================================================================================


                        OPTEUM MORTGAGE ACCEPTANCE CORP.


                                   Depositor,


                            [NAME OF MASTER SERVICER]


                                Master Servicer,


                                       and

                               [NAME OF TRUSTEE],

                                     Trustee


                         POOLING AND SERVICING AGREEMENT
                         Dated as of_____________1, 200_


                       Mortgage Pass-Through Certificates
                                 Series 200_-__


================================================================================


<PAGE>


                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
ARTICLE I DEFINITIONS
<S>                   <C>
SECTION 1.01.         Defined Terms.........................................................................

ARTICLE II CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES

SECTION 2.02.         Acceptance of the Trust Fund by the Trustee...........................................
SECTION 2.03.         Representations, Warranties and Covenants of the Master  Servicer and the Depositor...
SECTION 2.04.         Representations and Warranties of the Seller; Repurchase  and Substitution............
SECTION 2.05.         Issuance of Certificates Evidencing Interests in the Trust  Fund......................
SECTION 2.06.         Purposes and Powers of the Trust......................................................

ARTICLE III ADMINISTRATION AND SERVICING OF THE TRUST FUND

SECTION 3.01.         Master Servicer to Act as Master Servicer.............................................
SECTION 3.02.         Sub-Servicing Agreements Between Master Servicer and Sub-Servicers....................
SECTION 3.03.         Successor Sub-Servicers...............................................................
SECTION 3.04.         Liability of the Master Servicer......................................................
SECTION 3.05.         No Contractual Relationship Between Sub-Servicers and  Trustee or Certificateholders..
SECTION 3.06.         Assumption or Termination of Sub-Servicing Agreements by  Trustee.....................
SECTION 3.07.         Collection of Certain Mortgage Loan Payments..........................................
SECTION 3.08.         Sub-Servicing Accounts................................................................
SECTION 3.09.         Collection of Taxes, Assessments and Similar Items;  Servicing Accounts...............
SECTION 3.10.         Custodial Account.....................................................................
SECTION 3.11.         Permitted Withdrawals From the Custodial Account......................................
SECTION 3.12.         Permitted Instruments.................................................................
SECTION 3.13.         Maintenance of Primary Mortgage Insurance and Primary Hazard Insurance................
SECTION 3.14.         Enforcement of Due-on-Sale Clauses; Assumption Agreements.............................
SECTION 3.15.         Realization Upon Defaulted Mortgage Loans.............................................
SECTION 3.16.         Trustee to Cooperate; Release of Mortgage Files.......................................
SECTION 3.17.         Servicing Compensation................................................................
SECTION 3.18.         Maintenance of Certain Servicing Policies.............................................
SECTION 3.19.         Annual Statement as to Compliance.....................................................
SECTION 3.20.         Assessments of Compliance and Attestation Reports.....................................
SECTION 3.21.         Access to Certain Documentation.......................................................
SECTION 3.22.         Title, Conservation and Disposition of REO Property...................................
SECTION 3.23.         Additional Obligations of the Master Servicer.........................................
SECTION 3.24.         Additional Obligations of the Depositor...............................................
SECTION 3.25.         Intention of the Parties and Interpretation...........................................

ARTICLE IV PAYMENTS TO CERTIFICATEHOLDERS

SECTION 4.01.         Certificate Account; Distributions....................................................
SECTION 4.02.         Statements to Certificateholders......................................................
SECTION 4.03.         Remittance Reports; Advances by the Master Servicer...................................
SECTION 4.04.         Allocation of Realized Losses.........................................................
SECTION 4.05.         Information Reports to be Filed by the Master Servicer................................
SECTION 4.06.         Compliance with Withholding Requirements..............................................

ARTICLE V THE CERTIFICATES

SECTION 5.01.         The Certificates......................................................................
SECTION 5.02.         Registration of Transfer and Exchange of Certificates.................................
SECTION 5.03.         Mutilated, Destroyed, Lost or Stolen Certificates.....................................
SECTION 5.04.         Persons Deemed Owners.................................................................

ARTICLE VI THE DEPOSITOR AND THE MASTER SERVICER

SECTION 6.01.         Liability of the Depositor and the Master Servicer....................................
SECTION 6.02.         Merger, Consolidation or Conversion of the Depositor or the Master Servicer...........
SECTION 6.03.         Limitation on Liability of the Depositor, the Master Servicer and Others..............
SECTION 6.04.         Limitation on Resignation of the Master Servicer......................................

ARTICLE VII DEFAULT

SECTION 7.01.         Events of Default.....................................................................
SECTION 7.02.         Trustee to Act; Appointment of Successor..............................................
SECTION 7.03.         Notification to Certificateholders....................................................
SECTION 7.04.         Waiver of Events of Default...........................................................

ARTICLE VIII CONCERNING THE TRUSTEE

SECTION 8.01.         Duties of Trustee.....................................................................
SECTION 8.02.         Certain Matters Affecting the Trustee.................................................
SECTION 8.03.         Trustee Not Liable for Certificates or Mortgage Loans.................................
SECTION 8.04.         Trustee May Own Certificates..........................................................
SECTION 8.05.         Payment of Trustee's Fees.............................................................
SECTION 8.06.         Eligibility Requirements for Trustee..................................................
SECTION 8.07.         Resignation and Removal of the Trustee................................................
SECTION 8.08.         Successor Trustee.....................................................................
SECTION 8.09.         Merger or Consolidation of Trustee....................................................
SECTION 8.10.         Appointment of Co-Trustee or Separate Trustee.........................................
SECTION 8.11.         Commission Reporting..................................................................

ARTICLE IX TERMINATION

SECTION 9.01.         Termination Upon Repurchase or Liquidation of All Mortgage Loans......................
SECTION 9.02.         Additional Termination Requirements...................................................

ARTICLE X REMIC PROVISIONS

SECTION 10.01.        REMIC Administration..................................................................
SECTION 10.02.        Prohibited Transactions and Activities................................................
SECTION 10.03.        Master Servicer and Trustee Indemnification...........................................

ARTICLE XI MISCELLANEOUS PROVISIONS

SECTION 11.01.        Amendment.............................................................................
SECTION 11.02.        Recordation of Agreement; Counterparts................................................
SECTION 11.03.        Limitation on Rights of Certificateholders............................................
SECTION 11.04.        Governing Law.........................................................................
SECTION 11.05.        Notices...............................................................................
SECTION 11.06.        Severability of Provisions............................................................
SECTION 11.07.        Successors and Assigns; Third Party Beneficiary.......................................
SECTION 11.08.        Article and Section Headings..........................................................
SECTION 11.09.        Notice to Rating Agencies and Certificateholder.......................................

Exhibit A-1           Form of Class A Certificate
Exhibit A-2           Form of Class B Certificate
Exhibit B             Form of Class R Certificate
Exhibit C             Form of Trustee Initial Certification
Exhibit D             Form of Trustee Final Certification
Exhibit E             Form of Remittance Report
Exhibit F-1           Request for Release
Exhibit F-2           Request for Release for Mortgage Loans Paid in Full
Exhibit G-1           Form of Investor Representation Letter
Exhibit G-2           Form of Transferor Representation Letter
Exhibit G-3           Transferor Affidavit and Agreement in connection with transfer of Residual Certificates
Exhibit G-4           Form of Transferor Certificate
Exhibit G-5           Form of Investor Representation Letter for Insurance Companies
Exhibit H             Mortgage Loan Schedule
Exhibit I             Seller's Warranty Certificate
Exhibit J             Form of Notice Under Section 3.24
Exhibit K             Form of Depositor Certification
Exhibit L             Form of Trustee Certification
Exhibit M             Form of Servicer Certification
Exhibit N             Form 10-D, Form 8-K and Form 10-K Reporting Responsibility
Exhibit CC            Servicing Criteria to Be Addressed in Assessment of Compliance
</TABLE>



<PAGE>


         This Pooling and Servicing Agreement, effective as of _______________
1, 200_, among OPTEUM MORTGAGE ACCEPTANCE CORP., as the depositor (together with
its permitted successors and assigns, the "Depositor"), [NAME OF MASTER
SERVICER], as master servicer (together with its permitted successors and
assigns, the "Master Servicer"), and [NAME OF TRUSTEE], as trustee (together
with its permitted successors and assigns, the "Trustee"),

                             PRELIMINARY STATEMENT:

         The Depositor intends to sell mortgage pass-through certificates
(collectively, the "Certificates"), to be issued hereunder in multiple classes
(each, a "Class"), which in the aggregate will evidence the entire beneficial
ownership interest in the Mortgage Loans (as defined herein). As provided
herein, the Master Servicer will make an election to treat the segregated pool
of assets described in the definition of Trust Fund (as defined herein), and
subject to this Agreement (including the Mortgage Loans but excluding the
Initial Monthly Payment Deposit), as a real estate mortgage investment conduit
(a "REMIC") for federal income tax purposes, and such segregated pool of assets
will be designated as the "Trust Fund." The Class A-1, Class A-2, Class A-3,
Class A-4, Class A-5, Class A-6, Class A-7 and Class B Certificates will
represent ownership of "regular interests" in the Trust Fund, and the Class R
Certificates will be the sole class of "residual interests" therein, for
purposes of the REMIC Provisions (as defined herein) under federal income tax
law.

         The following table sets forth the designation, type, Pass-Through
Rate, aggregate Initial Certificate Principal Balance, initial ratings and
certain features for each Class of Certificates comprising the interests in the
Trust Fund created hereunder.

                       AGGREGATE INITIAL PASS-CERTIFICATE
               INITIAL RATINGS THROUGH PRINCIPAL DESCRIPTION TYPE
                              RATE BALANCE FEATURES


                               [INSERT TABLE HERE]


         The Mortgage Loans have an aggregate Stated Principal Balance as of the
Cut-off Date equal to $___________. The Mortgage Loans are fixed rate mortgage
loans having terms to maturity at origination or modification of not more than
30 years.

         In consideration of the mutual agreements herein contained, the
Depositor, the Master Servicer and the Trustee agree as follows:

                                    ARTICLE I

                                   DEFINITIONS

         SECTION 1.01 Defined Terms.

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

         "Accrued Certificate Interest": With respect to each Distribution Date,
as to any Class A Certificate (other than the Class A-5 Certificates and Class
A-7 Certificates) or any Class B Certificate, one month's interest accrued at
the then applicable Pass-Through Rate on the Certificate Principal Balance
thereof immediately prior to such Distribution Date. With respect to each
Distribution Date, as to the Class A-5 Certificates and Class A-7 Certificates,
one month's interest accrued at the then applicable Pass-Through Rate on the
Notional Amount thereof immediately prior to such Distribution Date. Accrued
Certificate Interest will be calculated on the basis of a 360-day year
consisting of twelve 30-day months. In each case Accrued Certificate Interest on
any Class of Certificates will be reduced by the amount of (i) Prepayment
Interest Shortfalls, if any, which are not covered by payments by the Master
Servicer pursuant to Section 3.23 with respect to such Distribution Date, (ii)
the interest portion (adjusted to the related Net Mortgage Rate) of any of
Realized Losses (including Excess Special Hazard Losses, Excess Fraud Losses,
Excess Bankruptcy Losses and Extraordinary Losses) not allocated solely to one
or more specific Classes of Certificates pursuant to Section 4.04 (which, with
respect to the pro rata portion thereof allocated to the Class A-1, Class A-5
and Class A-6 Certificates will be allocated first to the Class A-6 Certificates
and second to the Class A-1 and Class A-5 Certificates on a pro rata basis to
the extent such Realized Losses are Default Losses), (iii) the interest portion
of Advances previously made with respect to a Mortgage Loan or REO Property
which remained unreimbursed following the Cash Liquidation or REO Disposition of
such Mortgage Loan or REO Property that was made with respect to delinquencies
that were ultimately determined to be Excess Special Hazard Losses, Excess Fraud
Losses, Excess Bankruptcy Losses or Extraordinary Losses, and (iv) any other
interest shortfalls not covered by the subordination provided by the Class B
Certificates pursuant to Section 4.04, including interest that is not
collectible from the Mortgagor pursuant to the Relief Act or similar legislation
or regulations as in effect from time to time; with all such reductions
allocated among the Classes of Certificates, in proportion to their respective
amounts of Accrued Certificate Interest which would have resulted absent such
reductions. In addition to that portion of the reductions described in the
preceding sentence, Accrued Certificate Interest on the Class B Certificates
will be reduced by the interest portion (adjusted to the related Net Mortgage
Rate) of Realized Losses that are allocated solely to the Class B Certificates
pursuant to Section 4.04.

         "Advance": As to any Mortgage Loan, any advance made by the Master
Servicer on any Distribution Date pursuant to Section 4.03.

         "Agreement": This Pooling and Servicing Agreement and all amendments
hereof.

         "Anniversary": Each anniversary of _____________ 1, 20__.

         "Assessment of Compliance": As defined in Section 3.20.

         "Attestation Report": As defined in Section 3.20.

         "Assignment": An assignment of Mortgage, notice of transfer or
equivalent instrument, in recordable form, which is sufficient under the laws of
the jurisdiction wherein the related Mortgaged Property is located to reflect of
record the sale of the Mortgage, which assignment, notice of transfer or
equivalent instrument may be in the form of one or more blanket assignments
covering Mortgages secured by Mortgaged Properties located in the same county,
if permitted by law.

         "Assignment Agreement": The Assignment and Assumption Agreement, dated
as of ____________, 200_, between [Name of Seller] and the Depositor relating to
the transfer and assignment of the Mortgage Loans.

         "Available Distribution Amount": With respect to each Distribution
Date, the Available Distribution Amount will be an amount equal to (a) the sum
of (i) the balance on deposit in the Custodial Account as of the close of
business on the related Determination Date and (ii) the aggregate amount of any
Advances made, all required amounts pursuant to Section 3.22 and all amounts
required to be paid by the Master Servicer pursuant to Sections 3.13 and 3.23 by
deposits into the Certificate Account on the immediately preceding Certificate
Account Deposit Date, reduced by (b) the sum, as of the close of business on the
related Determination Date of (i) Monthly Payments collected but due during a
Due Period subsequent to the Due Period ending on the first day of the month of
the related Distribution Date, (ii) all interest or other income earned on
deposits in the Custodial Account, (iii) any other amounts reimbursable or
payable to the Master Servicer or any other Person pursuant to Section 3.11,
(iv) Insurance Proceeds, Liquidation Proceeds, Principal Prepayments, REO
Proceeds and the proceeds of Mortgage Loan purchases (or amounts received in
connection with substitutions) made pursuant to Section 2.02 and 2.04, in each
case received or made in the month of such Distribution Date and (v) the
Trustee's Fee.

         "Bankruptcy Amount": As of any date of determination, an amount, equal
to the excess, if any, of (A) $_______, over (B) the aggregate amount of
Bankruptcy Losses allocated solely to one or more specific Classes of
Certificates in accordance with Section 4.04.

         The Bankruptcy Amount may be further reduced by the Master Servicer
(including accelerating the manner in which such coverage is reduced) provided
that prior to any such reduction, the Master Servicer shall (i) obtain written
confirmation from each Rating Agency that such reduction shall not reduce the
rating assigned to any Class of Certificates by such Rating Agency below the
lower of the then-current rating or the rating assigned to such Certificates as
of the Closing Date by such Rating Agency and (ii) provide a copy of such
written confirmation to the Trustee.

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

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

         "Business Day": Any day other than (i) a Saturday or a Sunday or (ii) a
day on which banking institutions in the State of ______________ or the State of
______________ (and such other state or states in which the Custodial Account or
the Certificate Account are at the time located) are required or authorized by
law or executive order to be closed.

         "Cash Liquidation": As to any defaulted Mortgage Loan other than a
Mortgage Loan as to which an REO Acquisition occurred, the final receipt by or
on behalf of the Master Servicer of all Insurance Proceeds, Liquidation Proceeds
and other payments or cash recoveries which the Master Servicer reasonably and
in good faith expects to be finally recoverable with respect to such Mortgage
Loan.

         "Certificate": Any Class A, Class B or Class R Certificate.

         "Certificate Account": The account or accounts created and maintained
pursuant to Section 4.01, which shall be entitled
"___________________________________, as trustee, in trust for the registered
holders of Opteum Mortgage Acceptance Corp., Mortgage Pass-Through Certificates,
Series 200_-__" and which must be an Eligible Account.

         "Certificate Account Deposit Date": The 20th day (or if such 20th day
is not a Business Day, the Business Day immediately preceding such 20th day) of
the month.

         "Certificateholder" or "Holder": The Person in whose name a Certificate
is registered in the Certificate Register, except that, neither a Disqualified
Organization nor a Non-United States Person shall be a Holder of a Class R
Certificate for any purposes hereof and, solely for the purposes of giving any
consent pursuant to this Agreement, any Certificate registered in the name of
the Depositor or the Master Servicer or any affiliate thereof shall be deemed
not to be outstanding and the Voting Rights to which it is entitled shall not be
taken into account in determining whether the requisite percentage of Voting
Rights necessary to effect any such consent has been obtained, except as
otherwise provided in Section 11.01. The Trustee shall be entitled to rely upon
a certification of the Depositor or the Master Servicer in determining if any
Certificates are registered in the name of a respective affiliate.

         "Certificate Owner": With respect to a Book-Entry Certificate, the
Person who is the beneficial owner of such Certificate, as reflected on the
books of an indirect participating brokerage firm for which a Depositor
Participant acts as agent, if any, and otherwise on the books of a Depositor
Participant, if any, and otherwise on the books of the Depositor.

         "Certificate Principal Balance": With respect to each Class A
Certificate (other than a Class A-5 Certificate or Class A-7 Certificate), on
any date of determination, an amount equal to (i) the Initial Certificate
Principal Balance of such Certificate as specified on the face thereof, minus
(ii) the sum of (x) the aggregate of all amounts previously distributed with
respect to such Certificate (or any predecessor Certificate) and applied to
reduce the Certificate Principal Balance thereof pursuant to Section 4.02(b) and
(y) the aggregate of all reductions in Certificate Principal Balance deemed to
have occurred in connection with Realized Losses which were previously allocated
to such Certificate (or any predecessor Certificate) pursuant to Section 4.04.
With respect to the Class B Certificates, on any date of determination, an
amount equal to the Percentage Interest evidenced by such Certificate times the
excess, if any, of (A) the then aggregate Stated Principal Balance of the
Mortgage Loans over (B) the then aggregate Certificate Principal Balance of all
other Classes of Certificates then outstanding. The Class A-5 Certificates,
Class A-7 Certificates and Class R Certificates have no Certificate Principal
Balance.

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

         "Class": Collectively, all of the Certificates bearing the same
designation.

         "Class A Certificate": Any one of the Class A-1, Class A-2, Class A-3,
Class A-4, Class A-5, Class A-6 or Class A-7 Certificates, executed by the
Trustee and authenticated by the Certificate Registrar substantially in the form
annexed hereto as Exhibit A-1, each such Certificate evidencing an interest
designated as a "regular interest" in the Trust Fund for purposes of the REMIC
Provisions.

         "Class B Certificate": The Class B Certificates executed by the Trustee
and authenticated by the Certificate Registrar substantially in the form annexed
hereto as Exhibit A-2 and evidencing an interest designated as a "regular
interest" in the Trust Fund for purposes of the REMIC Provisions.

         "Class B Percentage": With respect to any Distribution Date, the lesser
of (i) 100% minus the Senior Percentage and (ii) a fraction, expressed as a
percentage, the numerator of which is the aggregate Certificate Principal
Balance of the Class B Certificates immediately prior to such date and the
denominator of which is the aggregate Stated Principal Balance of all of the
Mortgage Loans (or related REO Properties) immediately prior to such
Distribution Date.

         "Class R Certificate": Any one of the Class R Certificates executed and
delivered by the Trustee substantially in the form annexed hereto as Exhibit B
and evidencing an interest designated as a "residual interest" in the REMIC for
purposes of the REMIC Provisions.

         "Closing Date" : _______________ ___, 20__.

         "Code": The Internal Revenue Code of 1986.

         "Collateral Value": The appraised value of a Mortgaged Property based
upon the lesser of (i) the appraisal made at the time of the origination of the
related Mortgage Loan, or (ii) the sales price of such Mortgaged Property at
such time of origination. With respect to a Mortgage Loan the proceeds of which
were used to refinance an existing mortgage loan, the appraised value of the
Mortgaged Property based upon the appraisal (as reviewed and approved by the
Seller) obtained at the time of refinancing.

         "Depositor": Opteum Mortgage Acceptance Corp., or its successor in
interest.

         "Corporate Trust Office": The principal office of the Trustee at which
at any particular time its corporate trust business with respect to this
Agreement shall be administered, which office at the date of the execution of
this instrument is located at _____________________, Attention:
__________________ Series 200_-__.

         "Credit Support Depletion Date": The first Distribution Date on which
the Senior Percentage equals 100%.

         "Custodial Account": The custodial account or accounts created and
maintained pursuant to Section 3.10 in a depository institution, as custodian
for the holders of the Certificates, for the holders of certain other interests
in mortgage loans serviced or sold by the Master Servicer and for the Master
Servicer, into which the amounts set forth in Section 3.10 shall be deposited
directly. Any such account or accounts shall be an Eligible Account.

         "Cut-off Date": _____________ 1, 200_.

         "Debt Service Reduction": With respect to any Mortgage Loan, a
reduction in the scheduled Monthly Payment for such Mortgage Loan by a court of
competent jurisdiction in a proceeding under the Bankruptcy Code, except such a
reduction constituting a Deficient Valuation or any reduction that results in a
permanent forgiveness of principal.

         "Default Loss": Any Realized Loss that is attributable to the related
Mortgagor's failure to make any payment of principal or interest as required
under the Mortgage Note, excluding Special Hazard Losses (or any other loss
resulting from damage to a Mortgaged Property), Bankruptcy Losses, Fraud Losses,
or other losses of a type not covered by the subordination provided by the Class
B Certificates pursuant to Section 4.04.

         "Deficient Valuation": With respect to any Mortgage Loan, a valuation
by a court of competent jurisdiction of the Mortgaged Property in an amount less
than the then outstanding indebtedness under the Mortgage Loan, which valuation
results from a proceeding initiated by the Mortgagor under the Bankruptcy Code.

         "Definitive Certificate": Any definitive, fully registered Certificate.

         "Deleted Mortgage Loan": A Mortgage Loan replaced or to be replaced
with a Qualified Substitute Mortgage Loan.

         "Determination Date": The 15th day (or if such 15th day is not a
Business Day, the Business Day immediately preceding such 15th day) of the month
of the related Distribution Date.

         "Disqualified Organization": Any of the following: (i) the United
States, any State or any political subdivision thereof, any possession of the
United States or any agency or instrumentality of any of the foregoing (other
than an instrumentality which is a corporation, if all of its activities are
subject to tax and, except for the FHLMC, a majority of its board of directors
is not selected by any such governmental unit), (ii) a foreign government,
international organization or any agency or instrumentality of either the
foregoing, (iii) an organization (except certain farmers' cooperatives described
in Section 521 of the Code) which is exempt from tax imposed by Chapter 1 of the
Code (unless such organization is subject to the tax imposed by Section 511 of
the Code on unrelated business taxable income), (iv) rural electric and
telephone cooperatives described in Section 1381 of the Code or (v) any other
Person so designated by the Trustee based on an Opinion of Counsel obtained by
the Trustee, at the expense of the Trust Fund, (which opinion shall be sought
only if the Trustee has actual knowledge that the holding of an Ownership
Interest in a Class R Certificate by such Person may cause the Trust Fund or any
Person having an Ownership Interest in any Class of Certificates, other than
such Person, to incur a liability for any federal tax imposed under the Code
that would not otherwise be imposed but for the Transfer of an Ownership
Interest in a Class R Certificate to such Person). The terms "United States,"
"State" and "international organization" shall have the meanings set forth in
Section 7701 of the Code or successor provisions.

         "Distribution Date": The 25th day of any month, or if such 25th day is
not a Business Day, the Business Day immediately following such 25th day
commencing on _______ 25, 20__.

         "Due Date": The first day of the month of the related Distribution
Date.

         "Due Period": With respect to any Distribution Date, the period
commencing on the second day of the month preceding the month of such
Distribution Date (or, with respect to the first Due Period, the day following
the Cut-off Date) and ending on the related Due Date.

         ["Duff & Phelps": Duff & Phelps Credit Rating Company or its successor
in interest.]

         "Eligible Account": An account maintained with a federal or state
chartered depository institution (i) the short-term obligations of which are
rated by each of the Rating Agencies in its highest rating at the time of any
deposit therein, or (ii) insured by the FDIC (to the limits established by such
Corporation), the uninsured deposits in which account are otherwise secured such
that, as evidenced by an Opinion of Counsel (obtained by and at the expense of
the Person requesting that the account be held pursuant to this clause (ii))
delivered to the Trustee prior to the establishment of such account, the
Certificateholders will have a claim with respect to the funds in such account
and a perfected first priority security interest against any collateral (which
shall be limited to Permitted Instruments, each of which shall mature not later
than the Business Day immediately preceding the Distribution Date next following
the date of investment in such collateral or the Distribution Date if such
Permitted Instrument is an obligation of the institution that maintains the
Certificate Account or Custodial Account) securing such funds that is superior
to claims of any other depositors or general creditors of the depository
institution with which such account is maintained or (iii) a trust account or
accounts maintained with a federal or state chartered depository institution or
trust company with trust powers acting in its fiduciary capacity or (iv) an
account or accounts of a depository institution acceptable to the Rating
Agencies (as evidenced in writing by the Rating Agencies that use of any such
account as the Custodial Account or the Certificate Account will not have an
adverse effect on the then-current ratings assigned to the Classes of the
Certificates then rated by the Rating Agencies). Eligible Accounts may bear
interest.

         "Event of Default": One or more of the events described in Section
7.01.

         "Excess Bankruptcy Loss": Any Bankruptcy Loss, or portion thereof,
which exceeds the then applicable Bankruptcy Amount.

         "Excess Fraud Loss": Any Fraud Loss, or portion thereof, which exceeds
the then applicable Fraud Loss Amount.

         "Excess Special Hazard Loss": Any Special Hazard Loss, or portion
thereof, that exceeds the then applicable Special Hazard Amount.

         "Extraordinary Events": Any of the following conditions with respect to
a Mortgaged Property or Mortgage Loan causing or resulting in a loss which
causes the liquidation of such Mortgage Loan:

         (a) losses that are of a type that would be covered by the fidelity
bond and the errors and omissions insurance policy required to be maintained
pursuant to Section 3.18 but are in excess of the coverage maintained
thereunder;

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

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

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

                  2. by military, naval or air forces; or

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

         (d) any weapon of war employing atomic fission or radioactive force
whether in time of peace or war; or

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

         "Extraordinary Losses": Any loss incurred on a Mortgage Loan caused by
or resulting from an Extraordinary Event.

         "FDIC": Federal Deposit Insurance Corporation or any successor.

         "FHLMC": Federal Home Loan Mortgage Corporation or any successor.

         ["Fitch": Fitch Investors Service, Inc., or its successor in interest.]

         "FNMA": Federal National Mortgage Association or any successor.

         "Fraud Losses": Any Realized Loss sustained by reason of a default
arising from fraud, dishonesty or misrepresentation in connection with the
related Mortgage Loan.

         "Fraud Loss Amount": As of any date of determination after the Cut-off
Date, an amount equal to: (X) up to and including the [first] anniversary of the
Cut-off Date an amount equal to ______% of the aggregate outstanding principal
balance of all of the Mortgage Loans as of the Cut-off Date minus the aggregate
amount of Fraud Losses allocated to the Class B Certificates in accordance with
Section 4.04 since the Cut-off Date up to such date of determination, (Y) from
the [first] to the fifth anniversary of the Cut-off Date, an amount equal to (1)
the lesser of (a) the Fraud Loss Amount as of the most recent anniversary of the
Cut-off Date and (b) ______% of the aggregate outstanding principal balance of
all of the Mortgage Loans as of the most recent anniversary of the Cut-off Date
minus (2) the Fraud Losses allocated solely to the Class B Certificates in
accordance with Section 4.04 since the most recent anniversary of the Cut-off
Date up to such date of determination. On and after the fifth anniversary of the
Cutoff Date the Fraud Loss Amount shall be zero.

         The Fraud Loss Amount may be further reduced by the Master Servicer
(including accelerating the manner in which such coverage is reduced) provided
that prior to any such reduction, the Master Servicer shall (i) obtain written
confirmation from each Rating Agency that such reduction shall not reduce the
rating assigned to any Class of Certificates by such Rating Agency below the
lower of the then-current rating or the rating assigned to such Certificates as
of the Closing Date by such Rating Agency and (ii) provide a copy of such
written confirmation to the Trustee.

         "Funding Date": With respect to each Mortgage Loan, the date on which
funds were advanced by or on behalf of the Seller and interest began to accrue
thereunder.

         "Initial Certificate Principal Balance": With respect to each Class of
Certificates, the Certificate Principal Balance of such Class of Certificates as
of the Cut-off Date as set forth in the Preliminary Statement hereto.

         "Insurance Policy": With respect to any Mortgage Loan, any insurance
policy which is required to be maintained from time to time under this Agreement
in respect of such Mortgage Loan.

         "Insurance Proceeds": Proceeds paid by any insurer pursuant to the
Primary Mortgage Insurance Policy and any other insurance policy covering a
Mortgage Loan to the extent such proceeds are not applied to the restoration of
the related Mortgaged Property or released to the Mortgagor in accordance with
the procedures that the Master Servicer would follow in servicing mortgage loans
held for its own account.

