhancer,  the Depositor,  the Owner Trustee and its
successors and each  Certificateholder and its successors and permitted assigns,
all as herein provided. Any request, notice, direction, consent, waiver or other
instrument  or action  by a  Certificateholder  shall  bind the  successors  and
assigns of such Certificateholder.

     Section 10.08. No Petition.  The Owner Trustee, by entering into this Trust
Agreement,  and each  Certificateholder,  by  accepting  a  Certificate,  hereby
covenants  and  agrees  that it  will  not at any  time  institute  against  the
Depositor or the Trust, or join in any institution  against the Depositor or the
Trust of, any  bankruptcy  Proceedings  under any United States federal or state
bankruptcy  or  similar  law  in  connection   with  any   obligations   to  the
Certificates,  the  Notes,  this  Trust  Agreement  or any of  the  other  Basic
Documents.

     Section  10.09.  No  Recourse.  Each  Certificateholder,   by  accepting  a
Certificate, acknowledges that such Certificateholder's Certificate represents a
beneficial  interest in the Trust only and does not  represent an interest in or
obligation  of the  Depositor,  the Seller,  the Owner  Trustee,  the  Indenture
Trustee,  the Paying Agent or any Affiliate thereof, and that no recourse may be
had against such Persons or their  assets,  except as may be expressly set forth
or  contemplated  in the  Certificates,  this Trust Agreement or the other Basic
Documents.

     Section 10.10.  Headings. The headings of the various Articles and Sections
herein are for  convenience  of reference only and shall not define or limit any
of the terms or provisions hereof.

     Section 10.11.  GOVERNING LAW. THIS TRUST  AGREEMENT  SHALL BE CONSTRUED IN
ACCORDANCE  WITH THE LAWS OF THE STATE OF  DELAWARE,  WITHOUT  REFERENCE  TO ITS
CONFLICT OF LAW  PROVISIONS,  AND THE  OBLIGATIONS,  RIGHTS AND  REMEDIES OF THE
PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

Section 10.12. Integration. This Trust Agreement constitutes the entire
agreement among the parties hereto pertaining to the subject matter hereof and
supersedes all prior agreements and understanding pertaining thereto.

     Section 10.13. Rights of Enhancer to Exercise Rights of Certificateholders.
By  accepting  its  Certificate,  each  Certificateholder  agrees  that unless a
Enhancer  Default  exists,  the  Enhancer  shall have the right to exercise  all
rights of the Certificateholders  under this Trust Agreement without any further
consent of the Certificateholders. Nothing in this Section, however, shall alter
or modify in any way,  the  fiduciary  obligations  of the Owner  Trustee to the
Certificateholders  pursuant to this Trust  Agreement,  or create any  fiduciary
obligation  of the Owner  Trustee  to the  Enhancer.  The  Enhancer  shall be an
express third party beneficiary of this Trust Agreement.

                                       35

<PAGE>

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

                                         WACHOVIA ASSET SECURITIZATION, INC.,
                                          as Depositor

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


                                         WILMINGTON TRUST COMPANY,
                                          not in its individual capacity but
                                          solely as Owner Trustee, except with
                                          respect to the representations and
                                          warranties contained in Section 6.03
                                          hereof



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


Acknowledged and Agreed:

U.S. BANK NATIONAL ASSOCIATION, not
in its individual capacity but solely
as Indenture Trustee

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


WACHOVIA BANK, NATIONAL ASSOCIATION,
not in its individual capacity but solely
as Certificate Registrar and Certificate
Paying Agent


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

                                       36

<PAGE>

WACHOVIA ASSET SECURITIZATION, INC.
2003-HE2 TRUST,

By:   Wilmington Trust Company,
      not in its individual capacity but
      solely as Owner Trustee

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

                                       37
<PAGE>

                                   EXHIBIT A

                              FORM OF CERTIFICATE

     THIS  CERTIFICATE  IS  SUBORDINATED  IN RIGHT OF  PAYMENT  TO THE  NOTES AS
DESCRIBED IN THE AGREEMENT (AS DEFINED HEREIN).

     THIS  CERTIFICATE  HAS NOT  BEEN  AND  WILL  NOT BE  REGISTERED  UNDER  THE
SECURITIES ACT OF 1933, AS AMENDED,  OR THE SECURITIES LAWS OF ANY STATE AND MAY
NOT BE RESOLD OR  TRANSFERRED  UNLESS IT IS REGISTERED  PURSUANT TO SUCH ACT AND
STATE LAWS OR IS SOLD OR  TRANSFERRED  IN  TRANSACTIONS  WHICH ARE  EXEMPT  FROM
REGISTRATION UNDER SUCH ACT AND SUCH STATE LAWS AND IS TRANSFERRED IN ACCORDANCE
WITH THE PROVISIONS OF SECTION 3.05 OF THE AGREEMENT.

     NO  TRANSFER  OF THIS  CERTIFICATE  SHALL BE MADE  UNLESS  THE  CERTIFICATE
REGISTRAR  SHALL HAVE  RECEIVED  EITHER  (i) A  REPRESENTATION  LETTER  FROM THE
TRANSFEREE  OF THIS  CERTIFICATE  TO THE EFFECT THAT SUCH  TRANSFEREE  IS NOT AN
EMPLOYEE   BENEFIT  OR  OTHER  PLAN  SUBJECT  TO  THE   PROHIBITED   TRANSACTION
RESTRICTIONS  AND THE  FIDUCIARY  RESPONSIBILITY  REQUIREMENTS  OF THE  EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF
THE INTERNAL  REVENUE CODE OF 1986, AS AMENDED (THE "CODE"),  ANY PERSON ACTING,
DIRECTLY  OR  INDIRECTLY,  ON BEHALF OF ANY SUCH PLAN OR ANY PERSON  USING "PLAN
ASSETS,"  WITHIN THE  MEANING OF THE  DEPARTMENT  OF LABOR  REGULATIONS  SECTION
2510.3-101,  TO ACQUIRE THIS CERTIFICATE  (EACH, A "PLAN INVESTOR"),  OR (ii) IF
THIS  CERTIFICATE IS PRESENTED FOR  REGISTRATION IN THE NAME OF A PLAN INVESTOR,
AN OPINION OF COUNSEL  ACCEPTABLE TO AND IN FORM AND SUBSTANCE  SATISFACTORY  TO
THE DEPOSITOR, THE OWNER TRUSTEE, THE SERVICER AND THE CERTIFICATE REGISTRAR, OR
A  CERTIFICATION  IN THE FORM OF EXHIBIT G TO THE AGREEMENT,  TO THE EFFECT THAT
THE PURCHASE OR HOLDING OF THIS CERTIFICATE IS PERMISSIBLE UNDER APPLICABLE LAW,
WILL NOT CONSTITUTE OR RESULT IN A PROHIBITED  TRANSACTION  UNDER SECTION 406 OF
ERISA OR SECTION 4975 OF THE CODE (OR  COMPARABLE  PROVISIONS OF ANY  SUBSEQUENT
ENACTMENTS) AND WILL NOT SUBJECT THE DEPOSITOR, THE OWNER TRUSTEE, THE SERVICER,
THE CERTIFICATE REGISTRAR,  OR THE CERTIFICATE PAYING AGENT TO ANY OBLIGATION OR
LIABILITY  (INCLUDING  OBLIGATIONS OR LIABILITIES  UNDER SECTION 406 OF ERISA OR
SECTION 4975 OF THE CODE) IN ADDITION TO THOSE UNDERTAKEN IN THE AGREEMENT.

     THE  TRANSFEREE  OF THIS  CERTIFICATE  SHALL BE  SUBJECT  TO UNITED  STATES
FEDERAL  WITHHOLDING TAX UNLESS THE CERTIFICATE  REGISTRAR SHALL HAVE RECEIVED A
CERTIFICATE OF NON-FOREIGN STATUS CERTIFYING AS TO THE TRANSFEREE'S  STATUS AS A
U.S. PERSON OR CORPORATION OR PARTNERSHIP UNDER U.S. LAW.

                                      A-1

<PAGE>

     THIS  CERTIFICATE  DOES NOT  REPRESENT AN INTEREST IN OR  OBLIGATION OF THE
SELLER, THE DEPOSITOR,  THE SERVICER,  THE INDENTURE TRUSTEE, THE OWNER TRUSTEE,
the Paying  Agent OR ANY OF THEIR  RESPECTIVE  AFFILIATES,  EXCEPT AS  EXPRESSLY
PROVIDED IN THE AGREEMENT OR THE OTHER BASIC DOCUMENTS.

                                      A-2

<PAGE>


Certificate No. 1

Cut-Off Date:
June 1, 2003

Date of Trust Agreement:
July 2, 2003

First Payment Date:                                    Percentage Interest: 100%
July 25, 2003

Final Payment Date:
June 25, 2033

                      WACHOVIA ASSET SECURITIZATION, INC.
                   ASSET-BACKED CERTIFICATES, SERIES 2003-HE2

     evidencing   a   fractional    undivided   interest   in   Wachovia   Asset
Securitization,  Inc.  2003-HE2  Trust (the  "Issuer"),  the  property  of which
consists primarily of the Mortgage Loans.