         "Late Collections": With respect to any Mortgage Loan, all amounts
received during any Due Period, whether as late payments of Monthly Payments or
as Insurance Proceeds, Liquidation Proceeds or otherwise, which represent late
payments or collections of Monthly Payments due but delinquent for a previous
Due Period and not previously recovered.

         "Liquidation Proceeds": Amounts (other than Insurance Proceeds)
received by the Master Servicer in connection with the taking of an entire
Mortgaged Property by exercise of the power of eminent domain or condemnation or
in connection with the liquidation of a defaulted Mortgage Loan through
trustee's sale, foreclosure sale or otherwise, other than amounts received in
respect of REO Property.

         "Loan-to-Value Ratio": As of any date, the fraction, expressed as a
percentage, the numerator of which is the current principal balance of the
related Mortgage Loan at the date of determination and the denominator of which
is the Collateral Value of the related Mortgaged Property.

         "Master Servicer": [Name of Master Servicer], or any successor master
servicer appointed as herein provided.

         "Monthly Payment": With respect to any Mortgage Loan, the scheduled
monthly payment of principal and interest on such Mortgage Loan which is payable
by a Mortgagor from time to time under the related Mortgage Note as originally
executed (after adjustment, if any, for Principal Prepayments and for Deficient
Valuations occurring prior to such Due Date, and after any adjustment by reason
of any bankruptcy or similar proceeding or any moratorium or similar waiver or
grace period).

         ["Moody's": Moody's Investors Service, Inc. or its successor in
interest.]

         "Mortgage": The mortgage, deed of trust or any other instrument
securing the Mortgage Loan.

         "Mortgage File": The mortgage documents listed in Section 2.01
pertaining to a particular Mortgage Loan and any additional documents required
to be added to the Mortgage File pursuant to this Agreement; provided, that
whenever the term "Mortgage File" is used to refer to documents actually
received by the Trustee, such term shall not be deemed to include such
additional documents required to be added unless they are actually so added.

         "Mortgage Loan": Each of the mortgage loans, transferred and assigned
to the Trustee pursuant to Section 2.01 or Section 2.03 and from time to time
held in the Trust Fund, the Mortgage Loans originally so transferred, assigned
and held being identified in the Mortgage Loan Schedule attached hereto as
Exhibit H (and any Qualified Substitute Mortgage Loans). As used herein, the
term "Mortgage Loan" includes the related Mortgage Note and Mortgage.

         "Mortgage Loan Schedule": As of any date of determination, the schedule
of Mortgage Loans included in the Trust Fund. The initial schedule of Mortgage
Loans with accompanying information transferred on the Closing Date to the
Trustee as part of the Trust Fund for the Certificates, attached hereto as
Exhibit H (as amended from time to time to reflect the addition of Qualified
Substitute Mortgage Loans) (and, for purposes of the Trustee's review of the
Mortgage Files pursuant to Section 2.02, in computer-readable form as delivered
to the Trustee), which list shall set forth the following information, if
applicable, with respect to each Mortgage Loan:

         (i)      the loan number and name of the Mortgagor;

         (ii)     the street address, city, state and zip code of the Mortgaged
                  Property;

         (iii)    the Mortgage Rate;

         (iv)     the maturity date;

         (v)      the original principal balance;

         (vi)     the first payment date;

         (vii)    the type of Mortgaged Property;

         (viii)   the Monthly Payment in effect as of the Cut-off Date;

         (ix)     the principal balance as of the Cut-off Date;

         (x)      the occupancy status;

         (xi)     the purpose of the Mortgage Loan;

         (xii)    the Collateral Value of the Mortgaged Property;

         (xiii)   the original term to maturity;

         (xiv)    the paid-through date of the Mortgage Loan;

         (xv)     the Loan-to-Value Ratio; and

         (xvi)    whether or not the Mortgage Loan was underwritten pursuant to
                  a limited documentation program.

         The Mortgage Loan Schedule shall also set forth the total of the
amounts described under (ix) above for all of the Mortgage Loans. The Mortgage
Loan Schedule may be in the form of more than one schedule, collectively setting
forth all of the information required. With respect to any Qualified Substitute
Mortgage Loan, the item described in clauses (viii) shall be set forth as the
date of substitution.

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

         "Mortgage Rate": With respect to any Mortgage Loan, the annual rate at
which interest accrues on such Mortgage Loan.

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

         "Mortgagor": The obligor or obligors on a Mortgage Note.

         "Net Mortgage Rate": As to each Mortgage Loan, a per annum rate of
interest equal to the related Mortgage Rate as in effect from time to time minus
the sum of the Servicing Fee Rate and the rate at which the Trustee's Fee
accrues.

         "Nonrecoverable Advance": Any Advance previously made or proposed to be
made in respect of a Mortgage Loan which, in the good faith judgment of the
Master Servicer, will not or, in the case of a proposed Advance, would not be
ultimately recoverable from related Late Collections, Insurance Proceeds,
Liquidation Proceeds, REO Proceeds or amounts reimbursable to the Master
Servicer pursuant to Section 4.01(b). The determination by the Master Servicer
that it has made a Nonrecoverable Advance or that any proposed Advance would
constitute a Nonrecoverable Advance, shall be evidenced by an Officers'
Certificate delivered to the Depositor and the Trustee.

         "Non-United States Person": Any Person other than a United States
Person.

         "Notional Amount": As of any Distribution Date, with respect to the
Class A-5 Certificates and the Class A-7 Certificates, an amount equal to the
aggregate Certificate Principal Balance of all Classes of Certificates
immediately prior to such date.

         "Officers' Certificate": A certificate signed by the Chairman of the
Board, the Vice Chairman of the Board, the President or a vice president and by
the Treasurer, the Secretary, or one of the assistant treasurers or assistant
secretaries of the Master Servicer or of the Sub-Servicer and delivered to the
Depositor and Trustee.

         "Opinion of Counsel": A written opinion of counsel, who may be counsel
for the Depositor or the Master Servicer, reasonably acceptable to the Trustee;
except that any opinion of counsel relating to (a) the qualification of any
account required to be maintained pursuant to this Agreement as an Eligible
Account, (b) qualification of the Trust Fund as a REMIC, (c) compliance with the
REMIC Provisions or (d) resignation of the Master Servicer pursuant to Section
6.04 must be an opinion of counsel who (i) is in fact independent of the
Depositor and the Master Servicer, (ii) does not have any direct financial
interest or any material indirect financial interest in the Depositor or the
Master Servicer or in an affiliate of either and (iii) is not connected with the
Depositor or the Master Servicer as an officer, employee, director or person
performing similar functions.

         "Optimal Percentage": A fraction, expressed as a percentage, the
numerator of which is the Certificate Principal Balance of the Class A-1
Certificates immediately prior to the applicable Distribution Date and the
denominator of which is the aggregate Certificate Principal Balance of all of
the Class A Certificates immediately prior to such Distribution Date.

         "Optimal Principal Distribution Amount": An amount equal to the product
of (i) the then applicable Optimal Percentage and (ii) the Senior Principal
Distribution Amount.

         "Original Senior Percentage": _______%, which is the fraction,
expressed as a percentage, the numerator of which is the aggregate Initial
Certificate Principal Balance of the Class A Certificates and the denominator of
which is the aggregate Stated Principal Balance of the Mortgage Loans.

         "OTS": Office of Thrift Supervision or any successor.

         "Outstanding Mortgage Loan": As to any Due Date, a Mortgage Loan
(including an REO Property) which was not the subject of a Principal Prepayment
in full, Cash Liquidation or REO Disposition and which was not purchased or
substituted for prior to such Due Date pursuant to Sections 2.02 or 2.04.

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

         "Pass-Through Rate": With respect to the Class A Certificates (other
than the Class A-7 Certificates) and Class B Certificates and any Distribution
Date, the per annum rate set forth in the Preliminary Statement hereto. With
respect to the Class A-7 Certificates and any Distribution Date, a rate equal to
the weighted average, expressed as a percentage, of the Pool Strip Rates of all
Mortgage Loans in the Trust Fund as of the Due Date in the month immediately
preceding the month in which such Distribution Date occurs, weighted on the
basis of the respective Stated Principal Balances of such Mortgage Loans, which
Stated Principal Balances shall be the Stated Principal Balances of such
Mortgage Loans at the close of business on the immediately preceding
Distribution Date after giving effect to the distributions thereon allocable to
principal (or, in the case of the initial Distribution Date, at the close of
business on the Cut-off Date). With respect to the Class A-7 Certificates and
the initial Distribution Date, the Pass-Through Rate is equal to ______% per
annum.

         "Percentage Interest": With respect to any Certificate (other than a
Class A-5, Class A-7 or Class R Certificate), the undivided percentage ownership
interest in the related Class evidenced by such Certificate, which percentage
ownership interest shall be equal to the initial Certificate Principal Balance
thereof divided by the aggregate Initial Certificate Principal Balance of all of
the Certificates of the same Class. With respect to a Class A-5 or Class A-7
Certificate, the undivided percentage ownership interest in the related Class
evidenced by such Certificate, which percentage ownership interest shall be
equal to the initial Notional Amount thereof divided by the aggregate initial
Notional Amount of all of the Certificates of the same Class. With respect to a
Class R Certificate, the interest in distributions to be made with respect to
such Class evidenced thereby, expressed as a percentage, as stated on the face
of each such Certificate.

         "Permitted Instruments": Any one or more of the following:

                  (i) (a) direct obligations of, or obligations fully guaranteed
         as to principal and interest by, the United States or any agency or
         instrumentality thereof, provided such obligations are backed by the
         full faith and credit of the United States and (b) direct obligations
         of, and obligations guaranteed as to timely payment by FHLMC or FNMA
         if, at the time of investment, they are assigned the highest credit
         rating by the Rating Agencies;

                  (ii) repurchase obligations (the collateral for which is held
         by a third party or the Trustee) with respect to any security described
         in clause (i) above, provided that the short-term unsecured obligations
         of the party agreeing to repurchase such obligations are at the time
         rated by each Rating Agency in one of its two highest long-term rating
         categories;

                  (iii) certificates of deposit, time deposits, demand deposits
         and bankers' acceptances of any bank or trust company incorporated
         under the laws of the United States or any state thereof or the
         District of Columbia, provided that the short-term commercial paper of
         such bank or trust company (or, in the case of the principal depository
         institution in a depository institution holding company, the long-term
         unsecured debt obligations of the depository institution holding
         company) at the date of acquisition thereof has been rated by each
         Rating Agency in its highest short-term rating;

                  (iv) commercial paper (having original maturities of not more
         than nine months) of any corporation incorporated under the laws of the
         United States or any state thereof or the District of Columbia which on
         the date of acquisition has been rated by each Rating Agency in its
         highest short- term rating;

                  (v) a money market fund or a qualified investment fund rated
         by each Rating Agency in its highest rating available; and

                  (vi) if previously confirmed in writing to the Trustee, any
         other obligation or security acceptable to each Rating Agency in
         respect of mortgage pass-through certificates rated in each Rating
         Agency's highest rating category;

provided, that no such instrument shall be a Permitted Instrument if such
instrument evidences either (a) the right to receive interest only payments with
respect to the obligations underlying such instrument or (b) both principal and
interest payments derived from obligations underlying such instrument where the
principal and interest payments with respect to such instrument provide a yield
to maturity exceeding 120% of the yield to maturity at par of such underlying
obligation.

         "Permitted Transferee": Any transferee of a Class R Certificate other
than a Disqualified Organization or a Non-United States Person.

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

         "Pool Strip Rate": With respect to each Mortgage Loan, the rate per
annum equal to the Net Mortgage Rate thereon minus _____% per annum.

         "Prepayment Assumption": A prepayment assumption of _____% of the
standard prepayment assumption, used for determining the accrual of original
issue discount and market discount and premium on the Certificates for federal
income tax purposes. The standard prepayment assumption assumes a constant rate
of prepayment of mortgage loans of 0.2% per annum of the then outstanding
principal balance of such mortgage loans in the first month of the life of the
mortgage loans, increasing by an additional 0.2% per annum in each succeeding
month until the thirtieth month, and a constant 6% per annum rate of prepayment
thereafter for the life of such mortgage loans.

         "Prepayment Interest Shortfall": With respect to any Distribution Date,
for each Mortgage Loan that was the subject of a partial Principal Prepayment, a
Principal Prepayment in full, or of a Cash Liquidation or an REO Disposition
during the related Prepayment Period, an amount equal to the amount of interest
that would have accrued at the applicable Net Mortgage Rate (i) in the case of a
Principal Prepayment in full, Cash Liquidation or REO Disposition on the
principal balance of such Mortgage Loan immediately prior to such prepayment (or
liquidation), commencing on the date of prepayment (or liquidation) and ending
on the last day of the month of prepayment or liquidation or (ii) in the case of
a partial Principal Prepayment, on the amount of such prepayment, commencing on
the date as of which the prepayment is applied and ending on the last day of the
month of prepayment.

         "Prepayment Period": As to any Distribution Date, the calendar month
preceding the month in which such Distribution Date occurs.

         "Primary Hazard Insurance Policy": Each primary hazard insurance policy
required to be maintained pursuant to Section 3.13.

         "Primary Mortgage Insurance Policy": Each primary mortgage insurance
policy required to be maintained pursuant to Section 3.13.

         "Principal Prepayment": Any payment of principal made by the Mortgagor
on a Mortgage Loan which is received in advance of its scheduled Due Date and
which is not accompanied by an amount of interest representing scheduled
interest due on any date or dates in any month or months subsequent to the month
of prepayment.

         "Purchase Price": With respect to any Mortgage Loan (or REO Property)
required to be purchased pursuant to Section 2.02 or 2.04, an amount equal to
the sum of (i) 100% of the Stated Principal Balance thereof, (ii) unpaid accrued
interest (or REO Imputed Interest) at the sum of the applicable Net Mortgage
Rate, the rate at which the Trustee's Fee accrues on the Stated Principal
Balance thereof outstanding during each Due Period that such interest was not
paid or advanced, from the date through which interest was last paid by the
Mortgagor or advanced and distributed to Certificateholders together with unpaid
related Servicing Fees from the date through which interest was last paid by the
Mortgagor, in each case to the first day of the month in which such Purchase
Price is to be distributed, plus (iii) the aggregate of all Advances made in
respect thereof that were not previously reimbursed.

         "Qualified Insurer": An insurance company duly qualified as such under
the laws of the state of its principal place of business and each state having
jurisdiction over such insurer in connection with the insurance policy issued by
such insurer, duly authorized and licensed in such states to transact business
in such states and to write the insurance provided by the insurance policy
issued by it, approved as an insurer by the Master Servicer, as a FNMA approved
mortgage insurer and having a claims paying ability rating of at least "AA" by
________________ and which is acceptable to _______________. Any replacement
insurer with respect to a Mortgage Loan must have at least as high a claims
paying ability rating by ______________ and _______________ as the insurer it
replaces had on the Closing Date.

         "Qualified Substitute Mortgage Loan": A Mortgage Loan substituted by
the Depositor for a Deleted Mortgage Loan which must, on the date of such
substitution, as confirmed in an Officers' Certificate delivered to the Trustee,
(i) have an outstanding principal balance, after deduction of the principal
portion of the monthly payment due in the month of substitution (or in the case
of a substitution of more than one Mortgage Loan for a Deleted Mortgage Loan, an
aggregate outstanding principal balance, after such deduction), not in excess of
the Stated Principal Balance of the Deleted Mortgage Loan (the amount of any
shortfall to be deposited by the Master Servicer, in the Custodial Account in
the month of substitution); (ii) have a Mortgage Rate and a Net Mortgage Rate no
lower than and not more than 1% per annum higher than the Mortgage Rate and Net
Mortgage Rate, respectively, of the Deleted Mortgage Loan as of the date of
substitution; (iii) have a remaining term to stated maturity not greater than
(and not more than one year less than) that of the Deleted Mortgage Loan; (iv)
comply with each representation and warranty set forth in Section 2 of the
Seller's Warranty Certificate; (v) have a Loan-to-Value Ratio as of the date of
substitution equal to or lower than the Loan-to-Value Ratio of the Deleted
Mortgage Loan as of such date; and (vi) be covered under a Primary Insurance
Policy if such Qualified Substitute Mortgage Loan has a Loan-to-Value Ratio in
excess of 80%. In the event that one or more mortgage loans are substituted for
one or more Deleted Mortgage Loans, the amounts described in clause (i) hereof
shall be determined on the basis of aggregate principal balances, the Mortgage
Rates described in clause (ii) hereof shall be determined on the basis of
weighted average Mortgage Rates, the Net Mortgage Rates described in clause (ii)
hereof shall be satisfied as to each such mortgage loan, the terms described in
clause (iii) shall be determined on the basis of weighted average remaining
terms to maturity, the Loan-to-Value Ratios described in clause (v) hereof shall
be satisfied as to each such mortgage loan and, except to the extent otherwise
provided in this sentence, the representations and warranties described in
clause (iv) hereof must be satisfied as to each Qualified Substitute Mortgage
Loan or in the aggregate, as the case may be.

         "Rating Agency": [Standard & Poor's] [Moody's] [Fitch] [Duff & Phelps].
If either agency or a successor is no longer in existence, "Rating Agency" shall
be such statistical credit rating agency, or other comparable Person, designated
by the Depositor, notice of which designation shall be given to the Trustee and
the Master Servicer. References herein to the two highest long term debt rating
categories of a Rating Agency shall mean "AA" or better in the case of [Standard
& Poor's] [Fitch] [Duff & Phelps] and "Aa2" or better in the case of Moody's and
references herein to the highest short-term debt rating of a Rating Agency shall
mean "D-1" or better in the case of [Duff & Phelps] and "A-1" in the case of
[Standard & Poor's,] and in the case of any other Rating Agency such references
shall mean such rating categories without regard to any plus or minus.

         "Realized Loss": With respect to any Mortgage Loan or related REO
Property as to which a Cash Liquidation or REO Disposition has occurred, an
amount (not less than zero) equal to (i) the Stated Principal Balance of the
Mortgage Loan as of the date of Cash Liquidation or REO Disposition, plus (ii)
interest (and REO Imputed Interest, if any) at the related Net Mortgage Rate
from the Due Date as to which interest was last paid or advanced to
Certificateholders up to the date of the Cash Liquidation or REO Disposition on
the Stated Principal Balance of such Mortgage Loan outstanding during each Due
Period that such interest was not paid or advanced, minus (iii) the proceeds, if
any, received during the month in which such Cash Liquidation or REO Disposition
occurred, to the extent applied as recoveries of interest at the related Net
Mortgage Rate and to principal of the Mortgage Loan, net of the portion thereof
reimbursable to the Master Servicer or any Sub-Servicer with respect to related
Advances not previously reimbursed. With respect to each Mortgage Loan which has
become the subject of a Deficient Valuation, the difference between the
principal balance of the Mortgage Loan outstanding immediately prior to such
Deficient Valuation and the principal balance of the Mortgage Loan as reduced by
the Deficient Valuation. With respect to each Mortgage Loan which has become the
subject of a Debt Service Reduction, the amount of such Debt Service Reduction.

         "Record Date": The last Business Day of the month immediately preceding
the month of the related Distribution Date.

         "Regular Certificate": Any of the Certificates other than the Class R
Certificates.

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

         "Relief Act Interest Shortfall": With respect to any Distribution Date
and any Mortgage Loan, any reduction in the amount of interest collectible on
such Mortgage Loan for the most recently ended calendar month as a result of the
application of the Relief Act.

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

         "REMIC Provisions": Provisions of the federal income tax law relating
to real estate mortgage investment conduits, which appear at Sections 860A
through 86OG of Subchapter M of Chapter 1 of the Code, and related provisions,
and proposed, temporary and final regulations and published rulings, notices and
announcements promulgated thereunder, as the foregoing may be in effect from
time to time.

         "Remittance Report": A report prepared by the Master Servicer providing
the information set forth in Exhibit E attached hereto.

         "REO Acquisition": The acquisition by the Master Servicer on behalf of
the Trustee for the benefit of the Certificateholders of any REO Property
pursuant to Section 3.15.

         "REO Disposition": The receipt by the Master Servicer of Insurance
Proceeds, Liquidation Proceeds and other payments and recoveries (including
proceeds of a final sale) which the Master Servicer expects to be finally
recoverable from the sale or other disposition of the REO Property.

         "REO Imputed Interest": As to any REO Property, for any period, an
amount equivalent to interest (at the Mortgage Rate that would have been
applicable to the related Mortgage Loan had it been outstanding) on the unpaid
principal balance of the Mortgage Loan as of the date of acquisition thereof (as
such balance is reduced by any income from the REO Property treated as a
recovery of principal pursuant to Section 3.15).

         "REO Proceeds": Proceeds, net of directly related expenses, received in
respect of any REO Property (including, without limitation, proceeds from the
rental of the related Mortgaged Property and of any REO Disposition), which
proceeds are required to be deposited into the Custodial Account as and when
received.

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

         "Request for Release": A release signed by a Servicing Officer, in the
form of Exhibits F-1 or F-2 attached hereto.

         "Required Insurance Policy": With respect to any Mortgage Loan, any
Insurance Policy or any other insurance policy that is required to be maintained
from time to time under this Agreement or pursuant to the provisions of a
Mortgage Loan.

         "Residual Certificate": Any of the Class R Certificates.

         "Responsible Officer": When used with respect to the Trustee, the
Chairman or Vice Chairman of the Board of Directors or Trustees, the Chairman or
Vice Chairman of the Executive or Standing Committee of the Board of Directors
or Trustees, the President, the Chairman of the Committee on Trust Matters, any
vice president, any assistant vice president, the Secretary, any assistant
secretary, the Treasurer, any assistant treasurer, the Cashier, any assistant
cashier, any trust officer or assistant trust officer, the Controller and any
assistant controller or any other officer of the Trustee customarily performing
functions similar to those performed by any of the above designated officers and
also, with respect to a particular matter, any other officer to whom such matter
is referred because of such officer's knowledge of and familiarity with the
particular subject.

         "Seller": [Name of Seller] and its successors and assigns.

         "Seller's Warranty Certificate": The Seller's Warranty Certificate of
the Seller, dated ______ __, 20__, in the form of Exhibit I attached hereto.

         "Senior Accelerated Distribution Percentage": With respect to any
Distribution Date, the percentage indicated below:

          DISTRIBUTION DATE SENIOR ACCELERATED DISTRIBUTION PERCENTAGE

                                     [TABLE]

provided, however, (i) that any scheduled reduction to the Senior Accelerated
Distribution Percentage described above shall not occur as of any Distribution
Date unless either (a)(1) the outstanding principal balance of Mortgage Loans
delinquent [60] days or more averaged over the last six months, as a percentage
of the aggregate outstanding principal balance of all Mortgage Loans averaged
over the last [six] months, does not exceed [2%] and (2) Realized Losses on the
Mortgage Loans to date for such Distribution Date if occurring during the sixth,
seventh, eighth, ninth or tenth year (or any year thereafter) after the Closing
Date are less than [30%, 35%, 40%, 45% or 50%], respectively, of the Initial
Certificate Principal Balance of the Class B Certificates or (b)(1) the
outstanding principal balance of the Mortgage Loans delinquent [60] days or more
averaged over the last six months, as a percentage of the aggregate outstanding
principal balance of all Mortgage Loans averaged over the last [six] months,
does not exceed [4%] and (2) Realized Losses on the Mortgage Loans to date for
such Distribution Date are less than [10%] of the Initial Certificate Principal
Balance of the Class B Certificates and (ii) that for any Distribution Date on
which the Senior Percentage is greater than the Original Senior Percentage, the
Senior Accelerated Distribution Percentage for such Distribution Date shall be
100%. Notwithstanding the foregoing, upon the reduction of the aggregate
Certificate Principal Balance of the Class A Certificates to zero, the Senior
Accelerated Distribution Percentage shall thereafter be 0%.

         "Senior Percentage": As of any Distribution Date, the lesser of 100%
and a fraction, expressed as a percentage, the numerator of which is the
aggregate Certificate Principal Balance of the Class A Certificates immediately
prior to such Distribution Date and the denominator of which is the aggregate
Stated Principal Balance of all of the Mortgage Loans (or related REO
Properties) immediately prior to such Distribution Date.

         "Senior Principal Distribution Amount": As to any Distribution Date,
the lesser of (a) the balance of the Available Distribution Amount remaining
after the distribution of all amounts required to be distributed pursuant to
Section 4.02(b)(i) and (b) the sum of the amounts required to be distributed to
the Class A Certificateholders on such Distribution Date pursuant to Section
4.02(b)(ii) and (vi).

         "Servicing Account": The account or accounts created and maintained
pursuant to Section 3.09.

         "Servicing Advances": All customary, reasonable and necessary "out of
pocket" costs and expenses incurred in connection with a default, delinquency or
other unanticipated event by the Master Servicer in the performance of its
servicing obligations, including, but not limited to, the cost of (i) the
preservation, restoration and protection of a Mortgaged Property, (ii) any
enforcement or judicial proceedings, including foreclosures, (iii) the
management and liquidation of any REO Property and (iv) compliance with the
obligations under the second paragraph of Section 3.01 and Section 3.09.

         "Servicing Criteria": The "servicing criteria" set forth in Item
1122(d) of Regulation AB, as such may be amended from time to time.

         "Servicing Fee": As to each Mortgage Loan, an amount, payable out of
any payment of interest on the Mortgage Loan, equal to interest at the related
Servicing Fee Rate on the Stated Principal Balance of such Mortgage Loan for the
calendar month preceding the month in which the payment is due (alternatively,
in the event such payment of interest accompanies a Principal Prepayment in full
made by the Mortgagor, interest for the number of days covered by such payment
of interest).

         "Servicing Fee Rate": With respect to each Mortgage Loan, the per annum
rate of ______%.

         "Servicing Officer": Any officer of the Master Servicer involved in, or
responsible for, the administration and servicing of the Mortgage Loans, whose
name appears on a list of servicing officers furnished to the Trustee by the
Master Servicer, as such list may from time to time be amended.

         "Single Certificate": A Certificate of any Class evidencing the minimum
denomination for Certificates of such Class as set forth in Section 5.01.

         "Special Hazard Amount": As of any Distribution Date, an amount equal
to $___________ (the initial "Special Hazard Amount") minus the sum of (i) the
aggregate amount of Special Hazard Losses allocated solely to the Class B
Certificates pursuant to Section 4.04 and (ii) the Adjustment Amount (as defined
below) as most recently calculated. For each anniversary of the Cut-off Date,
the Adjustment Amount shall be calculated and shall be equal to the amount, if
any, by which the amount calculated in accordance with the preceding sentence
(without giving effect to the deduction of the Adjustment Amount for such
anniversary) exceeds the greater of (A) the product of the Special Hazard
Percentage for such anniversary multiplied by the outstanding principal balance
of all of the Mortgage Loans on such anniversary and (B) twice the outstanding
principal balance of the Mortgage Loan which has the largest outstanding
principal balance on such Anniversary.

         "Special Hazard Percentage": As of each anniversary of the Cut-off
Date, the greater of (i) 1% and (ii) the largest percentage obtained by dividing
the aggregate outstanding principal balance on such anniversary of the Mortgage
Loans secured by Mortgaged Properties located in a single, five-digit zip code
area in the State of California by the outstanding principal balance of all the
Mortgage Loans on such anniversary.

         "[Standard & Poor's": Standard & Poor's Ratings Group, a division of
McGraw Hill, Inc. or its successor in interest.]

         "Startup Day": The day designated as such pursuant to Article X hereof.

         "Stated Principal Balance": With respect to any Mortgage Loan or
related REO Property at any given time, (i) the principal balance of the
Mortgage Loan outstanding as of the Cut-off Date, after application of principal
payments due on or before such date, whether or not received, minus (ii) the sum
of (a) the principal portion of the Monthly Payments due with respect to such
Mortgage Loan or REO Property during each Due Period ending prior to the most
recent Distribution Date which were received or with respect to which an Advance
was made, (b) all Principal Prepayments with respect to such Mortgage Loan or
REO Property, and all Insurance Proceeds, Liquidation Proceeds and net income
from a REO Property to the extent applied by the Master Servicer as recoveries
of principal in accordance with Section 3.15 with respect to such Mortgage Loan
or REO Property, which were distributed pursuant to Section 4.01 on any previous
Distribution Date and (c) any Realized Loss with respect thereto allocated
pursuant to Section 4.04 for any previous Distribution Date.

         "Subordinate Principal Distribution Amount": With respect to any
Distribution Date and the Class B Certificates, (a) the sum of (i) the product
of (x) the Class B Percentage and (y) the aggregate of the amounts calculated
for such Distribution Date under clauses (1), (2) and (3) of Section 4. 01
(b)(ii)(A); (ii) the principal collections described in Section 4. 01 (b)(ii)(B)
to the extent such collections are not otherwise distributed to the Senior
Certificates; and (iii) the product of (x) 100% minus the Senior Accelerated
Distribution Percentage and (z) the aggregate of all Principal Prepayments in
Full and Curtailments received in the related Prepayment Period; provided,
however, that such amount shall in no event exceed the outstanding Certificate
Principal Balance of the Class B Certificates immediately prior to such date.

         "Sub-Servicer": Any Person with which the Master Servicer has entered
into a Sub-Servicing Agreement and which meets the qualifications of a
Sub-Servicer pursuant to Section 3.02.

         "Sub-Servicer Remittance Date": The 18th day of each month, or if such
day is not a Business Day, the immediately preceding Business Day.