     This Certificate is payable solely from the assets of the Trust Estate, and
does not represent an obligation  of or interest in the  Depositor,  the Seller,
the Servicer,  the Indenture  Trustee,  the Paying Agent or the Owner Trustee or
any of their  Affiliates.  This  Certificate is not guaranteed or insured by any
governmental  agency or  instrumentality  or by the Depositor,  the Seller,  the
Servicer, the Indenture Trustee, the Paying Agent or the Owner Trustee or any of
their affiliates. None of the Depositor, the Seller, the Servicer, the Indenture
Trustee,  the Paying Agent or the Owner Trustee or any of their  Affiliates will
have any obligation with respect to any certificate or other obligation  secured
by or payable from payments on the Certificates.

     This certifies that Wachovia Asset  Securitization,  Inc. is the registered
owner of the Certificate  Percentage  Interest evidenced by this Certificate (as
set forth on the face hereof) in certain distributions with respect to the Trust
Estate,  consisting  primarily of the Mortgage Loans,  created by Wachovia Asset
Securitization,  Inc.  (the  "Depositor").  The Trust (as  defined  herein)  was
created  pursuant to a trust  agreement dated as of July 2, 2003 (as amended and
supplemented  from  time to time,  the  "Agreement"),  among the  Depositor  and
Wilmington  Trust  Company,  as owner trustee (the "Owner  Trustee,"  which term
includes any successor entity under the Agreement),  a summary of certain of the
pertinent  provisions of which is set forth  hereafter.  Capitalized  terms used
herein that are not otherwise  defined shall have the meanings  ascribed thereto
in Appendix A to the indenture  dated as of July 2, 2003,  among the Trust,  the
Paying Agent and the Indenture Trustee.  This Certificate is issued under and is
subject to the terms,  provisions  and  conditions  of the  Agreement,  to which
Agreement the  Certificateholder of this Certificate by virtue of the acceptance
hereof assents and by which such Certificateholder is bound.

     Pursuant to the terms of the Agreement,  a distribution will be made on the
25th day of each month or, if such 25th day is not a Business  Day, the Business
Day immediately following (the "Payment Date"),  commencing on the first Payment
Date specified above, to the Person in whose name this Certificate is registered
at the close of  business on the last day (or if such last

                                      A-3

<PAGE>

day is not a Business Day, the Business Day immediately preceding such last day)
of the month  immediately  preceding the month of such distribution (the "Record
Date"), in an amount equal to the pro rata portion evidenced by this Certificate
(based on the Percentage  Interest stated on the face hereon) of the amount,  if
any,  required to be distributed to  Certificateholders  of Certificates on such
Payment Date.  Distributions on this Certificate will be made as provided in the
Agreement   by  the   Certificate   Paying   Agent  by  wire   transfer  to  the
Certificateholder of record in the Certificate Register without the presentation
or surrender of this Certificate or the making of any notation hereon.  Pursuant
to the Agreement, the Trust has issued the Certificates.

     Except as  otherwise  provided in the  Agreement  and  notwithstanding  the
above, the final  distribution on this Certificate will be made after due notice
by the Certificate  Paying Agent of the pendency of such  distribution  and only
upon  presentation  and  surrender of this  Certificate  at the office or agency
designated by the Certificate Registrar for that purpose.

     No transfer of this Certificate will be made unless such transfer is exempt
from the  registration  requirements  of the  Securities Act of 1933, as amended
(the  "Securities  Act"), and any applicable state securities laws or is made in
accordance  the  Securities  Act and such state  laws.  In the event that such a
transfer is to be made,  (i) the  Certificate  Registrar  or the  Depositor  may
require  an  opinion  of  counsel  acceptable  to  and  in  form  and  substance
satisfactory to the  Certificate  Registrar and the Depositor that such transfer
is exempt  (describing the applicable  exemption and the basis therefor) from or
is being made pursuant to the  registration  requirements of the Securities Act,
and of any applicable statute of any state and (ii) the transferee shall execute
an  investment  letter  in the form  described  in the  Agreement  and (iii) the
Certificate  Registrar  shall  require the  transferee  to execute an investment
letter and a  Certificate  of  Non-Foreign  Status in the form  described by the
Agreement (or if a Certificate of Non-Foreign Status is not provided, an Opinion
of  Counsel  as  described  in  the  Agreement),  which  investment  letter  and
certificate or Opinion of Counsel shall not be at the expense of the Trust,  the
Owner Trustee, the Certificate Registrar or the Depositor. The Certificateholder
hereof  desiring  to effect  such  transfer  shall,  and does  hereby  agree to,
indemnify  the Trust,  the Owner  Trustee,  the  Depositor,  the  Servicer,  the
Certificate  Registrar  and the  Certificate  Paying Agent against any liability
that may result if the  transfer  is not so exempt or is not made in  accordance
with such federal and state laws.  In  connection  with any such  transfer,  the
Certificate  Registrar  (unless  otherwise  directed by the Depositor) will also
require  either (i) a  representation  letter,  in the form as  described by the
Agreement,  stating that the transferee is not an employee benefit or other plan
subject  to  the   prohibited   transaction   restrictions   or  the   fiduciary
responsibility requirements of ERISA or Section 4975 of the Code (a "Plan"), any
person acting, directly or indirectly,  on behalf of any such Plan or any Person
using  the  "plan  assets,"  within  the  meaning  of the  Department  of  Labor
Regulations  Section  2510.3-101,  to effect such acquisition  (collectively,  a
"Plan  Investor") or (ii) if such  transferee is a Plan Investor,  an opinion of
counsel  acceptable to and in form and substance  satisfactory to the Depositor,
the  Owner  Trustee,   the  Servicer  and  the  Certificate   Registrar,   or  a
certification in the form of Exhibit G to the Agreement,  to the effect that the
purchase or holding of such  Certificate is permissible  under  applicable  law,
will not constitute or result in a prohibited  transaction  under Section 406 of
ERISA or Section 4975 of the Code (or  comparable  provisions of any  subsequent
enactments) and will not subject the Depositor, the Owner Trustee, the Servicer,
the  Enhancer  or the  Certificate  Registrar  to any  obligation  or  liability
(including obligations or liabilities under Section 406 of ERISA or Section 4975
of the Code) in addition to those undertaken in the Agreement.

                                      A-4

<PAGE>

     This  Certificate  is  one  of a  duly  authorized  issue  of  Certificates
designated as Wachovia Asset Securitization,  Inc. Asset-Backed  Certificates of
the Series specified hereon (the "Certificates").

     The Certificateholder of this Certificate, by its acceptance hereof, agrees
that it will look  solely to the funds on  deposit in the  Distribution  Account
that have been released from the Lien of the Indenture for payment hereunder and
that neither the Owner Trustee in its  individual  capacity nor the Depositor is
personally  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.

     The Certificateholder of this Certificate  acknowledges and agrees that its
rights to receive  distributions in respect of this Certificate are subordinated
to the rights of the Noteholders as described in the Indenture.

     Each Certificateholder,  by its acceptance of a Certificate,  covenants and
agrees that such  Certificateholder  will not at any time institute  against the
Depositor or the Trust, or join in any institution  against the Depositor or the
Trust of, any bankruptcy, reorganization, arrangement, insolvency or liquidation
proceedings,  or other  proceedings  under any  United  States  federal or state
bankruptcy or similar law in  connection  with any  obligations  relating to the
Certificates, the Notes, the Agreement or any of the other Basic Documents.

     The Agreement  permits the amendment  thereof as specified below,  provided
that any amendment be  accompanied by the consent of the Enhancer and an Opinion
of Counsel to the Owner Trustee to the effect that such amendment  complies with
the provisions of the Agreement and will not cause the Trust to be subject to an
entity  level tax.  If the  purpose  of any such  amendment  is to  correct  any
mistake, eliminate any inconsistency, cure any ambiguity or deal with any matter
not  covered,   it  shall  not  be  necessary  to  obtain  the  consent  of  any
Certificateholder,  but the Owner Trustee shall be furnished  with a letter from
each  Rating  Agency to the effect that such  amendment  will not cause a Rating
Event,  determined without regard to the Policy, and the consent of the Enhancer
shall be  obtained.  If the  purpose of any such  amendment  is to  prevent  the
imposition  of any  federal  or state  taxes at any time  that any  Security  is
Outstanding,  it  shall  not be  necessary  to  obtain  the  consent  of the any
Certificateholder,  but the Owner Trustee shall be furnished  with an Opinion of
Counsel that such amendment is necessary or helpful to prevent the imposition of
such  taxes  and is not  materially  adverse  to any  Certificateholder  and the
consent of the Enhancer shall be obtained. If the purpose of the amendment is to
add or  eliminate  or change  any  provision  of the  Agreement,  other  than as
specified in the preceding two sentences, the amendment shall require either (a)
a letter from each  Rating  Agency to the effect  that such  amendment  will not
cause a Rating Event, determined without regard to the Policy or (b) the consent
of  Certificateholders  of  a  majority  of  the  Percentage  Interests  of  the
Certificates  and  the  Indenture  Trustee;  provided,  however,  that  no  such
amendment  shall (i)  reduce in any  manner the amount of, or delay the time of,
payments received that are required to be distributed on any Certificate without
the consent of all Certificateholders affected thereby and the Enhancer, or (ii)
reduce the aforesaid percentage of Certificates the  Certificateholders of which
are  required  to  consent  to any such  amendment  without  the  consent of the
Certificateholders of all such Certificates then outstanding.

                                      A-5

<PAGE>

     As provided in the Agreement and subject to certain limitations therein set
forth,  the transfer of this  Certificate  is  registerable  in the  Certificate
Register upon surrender of this  Certificate for registration of transfer at the
Corporate  Trust Office of the Certificate  Registrar,  accompanied by a written
instrument of transfer in form  satisfactory to the  Certificate  Registrar duly
executed by the Certificateholder  hereof or such  Certificateholder's  attorney
duly  authorized  in writing,  and  thereupon  one or more new  Certificates  of
authorized  denominations evidencing the same aggregate Percentage Interest will
be  issued to the  designated  transferee.  The  initial  Certificate  Registrar
appointed under the Agreement is the Paying Agent.

     Except as provided in the Agreement,  the Certificates are issuable only in
minimum  denominations  of  a  10.0000%  Percentage  Interest  and  in  integral
multiples of a 0.0001% Percentage Interest in excess thereof. As provided in the
Agreement and subject to certain limitations therein set forth, the Certificates
are exchangeable for new Certificates of authorized denominations,  as requested
by the  Certificateholder  surrendering  the same. This Certificate is issued in
the Percentage Interest above.

     No service  charge  will be made for any such  registration  of transfer or
exchange, but the Owner Trustee or the Certificate Registrar may require payment
of a sum  sufficient  to  cover  any  tax  or  governmental  charge  payable  in
connection therewith.

     The Owner Trustee, the Certificate Paying Agent, the Certificate  Registrar
and any  agent of the  Owner  Trustee,  the  Certificate  Paying  Agent,  or the
Certificate  Registrar  may treat the Person in whose name this  Certificate  is
registered as the owner hereof for all purposes,  and none of the Owner Trustee,
the Certificate Paying Agent, the Certificate  Registrar or any such agent shall
be affected by any notice to the contrary.

     This Certificate  shall be governed by and construed in accordance with the
laws of the State of Delaware.

     The obligations created by the Agreement in respect of this Certificate and
the Trust created  thereby shall  terminate upon the final  distribution  of all
moneys or other property or proceeds of the Trust Estate in accordance  with the
terms of the Indenture and the Agreement.

     It is the intent of the  Depositor,  the  Issuer and the  Certificateholder
that for federal,  state and local  income,  single  business and  franchise tax
purposes,  (a) the Trust  will not be  treated as an  association  (or  publicly
traded partnership)  taxable as a corporation or a taxable mortgage pool and (b)
the Trust will not fail to be treated as a disregarded entity.

     Unless the certificate of authentication hereon shall have been executed by
an  authorized  officer  of the  Owner  Trustee  or the  Indenture  Trustee,  as
authenticating agent by manual signature, this Certificate shall not be entitled
to any benefit under the Agreement or be valid for any purpose.

                                      A-6

<PAGE>


     IN WITNESS  WHEREOF,  the Owner Trustee,  on behalf of the Trust and not in
its individual capacity, has caused this Certificate to be duly executed.

                                         WACHOVIA ASSET SECURITIZATION, INC.
                                          2003-HE2 TRUST

                                         By:  Wilmington Trust Company, not in
                                              its individual capacity but solely
                                              as Owner Trustee




Dated: July 2, 2003                      By:
                                            ------------------------------------
                                                     Authorized Signatory


                         CERTIFICATE OF AUTHENTICATION

This is one of the Certificates referred to in the within mentioned Agreement.

Wilmington Trust Company,
not in its individual capacity
but solely as Owner Trustee

By:
   --------------------------------------
            Authorized Signatory


or                                       ,
  ---------------------------------------
as Authenticating Agent of the Owner Trustee


By:
   --------------------------------------
            Authorized Signatory

                                      A-7
<PAGE>

                                   ASSIGNMENT

     FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto

                        PLEASE INSERT SOCIAL SECURITY OR
                      OTHER IDENTIFYING NUMBER OF ASSIGNEE


--------------------------------------------------------------------------------
(Please print or type name and address, including postal zip code, of assignee)



--------------------------------------------------------------------------------
the within Certificate, and all rights thereunder, hereby irrevocably
constituting and appointing



--------------------------------------------------------------------------------
to transfer said Certificate on the books of the Certificate Registrar, with
full power of substitution in the premises.


Dated:

                                                                              */
                                         -------------------------------------
                                                  Signature Guaranteed:


                                                                              */
                                            ---------------------------------






*/ NOTICE:  The signature to this assignment must correspond with the name as it
appears upon the face of the within  Certificate  in every  particular,  without
alteration,   enlargement  or  any  change  whatever.  Such  signature  must  be
guaranteed by a member firm of the New York Stock Exchange or a commercial  bank
or trust company.

                                      A-8

<PAGE>


                           DISTRIBUTION INSTRUCTIONS

     The  assignee  should  include the  following  for the  information  of the
Certificate Paying Agent:

     Distribution shall be made by wire transfer in immediately  available funds
to
   -----------------------------------------------

   -----------------------------------------------
for the account of                                                         ,
                   -------------------------------------------------------
account number                                                            , or,
               ----------------------------------------------------------
if mailed by check, to                             .
                       ----------------------------

      Applicable statements should be mailed to                                .
                                                ------------------------------



                                            ------------------------------------
                                            Signature of assignee or agent
                                            (for authorization of wire
                                            transfer only)

                                      A-9
<PAGE>



                                   EXHIBIT B

                              CERTIFICATE OF TRUST

                                       OF

               WACHOVIA ASSET SECURITIZATION, INC. 2003-HE2 TRUST

     THE  UNDERSIGNED,   Wilmington   Trust  Company,   as  owner  trustee  (the
"Trustee"),  for the purpose of forming a statutory trust does hereby certify as
follows:

     1. The name of the statutory trust is:

        WACHOVIA ASSET SECURITIZATION, INC. 2003-HE2 TRUST

     2. The name and business  address of the Trustee of the statutory  trust in
the State Delaware is Wilmington Trust Company,  Rodney Square North, 1100 North
Market Street, Wilmington, Delaware 19890.

     3. The  statutory  trust  reserves the right to amend,  alter,  change,  or
repeal any provision contained in this Certificate of Trust in the manner now or
hereafter prescribed by law.

     4. This Certificate of Trust shall be effective upon filing.

     THE UNDERSIGNED,  being the Trustee  hereinbefore named, for the purpose of
forming a statutory  trust pursuant to the provisions of the Delaware  Statutory
Trust Act, does make this  certificate  of trust,  hereby  declaring and further
certifying  that  this  is  its  act  and  deed  and  that  to the  best  of the
undersigned's knowledge and belief the facts herein stated are true.

                                            Wilmington Trust Company,
                                             not in its individual capacity but
                                             solely as owner trustee under the
                                             trust agreement to be dated as of
                                             July 2, 2003



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


Dated:  July 2, 2003

                                      B-1

<PAGE>

                                   EXHIBIT C

                 [FORM OF RULE 144A INVESTMENT REPRESENTATION]

            Description of Rule 144A Securities, including numbers:

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

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

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

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

     The undersigned  seller,  as registered  holder (the "Seller"),  intends to
transfer the Rule 144A Securities  described above to the undersigned buyer (the
"Buyer").

     1. In connection  with such transfer and in accordance  with the agreements
pursuant  to which the Rule 144A  Securities  were  issued,  the  Seller  hereby
certifies  the  following  facts:  Neither  the Seller nor anyone  acting on its
behalf has offered, transferred, pledged, sold or otherwise disposed of the Rule
144A  Securities,  any interest in the Rule 144A Securities or any other similar
security to, or solicited any offer to buy or accept a transfer, pledge or other
disposition  of  the  Rule  144A  Securities,  any  interest  in the  Rule  144A
Securities  or any other  similar  security  from,  or otherwise  approached  or
negotiated  with respect to the Rule 144A  Securities,  any interest in the Rule
144A Securities or any other similar security with, any person in any manner, or
made any general  solicitation  by means of general  advertising or in any other
manner,  or taken any other action,  that would constitute a distribution of the
Rule 144A  Securities  under the  Securities  Act of 1933, as amended (the "1933
Act"),  or that  would  render the  disposition  of the Rule 144A  Securities  a
violation of Section 5 of the 1933 Act or require registration pursuant thereto,
and that the Seller has not offered the Rule 144A Securities to any person other
than the Buyer or  another  "qualified  institutional  buyer" as defined in Rule
144A under the 1933 Act.