         "Sub-Servicing Account": An account established by a Sub-Servicer which
meets the requirements set forth in Section 3.08 and is otherwise acceptable to
the Master Servicer.

         "Sub-Servicing Agreement": The written contract between the Master
Servicer and a Sub-Servicer and any successor Sub-Servicer relating to servicing
and administration of certain Mortgage Loans as provided in Section 3.02.

         "Swap Provider": The swap provider under a swap agreement either (a)
entitled to receive payments from an administrator from amounts payable by the
Trust Fund under this Agreement or (b) required to make payments to an
administrator for payment to the Trust Fund, in either case pursuant to the
terms of a swap agreement, and any successor in interest or assign.

         "Tax Returns": The federal income tax return on Internal Revenue
Service Form 1066, U.S. Real Estate Mortgage Investment Conduit Income Tax
Return, including Schedule Q thereto, Quarterly Notice to Residual Interest
Holders of REMIC Taxable Income or Net Loss Allocation, or any successor forms,
to be filed on behalf of the Trust Fund due to its classification as a REMIC
under the REMIC Provisions, together with any and all other information, reports
or returns that may be required to be furnished to the Certificateholders or
filed with the Internal Revenue Service or any other governmental taxing
authority under any applicable provisions of federal, state or local tax laws.

         "Transfer": Any direct or indirect transfer, sale, pledge,
hypothecation or other form of assignment of any Ownership Interest in a
Certificate.

         "Transferor": Any Person who is disposing by Transfer of any Ownership
Interest in a Certificate.

         "Trust Fund": The segregated pool of assets subject hereto,
constituting the primary trust created hereby and to be administered hereunder,
with respect to which a REMIC election is to be made, consisting of: (i) the
Mortgage Loans (exclusive of payments of principal and interest due on or before
the Cut-off Date, if any) as from time to time are subject to this Agreement and
all payments under and proceeds of the Mortgage Loans, together with all
documents included in the related Mortgage File, subject to Section 2.01; (ii)
such funds or assets as from time to time are deposited in the Custodial Account
and the Certificate Account; (iii) any REO Property; (iv) the Primary Mortgage
Insurance Policies, if any, Primary Hazard Insurance Policies and all other
Insurance Policies with respect to the Mortgage Loans; and (v) the Depositor's
interest in respect of the representations and warranties made by the Seller in
the Seller's Warranty Certificate as assigned to the Trustee pursuant to Section
2.04 hereof.

         "Trustee": [Name of Trustee], or its successor in interest, or any
successor trustee appointed as herein provided.

         "Trustee's Fee": As to each Mortgage Loan and as the Distribution Date,
an amount, payable out of any payment of interest on the Mortgage Loan, equal to
interest at ______% per annum on the Stated Principal Balance of such Mortgage
Loan as of the Due Date immediately preceding the month in which such
Distribution Date occurs.

         "Uninsured Cause": Any cause of damage to property subject to a
Mortgage such that the complete restoration of such property is not fully
reimbursable by the hazard insurance policies or flood insurance policies
required to be maintained pursuant to Section 3.13.

         "United States Person": A citizen or resident of the United States, a
corporation, partnership or other entity created or organized in, or under the
laws of, the United States or any political subdivision thereof, or an estate or
trust whose income from sources without the United States is includable in gross
income for United States federal income tax purposes regardless of its
connection with the conduct of a trade or business within the United States. The
term "United States" shall have the meaning set forth in Section 7701 of the
Code or successor provisions.

         "Voting Rights": The portion of the voting rights of all of the
Certificates which is allocated to any Certificate. ______% of all of the Voting
Rights shall be allocated among Holders of the Certificates, respectively, other
than the Class A-5, Class A-7 and Class R Certificates, in proportion to the
outstanding Certificate Principal Balances of their respective Certificates; and
the Holders of the Class A-5, Class A-7 and Class R Certificates shall be
entitled to ___%, ___% and ___% of all of the Voting Rights, respectively,
allocated among the Certificates of each such Class in accordance with their
respective Percentage Interests.



<PAGE>




                                   ARTICLE II

                          CONVEYANCE OF MORTGAGE LOANS;
                        ORIGINAL ISSUANCE OF CERTIFICATES

         SECTION 2.01 Conveyance of Mortgage Loans.

         The Depositor, as of the Closing Date, and concurrently with the
execution and delivery hereof, does hereby assign, transfer, sell, set over and
otherwise convey to the Trustee without recourse all the right, title and
interest of the Depositor in and to the Mortgage Loans identified on the
Mortgage Loan Schedule and all other assets included or to be included in the
Trust Fund for the benefit of the Certificateholders. Such assignment includes
all principal and interest received by the Master Servicer on or with respect to
the Mortgage Loans (other than payment of principal and interest due on or
before the Cut-off Date).

         In connection with such transfer and assignment, the Depositor has
requested the Seller to deliver to, and deposit with the Trustee, the following
documents or instruments:

                  (i) the original Mortgage Note, endorsed by the Seller "Pay to
         the order of [Name of Trustee], as trustee without recourse" or to "Pay
         to the order of [Name of Trustee], as trustee for holders of Opteum
         Mortgage Acceptance Corp., Mortgage Pass-Through Certificates, Series
         200_-_, without recourse" with all intervening endorsements showing a
         complete chain of endorsements from the originator to the Person
         endorsing it to the Trustee;

                  (ii) the original recorded Mortgage or, if the original
         Mortgage has not been returned from the applicable public recording
         office, a copy of the Mortgage certified by the Seller to be a true and
         complete copy of the original Mortgage submitted to the title insurance
         company for recording;

                  (iii) a duly executed original Assignment of the Mortgage
         endorsed by the Seller, without recourse, to "[Name of Trustee], as
         trustee" or to "[Name of Trustee], as trustee for holders of Opteum
         Mortgage Acceptance Corp., Mortgage Pass-Through Certificates, Series
         200_-_", with evidence of recording thereon;

                  (iv) the original recorded Assignment or Assignments of the
         Mortgage showing a complete chain of assignment from the originator
         thereof to the Person assigning it to the Trustee or, if any such
         Assignment has not been returned from the applicable public recording
         office, a copy of such Assignment certified by the Seller to be a true
         and complete copy of the original Assignment submitted to the title
         insurance company for recording;

                  (v) the original lender's title insurance policy, or, if such
         policy has not been issued, any one of an original or a copy of the
         preliminary title report, title binder or title commitment on the
         Mortgaged Property with the original policy of the insurance to be
         delivered promptly following the receipt thereof;

                  (vi) the original of any assumption, modification, extension
         or guaranty agreement;

                  (vii) the original or a copy of the private mortgage insurance
         policy or original certificate of private mortgage insurance, if
         applicable; and

                  (viii) if any of the documents or instruments referred to
         above were executed on behalf of the Mortgagor by another Person, the
         original power of attorney or other instrument that authorized and
         empowered such Person to sign, or a copy thereof certified by the
         Seller (or by an officer of the applicable title insurance or escrow
         company) to be a true and correct copy of the original.

         The Seller is obligated pursuant to the Seller's Warranty Certificate
to deliver to the Trustee: (a) either the original recorded Mortgage, or in the
event such original cannot be delivered by the Seller, a copy of such Mortgage
certified as true and complete by the appropriate recording office, in those
instances where a copy thereof certified by the Seller was delivered to the
Trustee pursuant to clause (ii) above; and (b) either the original Assignment or
Assignments of the Mortgage, with evidence of recording thereon, showing a
complete chain of assignment from the originator to the Seller, or in the event
such original cannot be delivered by the Seller, a copy of such Assignment or
Assignments certified as true and complete by the appropriate recording office,
in those instances where copies thereof certified by the Seller were delivered
to the Trustee pursuant to clause (iv) above. Notwithstanding anything to the
contrary contained in this Section 2.01, in those instances where the public
recording office retains the original Mortgage after it has been recorded, the
Seller shall be deemed to have satisfied its obligations hereunder upon delivery
to the Trustee of a copy of such Mortgage certified by the public recording
office to be a true and complete copy of the recorded original thereof.

         If any Assignment is lost or returned unrecorded to the Trustee because
of any defect therein, the Seller is required to prepare a substitute Assignment
or cure such defect, as the case may be, and the Trustee shall cause such
Assignment to be recorded in accordance with this paragraph.

         The Seller is required, as described in the Seller's Warranty
Certificate, to deliver to the Trustee the original of any documents assigned to
the Trustee pursuant to this Section 2.01 not later than 120 days after the
Closing Date.

         All original documents relating to the Mortgage Loans which are not
delivered to the Trustee, to the extent delivered by the Seller to the Master
Servicer, are and shall be held by the Master Servicer in trust for the benefit
of the Trustee on behalf of the Certificateholders.

         Except as may otherwise expressly be provided herein, neither the
Depositor, the Master Servicer nor the Trustee shall (and the Master Servicer
shall ensure that no Sub-Servicer shall) assign, sell, dispose of or transfer
any interest in the Trust Fund or any portion thereof, or permit the Trust Fund
or any portion thereof to be subject to any lien, claim, mortgage, security
interest, pledge or other encumbrance of, any other Person.

         It is intended that the conveyance of the Mortgage Loans by the
Depositor to the Trustee as provided in this Section be, and be construed as, a
sale of the Mortgage Loans by the Depositor to the Trustee for the benefit of
the Certificateholders. It is, further, not intended that such conveyance be
deemed a pledge of the Mortgage Loans by the Depositor to the Trustee to secure
a debt or other obligation of the Depositor. However, in the event that the
Mortgage Loans are held to be property of the Depositor, or if for any reason
this Agreement is held or deemed to create a security interest in the Mortgage
Loans, then it is intended that, (a) this Agreement shall also be deemed to be a
security agreement within the meaning of Articles 8 and 9 of the New York
Uniform Commercial Code and the Uniform Commercial Code of any other applicable
jurisdiction; (b) the conveyance provided for in this Section shall be deemed to
be (1) a grant by the Depositor to the Trustee of a security interest in all of
the Depositor's right (including the power to convey title thereto), title and
interest, whether now owned or hereafter acquired, in and to (A) the Mortgage
Loans, including the Mortgage Notes, the Mortgages, any related insurance
policies and all other documents in the related Mortgage Files, (B) all amounts
payable to the holders of the Mortgage Loans in accordance with the terms
thereof and (C) all proceeds of the conversion, voluntary or involuntary, of the
foregoing into cash, instruments, securities or other property, including
without limitation all amounts from time to time held or invested in the
Certificate Account or the Custodial Account, whether in the form of cash,
instruments, securities or other property and (2) an assignment by the Depositor
to the Trustee of any security interest in any and all of the Seller's right
(including the power to convey title thereto), title and interest, whether now
owned or hereafter acquired, in and to the property described in the foregoing
clauses (1)(A) through (C) granted by [Name of Seller] to the Depositor pursuant
to the Assignment Agreement; (c) the possession by the Trustee or its agent of
Mortgage Notes and such other items of property as constitute instruments,
money, negotiable documents or chattel paper shall be deemed to be "possession
by the secured party" or possession by a purchaser or a person designated by
such secured party, for purposes of perfecting the security interest pursuant to
the New York Uniform Commercial Code and the Uniform Commercial Code of any
other applicable jurisdiction (including, without limitation, Sections 9-305,
8-313 or 8-321 thereof); and (d) notifications to persons holding such property,
and acknowledgments, receipts or confirmations from persons holding such
property, shall be deemed notifications to, or acknowledgments, receipts or
confirmations from, financial intermediaries, bailees or agents (as applicable)
of the Trustee for the purpose of perfecting such security interest under
applicable law. The Depositor and the Trustee shall, to the extent consistent
with this Agreement, take such actions as may be necessary to ensure that, if
this Agreement were deemed to create a security interest in the Mortgage Loans,
such security interest would be deemed to be a perfected security interest of
first priority under applicable law and will be maintained as such throughout
the term of the Agreement.

         SECTION 2.02 Acceptance of the Trust Fund by the Trustee.

         The Trustee acknowledges receipt (subject to any exceptions noted in
the Initial Certification described below) of the documents referred to in
Section 2.01 above and all other assets included in the Trust Fund and declares
that it holds and will hold such documents and the other documents delivered to
it constituting the Mortgage Files, and that it holds or will hold such other
assets included in the Trust Fund (to the extent delivered or assigned to the
Trustee), in trust for the exclusive use and benefit of all present and future
Certificateholders.

         The Trustee agrees, for the benefit of the Certificateholders, to
review each Mortgage File on or before the Closing Date to ascertain that all
documents required to be delivered to it are in its possession, and the Trustee
agrees to execute and deliver to the Depositor and the Master Servicer on the
Closing Date an Initial Certification in the form annexed hereto as Exhibit C to
the effect that, as to each Mortgage Loan listed in the Mortgage Loan Schedule
(other than any Mortgage Loan paid in full or any Mortgage Loan specifically
identified in such certification as not covered by such certification), (i) all
documents required to be delivered to it pursuant to this Agreement with respect
to such Mortgage Loan are in its possession, (ii) such documents have been
reviewed by it and appear regular on their face and relate to such Mortgage Loan
and (iii) based on its examination and only as to the foregoing documents, the
information set forth in items (i) - (vi) and (xiii) of the definition of the
"Mortgage Loan Schedule" accurately reflects information set forth in the
Mortgage File. Neither the Trustee nor the Master Servicer shall be under any
duty to determine whether any Mortgage File should include any of the documents
specified in clause (vi) of Section 2.01. Neither the Trustee nor the Master
Servicer shall be under any duty or obligation to inspect, review or examine
said documents, instruments, certificates or other papers to determine that the
same are genuine, enforceable or appropriate for the represented purpose or that
they have actually been recorded or that they are other than what they purport
to be on their face.

         Within 90 days of the Closing Date the Trustee shall deliver to the
Depositor and the Master Servicer a Final Certification in the form annexed
hereto as Exhibit D evidencing the completeness of the Mortgage Files, with any
applicable exceptions noted thereon.

         If in the process of reviewing the Mortgage Files and preparing the
certifications referred to above the Trustee finds any document or documents
constituting a part of a Mortgage File to be missing or defective in any
material respect, the Trustee shall promptly notify the Seller, the Master
Servicer and the Depositor. The Trustee shall promptly notify the Seller of such
defect and request that the Seller cure any such defect within 60 days from the
date on which the Seller was notified of such defect, and if the Seller does not
cure such defect in all material respects during such period, request that the
Seller purchase such Mortgage Loan from the Trust Fund on behalf of the
Certificateholders at the Purchase Price within 90 days after the date on which
the Seller was notified of such defect. It is understood and agreed that the
obligation of the Seller to cure a material defect in, or purchase any Mortgage
Loan as to which a material defect in a constituent document exists shall
constitute the sole remedy respecting such defect available to
Certificateholders or the Trustee on behalf of Certificateholders. The Purchase
Price for the purchased Mortgage Loan shall be deposited or caused to be
deposited upon receipt by the Master Servicer in the Custodial Account and, upon
receipt by the Trustee of written notification of such deposit signed by a
Servicing Officer, the Trustee shall release or cause to be released to the
Seller the related Mortgage File and shall execute and deliver such instruments
of transfer or assignment, in each case without recourse, as the Seller shall
require as necessary to vest in the Seller ownership of any Mortgage Loan
released pursuant hereto and at such time the Trustee shall have no further
responsibility with respect to the related Mortgage File.

         SECTION 2.03 Representations, Warranties and Covenants of the Master
Servicer and the Depositor.

         (a) The Master Servicer hereby represents and warrants to and covenants
with the Depositor and the Trustee for the benefit of Certificateholders that:

                  (i) The Master Servicer is, and throughout the term hereof
         shall remain, a duly organized, validly existing and in good standing
         under the laws of the State of (except as otherwise permitted pursuant
         to Section 6.02), the Master Servicer is, and shall remain, in
         compliance with the laws of each state in which any Mortgaged Property
         is located to the extent necessary to perform its obligations under
         this Agreement, and the Master Servicer is, and shall remain, approved
         to sell mortgage loans to and service mortgage loans for FNMA and
         FHLMC;

                  (ii) The execution and delivery of this Agreement by the
         Master Servicer, and the performance and compliance with the terms of
         this Agreement by the Master Servicer, will not violate the Master
         Servicer's articles of incorporation or bylaws or constitute a default
         (or an event which, with notice or lapse of time, or both, would
         constitute a default) under, or result in the breach of, any material
         agreement or other instrument to which it is a party or which is
         applicable to it or any of its assets;

                  (iii) The Master Servicer has the full power and authority to
         enter into and consummate all transactions contemplated by this
         Agreement, has duly authorized the execution, delivery and performance
         of this Agreement, and has duly executed and delivered this Agreement;

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

                  (v) The Master Servicer is not in violation of, and its
         execution and delivery of this Agreement and its performance and
         compliance with the terms of this Agreement will not constitute a
         violation of, any law, any order or decree of any court or arbiter, or
         any order, regulation or demand of any federal, state or local
         governmental or regulatory authority, which violation is likely to
         affect materially and adversely either the ability of the Master
         Servicer to perform its obligations under this Agreement or the
         financial condition of the Master Servicer;

                  (vi) No litigation is pending or, to the best of the Master
         Servicer's knowledge, threatened against the Master Servicer which
         would prohibit its entering into this Agreement or performing its
         obligations under this Agreement or is likely to affect materially and
         adversely either the ability of the Master Servicer to perform its
         obligations under this Agreement or the financial condition of the
         Master Servicer;

                  (vii) The Master Servicer will comply in all material respects
         in the performance of this Agreement and with all reasonable rules and
         requirements of each insurer under each Insurance Instrument;

                  (viii) The execution of this Agreement and the performance of
         the Master Servicer's obligations hereunder do not require any license,
         consent or approval of any state or federal court, agency, regulatory
         authority or other governmental body having jurisdiction over the
         Master Servicer, other than such as have been obtained; and (ix) no
         information, certificate of an officer, statement furnished in writing
         or report delivered to the Depositor, any affiliate of the Depositor or
         the Trustee by the Master Servicer will, to the knowledge of the Master
         Servicer, contain any untrue statement of a material fact or omit a
         material fact necessary to make the information, certificate, statement
         or report not misleading; and

         It is understood and agreed that the representations, warranties and
covenants set forth in this Section 2.03(a) shall survive the execution and
delivery of this Agreement, and shall inure to the benefit of the Depositor, the
Trustee and the Certificateholders. Upon discovery by the Depositor, the Trustee
or the Master Servicer of a breach of any of the foregoing representations,
warranties and covenants that materially and adversely affects the interests of
the Depositor or the Trustee, the party discovering such breach shall give
prompt written notice to the other parties.

         (b) The Depositor hereby represents and warrants to the Master Servicer
and the Trustee for the benefit of Certificateholders that as of the Closing
Date (or, if otherwise specified below, as of the date so specified):

                  (i) Immediately prior to the assignment of the Mortgage Loans
         to the Trustee, the Depositor had good title to, and was the sole owner
         of, each Mortgage Loan free and clear of any pledge, lien, encumbrance
         or security interest (other than rights to servicing and related
         compensation) and such assignment validly transfers ownership of the
         Mortgage Loans to the Trustee free and clear of any pledge, lien,
         encumbrance or security interest;

                  (ii) No Mortgage Loan is one month or more delinquent in
         payment of principal and interest as of the Cut-off Date and no
         Mortgage Loan has been so delinquent more than once in the 12-month
         period prior to the Cut-off Date;

                  (iii) The information set forth in the Mortgage Loan Schedule
         with respect to each Mortgage Loan or the Mortgage Loans, as the case
         may be, is true and correct in all material respects at the date or
         dates respecting which such information is furnished;

                  (iv) The Mortgage Loans are fully-amortizing, fixed-rate
         mortgage loans with level Monthly Payments due on the first day of each
         month and terms to maturity at origination or modification of not more
         than 30 years;

                  (v) Each Mortgage Loan secured by a Mortgaged Property with a
         Loan-to-Value Ratio at origination in excess of 80% is the subject of a
         Primary Mortgage Insurance Policy that insures that portion of the
         principal balance thereof that exceeds the amount equal to 75% of the
         appraised value of the related Mortgaged Property. Each such Primary
         Mortgage Insurance Policy is in full force and effect and the Trustee
         is entitled to the benefits thereunder; and

                  (vi) The representations and warranties of the Seller with
         respect to the Mortgage Loans and the remedies therefor are as set
         forth in the Seller's Warranty Certificate.

                  [Other representations and warranties as applicable.]

         It is understood and agreed that the representations and warranties set
forth in this Section 2.03(b) shall survive delivery of the respective Mortgage
Files to the Trustee.

         Upon discovery by either the Depositor, the Master Servicer or the
Trustee of a breach of any representation or warranty set forth in this Section
2.03 which materially and adversely affects the interests of the
Certificateholders in any Mortgage Loan, the party discovering such breach shall
give prompt written notice to the other parties.

         SECTION 2.04 Representations and Warranties of the Seller; Repurchase
and Substitution.

         The Depositor hereby assigns to the Trustee for the benefit of
Certificateholders its interest in respect of the representations and warranties
made by the Seller in the Seller's Warranty Certificate or the exhibits thereto.
Insofar as the Seller's Warranty Certificate relates to such representations and
warranties and any remedies provided thereunder for any breach of such
representations and warranties, such right, title and interest may be enforced
by the Trustee on behalf of the Certificateholders. Upon the discovery by the
Depositor, the Master Servicer or the Trustee of a breach of any of the
representations and warranties made in the Seller's Warranty Certificate in
respect of any Mortgage Loan which materially and adversely affects the
interests of the Certificateholders in such Mortgage Loan, the party discovering
such breach shall give prompt written notice to the other parties. The Trustee
shall promptly notify the Seller of such breach and request that such Seller
shall, within 90 days from the date that the Depositor, the Seller or the
Trustee was notified of such breach, either (i) cure such breach in all material
respects or (ii) purchase such Mortgage Loan from the Trust Fund at the Purchase
Price and in the manner set forth in Section 2.02; provided that in the case of
such breach, the Seller shall have the option to substitute a Qualified
Substitute Mortgage Loan or Loans for such Mortgage Loan if such substitution
occurs within two years following the Closing Date. Any such substitution must
occur within 90 days from the date the Seller was notified of the breach if such
90 day period expires before two years following the Closing Date. In the event
that the Seller elects to substitute a Qualified Substitute Mortgage Loan or
Loans for a Deleted Mortgage Loan pursuant to this Section 2.04, the Seller
shall deliver to the Trustee for the benefit of the Certificateholders with
respect to such Qualified Substitute Mortgage Loan or Loans, the original
Mortgage Note, the Mortgage, an Assignment of the Mortgage in recordable form,
and such other documents and agreements as are required by Section 2.01, with
the Mortgage Note endorsed as required by Section 2.01. No substitution will be
made in any calendar month after the Determination Date for such month. Monthly
Payments due with respect to Qualified Substitute Mortgage Loans in the month of
substitution shall not be part of the Trust Fund and will be retained by the
Master Servicer and remitted by the Master Servicer to the Seller on the next
succeeding Distribution Date.

         For the month of substitution, distributions to Certificateholders will
include the Monthly Payment due on a Deleted Mortgage Loan for such month and
thereafter the Seller shall be entitled to retain all amounts received in
respect of such Deleted Mortgage Loan. The Depositor shall amend or cause to be
amended the Mortgage Loan Schedule for the benefit of the Certificateholders to
reflect the removal of such Deleted Mortgage Loan and the substitution of the
Qualified Substitute Mortgage Loan or Loans and the Depositor shall deliver the
amended Mortgage Loan Schedule, to the Trustee. Upon such substitution, the
Qualified Substitute Mortgage Loan or Loans shall be subject to the terms of
this Agreement in all respects, the Seller shall be deemed to have made the
representations and warranties with respect to the Qualified Substitute Mortgage
Loan contained in the Seller's Warranty Certificate as of the date of
substitution, and the Depositor shall be deemed to have made with respect to any
Qualified Substitute Mortgage Loan or Loans, as of the date of substitution, the
representations and warranties set forth in Section 2.03 hereof, and the Seller
shall be obligated to repurchase or substitute for any Qualified Substitute
Mortgage Loan as to which a repurchase or substitution obligation has occurred
pursuant to Section 3 of the Seller's Warranty Certificate.

         In connection with the substitution of one or more Qualified Substitute
Mortgage Loans for one or more Deleted Mortgage Loans, the Master Servicer will
determine the amount (if any) by which the aggregate principal balance of all
such Qualified Substitute Mortgage Loans as of the date of substitution is less
than the aggregate Stated Principal Balance of all such Deleted Mortgage Loans
(in each case after application of the principal portion of the Monthly Payments
due in the month of substitution that are to be distributed to
Certificateholders in the month of substitution). The Seller shall provide the
Master Servicer on the day of substitution for immediate deposit in to the
Custodial Account the amount of such shortfall, without any reimbursement
therefor. The Seller shall give notice in writing to the Trustee of such event,
which notice shall be accompanied by an Officers' Certificate as to the
calculation of such shortfall and by an Opinion of Counsel to the effect that
such substitution will not cause (a) any federal tax to be imposed on the Trust
Fund, including without limitation, any federal tax imposed on "prohibited
transactions" under Section 86OF(a)(1) of the Code or on "contributions after
the startup date" under Section 86OG(d)(1) of the Code or (b) any portion of the
Trust Fund to fail to qualify as a REMIC at any time that any Certificate is
outstanding. The costs of any substitution as described above, including any
related assignments, opinions or other documentation in connection therewith
shall be borne by the Seller.

         Except as expressly set forth herein neither the Trustee nor the Master
Servicer is under any obligation to discover any breach of the above mentioned
representations and warranties. It is understood and agreed that the obligation
of the Seller to cure such breach or to so purchase 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
Certificateholders or the Trustee on behalf of Certificateholders. In addition,
if the first scheduled Monthly Payment is due during the first month after its
closing date (as such term is used in the Seller's Warranties Certificate) and
such Monthly Payment is not received by the Master Servicer within 30 days of
the due date in accordance with the terms of the related Mortgage Note, the
Master Servicer shall promptly notify the Seller and the Trustee and the Seller
shall purchase such Mortgage Loan from the Trust Fund at the Purchase Price or
substitute a Qualified Substitute Mortgage Loan therefor within 15 days from the
date that the Seller was notified.

         SECTION 2.05 Issuance of Certificates Evidencing Interests in the Trust
Fund.

         The Trustee acknowledges the assignment to it of the Mortgage Loans and
the delivery of the Mortgage Files to it together with the assignment to it of
all other assets included in the Trust Fund, receipt of which is hereby
acknowledged. Concurrently with such delivery and in exchange therefor, the
Trustee, pursuant to the written request of the Depositor executed by an officer
of the Depositor, has executed and caused to be authenticated, and delivered to
or upon the order of the Depositor, the Certificates in authorized denominations
which evidence ownership of the entire Trust Fund.

         SECTION 2.06 Purposes and Powers of the Trust.

         The purpose of the common law trust, as created hereunder, is to engage
in the following activities:

         (a) acquire and hold the Mortgage Loans and the other assets of the
Trust Fund and the proceeds therefrom;

         (b) to issue the Certificates sold to the Depositor in exchange for the
Mortgage Loans; to make payments on the Certificates;

         (c) to engage in those activities that are necessary, suitable or
convenient to accomplish the foregoing or are incidental thereto or connected
therewith; and

         (d) subject to compliance with this Agreement, to engage in such other
activities as may be required in connection with conservation of the Trust Fund
and the making of distributions to the Certificateholders.

         (e) The trust is hereby authorized to engage in the foregoing
activities. The Trustee shall not cause the trust to engage in any activity
other than in connection with the foregoing or other than as required or
authorized by the terms of this Agreement while any Certificate is outstanding,
and this Section 2.06 may not be amended, without the consent of the
Certificateholders evidencing 51% or more of the aggregate Voting Rights of the
Certificates.



<PAGE>


                                   ARTICLE III

                 ADMINISTRATION AND SERVICING OF THE TRUST FUND

         SECTION 3.01 Master Servicer to Act as Master Servicer.

         The Master Servicer shall service and administer the Mortgage Loans for
the benefit of the Certificateholders, in accordance with this Agreement and the
customary and usual standards of practice of prudent institutional mortgage
lenders servicing comparable mortgage loans for their own account in the
respective states in which the Mortgaged Properties are located. Subject to the
foregoing, the Master Servicer shall have full power and authority, acting alone
and/or through Sub-Servicers as provided in Section 3.02, to do or cause to be
done any and all things in connection with such servicing and administration
that it may deem necessary or desirable. Without limiting the generality of the
foregoing, the Master Servicer in its own name or in the name of a Sub-Servicer
is hereby authorized and empowered by the Trustee when the Master Servicer
believes it appropriate in its best judgment, to (i) execute and deliver, on
behalf of the Certificateholders and the Trustee or any of them, any and all
instruments of satisfaction or cancellation, or of partial or full release or
discharge, and all other comparable instruments, with respect to the Mortgage
Loans and the Mortgaged Properties, (ii) institute foreclosure proceedings or
obtain a deed-in-lieu of foreclosure so as to convert the ownership of such
properties, and (iii) hold or cause to be held title to such properties, on
behalf of the Trustee and Certificateholders. The Master Servicer shall service
and administer the Mortgage Loans in accordance with applicable state and
federal law and shall provide to the Mortgagors any reports required to be
provided to them thereby. Subject to Section 3.16, the Trustee shall furnish to
the Master Servicer and any Sub-Servicer any powers of attorney and other
documents necessary or appropriate to enable the Master Servicer and any Sub-
Servicer to carry out their servicing and administrative duties hereunder. The
Trustee shall not be responsible for any action taken by the Master Servicer or
any Sub-Servicer pursuant to the application of such powers of attorney. In
accordance with the standards of the preceding paragraph, the Master Servicer
shall advance or cause to be advanced funds as necessary for the purpose of
effecting the payment of taxes and assessments on the Mortgaged Properties,
which advances shall be reimbursable in the first instance from related
collections from the Mortgagors pursuant to Section 3.09, and further as
provided in Section 3.11. No costs incurred by the Master Servicer or by Sub-
Servicers in effecting the payment of taxes and assessments on the Mortgaged
Properties shall, for the purpose of calculating distributions to
Certificateholders, be added to the amount owing under the related Mortgage
Loans, notwithstanding that the terms of such Mortgage Loans so permit.