     2. The Buyer  warrants and  represents  to, and covenants  with,  the Owner
Trustee and the Depositor, pursuant to Section 3.09 of the trust agreement dated
as of July 2, 2003 (the "Agreement"), among Wachovia Asset Securitization, Inc.,
as depositor (the "Depositor"),  and Wilmington Trust Company,  as owner trustee
(the "Owner Trustee"), as follows:

          a. The Buyer  understands  that the Rule 144A Securities have not been
registered under the 1933 Act or the securities laws of any state.

          b.  The   Buyer   considers   itself  a   substantial,   sophisticated
institutional  investor  having such  knowledge and  experience in financial and
business  matters  that it is  capable  of  evaluating  the  merits and risks of
investment in the Rule 144A Securities.

          c. The Buyer has been  furnished  with all  information  regarding the
Rule 144A  Securities  that it has  requested  from the  Seller,  the  Indenture
Trustee, the Owner Trustee or the Servicer.

          d.  Neither  the Buyer nor anyone  acting on its  behalf has  offered,
transferred,  pledged,  sold or otherwise  disposed of the Rule 144A Securities,
any interest in the Rule 144A  Securities or any other  similar  security to, or
solicited any offer to buy or accept a

                                      C-1

<PAGE>

transfer, pledge or other disposition of the Rule 144A Securities,  any interest
in the Rule 144A  Securities  or any other similar  security  from, or otherwise
approached or negotiated with respect to the Rule 144A Securities,  any interest
in the Rule 144A  Securities or any other similar  security  with, any person in
any manner, or made any general  solicitation by means of general advertising or
in any  other  manner,  or taken any  other  action,  that  would  constitute  a
distribution of the Rule 144A Securities under the 1933 Act or that would render
the disposition of the Rule 144A Securities a violation of Section 5 of the 1933
Act or  require  registration  pursuant  thereto,  nor  will it act,  nor has it
authorized  or will it authorize  any person to act, in such manner with respect
to the Rule 144A Securities.

     e. The Buyer is a "qualified  institutional  buyer" as that term is defined
in Rule  144A  under  the  1933 Act and has  completed  either  of the  forms of
certification to that effect attached hereto as Annex 1 or Annex 2. The Buyer is
aware that the sale to it is being made in reliance  on Rule 144A.  The Buyer is
acquiring the Rule 144A  Securities for its own account or the accounts of other
qualified  institutional buyers,  understands that such Rule 144A Securities may
be resold, pledged or transferred only (i) to a person reasonably believed to be
a qualified  institutional  buyer that  purchases for its own account or for the
account  of a  qualified  institutional  buyer to whom  notice is given that the
resale,  pledge or  transfer  is being made in  reliance  on Rule 144A,  or (ii)
pursuant to another exemption from registration under the 1933 Act.

3. The Buyer represents that:

     (i) either (a) or (b) is satisfied, as marked below:

          a. The Buyer is not any employee  benefit plan subject to the Employee
     ----
Retirement  Income Security Act of 1974, as amended  ("ERISA"),  or the Internal
Revenue Code of 1986,  as amended (the  "Code"),  a Person  acting,  directly or
indirectly, on behalf of any such plan or any Person acquiring such Certificates
with "plan  assets"  of a Plan  within the  meaning of the  Department  of Labor
Regulations Section 2510.3-101; or

          b. The Buyer  will  provide  the  Depositor,  the Owner  Trustee,  the
     ----
Certificate Registrar, the Enhancer and the Servicer with either: (x) an opinion
of counsel,  satisfactory to the Depositor,  the Owner Trustee,  the Certificate
Registrar,  the Enhancer and the  Servicer,  to the effect that the purchase and
holding  of a  Certificate  by or on behalf of the  Buyer is  permissible  under
applicable law, will not constitute or result in a prohibited  transaction under
Section 406 of ERISA or Section 4975 of the Code (or  comparable  provisions  of
any  subsequent  enactments)  and will not  subject  the  Depositor,  the  Owner
Trustee, the Certificate  Registrar,  the Certificate Paying Agent, the Enhancer
or the Servicer to any  obligation  or liability  (including  liabilities  under
ERISA or Section 4975 of the Code) in addition to those  undertaken in the Trust
Agreement,  which opinion of counsel  shall not be an expense of the  Depositor,
the Owner Trustee, the Certificate  Registrar,  the Enhancer or the Servicer; or
(y) in lieu of

                                      C-2

<PAGE>

          such opinion of counsel,  a certification  in the form of Exhibit G to
          the Trust Agreement; and

          (ii)  the  Buyer  is   familiar   with  the   prohibited   transaction
restrictions and fiduciary  responsibility  requirements of Sections 406 and 407
of ERISA and Section 4975 of the Code and  understands  that each of the parties
to which this  certification is made is relying and will continue to rely on the
statements made in this paragraph 3.

     This  document  may be  executed  in one or  more  counterparts  and by the
different  parties  hereto on  separate  counterparts,  each of  which,  when so
executed, shall be deemed to be an original; such counterparts,  together, shall
constitute one and the same document.

     Capitalized terms used herein that are not otherwise defined shall have the
meanings  ascribed  thereto in Appendix A to the  indenture  dated as of July 2,
2003, among the Trust, the Paying Agent and the Indenture Trustee.

                                      C-3
<PAGE>


     IN WITNESS  WHEREOF,  each of the parties has executed  this document as of
the date set forth below.


-----------------------------------      ---------------------------------------
Print Name of Seller                     Print Name of Buyer

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


Taxpayer Identification:                 Taxpayer Identification:

No.                                      No.
   --------------------------------         ------------------------------------

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

                                      C-4
<PAGE>


                                                            ANNEX 1 TO EXHIBIT C

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

            [For Buyers Other Than Registered Investment Companies]

          The  undersigned  hereby  certifies as follows in connection  with the
Rule 144A Investment Representation to which this certification is attached:

          1.  As  indicated  below,  the  undersigned  is the  President,  Chief
Financial  Officer,  Senior Vice  President  or other  executive  officer of the
Buyer.

          2.  In  connection  with  purchases  by  the  Buyer,  the  Buyer  is a
"qualified  institutional  buyer" as that term is defined in Rule 144A under the
Securities Act of 1933 ("Rule 144A") because (i) the Buyer owned and/or invested
on a discretionary  basis $                      1 in securities (except for the
                           ---------------------
excluded  securities referred  to below) as of the end of the Buyer's  most
recent  fiscal year (such amount  being  calculated  in  accordance  with  Rule
144A)  and (ii) the Buyer satisfies the criteria in the category marked below.

          Corporation,  etc.  The  Buyer is a  corporation  (other  than a bank,
 ------   savings and loan association or similar institution), Massachusetts or
          similar  business  trust,  partnership,   or  charitable  organization
          described in Section 501(c)(3) of the Internal Revenue Code.

          Bank.  The  Buyer  (a)  is a  national  bank  or  banking  institution
 ------   organized  under the laws of any state,  territory  or the District of
          Columbia,  the business of which is substantially  confined to banking
          and is supervised by the state or  territorial  banking  commission or
          similar official or is a foreign bank or equivalent  institution,  and
          (b) has an audited net worth of at least  $25,000,000 as  demonstrated
          in its latest annual financial statements, a copy of which is attached
          hereto.

          Savings  and Loan.  The Buyer (a) is a savings  and loan  association,
 ------   building and loan association, cooperative bank, homestead association
          or similar institution, which is supervised and examined by a state or
          federal authority having  supervision over any such institutions or is
          a foreign savings and loan  association or equivalent  institution and
          (b) has an audited net worth of at least  $25,000,000 as  demonstrated
          in its latest annual financial statements.

          Broker-Dealer. The Buyer is a dealer registered pursuant to Section 15
 ------   of the Securities Exchange Act of 1934, as amended.


----------------
1 Buyer must own and/or invest on a discretionary  basis at least  $1000,000,000
in securities unless Buyer is a dealer, and, in that case, Buyer must own and/or
invest on a discretionary basis at least $10,000,000 in securities.

                                      C-5

<PAGE>

          Insurance Company. The Buyer is an insurance company whose primary and
 ------   predominant  business  activity  is the  writing of  insurance  or the
          reinsuring of risks  underwritten by insurance  companies and which is
          subject to  supervision  by the  insurance  commissioner  or a similar
          official  or  agency  of a  state  or  territory  or the  District  of
          Columbia.

          State or Local Plan. The Buyer is a plan established and maintained by
 ------   a state, its political subdivisions,  or any agency or instrumentality
          of the state or its  political  subdivisions,  for the  benefit of its
          employees.

          ERISA Plan.  The Buyer is an employee  benefit plan within the meaning
 ------   of Title I of the Employee  Retirement Income Security Act of 1974, as
          amended.

          Investment  Adviser.  The Buyer is an  investment  adviser  registered
 ------   under the Investment Advisers Act of 1940. as amended.

          SBIC. The Buyer is a Small Business Investment Company licensed by the
 ------   U.S. Small Business  Administration under Section 301(c) or (d) of the
          Small Business Investment Act of 1958, as amended.

          Business  Development  Company.  The Buyer is a  business  development
 ------   company as defined in Section  202(a)(22) of the  Investment  Advisers
          Act of 1940, as amended.