         The Master Servicer shall not (unless the Mortgagor is in default with
respect to the Mortgage Loan or such default is, in the judgment of the Master
Servicer, reasonably foreseeable) make or permit any modification, waiver or
amendment of any term of any Mortgage Loan that would both (i) effect an
exchange or reissuance of such Mortgage Loan under Section 1001 of the Code (or
final, temporary or proposed Treasury regulations promulgated thereunder) and
(ii) cause the Trust Fund to fail to qualify as a REMIC under the Code or the
imposition of any tax on "prohibited transactions" or "contributions" after the
startup date under the REMIC Provisions.

         The Master Servicer may approve a request for a partial release of the
Mortgaged Property, easement, consent to alteration or demolition and other
similar matters if it has determined, exercising its good faith business
judgement in the same manner as it would if it were the owner of the related
Mortgage Loan, that such approval will not adversely affect the security for, or
the timely and full collectability of, the related Mortgage Loan. Any fee
collected by the Master Servicer for processing such request will be retained by
the Master Servicer as additional servicing compensation.

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

         SECTION 3.02 Sub-Servicing Agreements Between Master Servicer and
Sub-Servicers.

         (a) The Master Servicer may enter into Sub-Servicing Agreements with
Sub-Servicers for the servicing and administration of the Mortgage Loans and for
the performance of any and all other activities of the Master Servicer
hereunder. Each Sub-Servicer shall be either (i) an institution the accounts of
which are insured by the FDIC or (ii) another entity that engages in the
business of originating or servicing mortgage loans, and in either case shall be
authorized to transact business in the state or states in which the related
Mortgaged Properties it is to service are situated, if and to the extent
required by applicable law to enable the Sub-Servicer to perform its obligations
hereunder and under the Sub-Servicing Agreement, and in either case shall be a
FHLMC or FNMA approved mortgage servicer. Each Sub-Servicing Agreement must
impose on the Sub-Servicer requirements conforming to the provisions set forth
in Section 3.08 and provide for servicing of the Mortgage Loans consistent with
the terms of this Agreement. With the consent of the Trustee, which consent
shall not be unreasonably withheld, the Master Servicer and the Sub-Servicers
may enter into Sub-Servicing Agreements and make amendments to the Sub-Servicing
Agreements or enter into different forms of Sub-Servicing Agreements; provided,
however, that any such amendments or different forms shall be consistent with
and not violate the provisions of this Agreement.

         (b) As part of its servicing activities hereunder, the Master Servicer,
for the benefit of the Trustee and the Certificateholders, shall enforce the
obligations of each Sub-Servicer under the related Sub-Servicing Agreement,
including, without limitation, any obligation to make advances in respect of
delinquent payments as required by a Sub-Servicing Agreement, or to purchase a
Mortgage Loan on account of defective documentation or on account of a breach of
a representation or warranty, as described in Section 2.02. Such enforcement,
including, without limitation, the legal prosecution of claims, termination of
Sub-Servicing Agreements and the pursuit of other appropriate remedies, shall be
in such form and carried out to such an extent and at such time as the Master
Servicer, in its good faith business judgment, would require were it the owner
of the related Mortgage Loans. The Master Servicer shall pay the costs of such
enforcement at its own expense, but shall be reimbursed therefor only (i) from a
general recovery resulting from such enforcement only to the extent, if any,
that such recovery exceeds all amounts due in respect of the related Mortgage
Loans or (ii) from a specific recovery of costs, expenses or attorneys' fees
against the party against whom such enforcement is directed.

         SECTION 3.03 Successor Sub-Servicers.

         The Master Servicer shall be entitled to terminate any Sub-Servicing
Agreement and the rights and obligations of any Sub-Servicer pursuant to any
Sub-Servicing Agreement in accordance with the terms and conditions of such
Sub-Servicing Agreement. In the event of termination of any Sub-Servicer, all
servicing obligations of such Sub-Servicer shall be assumed simultaneously by
the Master Servicer without any act or deed on the part of such Sub-Servicer or
the Master Servicer, and the Master Servicer either shall service directly the
related Mortgage Loans or shall enter into a Sub-Servicing Agreement with a
successor Sub-Servicer which qualifies under Section 3.02.

         SECTION 3.04 Liability of the Master Servicer.

         Notwithstanding any Sub-Servicing Agreement, any of the provisions of
this Agreement relating to agreements or arrangements between the Master
Servicer and a Sub-Servicer or reference to actions taken through a Sub-Servicer
or otherwise, the Master Servicer shall remain obligated and primarily liable to
the Trustee and Certificateholders for the servicing and administering of the
Mortgage Loans in accordance with the provisions of Section 3.01 without
diminution of such obligation or liability by virtue of such Sub-Servicing
Agreements or arrangements or by virtue of indemnification from the Sub-Servicer
and to the same extent and under the same terms and conditions as if the Master
Servicer alone were servicing and administering the Mortgage Loans. For purposes
of this Agreement, the Master Servicer shall be deemed to have received payments
on Mortgage Loans when the Sub-Servicer has received such payments. The Master
Servicer shall be entitled to enter into any agreement with a Sub-Servicer for
indemnification of the Master Servicer by such Sub-Servicer and nothing
contained in this Agreement shall be deemed to limit or modify such
indemnification.

         SECTION 3.05 No Contractual Relationship Between Sub-Servicers and
Trustee or Certificateholders.

         Any Sub-Servicing Agreement that may be entered into and any
transactions or services relating to the Mortgage Loans involving a Sub-Servicer
in its capacity as such and not as an originator shall be deemed to be between
the Sub-Servicer and the Master Servicer alone, and the Trustee and
Certificateholders shall not be deemed parties thereto and shall have no claims,
rights, obligations, duties or liabilities with respect to the Sub-Servicer
except as set forth in Section 3.06.

         SECTION 3.06 Assumption or Termination of Sub-Servicing Agreements by
Trustee.

         In the event the Master Servicer shall for any reason no longer be the
master servicer (including by reason of an Event of Default), the Trustee or its
designee shall thereupon assume all of the rights and obligations of the Master
Servicer under each Sub-Servicing Agreement that the Master Servicer may have
entered into, unless the Trustee is then permitted and elects to terminate any
Sub-Servicing Agreement in accordance with its terms. The Trustee, its designee
or the successor servicer for the Trustee shall be deemed to have assumed all of
the Master Servicer's interest therein and to have replaced the Master Servicer
as a party to each Sub-Servicing Agreement to the same extent as if the
Sub-Servicing Agreements had been assigned to the assuming party, except that
the Master Servicer shall not thereby be relieved of any liability or
obligations under the Sub-Servicing Agreements, and the Master Servicer shall
continue to be entitled to any rights or benefits which arose prior to its
termination as master servicer.

         The Master Servicer at its expense shall, upon request of the Trustee,
deliver to the assuming party all documents and records relating to each
Sub-Servicing Agreement and the Mortgage Loans then being serviced and an
accounting of amounts collected and held by it and otherwise use its best
efforts to effect the orderly and efficient transfer of the Sub-Servicing
Agreements to the assuming party.

         SECTION 3.07 Collection of Certain Mortgage Loan Payments.

         The Master Servicer shall make reasonable efforts to collect all
payments called for under the terms and provisions of the Mortgage Loans, and
shall, to the extent such procedures shall be consistent with this Agreement and
the terms and provisions of any related Insurance Policy, follow such collection
procedures as it would follow with respect to mortgage loans comparable to the
Mortgage Loans and held for its own account. The Master Servicer shall not be
required to institute or join in litigation with respect to collection of any
payment (whether under a Mortgage, Mortgage Note, Primary Hazard Insurance
Policy, Primary Mortgage Insurance Policy or otherwise or against any public or
governmental authority with respect to a taking or condemnation) if it
reasonably believes that it is prohibited by applicable law from enforcing the
provision of the Mortgage or other instrument pursuant to which such payment is
required. Consistent with the foregoing, the Master Servicer may in its
discretion waive any prepayment fees, late payment charge or other charge,
except as otherwise required under applicable law. The Master Servicer shall be
responsible for preparing and distributing all information statements relating
to payments on the Mortgage Loans, in accordance with all applicable federal and
state tax laws and regulations.

         SECTION 3.08 Sub-Servicing Accounts.

         In those cases where a Sub-Servicer is servicing a Mortgage Loan
pursuant to a Sub-Servicing Agreement, the Sub-Servicer will be required to
establish and maintain one or more accounts (collectively, the "Sub-Servicing
Account"). The Sub-Servicing Account shall be an Eligible Account and shall
otherwise be acceptable to the Master Servicer. All amounts held in a
Sub-Servicing Account shall be held in trust for the Trustee for the benefit of
the Certificateholders. The Sub-Servicer will be required to deposit into the
Sub-Servicing Account no later than the first Business Day after receipt all
proceeds of Mortgage Loans received by the Sub-Servicer, less its servicing
compensation and any unreimbursed expenses and advances, to the extent permitted
by the Sub-Servicing Agreement. On each Sub-Servicer Remittance Date the
Sub-Servicer will be required to remit to the Master Servicer for deposit into
the Custodial Account all funds held in the Sub-Servicing Account with respect
to any Mortgage Loan as of the Sub-Servicer Remittance Date, after deducting
from such remittance an amount equal to the servicing compensation and
unreimbursed expenses and advances to which it is then entitled pursuant to the
related Sub-Servicing Agreement, to the extent not previously paid to or
retained by it. In addition, on each Sub-Servicer Remittance Date the
Sub-Servicer will be required to remit to the Master Servicer any amounts
required to be advanced pursuant to the related Sub-Servicing Agreement. The
Sub-Servicer will also be required to remit to the Master Servicer, within one
Business Day of receipt, the proceeds of any Principal Prepayment made by the
Mortgagor and any Insurance Proceeds or Liquidation Proceeds.

         SECTION 3.09 Collection of Taxes, Assessments and Similar Items;
Servicing Accounts.

         The Master Servicer and the Sub-Servicers shall establish and maintain
one or more accounts (the "Servicing Accounts"), and shall deposit and retain
therein all collections from the Mortgagors (or related advances from
Sub-Servicers) for the payment of taxes, assessments, Primary Hazard Insurance
Policy premiums, and comparable items for the account of the Mortgagors, to the
extent that the Master Servicer customarily escrows for such amounts.
Withdrawals of amounts so collected from a Servicing Account may be made only to
(i) effect payment of taxes, assessments, Primary Hazard Insurance Policy
premiums and comparable items; (ii) reimburse the Master Servicer (or a
Sub-Servicer to the extent provided in the related Sub-Servicing Agreement) out
of related collections for any payments made pursuant to Sections 3.01 (with
respect to taxes and assessments) and 3.13 (with respect to Primary Hazard
Insurance Policies); (iii) refund to Mortgagors any sums as may be determined to
be overages; or (iv) clear and terminate the Servicing Account at the
termination of this Agreement pursuant to Section 9.01. As part of its servicing
duties, the Master Servicer or Sub-Servicers shall, if and to the extent
required by law, pay to the Mortgagors interest on funds in Servicing Accounts
from its or their own funds, without any reimbursement therefor.

         SECTION 3.10 Custodial Account.

         (a) The Master Servicer shall establish and maintain one or more
accounts (collectively, the "Custodial Account") in which the Master Servicer
shall deposit or cause to be deposited no later than the first Business Day
after receipt or as and when received from the Sub-Servicers, the following
payments and collections received or made by or on behalf of it subsequent to
the Cut-off Date, or received by it prior to the Cut-off Date but allocable to a
period subsequent thereto (other than in respect of principal and interest on
the Mortgage Loans due on or before the Cut-off Date):

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

                  (ii) all payments on account of interest on the Mortgage
         Loans, not including any portion thereof representing interest on
         account of the related Servicing Fee Rate;

                  (iii) all Insurance Proceeds, other than proceeds that
         represent reimbursement of costs and expenses incurred by the Master
         Servicer in connection with presenting claims under the related
         Insurance Policies, Liquidation Proceeds and REO Proceeds;

                  (iv) all proceeds of any Mortgage Loan or REO Property
         repurchased or purchased in accordance with Sections 2.02, 2.04 or 9.01
         and all amounts required to be deposited in connection with the
         substitution of a Qualified Substitute Mortgage Loan pursuant to
         Section 2.04;

                  (v) any amounts required to be deposited in the Custodial
         Account pursuant to Section 3.12, 3.13 or 3.22; and

                  (vi) all amounts transferred from the Certificate Account to
         the Custodial Account in accordance with Sections 4.01(b).

         For purposes of the immediately preceding sentence, the Cut-off Date
with respect to any Qualified Substitute Mortgage Loan shall be deemed to be the
date of substitution.

The foregoing requirements for deposit in the Custodial Account shall be
exclusive. In the event the Master Servicer shall deposit in the Custodial
Account any amount not required to be deposited therein, it may withdraw such
amount from the Custodial Account, any provision herein to the contrary
notwithstanding. The Custodial Account shall be maintained as a segregated
account, separate and apart from trust funds created for mortgage pass-through
certificates of other series, and the other accounts of the Master Servicer.

         (b) Funds in the Custodial Account may be invested in Permitted
Instruments in accordance with the provisions set forth in Section 3.12. The
Master Servicer shall give notice to the Trustee and the Depositor of the
location of the Custodial Account after any change thereof.

         (c) Payments in the nature of late payment charges, prepayment fees,
assumption fees and reconveyance fees received on the Mortgage Loans shall not
be deposited in the Custodial Account, but rather shall be received and held by
the Master Servicer as additional servicing compensation.

         SECTION 3.11 Permitted Withdrawals From the Custodial Account.

         The Master Servicer may, from time to time as provided herein, make
withdrawals from the Custodial Account of amounts on deposit therein pursuant to
Section 3.10 that are attributable to the Mortgage Loans for the following
purposes:

                  (i) to make deposits into the Certificate Account in the
         amounts and in the manner provided for in Section 4.01, such deposit to
         include interest collections on the Mortgage Loans at the Net Mortgage
         Rate [and net of amounts reimbursed therefrom];

                  (ii) to pay to itself, the Depositor, the Seller or any other
         appropriate person, as the case may be, with respect to each Mortgage
         Loan that has previously been purchased, repurchased or replaced
         pursuant to Sections 2.02, 2.04 or 9.01 all amounts received thereon
         and not yet distributed as of the date of purchase, repurchase or
         substitution;

                  (iii) to reimburse itself or any Sub-Servicer for Advances not
         previously reimbursed, the Master Servicer's or any Sub-Servicer's
         right to reimbursement pursuant to this clause (iii) being limited to
         amounts received which represent Late Collections (net of the related
         Servicing Fees) of Monthly Payments on Mortgage Loans with respect to
         which such Advances were made and as further provided in Section 3.15;

                  (iv) to reimburse or pay itself, the Trustee or the Depositor
         for expenses incurred by or reimbursable to the Master Servicer, the
         Trustee or the Depositor pursuant to Sections 3.22, 6.03, 8.05,
         10.01(c) or 10.01(g), except as otherwise provided in such Sections;

                  (v) to reimburse itself or any Sub-Servicer for costs and
         expenses incurred by or reimbursable to it relating to the prosecution
         of any claims pursuant to Section 3.13 that are in excess of the
         amounts so recovered;

                  (vi) to reimburse itself or any Sub-Servicer for unpaid
         Servicing Fees and unreimbursed Servicing Advances, the Master
         Servicer's or any Sub-Servicer's right to reimbursement pursuant to
         this clause (vi) with respect to any Mortgage Loan being limited to
         late recoveries of the payments for which such advances were made
         pursuant to Section 3.01 or Section 3.09 and any other related Late
         Collections;

                  (vii) to pay itself as servicing compensation (in addition to
         the Servicing Fee), on or after each Distribution Date, any interest or
         investment income earned on funds deposited in the Custodial Account
         for the period ending on such Distribution Date, subject to Section
         8.05;

                  (viii) to reimburse itself or any Sub-Servicer for any Advance
         previously made which itself has determined to be a Nonrecoverable
         Advance, provided that either (a) such Advance was made with respect to
         a delinquency that ultimately constituted an Excess Special Hazard
         Loss, Excess Fraud Loss, Excess Bankruptcy Loss or Extraordinary Loss,
         or (b) the Certificate Principal Balances of the Class B Certificates
         have been reduced to zero; and

                  (ix) to clear and terminate the Custodial Account at the
         termination of this Agreement pursuant to Section 9.01.

         The Master Servicer shall keep and maintain separate accounting records
on a Mortgage Loan by Mortgage Loan basis, for the purpose of justifying any
withdrawal from the Custodial Account pursuant to such clauses (ii), (iii),
(iv), (v), (vi), (vii) and (viii). Reconciliations will be prepared by the
Master Servicer for the related Collection Account within 30 calendar days after
the bank statement cut-off date. All items requiring reconciliation will be
resolved within 90 calendar days of their original identification.

         In connection with clause (viii) above, the Trustee shall notify the
Master Servicer if and when the Certificate Principal Balances of the Class B
Certificates have been reduced to zero.

         SECTION 3.12 Permitted Instruments.

         Any institution maintaining the Custodial Account shall at the
direction of the Master Servicer invest the funds in such account in Permitted
Instruments, each of which shall mature not later than the Business Day
immediately preceding the Distribution Date next following the date of such
investment (except that if such Permitted Instrument is an obligation of the
institution that maintains such account, then such Permitted Instrument shall
mature not later than such Distribution Date) and shall not be sold or disposed
of prior to its maturity. All income and gain realized from any such investment
as well as any interest earned on deposits in the Custodial Account shall be for
the benefit of the Master Servicer. The Master Servicer shall deposit in the
Custodial Account (with respect to investments made hereunder of funds held
therein) an amount equal to the amount of any loss incurred in respect of any
such investment immediately upon realization of such loss without right of
reimbursement.

         SECTION 3.13 Maintenance of Primary Mortgage Insurance and Primary
Hazard Insurance.

         (a) The Master Servicer shall not take, or permit any Sub-Servicer to
take, any action which would result in non-coverage under any applicable Primary
Mortgage Insurance Policy of any loss which, but for the actions of the Master
Servicer or Sub-Servicer, would have been covered thereunder. To the extent
coverage is available, the Master Servicer shall keep or cause to be kept in
full force and effect each such Primary Mortgage Insurance Policy until the
principal balance of the related Mortgage Loan secured by a Mortgaged Property
is reduced to 75% or less of the Collateral Value in the case of such a Mortgage
Loan having a Loan-to-Value Ratio at origination in excess of 80%. The Master
Servicer shall not cancel or refuse to renew any such Primary Mortgage Insurance
Policy, or consent to any Sub-Servicer canceling or refusing to renew any such
Primary Mortgage Insurance Policy applicable to a Mortgage Loan subserviced by
it, that is in effect at the date of the initial issuance of the Certificates
and is required to be kept in force hereunder unless the replacement Primary
Mortgage Insurance Policy for such canceled or non-renewed policy is maintained
with a Qualified Insurer.

         (b) In connection with its activities as administrator and servicer of
the Mortgage Loans, the Master Servicer agrees to present or to cause the
related Sub-Servicer to present, on behalf of the Master Servicer, the
Sub-Servicer, if any, the Trustee and Certificateholders, claims to the insurer
under any Primary Mortgage Insurance Policies, in a timely manner in accordance
with such policies, and, in this regard, to take or cause to be taken such
reasonable action as shall be necessary to permit recovery under any Primary
Mortgage Insurance Policies respecting defaulted Mortgage Loans. Pursuant to
Section 3. 10, any Insurance Proceeds collected by or remitted to the Master
Servicer under any Primary Mortgage Insurance Policies shall be deposited in the
Custodial Account, subject to withdrawal pursuant to Section 3.11.

         (c) The Master Servicer shall cause to be maintained for each Mortgage
Loan primary hazard insurance with extended coverage on the related Mortgaged
Property in an amount equal to the lesser of 100% of the replacement value of
the improvements, as determined by the insurance company, on such Mortgaged
Property or the unpaid principal balance of the Mortgage Loan. The Master
Servicer shall also cause to be maintained on property acquired upon
foreclosure, or deed in lieu of foreclosure, of any Mortgage Loan, fire
insurance with extended coverage in an amount equal to the replacement value of
the improvements thereon. Pursuant to Section 3.10, any amounts collected by the
Master Servicer under any such policies (other than amounts to be applied to the
restoration or repair of the related Mortgaged Property or property thus
acquired or amounts released to the Mortgagor in accordance with the Master
Servicer's normal servicing procedures) shall be deposited in the Custodial
Account, subject to withdrawal pursuant to Section 3.11. Any cost incurred by
the Master Servicer in maintaining any such insurance shall not, for the purpose
of calculating monthly distributions to Certificateholders, be added to the
amount owing under the Mortgage Loan, notwithstanding that the terms of the
Mortgage Loan so permit. It is understood and agreed that no earthquake or other
additional insurance is to be required of any Mortgagor or maintained on
property acquired in respect of a Mortgage Loan other than pursuant to such
applicable laws and regulations as shall at any time be in force and as shall
require such additional insurance. When the improvements securing a Mortgage
Loan are located at the time of origination of such Mortgage Loan in a federally
designated special flood hazard area, the Master Servicer shall cause flood
insurance (to the extent available) to be maintained in respect thereof. Such
flood insurance shall be in an amount equal to the lesser of (i) the replacement
value of the improvements, which are part of such Mortgaged Property on a
replacement cost basis and (ii) the maximum amount of such insurance available
for the related Mortgaged Property under the national flood insurance program
(assuming that the area in which such Mortgaged Property is located is
participating in such program).

         In the event that the Master Servicer shall obtain and maintain a
blanket fire insurance policy with extended coverage insuring against hazard
losses on all of the Mortgage Loans, it shall conclusively be deemed to have
satisfied its obligations as set forth in the first two sentences of this
Section 3.13, it being understood and agreed that such policy may contain a
deductible clause, in which case the Master Servicer shall, in the event that
there shall not have been maintained on the related Mortgaged Property a policy
complying with the first two sentences of this Section 3.13 and there shall have
been a loss which would have been covered by such policy, deposit in the
Certificate Account the amount not otherwise payable under the blanket policy
because of such deductible clause. Any such deposit by the Master Servicer shall
be made on the Certificate Account Deposit Date next preceding the Distribution
Date which occurs in the month following the month in which payments under any
such policy would have been deposited in the Custodial Account. In connection
with its activities as administrator and servicer of the Mortgage Loans, the
Master Servicer agrees to present, on behalf of itself, the Trustee and
Certificateholders, claims under any such blanket policy.

         SECTION 3.14 Enforcement of Due-on-Sale Clauses; Assumption Agreements.

         The Master Servicer will, to the extent it has knowledge of any
conveyance or prospective conveyance by any Mortgagor of the Mortgaged Property
(whether by absolute conveyance or by contract of sale, and whether or not the
Mortgagor remains or is to remain liable under the Mortgage Note or the
Mortgage), exercise or cause to be exercised its rights to accelerate the
maturity of such Mortgage Loan under any "due-on-sale" clause applicable
thereto; provided, however, that the Master Servicer shall not exercise any such
rights if it reasonably believes that it is prohibited by law from doing so or
if such enforcement will adversely affect or jeopardize required coverage under
the Insurance Instruments. If the Master Servicer is unable to enforce such
"due- on-sale" clause (as provided in the previous sentence) or if no
"due-on-sale" clause is applicable, the Master Servicer or the Sub-Servicer will
enter into an assumption and modification agreement with the Person to whom such
property has been conveyed or is proposed to be conveyed, pursuant to which such
Person becomes liable under the Mortgage Note and, to the extent permitted by
applicable state law, the Mortgagor remains liable thereon; provided, however,
that the Master Servicer shall not enter into any assumption and modification
agreement if the coverage provided under the Primary Insurance Policy, if any,
would be impaired by doing so. The Master Servicer is also authorized to enter
into a substitution of liability agreement with such Person, pursuant to which
the original Mortgagor is released from liability and such Person is substituted
as the Mortgagor and becomes liable under the Mortgage Note, if the Master
Servicer shall have determined in good faith that such substitution will not
adversely affect the collectability of the Mortgage Loan. Any fee collected by
or on behalf of the Master Servicer for entering into an assumption or
substitution of liability agreement will be retained by or on behalf of the
Master Servicer as additional servicing compensation. In connection with any
such assumption, no material term of the Mortgage Note (including but not
limited to the Mortgage Rate, the amount of the Monthly Payment and any other
term affecting the amount or timing of payment on the Mortgage Loan) may be
changed. The Master Servicer shall not enter into any substitution or assumption
if such substitution or assumption would constitute a "significant modification"
effecting an exchange or reissuance of such Mortgage Loan under the Code (or
final, temporary or proposed Treasury regulations promulgated thereunder) and
cause the Trust Fund to fail to qualify as a REMIC under the Code or the
imposition of any tax on "prohibited transactions" or "contributions" after the
Startup Day under the REMIC Provisions. The Master Servicer shall notify the
Trustee that any such substitution or assumption agreement has been completed by
forwarding to the Trustee the original copy of such substitution or assumption
agreement, which copy shall be added to the related Mortgage File and shall, for
all purposes, be considered a part of such Mortgage File to the same extent as
all other documents and instruments constituting a part thereof.

         Notwithstanding the foregoing paragraph or any other provision of this
Agreement, the Master Servicer shall not be deemed to be in default, breach or
any other violation of its obligations hereunder by reason of any assumption of
a Mortgage Loan by operation of law or any assumption that the Master Servicer
may be restricted by law from preventing, for any reason whatsoever. For
purposes of this Section 3.14, the term "assumption" is deemed to also include a
sale of a Mortgaged Property that is not accompanied by an assumption or
substitution of liability agreement.

         SECTION 3.15 Realization Upon Defaulted Mortgage Loans.

         The Master Servicer shall exercise reasonable efforts, consistent with
the procedures that the Master Servicer would use in servicing loans for its own
account, to foreclose upon or otherwise comparably convert (which may include an
REO Acquisition) the ownership of properties securing such of the Mortgage Loans
as come into and continue in default and as to which no satisfactory
arrangements can be made for collection of delinquent payments pursuant to
Section 3.07, and which are not released from the Trust Fund pursuant to any
other provision hereof. The Master Servicer shall use reasonable efforts to
realize upon such defaulted Mortgage Loans in such manner as will maximize the
receipt of principal and interest by Certificateholders, taking into account,
among other things, the timing of foreclosure proceedings. The foregoing is
subject to the provisions that, in any case in which Mortgaged Property shall
have suffered damage from an Uninsured Cause, the Master Servicer shall not be
required to expend its own funds toward the restoration of such property unless
it shall determine in (i) that such restoration will increase the net proceeds
of liquidation of the related Mortgage Loan to Certificateholders after
reimbursement to itself for such expenses, and (ii) that such expenses will be
recoverable by the Master Servicer through Insurance Proceeds or Liquidation
Proceeds from the related Mortgaged Property, as contemplated in Section 3.11.
The Master Servicer shall be responsible for all other costs and expenses
incurred by it in any such proceedings; provided, however, that it shall be
entitled to reimbursement thereof from the related Mortgaged Property, as
contemplated in Section 3.11.

         The proceeds of any Cash Liquidation or REO Disposition, as well as any
recovery resulting from a partial collection of Insurance Proceeds or
Liquidation Proceeds or any income from an REO Property, will be applied in the
following order of priority: first, to reimburse the Master Servicer or any
Sub-Servicer for any related unreimbursed Servicing Advances, pursuant to
Section 3.11 (vi) or 3.22; second, to accrued and unpaid interest on the
Mortgage Loan or REO Imputed Interest, at the Mortgage Rate, to the date of the
Cash Liquidation or REO Disposition, or to the Due Date prior to the
Distribution Date on which such amounts are to be distributed if not in
connection with a Cash Liquidation or REO Disposition; and third, as a recovery
of principal of the Mortgage Loan. If the amount of the recovery so allocated to
interest is less than a full recovery thereof, that amount will be allocated as
follows: first, on a pro rata basis, to unpaid Servicing Fees; and second, to
interest at the related Net Mortgage Rate. The portion of the recovery so
allocated to unpaid Servicing Fees shall be reimbursed to the Master Servicer or
any Sub-Servicer pursuant to Section 3.11(vi). The portions of the recovery so
allocated to interest at the related Net Mortgage Rate and to principal of the
Mortgage Loan shall be applied as follows: first, to reimburse the Trustee for
any unpaid Trustee's Fees, second, to reimburse the Master Servicer or any
Sub-Servicer for any related unreimbursed Advances in accordance with Section 3.
1 31 (iii) or 3.22, and third, for distribution in accordance with the
provisions of Section 4.01(b) and 4.01(c).

         SECTION 3.16 Trustee to Cooperate; Release of Mortgage Files.