          Trust Fund. The Buyer is a trust fund whose trustee is a bank or trust
 ------   company and whose  participants are exclusively (a) plans  established
          and maintained by a state, its political  subdivisions,  or any agency
          or instrumentality of the state or its political subdivisions, for the
          benefit of its  employees,  or (b) employee  benefit  plans within the
          meaning of Title I of the Employee  Retirement  Income Security Act of
          1974,  as  amended,   but  is  not  a  trust  fund  that  includes  as
          participants individual retirement accounts or H.R. 10 plans.

          3.  The  term  "securities"  as  used  herein  does  not  include  (i)
securities of issuers that are affiliated  with the Buyer,  (ii) securities that
are part of an unsold allotment to or subscription by the Buyer, if the Buyer is
a dealer,  (iii) bank  deposit  notes and  certificates  of  deposit,  (iv) loan
participations,  (v) repurchase agreements, (vi) securities owned but subject to
a repurchase agreement and (vii) currency, interest rate and commodity swaps.

          4. For purposes of  determining  the  aggregate  amount of  securities
owned and/or invested on a discretionary  basis by the Buyer, the Buyer used the
cost of such  securities to the Buyer and did not include any of the  securities
referred to in the preceding  paragraph.  Further, in determining such aggregate
amount,  the Buyer may have included  securities  owned by  subsidiaries  of the
Buyer,  but only if such  subsidiaries  are  consolidated  with the Buyer in its
financial  statements  prepared in accordance with generally accepted accounting
principles  and if the  investments of such  subsidiaries  are managed under the
Buyer's direction.  However, such securities were not included if the Buyer is a
majority-owned,  consolidated  subsidiary of another enterprise and the Buyer is
not itself a reporting  company  under the  Securities  Exchange Act of 1934, as
amended.

                                      C-6

<PAGE>

          5. The  Buyer  acknowledges  that it is  familiar  with  Rule 144A and
understands  that the  seller to it and other  parties  related to the Rule 144A
Securities are relying and will continue to rely on the  statements  made herein
because one or more sales to the Buyer may be in reliance on Rule 144A.

                                    Will the Buyer be purchasing the Rule 144A
         ----------     ----------
            Yes             No      Securities only for the Buyer's own account?

          6. If the answer to the foregoing question is "no", the Buyer agrees
that, in connection with any purchase of securities sold to the Buyer for the
account of a third party (including any separate account) in reliance on Rule
144A, the Buyer will only purchase for the account of a third party that at the
time is a "qualified institutional buyer" within the meaning of Rule 144A. In
addition, the Buyer agrees that the Buyer will not purchase securities for a
third party unless the Buyer has obtained a current representation letter from
such third party or taken other appropriate steps contemplated by Rule 144A to
conclude that such third party independently meets the definition of "qualified
institutional buyer" set forth in Rule 144A.

          7.  The  Buyer  will   notify  each  of  the  parties  to  which  this
certification is made of any changes in the information and conclusions  herein.
Until such notice is given,  the Buyer's  purchase of Rule 144A  Securities will
constitute  a  reaffirmation  of  this  certification  as of the  date  of  such
purchase.

                                         ---------------------------------------
                                         Print Name of Buyer


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


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

                                      C-7
<PAGE>


                                                            ANNEX 2 TO EXHIBIT C

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

             [For Buyers That Are Registered Investment Companies]

          The  undersigned  hereby  certifies as follows in connection  with the
Rule 144A Investment Representation to which this certification is attached:

          1.  As  indicated  below,  the  undersigned  is the  President,  Chief
Financial  Officer or Senior Vice  President  of the Buyer or, if the Buyer is a
"qualified  institutional  buyer" as that term is defined in Rule 144A under the
Securities  Act of 1933  ("Rule  144A")  because  Buyer is part of a  Family  of
Investment Companies (as defined below), is such an officer of the Adviser.

          2. In connection  with  purchases by Buyer,  the Buyer is a "qualified
institutional  buyer"  as  defined  in Rule  144A  because  (i) the  Buyer is an
investment company registered under the Investment Company Act of 1940, and (ii)
as marked below, the Buyer alone, or the Buyer's Family of Investment Companies,
owned at least  $100,000,000 in securities  (other than the excluded  securities
referred to below) as of the end of the Buyer's  most recent  fiscal  year.  For
purposes  of  determining  the  amount of  securities  owned by the Buyer or the
Buyer's Family of Investment Companies, the cost of such securities was used.

          The Buyer owned $                      in  securities  (other than the
 ------                    --------------------
          excluded securities referred  to below) as of the end of the Buyer's
          most  recent  fiscal year (such amount being calculated in accordance
          with Rule 144A).

          The Buyer is part of a Family of Investment  Companies  which owned in
 ------   the  aggregate $                       in  securities  (other than the
                          ----------------------
          excluded securities referred  to below) as of the end of the Buyer's
          most  recent  fiscal year (such amount being calculated in accordance
          with Rule 144A).

          3. The term "Family of Investment  Companies" as used herein means two
or more registered  investment  companies (or series thereof) that have the same
investment  adviser or  investment  advisers that are  affiliated  (by virtue of
being majority owned  subsidiaries  of the same parent or because one investment
adviser is a majority owned subsidiary of the other).

          4.  The  term  "securities"  as  used  herein  does  not  include  (i)
securities  of  issuers  that are  affiliated  with the Buyer or are part of the
Buyer's Family of Investment Companies, (ii) bank deposit notes and certificates
of  deposit,  (iii)  loan  participations,   (iv)  repurchase  agreements,   (v)
securities  owned but  subject  to a  repurchase  agreement  and (vi)  currency,
interest rate and commodity swaps.

          5. The Buyer is familiar with Rule 144A and  understands  that each of
the parties to which this certification is made are relying and will continue to
rely on the  statements  made

                                      C-8

<PAGE>

herein  because one or more sales to the Buyer will be in reliance on Rule 144A.
In addition, the Buyer will only purchase for the Buyer's own account.

          6. The  undersigned  will  notify  each of the  parties  to which this
certification is made of any changes in the information and conclusions  herein.
Until such notice,  the Buyer's purchase of Rule 144A Securities will constitute
a reaffirmation of this  certification by the undersigned as of the date of such
purchase.

                                         ---------------------------------------
                                         Print Name of Buyer


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



                                         IF AN ADVISER:


                                         ---------------------------------------
                                         Print Name of Buyer


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


                                      C-9
<PAGE>



                                   EXHIBIT D

                     FORM OF INVESTOR REPRESENTATION LETTER


              ,
-------------   -----


Wachovia Asset Securitization, Inc.
8739 Research Drive
NC0121 Suite D
Charlotte, North Carolina 28288-0121

U.S. Bank National Association
180 East Fifth Street
St. Paul, Minnesota 55101
Attention: Corporate Trust Services - WASI -- 2003-HE2

Wachovia Bank, National Association
401 South Tryon Street-NC 1179,
Charlotte, NC 28288,
Attn:  Structure Finance Trust Services

          Re:       Wachovia Asset Securitization, Inc.
                    Asset-Backed Certificates, Series 2003-HE2
                    ------------------------------------------

Ladies and Gentlemen:

                               (the   "Purchaser")   intends  to  purchase  from
      ------------------------
                (the   "Seller")         %
---------------                  --------
Certificate Percentage Interest of Series 2003-HE2 (the "Certificates"),  issued
pursuant  to  the  trust  agreement  dated  as  of  July  2,  2003  (the  "Trust
Agreement"),  among  Wachovia  Asset  Securitization,  Inc.,  as depositor  (the
"Depositor")  and  Wilmington  Trust  Company,  as  owner  trustee  (the  "Owner
Trustee").  Capitalized  terms used herein that are not otherwise  defined shall
have the meanings  ascribed  thereto in Appendix A to the indenture  dated as of
July 2, 2003, among the Trust, the Paying Agent and the Indenture  Trustee.  The
Purchaser hereby certifies,  represents and warrants to, and covenants with, the
Depositor and the Certificate Registrar that:

                    1. The Purchaser  understands that (a) the Certificates have
          not been and will not be registered or qualified  under the Securities
          Act of 1933, as amended (the "Act"),  or any state securities law, (b)
          the   Company  is  not   required   to  so  register  or  qualify  the
          Certificates,  (c) the  Certificates  may be resold only if registered
          and  qualified  pursuant  to the  provisions  of the Act or any  state
          securities  law,  or  if  an  exemption  from  such  registration  and
          qualification   is  available,   (d)  the  Trust  Agreement   contains
          restrictions  regarding the transfer of the  Certificates  and (e) the
          Certificates will bear a legend to the foregoing effect.

                                      D-1

<PAGE>

                    2. The Purchaser is acquiring the  Certificates  for its own
          account  for  investment  only  and not  with a view to or for sale in
          connection  with any  distribution  thereof in any  manner  that would
          violate the Act or any applicable state securities laws.