         Upon the payment in full of any Mortgage Loan, or the receipt by the
Master Servicer of a notification that payment in full shall be escrowed in a
manner customary for such purposes, the Master Servicer will immediately notify
the Trustee by a certification (which certification shall include a statement to
the effect that all amounts received or to be received in connection with such
payment which are required to be deposited in the Custodial Account pursuant to
Section 3.10 have been or will be so deposited) of a Servicing Officer and shall
request delivery to it of the Mortgage File in the form of the Request for
Release attached hereto as Exhibit F-2. Upon receipt of such certification and
request, the Trustee shall promptly release the related Mortgage File to the
Master Servicer. Subject to the receipt by the Master Servicer of the proceeds
of such payment in full and the payment of all related fees and expenses, the
Master Servicer shall arrange for the release to the Mortgagor of the original
cancelled Mortgage Note. The Master Servicer shall provide for preparation of
the appropriate instrument of satisfaction covering any Mortgage Loan which pays
in full and the Trustee shall cooperate in the execution and return of such
instrument to provide for its delivery or recording as may be required. All
other documents in the Mortgage File shall be retained by the Master Servicer to
the extent required by applicable law. No expenses incurred in connection with
any instrument of satisfaction or deed of reconveyance shall be chargeable to
the Custodial Account or the Certificate Account.

         From time to time and as appropriate for the servicing or foreclosure
of any Mortgage Loan, including, for this purpose, collection under the
Insurance Instruments or any other insurance policy relating to the Mortgage
Loan, the Trustee shall, upon request of the Master Servicer and delivery to the
Trustee of a Request for Release in the form attached hereto as Exhibit F-1,
release the related Mortgage File to the Master Servicer, and the Trustee shall
execute such documents as the Master Servicer shall prepare and request as being
necessary to the prosecution of any such proceedings. Such Request for Release
shall obligate the Master Servicer to return each document previously requested
from the Mortgage File to the Trustee when the need therefor by the Master
Servicer no longer exists, unless the Mortgage Loan has been liquidated and the
Liquidation Proceeds relating to the Mortgage Loan have been deposited in the
Custodial Account or the Mortgage File or such document has been delivered to an
attorney, or to a public trustee or other public official as required by law,
for purposes of initiating or pursuing legal action or other proceedings for the
foreclosure of the Mortgaged Property either judicially or non-judicially, and
the Master Servicer has delivered to the Trustee a certificate of a Servicing
Officer certifying as to the name and address of the Person to which such
Mortgage File or such document was delivered and the purpose or purposes of such
delivery. Upon receipt of a certificate of a Servicing Officer stating that such
Mortgage Loan was liquidated and that all amounts received or to be received in
connection with such liquidation which are required to be deposited into the
Custodial Account have been or will be so deposited, or that such Mortgage Loan
has become an REO Property, the servicing receipt shall be released by the
Trustee to the Master Servicer.

         Upon written request of a Servicing Officer, the Trustee shall execute
and deliver to the Master Servicer any court pleadings, requests for trustee's
sale or other documents prepared by the Master Servicer that are necessary to
the foreclosure or trustee's sale in respect of a Mortgaged Property or to any
legal action brought to obtain judgment against any Mortgagor on the Mortgage
Note or Mortgage or to obtain a deficiency judgment, or to enforce any other
remedies or rights provided by the Mortgage Note or Mortgage or otherwise
available at law or in equity. Each such request that such pleadings or
documents be executed by the Trustee shall include a certification as to the
reason such documents or pleadings are required and that the execution and
delivery thereof by the Trustee will not invalidate or otherwise affect the lien
of the Mortgage, except for the termination of such a lien upon completion of
the foreclosure or trustee's sale.

         SECTION 3.17 Servicing Compensation.

         As compensation for its activities hereunder, the Master Servicer shall
be entitled to retain, from deposits to the Custodial Account of amounts
representing payments or recoveries of interest, the Servicing Fees with respect
to each Mortgage Loan (less any portion of such amounts retained by any
Sub-Servicer). In addition, the Master Servicer shall be entitled to recover
unpaid Servicing Fees out of related Late Collections to the extent permitted in
Section 3.11.

         The Master Servicer also shall be entitled pursuant to Section 3.11 to
receive from the Custodial Account, as additional servicing compensation
interest or other income earned on deposits therein, as well as any prepayment
fees, assumption fees, late payment fees and reconveyance fees. The Master
Servicer shall be required to pay all expenses incurred by it in connection with
its servicing activities hereunder (including payment of the premiums for any
Primary Mortgage Insurance Policy or blanket policy insuring against hazard
losses pursuant to Section 3.13, payment of the servicing compensation of the
Sub-Servicer to the extent not retained by it), and shall not be entitled to
reimbursement therefor except as specifically pro vided in Section 3.11. The
Servicing Fee may not be transferred in whole or in part except in connection
with the transfer of all of the Master Servicer's responsibilities and
obligations under this Agreement.

         SECTION 3.18 Maintenance of Certain Servicing Policies.

         During the term of its service as Master Servicer, the Master Servicer
shall maintain in force (i) a policy or policies of insurance covering errors
and omissions in the performance of its obligations as servicer hereunder and
(ii) a fidelity bond in respect of its officers, employees or agents. Each such
policy or policies and bond shall, together, comply with the requirements from
time to time of FNMA or FHLMC for persons performing servicing for mortgage
loans purchased by such corporation. The Master Servicer shall prepare and
present, on behalf of itself, the Trustee and Certificateholders, claims under
any such errors and omissions policy or policies or fidelity bond in a timely
fashion in accordance with the terms of such policy or bond, and upon the filing
of any claim on any policy or bond described in this Section, the Master
Servicer shall promptly notify the Trustee of any such claims and the Trustee
shall notify the Rating Agency of such claim.

         SECTION 3.19 Annual Statement as to Compliance.

         Not later than February 28 of each calendar year beginning in 2007, the
Master Servicer shall deliver to the Depositor and the Trustee an Officer's
Certificate (an "Annual Statement of Compliance") stating, as to the signer
thereof, that (i) a review of the activities of such Servicer during the
preceding calendar year and of the performance of the Master Servicer under this
Agreement or other applicable servicing agreement has been made under such
officer's supervision, and (ii) to the best of such officer's knowledge, based
on such review, the Master Servicer has fulfilled all its obligations under this
Agreement or other applicable servicing agreement in all material respects
throughout such year, or, if there has been a failure to fulfill any such
obligation in any material respect, specifying each such failure known to such
officer and the nature and status of cure provisions thereof. Such Annual
Statement of Compliance shall contain no restrictions or limitations on its use.
In the event that the Master Servicer has delegated any servicing
responsibilities with respect to the Mortgage Loans serviced by it to a
Subservicer, the Master Servicer shall deliver an officer's certificate of the
Subservicer as described above as to each Subservicer as and when required with
respect to the Master Servicer.

         If the Master Servicer cannot deliver the related Annual Statement of
Compliance by February 28th of such year, the Trustee, at its sole option, may
permit a cure period for the Master Servicer to deliver such Annual Statement of
Compliance, but in no event later than March 10th of such year.

         Failure of the Master Servicer to timely comply with this Section 3.19
shall be deemed an Event of Default, automatically, without notice and without
any cure period, and the Trustee may, in addition to whatever rights the Trustee
may have under this Agreement and at law or equity or to damages, including
injunctive relief and specific performance, terminate all the rights and
obligations of the Master Servicer under this Agreement and in and to the
Mortgage Loans serviced by it and the proceeds thereof without compensating the
Master Servicer for the same. This paragraph shall supercede any other provision
in this Agreement or any other agreement to the contrary.

         SECTION 3.20 Assessments of Compliance and Attestation Reports.

         On and after January 1, 2006, the Master Servicer shall service and
administer the related Mortgage Loans in accordance with all applicable
requirements of the Servicing Criteria. The Master Servicer shall deliver to the
Trustee and the Depositor on or before February 28 of each calendar year
beginning in 2007, a report (an "Assessment of Compliance") reasonably
satisfactory to the Trustee regarding the Master Servicer's assessment of
compliance with the Servicing Criteria during the preceding calendar year as
required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of
Regulation AB, which as of the date hereof, require a report by an authorized
officer of the related Servicer that contains the following:

         (a) A statement by such officer of its responsibility for assessing
compliance with the Servicing Criteria applicable to the Master Servicer;

         (b) A statement by such officer that such officer used the Servicing
Criteria to assess compliance with the Servicing Criteria applicable to the
Master Servicer;

         (c) An assessment by such officer of the Master Servicer's compliance
with the applicable Servicing Criteria for the period consisting of the
preceding calendar year, including disclosure of any material instance of
noncompliance with respect thereto during such period, which assessment shall be
based on the activities it performs with respect to asset-backed securities
transactions taken as a whole involving the Master Servicer, that are backed by
the same asset type as the Mortgage Loans;

         (d) A statement that a registered public accounting firm has issued an
attestation report on the Master Servicer's Assessment of Compliance for the
period consisting of the preceding calendar year; and

         (e) A statement as to which of the Servicing Criteria, if any, are not
applicable to the Master Servicer, which statement shall be based on the
activities it performs with respect to asset-backed securities transactions
taken as a whole involving the Master Servicer, that are backed by the same
asset type as the Mortgage Loans.

         Such report at a minimum shall address each of the Servicing Criteria
specified on a certification substantially in the form of Exhibit CC hereto
delivered to the Trustee and the Depositor concurrently with the execution of
this Agreement.

         On or before February 28 of each calendar year beginning in 2007, the
Master Servicer shall furnish to the Trustee and the Depositor a report (an
"Attestation Report") by a registered public accounting firm that attests to,
and reports on, the Assessment of Compliance made by the Master Servicer, as
required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of
Regulation AB, which Attestation Report must be made in accordance with
standards for attestation reports issued or adopted by the Public Company
Accounting Oversight Board.

         The Master Servicer shall cause any subservicer, and each subcontractor
determined by the Master Servicer to be "participating in the servicing
function" within the meaning of Item 1122 of Regulation AB, to deliver to the
Trustee and the Depositor an assessment of compliance and accountants'
attestation.

         If the Master Servicer cannot deliver the related Assessment of
Compliance or Attestation Report by February 28th of such year, the Trustee, at
its sole option, may permit a cure period for the Master Servicer to deliver
such Assessment of Compliance or Attestation Report, but in no event later than
March 10th of such year.

         The Trustee shall also provide an Assessment of Compliance and
Attestation Report, as and when provided above, which shall at a minimum address
each of the Servicing Criteria specified on Exhibit N hereto which are indicated
as applicable to the "trustee" or "securities administrator." In addition, the
Trustee shall cause the Custodian to deliver to the Trustee and the Depositor an
Assessment of Compliance and Attestation Report, as and when provided above,
which shall at a minimum address each of the Servicing Criteria specified on
Exhibit N hereto which are indicated as applicable to a "custodian."
Notwithstanding the foregoing, as to any Custodian, an Assessment of Compliance
is not required to be delivered unless it is required as part of a Form 10-K
with respect to the Trust Fund.

         Failure of the Master Servicer to timely comply with this Section 3.20
shall be deemed an Event of Default, automatically, without notice and without
any cure period, and the Trustee may, in addition to whatever rights the Trustee
may have under this Agreement and at law or equity or to damages, including
injunctive relief and specific performance, terminate all the rights and
obligations of the Master Servicer under this Agreement and in and to the
Mortgage Loans serviced by it and the proceeds thereof without compensating the
Master Servicer for the same. This paragraph shall supercede any other provision
in this Agreement or any other agreement to the contrary.

         SECTION 3.21 Access to Certain Documentation.

         (a) The Master Servicer shall provide to the OTS, the FDIC and other
federal banking regulatory agencies, and their respective examiners, access to
the documentation regarding the Mortgage Loans required by applicable
regulations of the OTS, the FDIC and such other agencies. Such access shall be
afforded without charge, but only upon reasonable and prior written request and
during normal business hours at the offices of the Master Servicer designated by
it. Nothing in this Section shall derogate from the obligation of the Master
Servicer to observe any applicable law prohibiting disclosure of information
regarding the Mortgagors and the failure of the Master Servicer to provide
access as provided in this Section as a result of such obligation shall not
constitute a breach of this section.

         (b) The Master Servicer shall afford the Depositor and the Trustee,
upon reasonable notice, during normal business hours access to all records
maintained by the Master Servicer in respect of its rights and obligations
hereunder and access to officers of the Master Servicer responsible for such
obligations. Upon request, the Master Servicer shall furnish the Depositor and
the Trustee with its most recent financial statements and such other information
as the Master Servicer possesses regarding its business, affairs, property and
condition, financial or otherwise to the extent related to the servicing of the
Mortgage Loans. Payments on the Mortgage Loans, including any Payoffs, made in
accordance with the related Mortgage File will be entered into the Master
Servicer's set of records no more than two Business Days after receipt, and
allocated to principal or interest as specified in the related Mortgage File.
The Depositor may, but is not obligated to, enforce the obligations of the
Master Servicer hereunder and may, but is not obligated to, perform, or cause a
designee to perform, any defaulted obligation of the Master Servicer hereunder
or exercise the rights of the Master Servicer hereunder; provided that the
Master Servicer shall not be relieved of any of its obligations hereunder by
virtue of such performance by the Depositor or its designee. The Depositor shall
not have any responsibility or liability for any action or failure to act by the
Master Servicer and is not obligated to supervise the performance of the Master
Servicer under this Agreement or otherwise.

         SECTION 3.22 Title, Conservation and Disposition of REO Property.

         This Section shall apply only to REO Properties acquired for the
account of the Trust Fund, and shall not apply to any REO Property relating to a
Mortgage Loan which was purchased or repurchased from the Trust Fund pursuant to
any provision hereof. In the event that title to any such REO Property is
acquired, the deed or certificate of sale shall be issued to the Trustee, or to
its nominee, on behalf of the Certificateholders. The Master Servicer, on behalf
of the Trust Fund, shall either sell any REO Property within two years after the
Trust Fund acquires ownership of such REO Property for purposes of Section
86OG(a)(8) of the Code or, at the expense of the Trust Fund, request an
extension of the two-year grace period, more than 60 days before the day on
which the two-year grace period would otherwise expire, unless the Master
Servicer has delivered to the Trustee an Opinion of Counsel, addressed to the
Trustee and the Master Servicer, to the effect that the holding by the Trust
Fund of such REO Property subsequent to two years after its acquisition will not
result in the imposition on the Trust Fund of taxes on "prohibited transactions"
thereof, as defined in Section 86OF of the Code, or cause the Trust Fund to fail
to qualify as a REMIC under federal law at any time that any Certificates are
outstanding. The Master Servicer shall manage, conserve, protect and operate
each REO Property for the Certificateholders solely for the purpose of its
prompt disposition and sale in a manner which does not cause such REO Property
to fail to qualify as "foreclosure property" within the meaning of Section
86OG(a)(8) or result in the receipt by the Trust Fund of any "income from
non-permitted assets" within the meaning of Section 86OF(a)(2)(B) of the Code or
any "net income from foreclosure property" which is subject to taxation under
the REMIC Provisions. Pursuant to its efforts to sell such REO Property, the
Master Servicer shall either itself or through an agent selected by the Master
Servicer protect and conserve such REO Property in the same manner and to such
extent as is customary in the locality where such REO Property is located and
may, incident to its conservation and protection of the interests of the
Certificateholders, rent the same, or any part thereof, as the Master Servicer
deems to be in the best interest of the Certificateholders for the period prior
to the sale of such REO Property.

         The Master Servicer shall segregate and hold all funds collected and
received in connection with the operation of any REO Property separate and apart
from its own funds and general assets. The Master Servicer shall deposit, or
cause to be deposited, on a daily basis in the Custodial Account all revenues
received with respect to the REO Properties, net of any directly related
expenses incurred or withdraw therefrom funds necessary for the proper
operation, management and maintenance of the REO Property.

         If as of the date of acquisition of title to any REO Property there
remain outstanding unreimbursed Servicing Advances with respect to such REO
Property or any outstanding Advances allocated thereto the Master Servicer, upon
an REO Disposition, shall be entitled to reimbursement for any related
unreimbursed Servicing Advances and any unreimbursed related Advances as well as
any unpaid Servicing Fees from proceeds received in connection with the REO
Disposition, as further provided in Section 3.15.

         Subject to the first paragraph of this Section 3.22, the REO
Disposition shall be carried out by the Master Servicer at such price and upon
such terms and conditions as the Master Servicer shall determine to be in the
best economic interest of the Trust Fund.

         Any REO Disposition shall be for cash only (unless changes in the REMIC
Provisions made subsequent to the Startup Day allow a sale for other
consideration).

         The Master Servicer shall deposit the proceeds from the REO
Disposition, net of any payment to the Master Servicer as provided above, in the
Custodial Account upon receipt thereof for distribution in accordance with
Section 4.01, including any such net proceeds which are in excess of the
applicable Stated Principal Balance plus all unpaid REO Imputed Interest thereon
through the date of the REO Disposition.

         Notwithstanding the foregoing provisions of this Section 3.22, with
respect to any Mortgage Loan as to which the Master Servicer has received notice
of, or has actual knowledge of, the presence of any toxic or hazardous substance
on the Mortgaged Property, the Master Servicer shall promptly request the
Trustee and the Depositor to provide directions and instructions with respect to
such Mortgage Loan and shall act in accordance with any such directions and
instructions jointly provided by the Trustee and the Depositor. Notwithstanding
the preceding sentence of this Section 3.22, with respect to any Mortgage Loan
described by such sentence, the Master Servicer shall not, on behalf of the
Trustee, either (i) obtain title to the related Mortgaged Property as a result
of or in lieu of foreclosure or otherwise, or (ii) otherwise acquire possession
of, the related Mortgaged Property, unless (i) the Depositor and the Trustee
jointly direct the Master Servicer to take such action and (ii) either (A) the
Master Servicer has, at least 30 days prior to taking such action, obtained and
delivered to the Depositor an environmental audit report prepared by a Person
who regularly conducts environmental audits using customary industry standards
or (B) the Depositor has directed the Master Servicer not to obtain an
environmental audit report. If the Trustee and the Depositor have not jointly
provided directions and instructions to the Master Servicer in connection with
any such Mortgage Loan within 30 days of a request by the Master Servicer for
such directions and instructions, then the Master Servicer shall take such
action as it deems to be in the best economic interest of the Trust Fund (other
than proceeding against the Mortgaged Property) and is hereby authorized at such
time as it deems appropriate to release such Mortgaged Property from the lien of
the related Mortgage.

         The cost of the environmental audit report contemplated by this Section
3.22 shall be advanced by the Master Servicer as an expense of the Trust Fund,
and the Master Servicer shall be reimbursed therefor from the Custodial Account
as provided in Section 3.11, any such right of reimbursement being prior to the
rights of the Certificateholders to receive any amount in the Custodial Account.

         If the Master Servicer determines, as described above, that it is in
the best economic interest of the Trust Fund to take such actions as are
necessary to bring any such Mortgaged Property in compliance with applicable
environmental laws, or to take such action with respect to the containment,
clean-up or remediation of hazardous substances, hazardous materials, hazardous
wastes, or petroleum-based materials affecting any such Mortgaged Property, then
the Master Servicer shall take such action as it deems to be in the best
economic interest of the Trust Fund. The cost of any such compliance,
containment, clean-up or remediation shall be advanced by the Master Servicer as
an expense of the Trust Fund, and the Master Servicer shall be entitled to be
reimbursed therefor from the Custodial Account as provided in Section 3.11, any
such right of reimbursement being prior to the rights of the Certificateholders
to receive any amount in the Custodial Account.

         SECTION 3.23 Additional Obligations of the Master Servicer.

         On each Certificate Account Deposit Date, the Master Servicer shall
deliver to the Trustee for deposit in the Certificate Account from its own funds
and without any right of reimbursement therefor, a total amount equal to the
aggregate of the Prepayment Interest Shortfalls for such Distribution Date;
provided that the Master Servicer's obligations under this subsection on any
Distribution Date shall not be more than the total amount of its master
servicing compensation payable in such month.

         SECTION 3.24 Additional Obligations of the Depositor.

         The Depositor agrees that on or prior to the tenth day after the
Closing Date, the Depositor shall provide the Trustee with a written
notification, substantially in the form of Exhibit J attached hereto, relating
to each Class of Certificates, setting forth (i) in the case of each Class of
such Certificates, (a) if less than 10% of the aggregate Certificate Principal
Balance of such Class of Certificates has been sold as of such date, the value
calculated pursuant to clause (b)(iii) of Exhibit J hereto, or, (b) if 10% or
more of such Class of Certificates has been sold as of such date but no single
price is paid for at least 10% of the aggregate Certificate Principal Balance of
such Class of Certificates, then the weighted average price at which the
Certificates of such Class were sold and the aggregate percentage of
Certificates of such Class sold, (c) the first single price at which at least
10% of the aggregate Certificate Principal Balance of such class of Certificates
was sold or, (d) if any Certificates of each Class of Certificates are retained
by the Depositor or an affiliated corporation, or are delivered to the Seller,
the fair market value of such Certificates as of the Closing Date, (ii) the
prepayment assumption used in pricing the Certificates, and (iii) such other
information as to matters of fact as the Trustee may reasonably request to
enable it to comply with its reporting requirements with respect to each Class
of such Certificates to the extent such information can in the good faith
judgment of the Depositor be determined by it.

         SECTION 3.25 Intention of the Parties and Interpretation.

         Each of the parties acknowledges and agrees that the purpose of
Sections 3.19, 3.20, Section 8.11 and this Section 3.25 of this Agreement is to
facilitate compliance by the Seller and the Depositor with the provisions of
Regulation AB promulgated by the Commission under the 1934 Act (17 C.F.R. ss.ss.
229.1100 - 229.1123), as such may be amended from time to time and subject to
clarification and interpretive advice as may be issued by the staff of the
Commission from time to time. Therefore, each of the parties agrees that (a) the
obligations of the parties hereunder shall be interpreted in such a manner as to
accomplish that purpose, (b) the parties' obligations hereunder will be
supplemented and modified as necessary to be consistent with any such
amendments, interpretive advice or guidance, convention or consensus among
active participants in the asset-backed securities markets, advice of counsel,
or otherwise in respect of the requirements of Regulation AB, (c) the parties
shall comply with requests made by the Seller or the Depositor for delivery of
additional or different information as the Seller or the Depositor may determine
in good faith is necessary to comply with the provisions of Regulation AB, and
(d) no amendment of this Agreement shall be required to effect any such changes
in the parties' obligations as are necessary to accommodate evolving
interpretations of the provisions of Regulation AB.

<PAGE>



                                   ARTICLE IV

                         PAYMENTS TO CERTIFICATEHOLDERS

         SECTION 4.01 Certificate Account; Distributions.

         (a) The Trustee shall establish and maintain a Certificate Account, in
which the Master Servicer shall cause to be deposited on behalf of the Trustee
on or before 3:00 P.M. New York time on each Certificate Account Deposit Date by
wire transfer of immediately available funds an amount equal to the sum of (i)
any Advance for the immediately succeeding Distribution Date, (ii) any amount
required to be deposited in the Certificate Account pursuant to Sections 3.11,
3.13, 3.23 or 4.03(b) and (iii) all other amounts constituting or, if not
otherwise applicable to the payment of the Trustee's Fee, that would constitute
the Available Distribution Amount for the immediately succeeding Distribution
Date. The Trustee shall transfer from the Certificate Account to itself, the
Trustee's Fee on each Certificate Account Deposit Date. Such amounts do not
constitute part of the Available Distribution Amount.

         (b) On each Distribution Date the Trustee shall, distribute to the
Master Servicer, in the case of a distribution pursuant to Section 4.01(b)(iii),
and to each Certificateholder of record on the next preceding Record Date (other
than as provided in Section 9.01 respecting the final distribution) either in
immediately available funds (by wire transfer or otherwise) to the account of
such Certificateholder at a bank or other entity having appropriate facilities
therefor, if such Certificateholder has so notified the Trustee at least 5
Business Days prior to the related Record Date and such Certificateholder is the
registered owner of Certificates the aggregate Initial Certificate Principal
Balance of which is not less than $2,500,000 (or, with respect to the Class A-5
and Class A-7 Certificates, is the registered owner of an initial Notional
Amount of not less than $10,000,000 of each such class), or otherwise by check
mailed to such Certificateholder at the address of such Holder appearing in the
Certificate Register, such Certificateholder's share (based on the aggregate of
the Percentage Interests represented by Certificates of the applicable Class
held by such Holder) of the following amounts, in the following order of
priority, in each case to the extent of the Available Distribution Amount:

                  (i) to the Class A Certificateholders on a pro rata basis
         based on Accrued Certificate Interest payable thereon, Accrued
         Certificate Interest on such Classes of Certificates for such
         Distribution Date and to the extent not previously paid, for all prior
         Distribution Dates;

                  (ii) to the Class A Certificateholders (other than the Class
         A-5 Certificateholders and the Class A-7 Certificateholders), in the
         priorities and amounts set forth in Sections 4.01(c) and (d), the sum
         of the following (applied to reduce the Certificate Principal Balances
         of such Class A Certificates, as applicable):

         (A) the Senior Percentage for such Distribution Date times the sum of
the following:

                           (1) the principal portion of each Monthly Payment due
                  during the related Due Period on each Outstanding Mortgage
                  Loan, whether or not received on or prior to the related
                  Determination Date, minus the principal portion of any Debt
                  Service Reduction which together with other Bankruptcy Losses
                  exceeds the Bankruptcy Amount;

                           (2) the Stated Principal Balance of any Mortgage Loan
                  purchased during the related Prepayment Period and the amount
                  of any shortfall deposited in the Custodial Account in
                  connection with the substitution of a Deleted Mortgage Loan
                  pursuant to Section 2.04 during the related Prepayment Period;
                  and

                           (3) the principal portion of all other unscheduled
                  collections (other than Principal Prepayments and amounts
                  received in connection with a Cash Liquidation or REO
                  Disposition) received during the related Prepayment Period,
                  including, without limitation, Insurance Proceeds, Liquidation
                  Proceeds and REO Proceeds, to the extent applied by the Master
                  Servicer as recoveries of principal of the related Mortgage
                  Loan pursuant to Section 3.15;

         (B) with respect to each Mortgage Loan for which a Cash Liquidation or
a REO Disposition occurred during the related Prepayment Period and did not
result in any Excess Special Hazard Losses, Excess Fraud Losses, Excess
Bankruptcy Losses or Extraordinary Losses, an amount equal to the lesser of (a)
the Senior Percentage for such Distribution Date times the Stated Principal
Balance of such Mortgage Loan and (b) the Senior Accelerated Distribution
Percentage for such Distribution Date times the related unscheduled collections
(including without limitation Insurance Proceeds, Liquidation Proceeds and REO
Proceeds) to the extent applied by the Master Servicer as recoveries of
principal of the related Mortgage Loan pursuant to Section 3.15;

         (C) the Senior Accelerated Distribution Percentage for such
Distribution Date times the aggregate of all Principal Prepayments in Full and
Curtailments received in the related Prepayment Period; and

         (D) any amounts described in clauses (A), (B) and (C) of this Section
4.01 (b)(ii), as determined for any previous Distribution Date, which remain
unpaid after application of amounts previously distributed pursuant to this
clause (D) to the extent that such amounts are not attributable to Realized
Losses which have been allocated to the Class B Certificates;

                  (iii) if the Certificate Principal Balances of the Class B
         Certificates have not been reduced to zero, to the Master Servicer or a
         Sub-Servicer, to the extent of and in reimbursement for any Advances
         previously made with respect to any Mortgage Loan or REO Property which
         remain unreimbursed in whole or in part following the Cash Liquidation
         or REO Disposition of such Mortgage Loan or REO Property, minus any
         such Advances that were made with respect to delinquencies that
         ultimately constituted Excess Special Hazard Losses, Excess Fraud
         Losses, Excess Bankruptcy Losses or Extraordinary Losses;

                  (iv) to the Holders of the Class B Certificates, the Accrued
         Certificate Interest thereon for such Distribution Date, plus any
         Accrued Certificate Interest thereon remaining unpaid from any previous
         Distribution Date, except as provided below;

                  (v) to the Holders of the Class B Certificates, an amount
         equal to the Subordinate Principal Distribution Amount for such Class
         of Certificates for such Distribution Date, applied in reduction of the
         Certificate Principal Balance of the Class B Certificates;

                  (vi) to the Class A Certificateholders (other than the Class
         A-5 and Class A-7 Certificateholders) in the priority set forth in
         Section 4.01(c), the portion, if any, of the Available Distribution
         Amount remaining after the foregoing distributions, applied to reduce
         the Certificate Principal Balances of such Class A Certificates, but in
         no event more than the sum of the outstanding Certificate Principal
         Balances of the Class A Certificates (other than the Class A-5 and
         Class A-7 Certificates) and thereafter applied to reduce the
         Certificate Principal Balance of the Class B Certificates, but in no
         event more than the outstanding Certificate Principal Balance of the
         Class B Certificates; and

                  (vii) to the Class R Certificateholders, the balance, if any,
         of the Available Distribution Amount.

         (c) Distributions of principal on the Class A Certificates (other than
the Class A-5 and Class A-7 Certificates) on each Distribution Date occurring
prior to the occurrence of the Credit Support Depletion Date will be made as
follows:

                  (i) first, to the Class A-1 Certificates and Class A-6
         Certificates, with the amount to be distributed allocated as between
         such classes on a pro rata basis, until the Certificate Principal
         Balance of each such Class has been reduced to zero;

                  (ii) second, to the Class A-2 Certificates, until the
         Certificate Principal Balance thereof has been reduced to zero;

                  (iii) third, to the Class A-3 Certificates, until the
         Certificate Principal Balance thereof has been reduced to zero; and

                  (iv) fourth, to the Class A-4 Certificates, until the
         Certificate Principal Balance thereof has been reduced to zero.

         (d) On each Distribution Date occurring on or after the Credit Support
Depletion Date, all priorities relating to sequential distributions in respect
of principal among the various classes of Senior Certificates will be
disregarded, and the Senior Principal Distribution Amount will be distributed to
all classes of Senior Certificates pro rata in accordance with their respective
outstanding Certificate Principal Balances; provided, that the aggregate amount
distributable to the Class A-1, Class A-5 and Class A-6 Certificates (the
"Tiered Certificates") in respect of Accrued Certificate Interest thereon and in
respect of their pro rata portion of the Senior Principal Distribution Amount
shall be distributed among the Tiered Certificates in the amounts and priority
as follows: first, to the Class A-1 Certificates and the Class A-5 Certificates,
up to an amount equal to, and pro rata based on, the Accrued Certificate
Interest thereon; second to the Class A-1 Certificates, up to an amount equal to
the Optimal Principal Distribution Amount thereof, in reduction of the
Certificate Principal Balances thereof; third to the Class A-6 Certificates, up
to an amount equal to the Accrued Certificate Interest thereon; and fourth to
the Class A-6 Certificates the remainder of the amount so distributable among
the Tiered Certificates.

         (e) The Trustee shall, upon written request from the Master Servicer,
invest or cause the institution maintaining the Certificate Account to invest
the funds in the Certificate Account in Permitted Instruments designated in the
name of the Trustee for the benefit of the Certificateholders, which shall
mature not later than the Business Day next preceding the Distribution Date next
following the date of such investment (except that (i) any investment in
obligations of the institution with which the Certificate Account is maintained
may mature on such Distribution Date and (ii) any other investment may mature on
such Distribution Date if the Trustee shall agree to advance funds on such
Distribution Date to the Certificate Account in the amount payable on such
investment on such Distribution Date, pending receipt thereof to the extent
necessary to make distributions on the Certificates) and shall not be sold or
disposed of prior to maturity. All income and gain realized from any such
investment shall be for the benefit of the Master Servicer and shall be subject
to its withdrawal or order from time to time. The amount of any losses incurred
in respect of any such investments shall be deposited in the Certificate Account
by the Master Servicer out of its own funds immediately as realized without
right of reimbursement.

         SECTION 4.02 Statements to Certificateholders.

         On each Distribution Date the Trustee shall forward or cause to be
forwarded by mail to each Holder of a Certificate and to the Depositor and the
Master Servicer a statement as to such distribution setting forth the following
information as to each Class of Certificates to the extent applicable:

                  (i) (a) the amount of such distribution to the
         Certificateholders of such Class applied to reduce the Certificate
         Principal Balance thereof, and (b) the aggregate amount included
         therein representing Principal Prepayments;

                  (ii) the total cash flows received and the general sources
         thereof;

                  (iii) the applicable record dates, accrual periods,
         determination dates for calculating distributions and general
         distribution dates;

                  (iv) the amount of such distribution to the Holders of such
         Class allocable to interest

                  (v) [the amount of any net swap payment payable to the
         Derivative Administrator, any Net Swap Payment payable to the Swap
         Provider, any swap termination payment payable to the derivative
         administrator and any Swap Termination Payment payable to the Swap
         Provider;]

                  (vi) if the distribution to the Certificateholders of such
         Class is less than the full amount that would be distributable to such
         Certificateholders if there were sufficient funds available therefor,
         the amount of the shortfall;

                  (vii) the amount of any Advance by the Master Servicer
         pursuant to Section 4.04 (including the general purpose of such
         Advance), the aggregate amount of unreimbursed Advances at the close of
         business on the Distribution Date, and the general source of funds for
         reimbursement;

                  (viii) the number and aggregate Stated Principal Balance of
         the Mortgage Loans after giving effect to the distribution of principal
         on such Distribution Date;

                  (ix) the aggregate Certificate Principal Balance of each Class
         of Certificates, after giving effect to the amounts distributed on such
         Distribution Date, separately identifying any reduction thereof due to
         Realized Losses other than pursuant to an actual distribution of
         principal;

                  (x) the related Subordinate Principal Distribution Amount;

                  (xi) the related amount of Servicing Fees paid to or retained
         by the Master Servicer;

                  (xii) on the basis of the most recent reports furnished to it
         by Sub-Servicers, the number and aggregate principal balances of
         Mortgage Loans that are delinquent (A) one month, (B) two months and
         (C) three months, and the number and aggregate principal balance of
         Mortgage Loans that are in foreclosure;

                  (xiii) the number, aggregate principal balance and book value
         of any REO Properties;

                  (xiv) the aggregate Accrued Certificate Interest remaining
         unpaid, if any, for each Class of Certificates, after giving effect to
         the distribution made on such Distribution Date;

                  (xv) the Special Hazard Amount, Fraud Loss Amount and
         Bankruptcy Amount as of the close of business on such Distribution Date
         and a description of any change in the calculation of such amounts;

                  (xvi) the Pass-Through Rate on the Class A-7 Certificates for
         such Distribution Date;

                  (xvii) the occurrence of the Credit Support Depletion Date;

                  (xviii) the Senior Accelerated Distribution Percentage
         applicable to such distribution;

                  (xix) the Senior and Class B Percentages for such Distribution
         Date;

                  (xx) the aggregate amount of Realized Losses allocated to the
         Certificates on such Distribution Date;

                  (xxi) the aggregate amount of any recoveries on previously
         foreclosed loans from the Seller due to a breach of representation or
         warranty;

                  (xxii) if applicable, material modifications, extensions or
         waivers to Mortgage Loan terms, fees, penalties or payments during the
         preceding calendar month or that have become material over time;

                  (xxiii) updated pool composition data including the following
         with respect to each Loan Group: average loan balance, weighted average
         mortgage rate, weighted average loan-to-value ratio at origination,
         weighted average FICO at origination weighted average remaining term;
         and [NOTE - Item 1121(a)(8) requires updated pool composition
         information, the foregoing is a suggestion of what to provide];

                  (xxiv) information about any additions of, substitutions for
         or removal of any Mortgage Loans from the Trust Fund, and any changes
         in the underwriting, acquisition or selection criteria as to any
         Mortgage Loans added to the Trust Fund;

                  (xxv) the weighted average remaining term to maturity of the
         Mortgage Loans after giving effect to the amounts distributed on such
         Distribution Date; and

                  (xxvi) the weighted average Mortgage Rates of the Mortgage
         Loans after giving effect to the amounts distributed on such
         Distribution Date.

         In the case of information furnished pursuant to subclauses (i) and
(ii) above, the amounts shall also be expressed as a dollar amount per Single
Certificate. Within a reasonable period of time after the end of each calendar
year, the Trustee shall prepare and forward to each Person who at any time
during the calendar year was a Holder of a Certificate, a statement containing
the information set forth in subclauses (i) and (ii) above, aggregated for such
calendar year or applicable portion thereof during which such Person was a
Certificateholder. Such obligation of the Trustee shall be deemed to have been
satisfied to the extent that substantially comparable information shall be
provided by the Trustee pursuant to any requirements of the Code and regulations
thereunder as from time to time are in force.

         SECTION 4.03 Remittance Reports; Advances by the Master Servicer.

         (a) By 11:00 A.M. New York time the Business Day following each
Determination Date, the Master Servicer shall deliver to the Trustee a report,
prepared as of the close of business on the Determination Date (the
"Determination Date Report"), by telecopy or in a mutually agreeable electronic
format. The Determination Date Report and any written information supplemental
thereto shall include such information with respect to the Mortgage Loans that
is reasonably available to the Master Servicer and that is required by the
Trustee for purposes of making the calculations referred to in the following
paragraph, as set forth in written specifications or guidelines issued by the
Trustee from time to time. Not later than 2:00 P.M. New York time on the
Certificate Account Deposit Date, the Trustee shall furnish by telecopy to the
Master Servicer a statement (the information in such statement to be made
available to Certificateholders or the Depositor by the Master Servicer on
request) setting forth (i) the Available Distribution Amount, (ii) the amounts
required to be withdrawn from the Custodial Account and deposited into the
Certificate Account on the immediately succeeding Certificate Account Deposit
Date pursuant to clause (iii) of Section 4.01 (a); and (iii) such other
information with respect to the Mortgage Loans as the Trustee may reasonably
require to perform the calculations necessary to make the distributions
contemplated by Section 4.01 and to prepare the statements to Certificateholders
contemplated by Section 4.02. The determination by the Trustee of such amounts
shall, in the absence of obvious error, be presumptively deemed to be correct
for all purposes hereunder.

         (b) Not later than 2:00 P.M. New York time on the Certificate Account
Deposit Date, the Trustee shall notify the Master Servicer of the aggregate
amount of Advances required to be made for the related Distribution Date, which
shall be the aggregate amount of Monthly Payments (with each interest portion
thereof adjusted to be net of the related Servicing Fee Rate), less the amount
of any related Debt Service Reductions or reductions in the amount of interest
collectable from the Mortgagor pursuant to the Relief Act, on the Outstanding
Mortgage Loans as of the related Due Date, which Monthly Payments were
delinquent as of the close of business as of the related Determination Date,
provided that following the reduction of the Certificate Principal Balances of
the Class B Certificates to zero no Advance shall be made if it would be a
Nonrecoverable Advance. On or before 3:00 P.M. New York time on each Certificate
Account Deposit Date, the Master Servicer shall either (i) deposit in the
Certificate Account from its own funds, or funds received therefor from the
Sub-Servicers, an amount equal to the Advances to be made by the Master Servicer
in respect of the related Distribution Date, (ii) withdraw from amounts on
deposit in the Custodial Account and deposit in the Certificate Account all or a
portion of the amounts held for future distribution in discharge of any such
Advance, or (iii) make advances in the form of any combination of (i) and (ii)
aggregating the amount of such Advance. Any portion of the amounts held for
future distribution so used shall be replaced by the Master Servicer by deposit
in the Custodial Account on or before 12: 00 P.M. New York time on any future
Certificate Account Deposit Date to the extent that funds attributable to the
Mortgage Loans that are available in the Custodial Account for deposit in the
Certificate Account on such Certificate Account Deposit Date shall be less than
payments to Certificateholders required to be made on the following Distribution
Date. The amount of any reimbursement pursuant to Section 4.01(b)(iii) in
respect of outstanding Advances on any Distribution Date shall be allocated to
specific Monthly Payments due but delinquent for previous Due Periods, which
allocation shall be made, to the extent practicable, to Monthly Payments which
have been delinquent for the longest period of time. Such allocations shall be
conclusive for purposes of reimbursement to the Master Servicer from recoveries
on the Mortgage Loans pursuant to Section 3.11. The determination by the Master
Servicer that it has made a Nonrecoverable Advance or that any proposed Advance,
if made, would constitute a Nonrecoverable Advance, shall be evidenced by a
certificate of a Servicing Officer delivered to the Seller and the Trustee. The
Trustee shall deposit all funds it receives pursuant to this Section 4.03 into
the Certificate Account.

         (c) In the event that the Master Servicer determines on the Certificate
Account Deposit Date that it will be unable to deposit in the Certificate
Account an amount equal to the Advance required to be made for the immediately
succeeding Distribution Date in the amount determined by the Trustee pursuant to
paragraph (b) above, it shall give notice to the Trustee of its inability to
advance (such notice may be given by telecopy), not later than 3:00 P.M., New
York time, on such Business Day, specifying the portion of such amount that it
will be unable to deposit. If the Master Servicer shall have determined that it
is not obligated to make the entire Advance because all or a lesser portion of
such Advance would not be recoverable from Insurance Proceeds, Liquidation
Proceeds or otherwise, the Master Servicer shall promptly deliver to the Trustee
for the benefit of the Certificateholders an Officer's Certificate setting forth
the reasons for the Master Servicer's determination. Not later than 5:00 P.M.,
New York time, on the Certificate Account Deposit Date, unless by such time the
Master Servicer shall have directly or indirectly deposited in the Certificate
Account the entire amount of the Advances required to be made for the related
Distribution Date, pursuant to Section 7.01, the Trustee shall (a) terminate all
of the rights and obligations of the Master Servicer under this Agreement in
accordance with Section 7.01 and (b) assume the rights and obligations of the
Master Servicer hereunder, including the obligation to deposit in the
Certificate Account an amount equal to the Advance for the immediately
succeeding Distribution Date.

         SECTION 4.04 Allocation of Realized Losses.

         Prior to each Distribution Date, the Master Servicer shall determine
the total amount of Realized Losses, if any, that resulted from any Cash
Liquidation, Debt Service Reduction, Deficient Valuation or REO Disposition that
occurred during the related Prepayment Period. The amount of each Realized Loss
shall be evidenced by an Officers' Certificate by the Master Servicer. Realized
Losses shall be allocated among the various Classes of Certificates as
determined by the Trustee in accordance with the following provisions. All
Realized Losses, other than Excess Special Hazard Losses, Excess Bankruptcy
Losses, Excess Fraud Losses or Extraordinary Losses shall be allocated as
follows: first, to the Class B Certificates until the Certificate Principal
Balance thereof has been reduced to zero; and second, among all the Class A
Certificates as described below. Any Excess Special Hazard Losses, Excess
Bankruptcy Losses, Excess Fraud Losses and Extraordinary Losses on Mortgage
Loans will be allocated among the Class A and Class B Certificates on a pro rata
basis, as described below. As used herein, an allocation of a Realized Loss on a
"pro rata basis" among two or more specified Classes of Certificates means an
allocation on a pro rata basis, without priority among the various Classes so
specified, to each such Class of Certificates on the basis of the then
outstanding Certificate Principal Balances thereof in the case of the principal
portion of a Realized Loss or based on the Accrued Certificate Interest thereon
in the case of an interest portion of a Realized Loss. Allocations of Realized
Losses which are Default Losses to the Class A Certificates will be made on a
pro rata basis, based on their then outstanding Certificate Principal Balances,
or the Accrued Certificate Interest thereon, as applicable, between the Class
A-1, Class A-5 and Class A-6 Certificates, on the one hand, and the Class A-2,
Class A-3, Class A-4 and Variable Strip Certificates, on the other. Any such
Realized Losses so allocated to the Class A-1, Class A-5 and Class A-6
Certificates will be allocated first to the Class A-6 Certificates until the
Certificate Principal Balance thereof or the Accrued Certificate Interest
thereon, as appropriate, is reduced to zero and then to the Class A-1 and Class
A-5 Certificates on a pro rata basis. Any allocation of the principal portion of
Realized Losses (other than Debt Service Reductions) to a Class A Certificate
shall be made by reducing the Certificate Principal Balance thereof by the
amount so allocated, which allocation shall be deemed to have occurred at the
close of business on such Distribution Date. Any allocation of the principal
portion of Realized Losses (other than Debt Service Reductions) to the Class B
Certificates, shall be made by operation of the definition of "Certificate
Principal Balance" and by operation of the provisions of Section 4.01(b).
Allocations of the interest portions of Realized Losses shall be made by
operation of the definition of "Accrued Certificate Interest" and by operation
of the provisions of Section 4.01(b) or 4.01(d), as applicable. Allocations of
the principal portion of Debt Service Reductions shall be made by operation of
the provisions of Section 4.01(b) or 4.01(d), as applicable. All Realized Losses
and all other losses allocated to a Class of Certificates under this Section
4.04 will be allocated among the Certificates of such Class in proportion to the
Percentage Interests evidenced thereby.

         SECTION 4.05 Information Reports to be Filed by the Master Servicer.

         The Master Servicer or the Sub-Servicers shall file the information
returns with respect to the receipt of mortgage interest received in a trade or
business, reports of foreclosures and abandonments of any Mortgaged Property and
the information returns relating to cancellation of indebtedness income with
respect to any Mortgaged Property required by Sections 6050H, 6050J and 6050P of
the Code, respectively, and deliver to the Trustee an Officers' Certificate
stating that such reports have been filed. Such reports shall be in form and
substance sufficient to meet the reporting requirements imposed by such Sections
6050H, 6050J and 6050P of the Code.

         SECTION 4.06 Compliance with Withholding Requirements.

         Notwithstanding any other provision of this Agreement, the Trustee
shall comply with all federal withholding requirements respecting payments to
Certificateholders of interest or original issue discount on the Mortgage Loans,
and payments of interest or discount on amounts invested by the Trustee as agent
for Certificateholders pursuant to an election made under Section 4.01 hereof,
that the Trustee reasonably believes are applicable under the Code. The consent
of Certificateholders shall not be required for such withholding. In the event
the Trustee withholds any amount from interest or original issue discount
payments or advances thereof to any Certificateholder pursuant to federal
withholding requirements, the Trustee shall, together with its monthly report to
such Certificateholders pursuant to Section 4.02 hereof, indicate such amount
withheld.



<PAGE>



                                   ARTICLE V

                                THE CERTIFICATES

         SECTION 5.01 The Certificates.

         The Certificates will be substantially in the respective forms annexed
hereto as Exhibits A-1, A-2 and B. The Certificates will be issuable in
registered form only. The Class A Certificates, other than the Class A-5 and
Class A-7 Certificates, shall be issuable in minimum dollar denominations of
$1,000 and integral multiples of $1 in excess thereof, except that one
Certificate of each Class of Class A Certificates may be issued in an amount
such that the denomination of such Certificate and the aggregate denomination of
all other outstanding Certificates of such Class together equal the aggregate
Certificate Principal Balance of such Class. The Class B Certificates shall be
issuable in minimum dollar denominations of $25,000 and integral multiples of $1
in excess thereof, except that one Certificate of such Class may be issued in an
amount such that the denomination of such Certificate and the aggregate
denomination of all other outstanding Certificates of such Class together equal
the aggregate Certificate Principal Balance of such Class. The Class A-5 and
Class A-7 Certificates shall be issuable in minimum Notional Amounts of $1,000
and integral multiples of $1 in excess thereof, except that one Certificate of
each such Class may be issued in an amount such that the denomination of such
Certificate and the aggregate denomination of all other outstanding Certificates
of such Class together equal the aggregate Notional Amount of such Class. The
Class R Certificates will each be issuable in minimum denominations of any
Percentage Interest representing 20% and integral multiples of 0.01% in excess
thereof, provided, however, that one Class R Certificate may be issued to the
"tax matters person" pursuant to Article X, in a minimum denomination
representing a Percentage Interest of not less than 0.01%.

         Upon original issue, the Certificates shall, upon the written request
of the Depositor executed by an officer of the Depositor, be executed and
delivered by the Trustee, authenticated by the Trustee and delivered to or upon
the order of the Depositor upon receipt by the Trustee of the documents
specified in Section 2.01. The Certificates shall be executed by manual or
facsimile signature on behalf of the Trustee in its capacity as trustee
hereunder by a Responsible Officer. Certificates bearing the manual or facsimile
signatures of individuals who were at any time the proper officers of the
Trustee shall bind the Trustee, notwithstanding that such individuals or any of
them have ceased to hold such offices prior to the authentication and delivery
of such Certificates or did not hold such offices at the date of such
Certificates. No Certificate shall be entitled to any benefit under this
Agreement, or be valid for any purpose, unless there appears on such Certificate
a certificate of authentication substantially in the form provided for herein
executed by the Trustee by manual signature, and such certificate upon any
Certificate shall be conclusive evidence, and the only evidence, that such
Certificate has been duly authenticated and delivered hereunder. All
Certificates issued on the Closing Date shall be dated the Closing Date and any
Certificates delivered thereafter shall be dated the date of their
authentication.

         SECTION 5.02 Registration of Transfer and Exchange of Certificates.

         The Trustee shall maintain a Certificate Register in which, subject to
such reasonable regulations as it may prescribe, the Trustee shall provide for
the registration of Certificates and of transfers and exchanges of Certificates
as herein provided.

         No transfer, sale, pledge or other disposition of a Class B or a Class
R Certificate shall be made unless such transfer, sale, pledge or other
disposition is exempt from the registration requirements of the Securities Act
of 1933, as amended (the "Act"), and any applicable state securities laws or is
made in accordance with said Act and laws. In the event that a transfer of a
Class B or Class R Certificate is to be made (i) the Depositor may direct the
Trustee to require a written Opinion of Counsel acceptable to and in form and
substance satisfactory to the Trustee and the Depositor that such transfer shall
be made pursuant to an exemption, describing the applicable exemption and the
basis therefor, from said Act and laws or is being made pursuant to said Act and
laws, which Opinion of Counsel shall not be an expense of the Trustee, the
Depositor or the Master Servicer, provided that such Opinion of Counsel will not
be required in connection with the initial transfer of any such Certificate by
the Depositor or any affiliate thereof, to a non-affiliate of the Depositor and
(ii) the Trustee shall require the transferee to execute a representation
letter, substantially in the form of Exhibit G-1 hereto, and the Trustee shall
require the transferor to execute a representation letter, substantially in the
form of Exhibit G-2 hereto, each acceptable to and in form and substance
satisfactory to the Depositor and the Trustee certifying to the Depositor and
the Trustee the facts surrounding such transfer, which representation letters
shall not be an expense of the Trustee, the Depositor or the Master Servicer.
Any such Certificateholder desiring to effect such transfer shall, and does
hereby agree to, indemnify the Trustee, the Depositor and the Master Servicer
against any liability that may result if the transfer is not so exempt or is not
made in accordance with such applicable federal and state laws.

         The Trustee shall require a written Opinion of Counsel from a
prospective transferee prior to the transfer of any Class B or Class R
Certificate to any employee benefit plan or other retirement arrangement,
including individual retirement accounts and Keogh plans, that is subject to
Section 406 of the Employee Retirement Income Security Act of 1974, as amended
("ERISA") or Section 4975 of the Code (any of the foregoing, a "Plan"), to a
trustee or other Person acting on behalf of any Plan, or to any other person who
is using "plan assets" of any Plan to effect such acquisition (including any
insurance company using funds in its general or separate accounts that may
constitute "plan assets"). Such Opinion of Counsel must establish to the
satisfaction of the Depositor and the Trustee or the Certificate Registrar that
such disposition will not violate the prohibited transaction provisions of
Section 406 of ERISA and Section 4975 of the Code. Neither the Depositor, the
Master Servicer nor the Trustee will be required to obtain such Opinion of
Counsel on behalf of any prospective transferee. In the case of any transfer of
the foregoing Certificates to an insurance company, in lieu of such Opinion of
Counsel, the Trustee shall require a certification in the form of Exhibit G-5
hereto substantially to the effect that all funds used by such transferee to
purchase such Certificates will be funds held by it in its general account which
it reasonably believes do not constitute "plan assets" of any Plan (as defined
above). The permission of any transfer in violation of the restriction on
transfer set forth in this paragraph shall not constitute a default or an Event
of Default.

                  (i) Each Person who has or who acquires any Ownership Interest
         in a Class R Certificate shall be deemed by the acceptance or
         acquisition of such Ownership Interest to have agreed to be bound by
         the following provisions and to have irrevocably authorized the Trustee
         or its designee under clause (iii)(A) below to deliver payments to a
         Person other than such Person and to negotiate the terms of any
         mandatory sale under clause (iii)(B) below and to execute all
         instruments of transfer and to do all other things necessary in
         connection with any such sale. The rights of each Person acquiring any
         Ownership Interest in a Class R Certificate are expressly subject to
         the following provisions:

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

         (B) In connection with any proposed transfer of any Ownership Interest
in a Class R Certificate, the Trustee shall require delivery to it, and shall
not register the transfer of any Class R Certificate until its receipt of (1) an
affidavit and agreement (a "Transfer Affidavit and Agreement" in the form
attached hereto as Exhibit G-3) from the proposed Transferee, in form and
substance satisfactory to the Master Servicer and the Trustee representing and
warranting, among other things, that it is a Permitted Transferee, that it is
not acquiring its Ownership Interest in the Class R Certificate that is the
subject of the proposed Transfer as a nominee, trustee or agent for any Person
who is not a Permitted Transferee, that for so long as it retains its Ownership
Interest in a Class R Certificate, it will endeavor to remain a Permitted
Transferee, and that it has reviewed the provisions of this Section 5.02 and
agrees to be bound by them, and (11) a certificate, in the form attached hereto
as Exhibit G-4, from the Holder wishing to transfer the Class R Certificate, in
form and substance satisfactory to the Master Servicer and the Trustee
representing and warranting, among other things, that no purpose of the proposed
Transfer is to impede the assessment or collection of tax.

         (C) Notwithstanding the delivery of a Transfer Affidavit and Agreement
by a proposed Transferee under clause (B) above, if a Responsible Officer of the
Trustee assigned to this transaction has actual knowledge that the proposed
Transferee is not a Permitted Transferee, no Transfer of an Ownership Interest
in a Class R Certificate to such proposed Transferee shall be effected.

         (D) Each Person holding or acquiring any Ownership Interest in a Class
R Certificate shall agree (x) to require a Transfer Affidavit and Agreement from
any other Person to whom such Person attempts to transfer its Ownership Interest
in a Class R Certificate and (y) not to transfer its Ownership Interest unless
it provides a certificate to the Trustee in the form attached hereto as Exhibit
G-4.

         (E) Each Person holding or acquiring an Ownership Interest in a Class R
Certificate, by purchasing an Ownership Interest in such Certificate, agrees to
give the Trustee written notice that it is a "pass- through interest holder"
within the meaning of Temporary Treasury Regulations Section 1.67-3T(a)(2)(i)(A)
immediately upon acquiring an Ownership Interest in a Class R Certificate, if it
is "a pass-through interest holder", or is holding an Ownership Interest in a
Class R Certificate on behalf of a "pass-through interest holder."

                  (ii) The Trustee will register the Transfer of any Class R
         Certificate only if it shall have received the Transfer Affidavit and
         Agreement in the form attached hereto as Exhibit G-3, a certificate of
         the holder requesting such transfer in the form attached hereto as
         Exhibit G-4 and all of such other documents as shall have been
         reasonably required by the Trustee as a condition to such registration.
         Transfers of the Class R Certificates to Non-United States Persons and
         Disqualified Organizations are prohibited.

                  (iii) (a) if any Disqualified Organization shall become a
         holder of a Class R Certificate, then the last preceding Permitted
         Transferee shall be restored, to the extent permitted by law, to all
         rights and obligations as holder thereof retroactive to the date of
         registration of such Transfer of such Class R Certificate. If a
         Non-United States Person shall become a holder of a Class R
         Certificate, then the last preceding United States Person shall be
         restored, to the extent permitted by law, to all rights and obligations
         as holder thereof retroactive to the date of registration of such
         Transfer of such Class R Certificate. If a transfer of a Class R
         Certificate is disregarded pursuant to the provisions of Treasury
         Regulations Section 1.860E-1 or Section 1.86OG-3, then the last
         preceding Permitted Transferee shall be restored, to the extent
         permitted by law, to all rights and obligations as holder thereof
         retroactive to the date of registration of such Transfer of such Class
         R Certificate. The Trustee shall be under no liability to any Person
         for any registration of Transfer of a Class R Certificate that is in
         fact not permitted by this Section 5.02 or for making any payments due
         on such Certificate to the holder thereof or for taking any other
         action with respect to such holder under the provisions of this
         Agreement.

                           (b) If any purported Transferee shall become a holder
         of a Class R Certificate in violation of the restrictions in this
         Section 5.02 and to the extent that the retroactive restoration of the
         rights of the holder of such Class R Certificate as described in clause
         (iii)(a) above shall be invalid, illegal or unenforceable, then the
         Trustee shall have the right, without notice to the holder or any prior
         holder of such Class R Certificate, to sell such Class R Certificate to
         a purchaser selected by the Trustee on such terms as the Trustee may
         choose. Such purported Transferee shall promptly endorse and deliver
         each Class R Certificate in accordance with the instructions of the
         Trustee. Such purchaser may be the Trustee itself. The proceeds of such
         sale, net of the commissions (which may include commissions payable to
         the Trustee), expenses and taxes due, if any, will be remitted by the
         Trustee to such purported Transferee. The terms and conditions of any
         sale under this clause (iii)(b) shall be determined in the sole
         discretion of the Trustee, and the Trustee shall not be liable to any
         Person having an Ownership Interest in a Class R Certificate as a
         result of its exercise of such discretion.

                  (iv) The Trustee shall make available to the Internal Revenue
         Service and those Persons specified by the REMIC Provisions, all
         information necessary to compute any tax imposed (A) as a result of the
         transfer of an ownership interest in a Class R Certificate to any
         Person who is a Disqualified Organization, including the information
         regarding "excess inclusions" of such Class R Certificates required to
         be provided to the Internal Revenue Service and certain Persons as
         described in Treasury Regulations Sections 1.86OD-l(b)(5) and 1.860E
         2(a)(5), and (B) as a result of any regulated investment company, real
         estate investment trust, common trust fund, partnership, trust, estate
         or organization described in Section 1381 of the Code that holds an
         Ownership Interest in a Class R Certificate having as among its record
         holders at any time any Person who is a Disqualified Organization. The
         Trustee may charge and shall be entitled to reasonable compensation for
         providing such information as may be required from those Persons which
         may have had a tax imposed upon them as specified in clauses (A) and
         (B) of this paragraph for providing such information.