                    3.  The  Purchaser  is  (a)  a  substantial,   sophisticated
          institutional   investor  having  such  knowledge  and  experience  in
          financial and business  matters,  and, in particular,  in such matters
          related to  securities  similar to the  Certificates,  such that it is
          capable  of  evaluating  the  merits  and risks of  investment  in the
          Certificates,  (b)  able  to  bear  the  economic  risks  of  such  an
          investment and (c) an "accredited investor" within the meaning of Rule
          501(a) promulgated pursuant to the Act.

                    4. The Purchaser  has been  furnished  with,  and has had an
          opportunity  to review a copy of the Trust  Agreement  and such  other
          information  concerning the  Certificates,  the Mortgage Loans and the
          Depositor as has been requested by the Purchaser from the Depositor or
          the Seller and is relevant to the Purchaser's decision to purchase the
          Certificates.  The Purchaser  has had any questions  arising from such
          review answered by the Depositor or the Seller to the  satisfaction of
          the Purchaser.

                    5. The  Purchaser has not and will not nor has it authorized
          or will it authorize any person to (a) offer, pledge, sell, dispose of
          or otherwise transfer any Certificate, any interest in any Certificate
          or any other similar security to any person in any manner, (b) solicit
          any offer to buy or to accept a pledge,  disposition of other transfer
          of any  Certificate,  any  interest  in any  Certificate  or any other
          similar security from any person in any manner, (c) otherwise approach
          or  negotiate  with  respect to any  Certificate,  any interest in any
          Certificate  or any  other  similar  security  with any  person in any
          manner,  (d)  make  any  general  solicitation  by  means  of  general
          advertising or in any other manner or (e) take any other action,  that
          (as to any of (a) through (d) above) would  constitute a  distribution
          of any Certificate under the Act, that would render the disposition of
          any  Certificate  a  violation  of  Section  5 of the Act or any state
          securities law, or that would require  registration  or  qualification
          pursuant  thereto.  The Purchaser will not sell or otherwise  transfer
          any of the  Certificates,  except in compliance with the provisions of
          the Trust Agreement.

                    6. The Purchaser represents:

                       (i) that either (a) or (b) is satisfied, as marked below:

                              a. The Purchaser is not any employee  benefit plan
                       -----
                    subject to the Employee  Retirement  Income  Security Act of
                    1974, as amended ("ERISA"),  or the Internal Revenue Code of
                    1986, as amended (the "Code"), a Person acting,  directly or
                    indirectly,  on  behalf  of any  such  plan  or  any  Person
                    acquiring  such  Certificates  with "plan  assets" of a Plan
                    within the meaning of the  Department  of Labor  Regulations
                    Section 2510.3-101; or

                              b. The Purchaser will provide the  Depositor,  the
                       -----
                    Owner Trustee, the Certificate  Registrar,  the Enhancer and
                    the  Servicer  with  either:  (x)  an  opinion  of  counsel,
                    satisfactory  to  the  Depositor,  the  Owner  Trustee,  the

                                      D-2

<PAGE>

                    Certificate Registrar, the Enhancer and the Servicer, to the
                    effect that the purchase and holding of a Certificate  by or
                    on behalf of the Purchaser is permissible  under  applicable
                    law,   will  not   constitute  or  result  in  a  prohibited
                    transaction  under  Section 406 of ERISA or Section  4975 of
                    the  Code  (or  comparable   provisions  of  any  subsequent
                    enactments)  and will not subject the  Depositor,  the Owner
                    Trustee, the Certificate  Registrar,  the Certificate Paying
                    Agent,  the  Enhancer or the Servicer to any  obligation  or
                    liability (including liabilities under ERISA or Section 4975
                    of the Code) in  addition to those  undertaken  in the Trust
                    Agreement,  which opinion of counsel shall not be an expense
                    of  the  Depositor,   the  Owner  Trustee,  the  Certificate
                    Registrar,  the Enhancer or the Servicer;  or (y) in lieu of
                    such  opinion of  counsel,  a  certification  in the form of
                    Exhibit G to the Trust Agreement; and

                    (ii)  the   Purchaser  is  familiar   with  the   prohibited
          transaction restrictions and fiduciary responsibility  requirements of
          Sections  406 and 407 of  ERISA  and  Section  4975  of the  Code  and
          understands  that each of the parties to which this  certification  is
          made is relying and will  continue to rely on the  statements  made in
          this paragraph 6.

                    7. The Purchaser is not a non-United States person.


                                         Very truly yours,


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


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

                                      D-3

<PAGE>


                                   EXHIBIT E

                    FORM OF TRANSFEROR REPRESENTATION LETTER

                ,
---------------  -------


Wachovia Asset Securitization, Inc.
8739 Research Drive
NC0121 Suite D
Charlotte, North Carolina 28288-0121

U.S. Bank National Association
180 East Fifth Street
St. Paul, Minnesota 55101
Attention: Corporate Trust Services - WASI -- 2003-HE2

Wachovia Bank, National Association
401 South Tryon Street-NC 1179,
Charlotte, NC 28288,
Attn:  Structure Finance Trust Services

          Re:       Wachovia Asset Securitization, Inc.
                    Asset-Backed Certificates, Series 2003-HE2
                    ------------------------------------------

Ladies and Gentlemen:

                    (the  "Purchaser")  intends to purchase from
      -------------                                              -------------
(the  "Seller")       %
               ------
a Percentage Interest of Certificates of Series  2003-HE2 (the  "Certificates"),
issued  pursuant  to the trust  agreement  dated as of July 2, 2003 (the  "Trust
Agreement"),  among  Wachovia  Asset  Securitization,  Inc.,  as depositor  (the
"Depositor"),  and  Wilmington  Trust  Company,  as owner  trustee  (the  "Owner
Trustee").  Capitalized  terms used herein that are not otherwise  defined shall
have the meanings  ascribed  thereto in Appendix A to the indenture  dated as of
July 2, 2003, among the Trust, the Paying Agent and the Indenture  Trustee.  The
Seller hereby  certifies,  represents  and warrants to, and covenants  with, the
Depositor and the Certificate Registrar that:

     Neither  the  Seller  nor  anyone  acting on its  behalf  has (a)  offered,
pledged,  sold,  disposed  of or  otherwise  transferred  any  Certificate,  any
interest in any  Certificate or any other similar  security to any person in any
manner, (b) has solicited any offer to buy or to accept a pledge, disposition or
other transfer of any Certificate,  any interest in any Certificate or any other
similar security from any person in any manner, (c) has otherwise  approached or
negotiated with respect to any  Certificate,  any interest in any Certificate or
any other  similar  security  with any  person in any  manner,  (d) has made any
general  solicitation by means of general advertising or in any other manner, or
(e) has taken any other action,  that (as to any of (a) through (e) above) would
constitute a distribution of the  Certificates  under the Securities Act of 1933
(the "Act"), that

                                      E-1

<PAGE>

would render the  disposition of any Certificate a violation of Section 5 of the
Act or  any  state  securities  law,  or  that  would  require  registration  or
qualification pursuant thereto.

The Seller will not act, in any manner set forth in the foregoing sentence with
respect to any Certificate. The Seller has not and will not sell or otherwise
transfer any of the Certificates, except in compliance with the provisions of
the Trust Agreement.

                                         Very truly yours,


                                         ---------------------------------------
                                         (Seller)



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

                                      E-2

<PAGE>


                                    EXHIBIT F

                   FORM OF CERTIFICATE OF NON-FOREIGN STATUS

     This  Certificate  of Non-Foreign  Status is delivered  pursuant to Section
3.09 of the trust  agreement  dated as of July 2, 2003 (the "Trust  Agreement"),
among Wachovia Asset Securitization,  Inc., as depositor (the "Depositor"),  and
Wilmington Trust Company,  as owner trustee,  in connection with the acquisition
of, transfer to or possession by the  undersigned,  whether as beneficial  owner
(the  "Beneficial  Owner"),  or  nominee  on behalf of the  Beneficial  Owner of
Wachovia Asset Securitization,  Inc. Asset-Backed Certificates,  Series 2003-HE2
(the  "Certificates").  Capitalized  terms used  herein  that are not  otherwise
defined shall have the meanings  ascribed thereto in Appendix A to the indenture
dated as of July 2, 2003,  among the Trust,  the Paying Agent and the  Indenture
Trustee.

     Each holder must complete Part I, Part II (if the holder is a nominee), and
in all cases sign and otherwise complete Part III.

     In addition,  each holder shall submit with the Certificate an IRS Form W-9
relating to such holder.

     To confirm to the Trust that the provisions of Sections 871, 881 or 1446 of
the Internal  Revenue Code (relating to withholding tax on foreign  partners) do
not  apply  in  respect  of  the  Certificates  held  by  the  undersigned,  the
undersigned hereby certifies:

Part I - Complete Either A or B

          A.   Individual as Beneficial Owner

               1.   I am (the Beneficial Owner is ) not a non-resident alien for
                    purposes of U.S. income taxation;

               2.   My (the Beneficial Owner's) name and home address are:

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

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

                                                         ; and
                    -------------------------------------

               3.   My (the  Beneficial  Owner's) U.S.  taxpayer  identification
                    number (Social Security Number) is                         .
                                                      ------------------------

          B.   Corporate, Partnership or Other Entity as Beneficial Owner

               1.                        (Name of the Beneficial Owner) is not a
                    -------------------
                    foreign corporation, foreign  partnership,  foreign  trust
                    or foreign  estate (as those terms are defined in the Code
                    and Treasury Regulations;

               2.   The   Beneficial   Owner's   office  address  and  place  of
                    incorporation (if applicable) is

                                      F-1

<PAGE>

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

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

                                                         ; and
                    -------------------------------------


               3.   The Beneficial Owner's U.S. employer  identification  number
                    is                         .
                         ---------------------

Part II - Nominees

     If the undersigned is the nominee for the Beneficial Owner, the undersigned
certifies  that this  Certificate  has been made in  reliance  upon  information
contained in:

                an IRS Form W-9
         ------

                a form such as this or substantially similar
         ------

provided to the  undersigned  by an appropriate  person and (i) the  undersigned
agrees to notify the Trust at least  thirty (30) days prior to the date that the
form  relied  upon  becomes  obsolete,  and (ii) in  connection  with  change in
Beneficial  Owners,  the  undersigned  agrees  to  submit a new  Certificate  of
Non-Foreign Status to the Trust promptly after such change.

Part III - Declaration

     The undersigned,  as the Beneficial  Owner or a nominee thereof,  agrees to
notify the Trust  within sixty (60) days of the date that the  Beneficial  Owner
becomes a foreign person. The undersigned  understands that this certificate may
be  disclosed  to the  Internal  Revenue  Service  by the  Trust  and any  false
statement contained therein could be punishable by fines, imprisonment or both.

     Under penalties of perjury, I declare that I have examined this certificate
and to the best of my knowledge and belief it is true,  correct and complete and
will  further  declare  that I will  inform  the  Trust  of  any  change  in the
information  provided above,  and, if applicable,  I further declare that I have
the authority* to sign this document.


-----------------------------------
               Name



-----------------------------------
      Title (if applicable)



-----------------------------------
          Signature and Date

*NOTE:  If signed  pursuant to a power of attorney,  the power of attorney  must
accompany this certificate.

                                      F-2

<PAGE>


                                   EXHIBIT G

                      FORM OF ERISA REPRESENTATION LETTER

                          ,

Wachovia Asset Securitization, Inc.
8739 Research Drive
NC0121 Suite D
Charlotte, North Carolina 28288-0121

Wilmington Trust Company
Rodney Square North
1100 North Market Street
Wilmington, Delaware 19890

Wachovia Bank, National Association
One Wachovia Center
301 South College Street
Charlotte, North Carolina 28288

U.S. Bank National Association
180 East Fifth Street
St. Paul, Minnesota 55101
Attention: Corporate Trust Services - WASI -- 2003-HE2]

               Re:  Wachovia Asset Securitization, Inc.
                    Asset-Backed Certificates, Series 2003-HE2
                    ------------------------------------------

Dear Sirs:

                                (the  "Transferee")   intends  to  acquire
      -------------------------
from                               (the  "Transferor")  a           % Percentage
      -------------------------                           ---------
Interest  of  Wachovia  Asset Securitization,   Inc.  Asset-Backed Certificates,
Series 2003-HE2 (the "Certificates"), issued pursuant to a trust agreement dated
as of July 2, 2003, among Wachovia Asset  Securitization,  Inc., as depositor
(the "Depositor"),  and Wilmington Trust Company,  as owner trustee (the "Owner
Trustee").  Capitalized  terms used  herein that are not otherwise defined shall
have the meanings  ascribed thereto in Appendix A to the indenture dated as of
July 2, 2003,  among the Trust,  the Paying Agent and the  Indenture Trustee.

     The Transferee hereby certifies,  represents and warrants to, and covenants
with, the Depositor,  the Owner Trustee, the Certificate Registrar, the Enhancer
and the Servicer that:

     The Certificates (i) are not being acquired by, and will not be transferred
     to, any  employee  benefit  plan within the meaning of Section  3(3) of the
     Employee  Retirement Income Security Act of 1974, as amended ("ERISA"),  or
     other retirement arrangement,

                                      G-1

<PAGE>

     including  individual  retirement  accounts and annuities,  Keogh plans and
     bank collective  investment funds and insurance company general or separate
     accounts in which such plans,  accounts or arrangements are invested,  that
     is subject to Section 406 of ERISA or Section 4975 of the Internal  Revenue
     Code of 1986,  as amended (the "Code")  (any of the  foregoing,  a "Plan"),
     (ii) are not being acquired with "plan assets" of a Plan within the meaning
     of the  Department of Labor ("DOL")  Regulations  Section  2510.3-101,  and
     (iii) will not be  transferred to any entity that is deemed to be investing
     in  plan  assets  within  the  meaning  of  the  DOL  Regulations   Section
     2510.3-101.

          The   Transferee   is  familiar   with  the   prohibited   transaction
     restrictions and fiduciary responsibility  requirements of Sections 406 and
     407 of ERISA and Section 4975 of the Code and understands  that each of the
     parties to which this certification is made is relying and will continue to
     rely on the statements made herein.

                                            Very truly yours,


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


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


                                      G-2

<PAGE>


                                   EXHIBIT H

                         FORM OF REPRESENTATION LETTER

                          ,

Wachovia Asset Securitization, Inc.
8739 Research Drive
NC0121 Suite D
Charlotte, North Carolina 28288-0121

Wilmington Trust Company
Rodney Square North
1100 North Market Street
Wilmington, Delaware 19890

Wachovia Bank, National Association
One Wachovia Center
301 South College Street
Charlotte, North Carolina 28288

U.S. Bank National Association
180 East Fifth Street
St. Paul, Minnesota 55101
Attention: Corporate Trust Services - WASI -- 2003-HE2

               Re:  Wachovia Asset Securitization, Inc.
                    Asset-Backed Certificates, Series 2003-HE2
                    ------------------------------------------

Dear Sirs:

                                      (the  "Transferee")   intends  to  acquire
              ----------------------
from                      (the  "Transferor") a        % Percentage  Interest of
     -----------------                          ------
of  Wachovia  Asset   Securitization,   Inc.  Asset-Backed Certificates,  Series
2003-HE2 (the "Certificates"),  issued pursuant to a trust agreement  dated as
of July 2, 2003 (the "Trust Agreement"),  Wachovia  Asset Securitization,  Inc.,
as depositor (the "Depositor"), and Wilmington  Trust Company,  as owner trustee
the "Owner Trustee").  Capitalized terms used herein that are not  otherwise
defined  shall have the  meanings  ascribed  thereto in Appendix  A to the
indenture  dated as of July 2, 2003, among the Trust, the Paying Agent and the
Indenture Trustee.

     The Transferee hereby certifies,  represents and warrants to, and covenants
with,  the  Depositor,  the Owner  Trustee,  the  Certificate  Registrar and the
Servicer that:

          (1) the Transferee is acquiring the Certificate for its own behalf and
     is not  acting  as agent or  custodian  for any  other  person or entity in
     connection with such acquisition; and

                                      H-1

<PAGE>

          (2)  the  Transferee  is  not  a  partnership,   grantor  trust  or  S
     corporation  for federal  income tax purposes,  or, if the  Transferee is a
     partnership,  grantor  trust  or  S  corporation  for  federal  income  tax
     purposes,  the  Certificates  are not more  than 50% of the  assets  of the
     partnership, grantor trust or S corporation.

                                            Very truly yours,


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



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

                                      H-2


<PAGE>


                                   EXHIBIT I

                            FORM OF ADDITION NOTICE

DATE:

U.S. Bank National Association              Standard & Poor's, a division of
180 East Fifth Street                       The McGraw-Hill Companies, Inc.
St. Paul, Minnesota 55101                   26 Broadway
Attention: Corporate Trust Services         New York, New York 10004-1064
WASI -- 2003-HE2

Wachovia Asset Securitization, Inc.         Moody's Investors Service, Inc.
 2003-HE2 Trust                             99 Church Street
c/o Wilmington Trust Company,               New York, New York 10007
 as Owner Trustee
Rodney Square North
1100 North Market Street
Wilmington, Delaware 19890-0001
Attn: Corporate Trust Administration

Wachovia Bank, National Association         Wilmington Trust Company
401 South Tryon Street-NC 1179,             Rodney Square North
Charlotte, NC 28288,                        1100 North Market Street
Attn:  Structure Finance Trust Services     Wilmington, Delaware 19890-0001

                    Re:  WACHOVIA ASSET SECURITIZATION, INC.
                         -----------------------------------

Ladies and Gentlemen:

     Pursuant to Section 3.05 of the Trust  Agreement,  dated as of July 2, 2003
(the "Trust  Agreement"),  among and Wachovia  Asset  Securitization,  Inc.,  as
Depositor and Wachovia Asset Securitization, Inc. 2003-HE2 Trust, as Issuer, the
Depositor, the Issuer has designated the Subsequent Mortgage Loans identified on
the Mortgage Loan Schedule  attached hereto to be sold to the Issuer
on           ,      , with an aggregate  Principal  Balance of $               .
  ----------   ----                                             --------------
Capitalized terms not otherwise defined herein have the meaning set forth in the
Appendix A  to  the Indenture  dated  as of July 2,  2003,  among  the  Issuer,
the  Paying  Agent and U.S.  Bank  National Association, as indenture trustee.