         Subject to the preceding paragraphs, upon surrender for registration of
transfer of any Certificate at the office of the Trustee maintained for such
purpose, the Trustee shall execute and the Trustee or the Authenticating Agent
shall authenticate and deliver, in the name of the designated transferee or
transferees, one or more new Certificates of the same Class of a like aggregate
initial Certificate Principal Balance. Every Certificate surrendered for
transfer shall be accompanied by notification of the account of the designated
transferee or transferees for the purpose of receiving distributions pursuant to
Section 4.01 by wire transfer, if any such transferee desires and is eligible
for distribution by wire transfer.

         At the option of the Certificateholders, Certificates may be exchanged
for other Certificates of authorized denominations of the same Class of a like
aggregate initial Certificate Principal Balance, upon surrender of the
Certificates to be exchanged at the office of the Certificate Registrar.
Whenever any Certificates are so surrendered for exchange the Trustee shall
execute, authenticate and deliver the Certificates which the Certificateholder
making the exchange is entitled to receive. Every Certificate presented or
surrendered for transfer or exchange shall (if so required by the Trustee or the
Certificate Registrar) be duly endorsed by, or be accompanied by a written
instrument of transfer in the form satisfactory to the Trustee or the
Certificate Registrar duly executed by, the Holder thereof or his attorney duly
authorized in writing.

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

         All Certificates surrendered for transfer and exchange shall be
canceled and retained by the Trustee in accordance with the Trustee's standard
procedures.

         SECTION 5.03 Mutilated, Destroyed, Lost or Stolen Certificates.

         If (i) any mutilated Certificate is surrendered to the Trustee and the
Trustee receives evidence to its satisfaction of the destruction, loss or theft
of any Certificate, and (ii) there is delivered to the Trustee such security or
indemnity as may be required by it to save it harmless, then, in the absence of
notice to the Trustee that such Certificate has been acquired by a bona fide
purchaser, the Trustee shall execute, authenticate and deliver, in exchange for
or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new
Certificate of the same Class and initial Certificate Principal Balance. Upon
the issuance of any new Certificate under this Section, the Trustee may require
the payment of a sum sufficient to cover any tax or other governmental charge
that may be imposed in relation thereto and any other expenses (including the
fees and expenses of the Trustee) connected therewith. Any replacement
Certificate issued pursuant to this Section shall constitute complete and
indefeasible evidence of ownership in the Trust Fund, as if originally issued,
whether or not the lost, stolen or destroyed Certificate shall be found at any
time.

         SECTION 5.04 Persons Deemed Owners.

         The Depositor, the Master Servicer, the Trustee and any agent of any of
them may treat the person in whose name any Certificate is registered as the
owner of such Certificate for the purpose of receiving distributions pursuant to
Section 4.01 and for all other purposes whatsoever, and neither the Depositor,
the Master Servicer, the Trustee nor any agent of any of them shall be affected
by notice to the contrary.



<PAGE>


                                   ARTICLE VI

                      THE DEPOSITOR AND THE MASTER SERVICER

         SECTION 6.01 Liability of the Depositor and the Master Servicer.

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

         SECTION 6.02 Merger, Consolidation or Conversion of the Depositor or
the Master Servicer.

         The Depositor and the Master Servicer each will keep in full effect its
existence, rights and franchises as a corporation under the laws of the state of
its incorporation, and each will obtain and preserve its qualification to do
business as a foreign corporation in each jurisdiction in which such
qualification is or shall be necessary to protect the validity and
enforceability of this Agreement, the Certificates or any of the Mortgage Loans
and to perform its respective duties under this Agreement; and provided further
that the Rating Agencies' ratings of the Class A Certificates immediately prior
to such merger or consolidation will not be qualified, reduced or withdrawn as a
result thereof (as evidenced by a letter to such effect from the Rating
Agencies).

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

         SECTION 6.03 Limitation on Liability of the Depositor, the Master
Servicer and Others.

         Neither the Depositor, the Master Servicer nor any of the directors,
officers, employees or agents of the Depositor or the Master Servicer shall be
under any liability to the Trust Fund or the Certificateholders for any action
taken or for refraining from the taking of any action in good faith pursuant to
this Agreement, or for errors in judgment; provided, however, that this
provision shall not protect the Depositor or the Master Servicer (but this
provision shall protect the above described persons) against any breach of
warranties or representations made herein, or against any specific liability
imposed on the Master Servicer pursuant to Section 3.01 or any other Section
hereof; and provided further that this provision shall not protect the
Depositor, the Master Servicer or any such person, against any liability which
would otherwise be imposed by reason of willful misfeasance, bad faith or gross
negligence in the performance of duties or by reason of reckless disregard of
obligations and duties hereunder. The Depositor, the Master Servicer and any
director, officer, employee or agent of the Depositor or the Master Servicer may
rely in good faith on any document of any kind prima facie properly executed and
submitted by any Person respecting any matters arising hereunder. The Depositor,
the Master Servicer and any director, officer, employee or agent of the
Depositor or the Master Servicer shall be indemnified and held harmless by the
Trust Fund against any loss, liability or expense incurred in connection with
any legal action relating to this Agreement or the Certificates, other than any
loss, liability or expense related to Master Servicer's servicing obligations
with respect to any specific Mortgage Loan or Mortgage Loans (except as any such
loss, liability or expense shall be otherwise reimbursable pursuant to this
Agreement) or related to the Master Servicer's obligations under Section 3.01,
or any loss, liability or expense incurred by reason of willful misfeasance, bad
faith or gross negligence in the performance of duties hereunder or by reason of
reckless disregard of obligations and duties hereunder.

         Neither the Depositor nor the Master Servicer shall be under any
obligation to appear in, prosecute or defend any legal action which is not
incidental to its respective duties under this Agreement and which in its
opinion may involve it in any expense or liability; provided, however, that the
Depositor or the Master Servicer may in its sole discretion undertake any such
action which it may deem necessary or desirable with respect to this Agreement
and the rights and duties of the parties hereto and the interests of the
Certificateholders hereunder. In such event, the legal expenses and costs of
such action and any liability resulting therefrom (except any action or
liability related to the Master Servicer's obligations under Section 3.01) shall
be expenses, costs and liabilities of the Trust Fund, and the Depositor and the
Master Servicer shall be entitled to be reimbursed therefor from the Certificate
Account as provided in Section 3.11, any such right of reimbursement being prior
to the rights of Certificateholders to receive any amount in the Certificate
Account.

         SECTION 6.04 Limitation on Resignation of the Master Servicer.

         The Master Servicer shall not resign from the obligations and duties
hereby imposed on it except (a) upon appointment of a successor servicer
reasonably acceptable to the Trustee and upon receipt by the Trustee of a letter
from each Rating Agency that such a resignation and appointment will not, in and
of itself, result in a downgrading of the Certificates or (b) upon determination
that its duties hereunder are no longer permissible under applicable law (any
such determination permitting the resignation of the Master Servicer to be
evidenced by an Opinion of Counsel (at the expense of the resigning Master
Servicer) to such effect delivered to the Trustee). No such resignation shall
become effective until the Trustee or a successor servicer shall have assumed
the Master Servicer's responsibilities, duties, liabilities and obligations
hereunder.

<PAGE>



                                   ARTICLE VII

                                     DEFAULT

         SECTION 7.01 Events of Default.

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

                  (i) any failure by the Master Servicer to remit to the Trustee
         for distribution to the Certificateholders any payment (other than an
         Advance) required to be made under the terms of the Certificates or
         this Agreement which continues unremedied for a period of one day after
         the date upon which written notice of such failure, requiring the same
         to be remedied, shall have been given to the Master Servicer by the
         Depositor (with a copy to the Trustee) or the Trustee, or to the Master
         Servicer, the Depositor and the Trustee by the Holders of Certificates
         entitled to at least 25% of the Voting Rights; or

                  (ii) any failure on the part of the Master Servicer duly to
         observe or perform in any material respect any other of the covenants
         or agreements on the part of the Master Servicer contained in the
         Certificates or in this Agreement (including any breach of the Master
         Servicer's representations and warranties pursuant to Section 2.03(a)
         which materially and adversely affects the interests of the
         Certificateholders) which continues unremedied for a period of 30 days
         after the date on which written notice of such failure, requiring the
         same to be remedied, shall have been given to the Master Servicer by
         the Depositor (with a copy to the Trustee) or the Trustee, or to the
         Master Servicer, the Depositor and the Trustee by the Holders of
         Certificates entitled to at least 25% of the Voting Rights; or

                  (iii) a decree or order of a court or agency or supervisory
         authority having jurisdiction in an involuntary case under any present
         or future federal or state bankruptcy, insolvency or similar law or the
         appointment of a conservator or receiver or liquidator in any
         insolvency, readjustment of debt, marshalling of assets and liabilities
         or similar proceedings, or for the winding-up or liquidation of its
         affairs, shall have been entered against the Master Servicer and such
         decree or order shall have remained in force undischarged or unstayed
         for a period of 60 consecutive days; or

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

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

                  (vi) the Master Servicer shall fail to deposit in the
         Certificate Account on any Certificate Account Deposit Date an amount
         equal to any required Advance.

         If the Master Servicer shall fail to make any deposit in the
Certificate Account as required by Section 4.01, the Trustee shall give the
Master Servicer notice pursuant to clause (i) not later than the Business Day
following the Certificate Account Deposit Date. If an Event of Default described
in clauses (i) - (v) of this Section shall occur, then, and in each and every
such case, so long as such Event of Default shall not have been remedied, the
Depositor or the Trustee may, and at the direction of the Holders of
Certificates entitled to at least 51% of the Voting Rights, the Trustee shall,
by notice to the Master Servicer (and to the Depositor if given by the Trustee
or to the Trustee if given by the Depositor) terminate all of the rights and
obligations of the Master Servicer under this Agreement and in and to the Trust
Fund, other than its rights as a Certificateholder hereunder and the Depositor,
terminate all of the rights and obligations of the Master Servicer under this
Agreement and in and to the Trust Fund, other than its rights as a
Certificateholder hereunder. If an Event of Default described in clause (vi)
hereof shall occur, the Trustee shall, by notice to the Master Servicer and the
Depositor, terminate all of the rights and obligations of the Master Servicer
under this Agreement and in and to the Trust Fund, other than its rights as a
Certificateholder hereunder. On or after the receipt by the Master Servicer of
such notice, all authority and power of the Master Servicer under this
Agreement, whether with respect to the Certificates (other than as a holder
thereof) or the Mortgage Loans or other wise, shall pass to and be vested in the
Trustee pursuant to and under this Section, and, without limitation, the Trustee
is hereby authorized and empowered to execute and deliver, on behalf of the
Master Servicer, as attorney-in-fact or otherwise, any and all documents and
other instru ments, and to do or accomplish all other acts or things necessary
or appropriate to effect the purposes of such notice of termination, whether to
complete the transfer and endorsement or assignment of the Mortgage Loans and
related documents, or otherwise. The Master Servicer agrees to cooperate with
the Trustee in effecting the termination of the Master Servicer's
responsibilities and rights hereunder, including, without limitation, the
transfer to the Trustee or its appointed agent for administration by it of all
cash amounts which shall at the time be deposited by the Master Servicer or
should have been deposited to the Custodial or the Certificate Account or
thereafter be received with respect to the Mortgage Loans. The Trustee shall not
be deemed to have breached any obligation hereunder as a result of a failure to
make or delay in making any distribution as and when required hereunder caused
by the failure of the Master Servicer to remit any amounts received on it or to
deliver any documents held by it with respect to the Mortgage Loans. For
purposes of this Section 7.01, the Trustee shall not be deemed to have knowledge
of an Event of Default unless a Responsible Officer of the Trustee assigned to
and working in the Trustee's Corporate Trust Division has actual knowledge
thereof or unless notice of any event which is in fact such an Event of Default
is received by the Trustee and such notice references the Certificates, the
Trust Fund or this Agreement.

         [Notwithstanding any termination of the activities of [Name of Master
Servicer] in its capacity as Master Servicer hereunder, [Name of Master
Servicer] shall be entitled to receive, out of any Late Collection of a Monthly
Payment on a Mortgage Loan which was due prior to the notice terminating [Name
of Master Servicer]'s rights and obligations as Master Servicer hereunder and
received after such notice, that portion to which [Name of Master Servicer]
would have been entitled pursuant to Sections 3.11 (ii), (iii), (iv), (v) and
(viii) and Section 4. 01 (b)(iii) as well as the portion of its related
Servicing Fee in respect thereof, and any other amounts payable to [Name of
Master Servicer] hereunder the entitlement to which arose prior to the
termination of its activities hereunder.]

         SECTION 7.02 Trustee to Act; Appointment of Successor.

         On and after the time the Master Servicer receives a notice of
termination pursuant to Section 7.01, the Trustee or its appointed agent shall
be the successor in all respects to the Master Servicer in its capacity as
Master Servicer under this Agreement and the transactions set forth or provided
for herein and shall be subject thereafter to all the responsibilities, duties
and liabilities relating thereto placed on the Master Servicer including the
obligation to make Advances which have been or will be required to be made
(except for the responsibilities, duties and liabilities contained in Section
2.03 and its obligations to deposit amounts in respect of losses incurred prior
to the date of succession pursuant to Section 3.12 and 4.01(e)) by the terms and
provisions hereof; and provided further, that any failure to perform such duties
or responsibilities caused by the Master Servicer's failure to provide
information required by Section 4.03 shall not be considered a default by the
Trustee hereunder. As compensation therefor, the Trustee shall be entitled to
all funds relating to the Mortgage Loans which the Master Servicer would have
been entitled to charge to the Custodial Account and the Certificate Account if
the Master Servicer had continued to act hereunder. Notwithstanding the above,
the Trustee may, if it shall be unwilling to so act, or shall, if it is unable
to so act or if the Holders of Certificates entitled to at least 51% of the
Voting Rights so request in writing to the Trustee, appoint, or petition a court
of competent jurisdiction to appoint, any FNMA-or FHLMC approved mortgage
servicing institution having a net worth of not less than $10,000,000 as the
successor to the Master Servicer hereunder in the assumption of all or any part
of the responsibilities, duties or liabilities of the Master Servicer hereunder.
Pending appointment of a successor to the Master Servicer hereunder, the Trustee
shall act in such capacity as hereinabove provided. In connection with such
appointment and assumption, the Trustee may make such arrangements for the
compensation of such successor out of payments on Mortgage Loans as it and such
successor shall agree; provided, however, that no such compensation shall be in
excess of that permitted the Master Servicer hereunder. The Trustee and such
successor shall take such action, consistent with this Agreement, as shall be
necessary to effectuate any such succession; provided, however, that such
succession shall not reduce the ratings of the Certificates below the original
ratings thereof.

         Any successor, including the Trustee, to the Master Servicer shall
maintain in force during its term as master servicer hereunder the Insurance
Policies and fidelity bonds to the same extent as the Master Servicer is so
required pursuant to Sections 3.13 and 3.18.

         SECTION 7.03 Notification to Certificateholders.

         (a) Upon any such termination or appointment of a successor to the
Master Servicer, the Trustee shall give prompt notice thereof to
Certificateholders.

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

         SECTION 7.04 Waiver of Events of Default.

         The Holders representing at least 66% of the Voting Rights of
Certificates affected by a default or Event of Default hereunder, may waive such
default or Event of Default (other than an Event of Default set forth in Section
7.01(vi); provided, however, that (a) a default or Event of Default under clause
(i) of Section 7.01 may be waived only by all of the Holders of Certificates
affected by such default or Event of Default and (b) no waiver pursuant to this
Section 7.04 shall affect the Holders of Certificates in the manner set forth in
the second paragraph of Section 11.01 or materially adversely affect any
non-consenting Certificateholder. Upon any such waiver of a default or Event of
Default by the Holders representing the requisite percentage of Voting Rights of
Certificates affected by such default or Event of Default, such default or Event
of Default shall cease to exist and shall be deemed to have been remedied for
every purpose hereunder. No such waiver shall extend to any subsequent or other
default or Event of Default or impair any right consequent thereon except to the
extent expressly so waived.



<PAGE>



                                  ARTICLE VIII

                             CONCERNING THE TRUSTEE

         SECTION 8.01 Duties of Trustee.

         The Trustee, prior to the occurrence of an Event of Default and after
the curing of all Events of Default which may have occurred, undertakes to
perform such duties and only such duties as are specifically set forth in this
Agreement. If an Event of Default occurs and is continuing, the Trustee shall
exercise such of the rights and powers vested in it by this Agreement, and use
the same degree of care and skill in their exercise as a prudent man would
exercise or use under the circumstances in the conduct of his own affairs. Any
permissive right of the Trustee enumerated in this Agreement shall not be
construed as a duty.

         The Trustee, upon receipt of all resolutions, certificates, statements,
opinions, reports, documents, orders or other instruments furnished to the
Trustee which are specifically required to be furnished pursuant to any
provision of this Agreement, shall examine them to determine whether they
conform to the requirements of this Agreement. If any such instrument is found
not to conform to the requirements of this Agreement in a material manner, the
Trustee shall take action as it deems appropriate to have the instrument
corrected.

         The Trustee shall sign on behalf of the Trust Fund any tax return that
the Trustee is required to sign pursuant to applicable federal, state or local
tax laws.

         The Trustee covenants and agrees that it shall perform its obligations
hereunder in a manner so as to maintain the status of the Trust Fund as a REMIC
under the REMIC Provisions and to prevent the imposition of any federal, state
or local income, prohibited transaction, contribution or other tax on the Trust
Fund to the extent that maintaining such status and avoiding such taxes are
reasonably within the control of the Trustee and are reasonably within the scope
of its duties under this Agreement.

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

                  (i) Prior to the occurrence of an Event of Default, and after
         the curing of all such Events of Default which may have occurred, the
         duties and obligations of the Trustee shall be determined solely by the
         express provisions of this Agreement, the Trustee shall not be liable
         except for the performance of such duties and obligations as are
         specifically set forth in this Agreement, no implied covenants or
         obligations shall be read into this Agreement against the Trustee and,
         in the absence of bad faith on the part of the Trustee, the Trustee may
         conclusively rely, as to the truth of the statements and the
         correctness of the opinions expressed therein, upon any certificates or
         opinions furnished to the Trustee and conforming to the requirements of
         this Agreement;

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

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

         SECTION 8.02 Certain Matters Affecting the Trustee.

         Except as otherwise provided in Section 8.01:

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

         (b) The Trustee may consult with counsel and any Opinion of Counsel
shall be full and complete authorization and protection in respect of any action
taken or suffered or omitted by it hereunder in good faith and in accordance
therewith;

         (c) The Trustee shall be under no obligation to exercise any of the
trusts or powers vested in it by this Agreement or to make any investigation of
matters arising hereunder or to institute, conduct or defend any litigation
hereunder or in relation hereto at the request, order or direction of any of the
Certificateholders, pursuant to the provisions of this Agreement, unless such
Certificateholders shall have offered to the Trustee reasonable security or
indemnity against the costs, expenses and liabilities which may be incurred
therein or thereby; nothing contained herein shall, however, relieve the Trustee
of the obligation, upon the occurrence of an Event of Default (which has not
been cured), to exercise such of the rights and powers vested in it by this
Agreement, and to use the same degree of care and skill in their exercise as a
prudent man would exercise or use under the circumstances in the conduct of his
own affairs;

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

         (e) Prior to the occurrence of an Event of Default hereunder and after
the curing of all Events of Default which may have occurred, the Trustee shall
not be bound to make any investigation into the facts or matters stated in any
resolution, certificate, statement, instrument, opinion, report, notice,
request, consent, order, approval, bond or other paper or document, unless
requested in writing to do so by Holders of Certificates entitled to at least
25% of the Voting Rights; provided, however, that if the payment within a
reasonable time to the Trustee of the costs, expenses or liabilities likely to
be incurred by it in the making of such investigation is, in the opinion of the
Trustee, not reasonably assured to the Trustee by the security afforded to it by
the terms of this Agreement, the Trustee may require reasonable indemnity
against such expense or liability as a condition to taking any such action. The
reasonable expense of every such reasonable examination shall be paid by the
Master Servicer or, if paid by the Trustee, shall be repaid by the Master
Servicer upon demand; and

         (f) The Trustee may execute any of the trusts or powers hereunder or
perform any duties hereunder either directly or by or through agents or
attorneys.

         SECTION 8.03 Trustee Not Liable for Certificates or Mortgage Loans.

         The recitals contained herein and in the Certificates, other than the
signature of the Trustee on the Certificates and the certificate of
authentication, shall be taken as the state ments of the Depositor or the Master
Servicer, as the case may be, and the Trustee assumes no responsibility for
their correctness. The Trustee makes no representations or warranties as to the
validity or sufficiency of this Agreement or of the Certificates or of any
Mortgage Loan or related document, other than the signature of the Trustee on
the Certificates and the Certificate of Authentication. The Trustee shall not be
accountable for the use or application by the Depositor or the Master Servicer
of any of the Certificates or of the proceeds of such Certificates, or for the
use or application of any funds paid to the Seller in respect of the Mortgage
Loans or deposited in or withdrawn from the Custodial Account or the Certificate
Account or any other account by or on behalf of the Depositor or the Master
Servicer, other than any funds held by or on behalf of the Trustee in accordance
with Section 4.01.

         SECTION 8.04 Trustee May Own Certificates.

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

         SECTION 8.05 Payment of Trustee's Fees.

         The Trustee shall withdraw from the Certificate Account on each
Distribution Date and pay to itself the Trustee's Fee. Except as otherwise
provided in this Agreement, the Trustee and any director, officer, employee or
agent of the Trustee shall be indemnified by the Trust Fund and held harmless
against any loss, liability or "unanticipated out-of-pocket" expense incurred or
paid to third parties (which expenses shall not include salaries paid to
employees, or allocable overhead, of the Trustee) in connection with the
acceptance or administration of its trusts hereunder or the Certificates, other
than any loss, liability or expense incurred by reason of willful misfeasance,
bad faith or negligence in the performance of duties hereunder or by reason of
reckless disregard of obligations and duties hereunder all such amounts shall be
payable from funds in the Custodial Account as provided in Section 3.11. The
provisions of this Section 8.05 shall survive the termination of this Agreement.

         The Master Servicer shall indemnify the Trustee and any director,
officer, employee or agent of the Trustee against any loss, liability or expense
that may be sustained in connection with this Agreement related to the willful
misfeasance, bad faith or negligence in the performance of its duties hereunder.

         SECTION 8.06 Eligibility Requirements for Trustee.

         The Trustee hereunder shall at all times be a corporation or a national
banking association organized and doing business under the laws of any state or
the United States of America or the District of Columbia, authorized under such
laws 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 authority. In addition, the Trustee shall at all times be acceptable to
the Rating Agency rating the Certificates. If such corporation publishes reports
of condition at least annually, pursuant to law or to the requirements of the
aforesaid supervising or examining authority, then for the purposes of this
Section the combined capital and surplus of such corporation shall be deemed to
be its combined capital and surplus as set forth in its most recent report of
condition so published. In case at any time the Trustee shall cease to be
eligible in accordance with the provisions of this Section, the Trustee shall
resign immediately in the manner and with the effect specified in Section 8.07.
The corporation or national banking association serving as Trustee may have
normal banking and trust relationships with the Seller and its affiliates or the
Master Servicer and its affiliates; provided, however, that such corporation
cannot be an affiliate of the Master Servicer other than the Trustee in its role
as successor to the Master Servicer.

         SECTION 8.07 Resignation and Removal of the Trustee.

         The Trustee may at any time resign and be discharged from the trusts
hereby created by giving notice thereof to the Depositor, the Master Servicer
and to all Certificateholders; provided, that such resignation shall not be
effective until a successor trustee is appointed and accepts appointment in
accordance with the following provisions. Upon receiving such notice of
resignation, the Depositor shall promptly appoint a successor trustee who meets
the eligibility requirements of Section 8.06 by written instrument, in
duplicate, which instrument shall be delivered to the resigning Trustee and to
the successor trustee. A copy of such instrument shall be delivered to the
Certificateholders and the Master Servicer by the Depositor. If no successor
trustee shall have been so appointed and have accepted appointment within 60
days after the giving of such notice of resignation, the resigning Trustee may
petition any court of competent jurisdiction for the appointment of a successor
trustee; provided, however, that the resigning Trustee shall not resign and be
discharged from the trusts hereby created until such time as the Rating Agency
rating the Certificates approves the successor trustee.

         If at any time the Trustee shall cease to be eligible in accordance
with the provisions of Section 8.06 and shall fail to resign after written
request therefor by the Depositor or the Master Servicer, or if at any time the
Trustee shall become incapable of acting, or shall be adjudged bankrupt or
insolvent, or a receiver of the Trustee or of its property shall be appointed,
or any public officer shall take charge or control of the Trustee or of its
property or affairs for the purpose of rehabilitation, conservation or
liquidation, or if the rating of the long-term debt obligations of the Trustee
is not acceptable to the Rating Agency in respect of mortgage pass-through
certificates having a rating equal to the then current rating on the
Certificates, then the Depositor may remove the Trustee and appoint a successor
trustee who meets the eligibility requirements of Section 8.06 by written
instrument, in duplicate, which instrument shall be delivered to the Trustee so
removed and to the successor trustee. A copy of such instrument shall be
delivered to the Certificateholders and the Master Servicer by the Depositor.

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

         Any resignation or removal of the Trustee and appointment of a
successor trustee pursuant to any of the provisions of this Section shall not
become effective until acceptance of appointment by the successor trustee as
provided in Section 8.08.

         SECTION 8.08 Successor Trustee.

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

         No successor trustee shall accept appointment as provided in this
Section unless at the time of such acceptance such successor trustee shall be
eligible under the provisions of Section 8.06.

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

         SECTION 8.09 Merger or Consolidation of Trustee.

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

         SECTION 8.10 Appointment of Co-Trustee or Separate Trustee.

         Notwithstanding any other provisions hereof, at any time, for the
purpose of meeting any legal requirements of any jurisdiction in which any part
of the Trust Fund or property securing the same may at the time be located, the
Depositor and the Trustee acting jointly shall have the power and shall execute
and deliver all instruments to appoint one or more Persons approved by the
Trustee to act as co-trustee or co-trustees, jointly with the Trustee, or
separate trustee or separate trustees, of all or any part of the Trust Fund, and
to vest in such Person or Persons, in such capacity, such title to the Trust
Fund, or any part thereof, and, subject to the other provisions of this Section
8. 10, such powers, duties, obligations, rights and trusts as the Depositor and
the Trustee may consider necessary or desirable. If the Depositor shall not have
joined in such appointment within 15 days after the receipt by it of a request
so to do, or in case an Event of Default shall have occurred and be continuing,
the Trustee alone shall have the power to make such appointment. No co-trustee
or separate trustee hereunder shall be required to meet the terms of eligibility
as a successor trustee under Section 8.06 hereunder and no notice to Holders of
Certificates of the appointment of co-trustee(s) or separate trustee(s) shall be
required under Section 8.08 hereof.

         In the case of any appointment of a co-trustee or separate trustee
pursuant to this Section 8. 10 all rights, powers, duties and obligations
conferred or imposed upon the Trustee shall be conferred or imposed upon and
exercised or performed by the Trustee and such separate trustee or co-trustee
jointly, except to the extent that under any law of any jurisdiction in which
any particular act or acts are to be performed (whether as Trustee hereunder or
as successor to the Master Servicer hereunder), the Trustee shall be incompetent
or unqualified to perform such act or acts, in which event such rights, powers,
duties and obligations (including the holding of title to the Trust Fund or any
portion thereof in any such jurisdiction) shall be exercised and performed by
such separate trustee or co-trustee at the direction of the Trustee.

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

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

         SECTION 8.11 Commission Reporting.

         (a) (i) Within 15 days after each Distribution Date, the Trustee shall,
in accordance with industry standards, file with the Commission via the
Electronic Data Gathering and Retrieval System ("EDGAR"), a Distribution Report
on Form 10-D, signed by the Master Servicer, with a copy of the monthly
statement to be furnished by the Trustee to the Certificateholders for such
Distribution Date and detailing all data elements specified in Item 1121(a) of
Regulation AB as part of the monthly statement; provided that the Trustee shall
have received no later than 2 days prior to the date such Distribution Report on
Form 10-D is required to be provided to the Trustee as described in clause
(a)(iv) below, the following information:

         (A) Notice of any material modifications, extensions or waivers to
Mortgage Loan terms, fees, penalties or payments during the distribution period
or that have cumulatively become material over time from the Master Servicer;

         (B) Notice of any new issuance of asset-backed securities backed by the
same asset pool, any pool asset changes, such as Mortgage Loan substitutions and
repurchases, and cash flows available for future purchases, if applicable from
the Seller;

         (C) A brief description of any legal proceedings pending, including
proceedings known to be contemplated by governmental authorities, against the
Depositor, Seller and the Master Servicer or of which any property of the
foregoing is the subject, that is material to Certificateholders from each of
the Depositor, Seller and the Master Servicer if applicable;

         (D) The information required by Item 2 of Part II of Form 10-Q
regarding any sale of securities that are either backed by the same asset pool
or are otherwise issued by the issuer, regardless of whether the transaction was
registered under the Securities Act of 1933 during the period covered by the
report, from the Seller;

         (E) The information required by Item 3 of Part II of Form 10-Q with
respect to defaults upon the senior securities during the period covered by the
report, from the Seller;

         (F) Any information required to be disclosed in a report on Form 8-K
during the period covered by the report on the Form 10-D, but not reported,
whether or not otherwise required by the Form 10-D from the Seller and the
Master Servicer; and

         (G) Any exhibits to the Form 10-D from the Seller.