                                      I-1

<PAGE>

     Please  acknowledge  your  receipt  of this  notice by  countersigning  the
enclosed copy in the space  indicated below and returning it to the attention of
the undersigned.

                                         Very truly yours,

                                         WACHOVIA ASSET SECURITIZATION, INC.,
                                           2003-HE2 TRUST, as Issuer


                                         By: Wilmington Trust Company, not in
                                             its individual capacity but solely
                                             as Owner Trustee


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


                                         WACHOVIA ASSET SECURITIZATION, INC.
                                           as Depositor


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


<PAGE>




                                   EXHIBIT J

                           FORM OF TRANSFER AGREEMENT

     Pursuant to this Subsequent Transfer Agreement No. (the "Agreement"), dated
as  of  ,  ,  among  Wachovia  Asset   Securitization,   Inc.,  as  seller  (the
"Depositor"),  and  Wachovia  Asset  Securitization,  Inc.  2003-HE2  Trust (the
"Issuer")  and  pursuant  to the Trust  Agreement  dated as of July 2, 2003 (the
"Trust  Agreement"),  among the Depositor and the Issuer,  the Depositor and the
Issuer agree to the sale by the  Depositor and the purchase by the Issuer of the
mortgage loans listed on the attached Schedule of Subsequent Mortgage Loans (the
"Subsequent Mortgage Loans").

     Capitalized  terms  used  and not  defined  herein  have  their  respective
meanings as set forth in Appendix A to the  Indenture  dated as of July 2, 2003,
among the Issuer,  Wachovia  Bank,  National  Association,  as Paying Agent (the
"Paying Agent") and U.S. Bank National  Association,  as indenture  trustee (the
"Indenture  Trustee"),  which meanings are incorporated by reference herein. All
other capitalized terms used herein shall have the meanings specified herein.

     Section 1. Sale of Subsequent Mortgage Loans.

     (a) The Depositor,  by the execution and delivery of this  Agreement,  does
hereby sell,  assign,  set over,  and  otherwise  convey to the Issuer,  without
recourse (except as expressly  provided herein and in the Trust Agreement),  all
of its right,  title and  interest,  whether now owned or existing or  hereafter
created,  arising,  or  acquired,  in,  to and  under  the  following:  (i)  the
Subsequent  Mortgage  Loans  identified on the Mortgage  Loan Schedule  attached
hereto as Attachment B and the other  related  Subsequent  Transferred  Property
purchased by the Depositor from the Seller  pursuant to the Purchase  Agreement;
provided,  however,  that the Issuer does not assume any obligations  (including
any  obligations  to  fund  Draws)  arising  under  or  related  to the  Related
Documents.  Such conveyance  shall be deemed to be made: (1) with respect to the
Cut-Off Date Principal Balances,  with respect to the Subsequent Mortgage Loans,
as of the related  Subsequent  Transfer Date; and (2) with respect to the amount
of each Additional  Balance created on or after the Subsequent  Cut-Off Date and
prior to the commencement of the Rapid  Amortization  Period, as of the later of
the related Subsequent Cut-Off Date and the date that the corresponding Draw was
made  pursuant  to the  related  Loan  Agreement,  subject to the receipt by the
Depositor of consideration therefore as provided in Section 3.02(c) of the Trust
Agreement. The Depositor, contemporaneously with the delivery of this Agreement,
has  delivered  or caused to be  delivered  to the Issuer each item set forth in
Section 3.04 of the Trust Agreement.

     The  transfer to the Issuer by the  Depositor  of the  Subsequent  Mortgage
Loans identified on the Mortgage Loan Schedule shall be absolute and is intended
by the parties hereto to constitute a sale by the Depositor to the Issuer on the
Subsequent Transfer Date of all the Depositor's right, title and interest in and
to the  Subsequent  Mortgage  Loans,  and other related  Subsequent  Transferred
Property  as  and  to  the  extent   described  above,  and  the  Issuer  hereby
acknowledges  such transfer.  In the event the transactions set forth herein are
deemed not to be a sale,  the  Depositor  hereby grants to the Issuer a security
interest in all of the Depositor's right, title and interest,  whether now owned
or hereafter acquired,  in, to and under the Subsequent  Transferred Property to
secure all of the Depositor's  obligations  hereunder,  and this Agreement shall
and hereby does  constitute  a security  agreement  under  applicable  law.  The
Depositor

<PAGE>

agrees to take or cause to be taken such actions and to execute such  documents,
including  without  limitation the  authorization and filing of any continuation
statements  with respect to the UCC financing  statements  filed with respect to
the Subsequent  Transferred  Property by the Depositor on the related Subsequent
Transfer Date, if any, and any amendments  thereto  required to reflect a change
in the  name or  corporate  structure  of the  Depositor  or the  filing  of any
additional UCC financing statements due to the change in the principal office or
jurisdiction  of  organization  of the Depositor as are necessary to perfect and
protect the  Issuer's  interests in the  Subsequent  Transferred  Property.  The
Depositor shall file any such continuation  statements or amendments on a timely
basis.

     (b) The  expenses  and costs  relating to the  delivery  of the  Subsequent
Mortgage Loans and the related Subsequent  Transferred Property,  this Agreement
and the Mortgage Loan Purchase Agreement shall be borne by the Depositor.

     (c) Additional terms of the sale are set forth on Attachment A hereto.

     Section 2. Conditions Precedent; Assignment.

     (a) The Depositor hereby affirms the representations and warranties made by
it and set forth in Section  2.09 of the Trust  Agreement as of the date hereof.
The Depositor  hereby  confirms that each of the conditions set forth in Section
2.2(b) of the Mortgage Loan Purchase Agreement have been satisfied in connection
with the Subsequent Transfer Agreement,  dated as of the date hereof,  among the
Seller  and  the  Depositor  as  Purchaser  and  Section  3.05(c)  of the  Trust
Agreement, respectively, are satisfied as of the date hereof.

     (b) The  Depositor is solvent,  is able to pay its debts as they become due
and has  capital  sufficient  to  carry  on its  business  and  its  obligations
hereunder;  it will not be rendered  insolvent by the  execution and delivery of
this  Instrument or by the  performance of its  obligations  hereunder nor is it
aware  of  any  pending  insolvency;  no  petition  of  bankruptcy  (or  similar
insolvency  proceeding)  has been filed by or against the Depositor prior to the
date hereof.

     (c) All  terms  and  conditions  of the  Trust  Agreement  relating  to the
Subsequent Mortgage Loans are hereby ratified and confirmed;  provided, however,
that in the event of any conflict the provisions of this Agreement shall control
over the conflicting provisions of the Mortgage Loan Purchase Agreement.

     (d) The  Depositor  hereby  assigns to the  Issuer  all of the  Depositor's
right, title and interest to and under the Subsequent Transfer Agreement,  dated
as of                 ,    among the  Seller  and the  Depositor  as  Purchaser,
     ----------- ----  ---
including  the  Depositor's  right to  enforce  the  obligations  of the  Seller
thereunder  (including the Seller's  obligation to repurchase  Mortgage Loans as
the result of a breach of the Seller's  representations  and  warranties in such
Subsequent Transfer Agreement and the Purchase Agreement).

     Section 3. GOVERNING LAW. THIS INSTRUMENT  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 4.  Counterparts.  This Instrument may be executed in counterparts,
each of which, when so executed,  shall be deemed to be an original and together
shall constitute one and the same instrument.

<PAGE>

     Section 5.  Successors  and  Assigns.  This  Agreement  shall  inure to the
benefit  of and be  binding  upon the  Depositor  and the  Purchaser  and  their
respective successors and assigns.

                                         WACHOVIA ASSET SECURITIZATION, INC.,
                                           as Depositor


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



                                         WACHOVIA ASSET SECURITIZATION, INC.
                                           2003-HE2 TRUST, as Issuer


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




Acknowledged and Accepted:

U.S. Bank National Association,
  not in its individual capacity
  but solely as Indenture Trustee

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

                                   Attachments
                                   -----------

A.   Additional terms of sale.

B.   Schedule of Subsequent Mortgage Loans.

C.   Depositor's Officer's Certificate.


<PAGE>


               WACHOVIA ASSET SECURITIZATION, INC. 2002-HE1 TRUST

             ATTACHMENT A TO FORM OF SUBSEQUENT TRANSFER AGREEMENT

                               ------------, ----


A.

     1.   Subsequent Cut-Off Date:

     2.   Pricing Date:

     3.   Subsequent Transfer Date:

     4.   Aggregate Principal Balance of the Subsequent Mortgage Loans as of the
          Subsequent Cut-Off Date:

     5.   Purchase  Price:                                               100.00%


B.

As to all Subsequent  Mortgage  Loans:

     1.   Longest stated term to maturity:                                months
                                                                   ------
     2.   Minimum Loan Rate:                                              %
                                                                   ------
     3.   Maximum Loan Rate:                                              %
                                                                   ------