         (ii) The Trustee will prepare and file Current Reports on Form 8-K in
respect of the Trust, signed by the Master Servicer, at the direction and
expense of the Depositor, provided, that, the Depositor, the Seller or the
Master Servicer shall have timely notified the Trustee of an item reportable on
a Current Report on Form 8-K and shall have delivered to the Trustee no later
than one Business Days prior to the filing deadline for such Current Report, all
information, data, and exhibits required to be provided to the Trustee as
described in clause (a)(iv) below or filed with such Current Report with respect
to:

         (A) Any entry into a material definitive agreement, any termination of
a material definitive agreement and any bankruptcy or receivership of the
Depositor, the Seller or the Master Servicer (including any servicer that does
not sign the pooling and servicing agreement and any subservicer that signs a
subservicing agreement) from the Depositor, the Seller or the Master Servicer as
applicable;

         (B) Any material modification to the rights of Certificateholders,
amendments of the articles of incorporation or bylaws or a change of the fiscal
year of any transaction party from each of the Depositor, the Seller or the
Master Servicer as applicable; and


         (C) Any Securities Act update provided by the Seller.

         (iii) Prior to January 30 in each year commencing in 2007, the Trustee
shall, in accordance with industry standards, file a Form 15 Suspension Notice
with respect to the Trust Fund, if applicable. Prior to (x) March 15, 2007 and
(y) unless and until a Form 15 Suspension Notice shall have been filed, prior to
March 15 of each year thereafter, the Master Servicer shall provide the Trustee
with an Annual Compliance Statement, together with a copy of the Assessment of
Compliance and Attestation Report to be delivered by the Master Servicer
pursuant to Sections 3.13 and 3.14. Prior to (x) March 31, 2007 and (y) unless
and until a Form 15 Suspension Notice shall have been filed, March 31 of each
year thereafter, the Trustee shall, subject to subsection (d) below, file a Form
10-K, in substance conforming to industry standards, with respect to the Trust
Fund. Such Form 10-K shall include the Assessment of Compliance, Attestation
Report, Annual Compliance Statements and other documentation provided by the
Master Servicer pursuant to Sections 3.16 and 3.17 and a certification in the
form attached hereto as Exhibit K (the "Depositor Certification"), which shall
be signed by the senior officer of the Depositor in charge of securitization.
The Depositor, Seller and the Master Servicer shall provide the Trustee with the
following information, as applicable, no later than March 1 of each calendar
year prior to the filing deadline for the Form 10-K and required to be provided
to the Trustee as described in clause (a)(iv) below:

         (A) Any exhibits or financial statement schedules required by Item 15
of Form 10-K from each of the Depositor, Seller and the Master Servicer;

         (B) A description of any legal proceedings pending, including
proceedings known to be contemplated by governmental authorities, against the
Depositor, Seller and the Master Servicer or of which any property of the
foregoing is the subject, that is material to Certificateholders from each of
the Depositor, Seller and the Master Servicer if applicable;

         (D) A description of any affiliations between the transaction parties
pursuant to Item 1119 of Regulation AB from the Seller; and

         (E) The Assessment of Compliance, Attestation Report, Annual Compliance
Statements and other documentation provided by the Master Servicer pursuant to
Sections 3.19 and 3.20.

         (iv) As to each item of information required to be included in any Form
10-D, Form 8-K or Form 10-K, the Trustee's obligation to include the information
in the applicable report is subject to receipt from the entity that is indicated
in Exhibit __ as the responsible party for providing that information, if other
than the Trustee, as and when required as described above. Each of the Master
Servicer, Seller and Depositor hereby agree to notify and provide to the Trustee
all information that is required to be included in any Form 10-D, Form 8-K or
Form 10-K, with respect to which that entity is indicated in Exhibit __ as the
responsible party for providing that information. [The Swap Provider will be
obligated pursuant to the Swap Agreement to provide to the Trustee any
information that may be required to be included in any Form 10-D, Form 8-K or
Form 10-K. The Trustee shall be responsible for determining the significance
percentage (as defined in Item 1115 of Regulation AB) of the Swap Provider at
any time. The Master Servicer shall be responsible for determining the pool
concentration applicable to any subservicer or originator at any time, for
purposes of disclosure as required by Items 1117 and 1119 of Regulation AB.]

         (v) The Depositor hereby grants to the Master Servicer a limited power
of attorney to sign each Form 10-D, Form 8-K and Form 10-K on behalf of the
Depositor. Such power of attorney shall continue until either the earlier of (x)
receipt by the Master Servicer from the Depositor of written termination of such
power of attorney and (y) the termination of the Trust Fund. The Depositor
agrees to promptly furnish to the Trustee, from time to time upon request, such
further information, reports and financial statements within its control related
to this Agreement, the Mortgage Loans as the Trustee reasonably deems
appropriate to prepare and file all necessary reports with the Commission. The
Trustee shall have no responsibility to file any items other than those
specified in this Section 8.11; provided, however, the Trustee will cooperate
with the Depositor in connection with any additional filings with respect to the
Trust Fund as the Depositor deems necessary under the Securities Exchange Act of
1934, as amended (the "Exchange Act"). Copies of all reports filed by the
Trustee under the Exchange Act shall be sent to: the Depositor c/o
[_____________________________]. Fees and expenses incurred by the Trustee in
connection with this Section 8.11 shall not be reimbursable from the Trust Fund.

         (b) Not later than 15 calendar days before the date on which the
Depositor's annual report on Form 10-K is required to be filed in accordance
with the Exchange Act and the rules and regulations of the Commission (or, if
such day is not a Business Day, the immediately preceding Business Day), the
Trustee shall sign a certification in the form attached hereto as Exhibit L (the
"Trustee Certification") for the benefit of the Depositor and its officers,
directors and affiliates regarding certain aspects of items 1 through 3 of the
Depositor Certification. In addition, the Trustee shall, subject to the
provisions of Section 8.01 and 8.02 hereof, indemnify and hold harmless the
Depositor and each Person, if any, who "controls" the Depositor within the
meaning of the Securities Act and its officers, directors and affiliates from
and against any losses, damages, penalties, fines, forfeitures, reasonable and
necessary legal fees and related costs, judgments and other costs and expenses
arising out of or based upon a breach of the Trustee's obligations under this
Section 8.11 or any inaccuracy made in the Trustee Certification. If the
indemnification provided for in this Section 8.11(b) is unavailable or
insufficient to hold harmless such Persons, then the Trustee shall contribute to
the amount paid or payable by such Persons as a result of the losses, claims,
damages or liabilities of such Persons in such proportion as is appropriate to
reflect the relative fault of the Depositor on the one hand and the Trustee on
the other. The Trustee acknowledges that the Depositor is relying on the
Trustee's performance of its obligations under this Section 8.11 in order to
perform its obligations under Section 8.11(a) above.

         (c) Not later than 15 calendar days before the date on which the
Depositor's annual report on Form 10-K is required to be filed in accordance
with the Exchange Act and the rules and regulations of the Commission (or, if
such day is not a Business Day, the immediately preceding Business Day), the
Master Servicer will deliver to the Depositor and the Trustee an Officer's
Certificate for the prior calendar year in substantially the form of Exhibit M
to this Agreement. The Master Servicer agrees to indemnify and hold harmless the
Depositor, the Trustee and each Person, if any, who "controls" the Depositor or
the Trustee within the meaning of the Securities Act and their respective
officers, directors and affiliates from and against any losses, damages,
penalties, fines, forfeitures, reasonable and necessary legal fees and related
costs, judgments and other costs, fees and expenses that such Person may sustain
arising out of third party claims based on (i) the failure of the Master
Servicer to deliver or caused to be delivered when required any Officer's
Certificate pursuant to this Section 8.11(c), or (ii) any material misstatement
or omission contained in any Officer's Certificate provided pursuant to this
Section 8.11(c). If an event occurs that would otherwise result in an
indemnification obligation under clauses (i) or (ii) above, but the
indemnification provided for in this Section 8.11(c) by such Servicer is
unavailable or insufficient to hold harmless such Persons, then such Servicer
shall contribute to the amount paid or payable by such Persons as a result of
the losses, claims, damages or liabilities of such Persons in such proportion as
is appropriate to reflect the relative fault of the Depositor or Trustee on the
one hand and such Servicer on the other. Each Servicer acknowledges that the
Depositor and the Trustee are relying on the Master Servicer's performance of
its obligations under this Agreement in order to perform their respective
obligations under this Section 8.11.

         (d) Nothing shall be construed from the foregoing subsections (a), (b)
and (c) to require the Trustee or any officer, director or Affiliate thereof to
sign any Form 10-K or any certification contained therein. Furthermore, the
inability of the Trustee to file a Form 10-K as a result of the lack of required
information as set forth in Section 8.11(a) or required signatures on such Form
10-K or any certification contained therein shall not be regarded as a breach by
the Trustee of any obligation under this Agreement.

         (e) Notwithstanding the provisions of Section 10.01, this Section 8.12
may be amended without the consent of the Certificateholders.

         (f) Upon any filing with the Commission, the Trustee shall promptly
deliver to the Depositor a copy of any executed report, statement or
information.



<PAGE>



                                   ARTICLE IX

                                   TERMINATION

         SECTION 9.01 Termination Upon Repurchase or Liquidation of All Mortgage
Loans.

         Subject to Section 9.02, the respective obligations and
responsibilities of the Depositor, the Master Servicer and the Trustee created
hereby (other than the obligations of the Master Servicer to provide for and the
Trustee to make payments to Certificateholders as hereafter set forth) shall
terminate upon payment to the Certificateholders of all amounts held by or on
behalf of the Trustee and required to be paid to them hereunder following the
earlier to occur of (i) the repurchase by the Master Servicer of all Mortgage
Loans and each REO Property in respect thereof remaining in the Trust Fund at a
price equal to (a) 100% of the unpaid principal balance of each Mortgage Loan
(other than one as to which a REO Property was acquired) on the day of
repurchase together with accrued interest on such unpaid principal balance at
the related Net Mortgage Rate to the first day of the month in which the
proceeds of such repurchase are to be distributed, plus (b) the appraised value
of any REO Property less the good faith estimate of the Master Servicer of
liquidation expenses to be incurred in connection with its disposal thereof,
such appraisal to be conducted by an appraiser mutually agreed upon by the
Master Servicer and the Trustee at the expense of the Master Servicer, (but not
more than the unpaid principal balance of the related Mortgage Loan, together
with accrued interest on that balance at the Net Mortgage Rate to the first day
of the month of repurchase), and (ii) the final payment or other liquidation (or
any Advance with respect thereto) of the last Mortgage Loan remaining in the
Trust Fund (or the disposition of all REO Property in respect thereof);
provided, however, that in no event shall the trust created hereby continue
beyond expiration of 21 years from the death of the last survivor of the
descendants of Joseph P. Kennedy, the late ambassador of the United States to
the Court of St. James, living on the date hereof. In the case of any repurchase
by the Master Servicer pursuant to clause (i), the Master Servicer shall include
in such repurchase price the amount of any Advances that will be reimbursed to
the Master Servicer pursuant to Section 3.11 (iii) and the Master Servicer shall
exercise reasonable efforts to cooperate fully with the Trustee in effecting
such repurchase and the transfer of the Mortgage Loans and related Mortgage
Files and related records to the Master Servicer.

         The right of the Master Servicer to repurchase all Mortgage Loans
pursuant to (i) above shall be conditioned upon the aggregate Stated Principal
Balance of such Mortgage Loans at the time of any such repurchase aggregating an
amount equal to or less than ___% of the aggregate Stated Principal Balance of
the Mortgage Loans at the Cut-off Date. If such right is exercised, the Master
Servicer upon such repurchase shall provide to the Trustee, the certification
required by Section 3.16.

         Notice of any termination, specifying the Distribution Date upon which
the Certificateholders may surrender their Certificates to the Trustee for
payment of the final distri bution and cancellation, shall be given promptly by
the Master Servicer by letter to the Trustee and shall be given promptly by the
Trustee to the Certificateholders mailed (a) in the event such notice is given
in connection with the Master Servicer's election to repurchase, not earlier
than the 15th day and not later than the 25th day of the month next preceding
the month of such final distribution or (b) otherwise during the month of such
final distribution on or before the Determination Date in such month, in each
case specifying (i) the Distribution Date upon which final payment of the
Certificates will be made upon presentation and surrender of Certificates at the
office of the Certificate Registrar therein designated, (ii) the amount of any
such final payment and (iii) that the Record Date otherwise applicable to such
Distribution Date is not applicable, payments being made only upon presentation
and surrender of the Certificates at the office of the Certificate Registrar
therein specified. In the event such notice is given in connection with the
Master Servicer's election to repurchase, the Master Servicer shall deposit in
the Custodial Account pursuant to Section 3. 10 on the last day of the related
Prepayment Period an amount equal to the above-described repurchase price
payable out of its own funds. Upon presentation and surrender of the
Certificates by the Certificateholders, the Trustee shall distribute to the
Certificateholders (i) the amount otherwise distributable on such Distribution
Date, if not in connection with the Master Servicer's election to repurchase, or
(ii) if the Master Servicer elected to so repurchase, an amount determined as
follows: with respect to each Class A and Class B Certificate, the outstanding
Certificate Principal Balance thereof, plus one month's interest thereon at the
applicable Pass-Through Rate and any previously unpaid Accrued Certificate
Interest, subject to the priority set forth in Section 4.01(b); and with respect
to each Class R Certificate, the Percentage Interest evidenced thereby
multiplied by the difference, if any, between the above described repurchase
price and the aggregate amount to be distributed to the Class A and Class B
Certificateholders. Upon certification to the Trustee by a Servicing Officer,
following such final deposit, the Trustee shall promptly release the Mortgage
Files as directed by the Master Servicer for the remaining Mortgage Loans, and
the Trustee shall execute all assignments, endorsements and other instruments
required by the Master Servicer as being necessary to effectuate such transfer.

         In the event that all of the Certificateholders shall not surrender
their Certificates for cancellation within six months after the time specified
in the above-mentioned notice, the Trustee shall give a second notice to the
remaining Certificateholders to surrender their Certificates for cancellation
and receive the final distribution with respect thereto. If within six months
after the second notice all of the Certificates shall not have been surrendered
for cancellation, the Trustee shall take reasonable steps as directed by the
Depositor, or appoint an agent to take reasonable steps, to contact the
remaining Certificateholders concerning surrender of their Certificates, and the
cost thereof shall be paid out of the funds and other assets which remain
subject hereto. If, within nine months after the second notice, all of the
Certificates shall not have been surrendered for cancellation, the Class R
Certificateholders shall be entitled to all unclaimed funds and other assets
which remain subject hereto.

         SECTION 9.02 Additional Termination Requirements.

         (a) In the event the Master Servicer repurchases the Mortgage Loans as
provided in Section 9.01, the Trust Fund shall be terminated in accordance with
the following additional requirements, unless the Master Servicer obtains for
the Trustee an Opinion of Counsel to the effect that the failure of the Trust
Fund to comply with the requirements of this Section 9.02 will not (i) result in
the imposition of taxes on the net income derived from "prohibited transactions"
of the Trust Fund as defined in Section 86OF of the Code or (ii) cause the Trust
Fund to fail to qualify as a REMIC at any time that any Certificates are
outstanding:

                  (i) The Trustee shall establish a 90-day liquidation period
         and specify the first day of such period in a statement attached to the
         Trust Fund's final Tax Return pursuant to Treasury Regulation
         (S)1.86OF-1. The Trustee shall satisfy all the requirements of a
         qualified liquidation under 86OF of the Code and any regulations
         thereunder, as evidenced by an Opinion of Counsel obtained at the
         expense of the Master Servicer;

                  (ii) During such 90-day liquidation period, and at or prior to
         the time of making of the final payment on the Certificates, the Master
         Servicer shall sell all of the assets of the Trust Fund for cash; and

                  (iii) At the time of the making of the final payment on the
         Certificates, the Trustee shall distribute or credit, or cause to be
         distributed or credited, to the Holders of the Class R Certificates all
         remaining cash on hand (other than cash retained to meet claims), and
         the Trust Fund shall terminate at that time.

         (b) By their acceptance of the Class R Certificates, the Holders
thereof hereby agree to authorize the Trustee to specify the 90-day liquidation
period for the Trust Fund, which authorization shall be binding upon all
successor Class R Certificateholders.



<PAGE>



                                   ARTICLE X

                                REMIC PROVISIONS

         SECTION 10.01 REMIC Administration.

         (a) The Trustee shall make an election to treat the Trust Fund as a
REMIC under the Code and, if necessary, under applicable state law. Such
election will be made on Form 1066 or other appropriate federal tax or
information return or any appropriate state return for the taxable year ending
on the last day of the calendar year in which the Certificates are issued. For
the purposes of the REMIC election in respect of the Trust Fund, the Class A and
Class B Certificates shall be designated as the "regular interests" and the
Class R Certificates shall be designated as the sole class of "residual
interest" in the Trust Fund. The Trustee shall not permit the creation of any
"interests" in the Trust Fund (within the meaning of Section 86OG of the Code)
other than the Regular Certificates and the Residual Certificates.

         (b) The Closing Date is hereby designated as the "startup day" of the
Trust Fund within the meaning of Section 86OG(a)(9) of the Code.

         (c) The Trustee shall hold a Class R Certificate representing a 0.01 %
Percentage interest of all Class R Certificates and shall be designated as the
tax matters person of the Trust Fund in the manner provided under Treasury
regulations section 1.86OF-4(d) and temporary Treasury regulations section
301.6231(a)(7)-1T. The Trustee, as tax matters person, shall (i) act on behalf
of the Trust Fund in relation to any tax matter or controversy involving the
Trust Fund and (ii) represent the Trust Fund in any administrative or judicial
proceeding relating to an examination or audit by any governmental taxing
authority with respect thereto. To the extent authorized under the Code and the
regulations promulgated thereunder, each Holder of a Class R Certificate, hereby
irrevocably appoints and authorizes the Trustee to be its attorney-in-fact for
purposes of signing any Tax Returns required to be filed on behalf of the Trust
Fund. The legal expenses and costs of any such action described in this
subsection and any liability resulting therefrom shall constitute expenses of
the Trust Fund and the Trustee shall be entitled to reimbursement therefor
unless such legal expenses and costs are incurred by reason of the Trustee's
willful misfeasance, bad faith or negligence.

         (d) Except as provided in Section 4.05, the Trustee shall prepare or
cause to be prepared, sign and file all of the Tax Returns in respect of the
Trust Fund created hereunder. The expenses of preparing and filing such returns
shall be borne by the Trustee without any right of reimbursement therefor.

         (e) The Trustee shall perform on behalf of the Trust Fund all reporting
and other tax compliance duties that are the responsibility of the Trust Fund
under the Code, REMIC Provisions or other compliance guidance issued by the
Internal Revenue Service or any state or local taxing authority. Among its other
duties, as required by the Code, the REMIC Provisions or other such compliance
guidance, the Trustee shall provide (i) to any Transferor of a Class R
Certificate such information as is necessary for the application of any tax
relating to the transfer of a Class R Certificate to any Person who is not a
Permitted Transferee, (ii) Certificateholders such information or reports as are
required by the Code or the REMIC Provisions including reports relating to
interest, original issue discount and market discount or premium (using the
Prepayment Assumption) and (iii) to the Internal Revenue Service the name,
title, address and telephone number of the person who will serve as the
representative of the Trust Fund. In addition, the Depositor shall provide or
cause to be provided to the Trustee, within ten (10) days after the Closing
Date, all information or data that the Trustee reasonably determines to be
relevant for tax purposes as to the valuations and issue prices of the
Certificates, including, without limitation, the price, yield, prepayment
assumption and projected cash flow of the Certificates.

         (f) The Trustee shall take such action and shall cause the Trust Fund
created hereunder to take such action as shall be necessary to create or
maintain the status thereof as a REMIC under the REMIC Provisions (and the
Master Servicer shall assist it, to the extent reasonably requested by it). The
Trustee shall not take any action, cause the Trust Fund to take any action or
fail to take (or fail to cause to be taken) any action that, under the REMIC
Provisions, if taken or not taken, as the case may be, could (i) endanger the
status of the Trust Fund as a REMIC or (ii) result in the imposition of a tax
upon the Trust Fund (including but not limited to the tax on prohibited
transactions as defined in Section 86OF(a)(2) of the Code and the tax on
contributions to a REMIC set forth in Section 86OG(d) of the Code) (either such
event, an "Adverse REMIC Event") unless the Trustee received an Opinion of
Counsel (at the expense of the party seeking to take such action but in no event
shall such Opinion of Counsel be an expense of the Trustee) to the effect that
the contemplated action will not, with respect to the Trust Fund created
hereunder, endanger such status or result in the imposition of such a tax. The
Master Servicer shall not take or fail to take any action (whether or not
authorized hereunder) as to which the Trustee has advised it in writing that it
has received an Opinion of Counsel to the effect that an Adverse REMIC Event
could occur with respect to such action. In addition, prior to taking any action
with respect to the Trust Fund or its assets, or causing the Trust Fund to take
any action, which is not expressly permitted under the terms of this Agreement,
the Master Servicer will consult with the Trustee or its designee, in writing,
with respect to whether such action could cause an Adverse REMIC Event to occur
with respect to the Trust Fund, and the Master Servicer shall not take any such
action or cause the Trust Fund to take any such action as to which the Trustee
has advised it in writing that an Adverse REMIC Event could occur. The Trustee
may consult with counsel to make such written advice, and the cost of same shall
be borne by the party seeking to take the action not permitted by this Agreement
(but in no event shall such cost be an expense of the Trustee). At all times as
may be required by the Code, the Trustee will ensure that substantially all of
the assets of the Trust Fund will consist of "qualified mortgages" as defined in
Section 86OG(a)(3) of the Code and "permitted investments" as defined in Section
86OG(a)(5) of the Code.

         (g) In the event that any tax is imposed on "prohibited transactions"
of the Trust Fund created hereunder as defined in Section 86OF(a)(2) of the
Code, on "net income from foreclosure property" of the Trust Fund as defined in
Section 86OG(c) of the Code, on any contributions to the Trust Fund after the
Startup Day therefor pursuant to Section 86OG(d) of the Code, or any other tax
is imposed by the Code or any applicable provisions of state or local tax laws,
such tax shall be charged (i) to the Trustee pursuant to Section 10.03 hereof,
if such tax arises out of or results from the willful misfeasance, bad faith or
negligence in performance by the Trustee of any of its obligations under this
Article X, (ii) to the Master Servicer pursuant to Section 10.03 hereof, if such
tax arises out of or results from a breach by the Master Servicer of any of its
obligations under Article III or this Article X, or otherwise (iii) against
amounts on deposit in the Custodial Account and shall be paid by withdrawal
therefrom.

         (h) On or before April 15 of each calendar year, commencing April 15,
20_, the Trustee shall deliver to the Master Servicer and each Rating Agency a
Certificate from a Responsible Officer of the Trustee stating the Trustee's
compliance with this Article X.

         (i) The Master Servicer and the Trustee shall, for federal income tax
purposes, maintain books and records with respect to the Trust Fund on a
calendar year and on an accrual basis.

         (j) Following the Startup Day, the Trustee shall not accept any
contributions of assets to the Trust Fund other than in connection with any
Qualified Substitute Mortgage Loan delivered in accordance with Section 2.04
unless it shall have received an Opinion of Counsel (which such Opinion of
Counsel shall not be an expense of the Trustee) to the effect that the inclusion
of such assets in the Trust Fund will not cause the Trust Fund to fail to
qualify as a REMIC at any time that any Certificates are outstanding or subject
the Trust Fund to any tax under the REMIC Provisions or other applicable
provisions of federal, state and local law or ordinances.

         (k) Neither the Trustee nor the Master Servicer shall enter into any
arrangement by which the Trust Fund will receive a fee or other compensation for
services nor permit either such REMIC to receive any income from assets other
than "qualified mortgages" as defined in Section 86OG(a)(3) of the Code or
"permitted investments" as defined in Section 86OG(a)(5) of the Code.

         (l) Solely for purposes of satisfying Section 1.86OG-1(a)(4)(iii) of
the Treasury regulations, and based on certain assumptions described below, the
"latest possible maturity date" by which the Certificate Principal Balances of
the Certificates representing a regular interest in the Trust Fund would be
reduced to zero is __________ 25, 20__, which is the Distribution Date
immediately following the latest scheduled maturity of any Mortgage Loan as
determined assuming that (i) scheduled interest and principal payments on the
Mortgage Loans are received in a timely manner, with no delinquencies or losses,
(ii) there are no principal prepayments, and (iii) neither the Seller nor the
Master Servicer will repurchase any Mortgage Loans.

         SECTION 10.02 Prohibited Transactions and Activities.

         Neither the Depositor, the Master Servicer nor the Trustee shall sell,
dispose of or substitute for any of the Mortgage Loans (except in connection
with (i) the foreclosure of a Mortgage Loan, including but not limited to, the
acquisition or sale of a Mortgaged Property acquired by deed in lieu of
foreclosure, (ii) the bankruptcy of the Trust Fund, (iii) the termination of the
Trust Fund pursuant to Article IX of this Agreement or (iv) a purchase of
Mortgage Loans pursuant to Article II or III of this Agreement) nor acquire any
assets for the Trust Fund, nor sell or dispose of any investments in the
Custodial Account or the Certificate Account for gain, nor accept any
contributions to the Trust Fund after the Closing Date unless it has received an
Opinion of Counsel (at the expense of the party seeking to cause such sale,
disposition, substitution or acquisition but in no event shall such Opinion of
Counsel be an expense of the Trustee) that such sale, disposition, substitution
or acquisition will not (a) affect adversely the status of the Trust Fund as a
REMIC or (b) cause the Trust Fund to be subject to a tax on "prohibited
transactions" or "contributions" pursuant to the REMIC Provisions.

         SECTION 10.03 Master Servicer and Trustee Indemnification.

         (a) The Trustee agrees to indemnify the Trust Fund, the Depositor and
the Master Servicer for any taxes and costs including, without limitation, any
reasonable attorneys fees imposed on or incurred by the Trust Fund, the
Depositor or the Master Servicer, as a result of the willful misfeasance, bad
faith or negligence by the Trustee with respect to the Trustee's covenants set
forth in this Article X.

         (b) The Master Servicer agrees to indemnify the Trust Fund, the
Depositor and the Trustee for any taxes and costs (including, without
limitation, any reasonable attorneys' fees) imposed on or incurred by the Trust
Fund, the Depositor or the Trustee, as a result of a breach of the Master
Servicer's covenants set forth in this Article X or in Article III with respect
to compliance with the REMIC Provisions, including without limitation, any
penalties arising from the Trustee's execution of Tax Returns prepared by the
Master Servicer that contain errors or omissions.



<PAGE>



                                   ARTICLE XI

                            MISCELLANEOUS PROVISIONS

         SECTION 11.01 Amendment.

         This Agreement may be amended from time to time by the Depositor, the
Master Servicer and the Trustee without the consent of any of the
Certificateholders, (i) to cure any ambiguity, (ii) to correct or supplement any
provisions herein which may be defective or inconsistent with any other
provisions herein or to correct any error, (iii) to change the timing and/or
nature of deposits in the Certificate Account, provided that (a) such change
would not adversely affect in any material respect the interests of any
Certificateholder, as evidenced by an Opinion of Counsel, and (b) such change
would not adversely affect the then-current rating of any rated class of
Certificates, as evidenced by a letter from each applicable Rating Agency, (iv)
to modify, eliminate or add to any of the provisions of the Trust Fund (a) to
such extent as shall be necessary to maintain the qualification of the Trust
Fund as a REMIC or to avoid or minimize the risk of imposition of any tax on the
Trust Fund, provided that the Trustee has received an Opinion of Counsel to the
effect that (1) such action is necessary or desirable to maintain such
qualification or to avoid or minimize such risk, and (2) such action will not
adversely affect in any material respect the interests of any Certificateholder,
or (b) to restrict the transfer of the Class R Certificates, provided that the
Depositor has determined that the then- current ratings of the Class A
Certificates will not be adversely affected, as evidenced by a letter from each
Rating Agency, and that any such amendment will not give rise to any tax with
respect to the transfer of the Class R Certificates to a non-Permitted
Transferee, (v) to make any other provisions with respect to matters or
questions arising this Agreement which are not materially inconsistent with the
provisions thereof, provided that such action will not adversely affect in any
material respect the interests of any Certificateholder, or (vi) to amend
specified provisions that are not material to holders of any class of
Certificates offered hereunder.

         This Agreement may also be amended from time to time by the Depositor,
the Master Servicer and the Trustee with the consent of the Holders of
Certificates entitled to at least 66-2/3% of the Voting Rights allocated to each
Class affected thereby for the purpose of adding any provisions to or changing
in any manner or eliminating any of the provisions of this Agreement or of
modifying in any manner the rights of the Holders of Certificates; provided,
however, that no such amendment shall (i) reduce in any manner the amount of, or
delay the timing of, payments received on Mortgage Loans which are required to
be distributed on any Certificate without the consent of the Holder of such
Certificate, or (ii) reduce the aforesaid percentage of Certificates the Holders
of which are required to consent to any such amendment, without the consent of
the Holders of all Certificates then outstanding. Notwithstanding any other
provision of this Agreement, for purposes of the giving or withholding of
consents pursuant to this Section 11.01, Certificates registered in the name of
the Seller or the Master Servicer or any affiliate thereof shall be entitled to
Voting Rights with respect to matters described in clauses (i) and (ii) of this
paragraph.

         Notwithstanding any contrary provision of this Agreement, the Trustee
shall not consent to any amendment to this Agreement unless it shall have first
received an Opinion of Counsel (provided by the Person requesting such
amendment) to the effect that such amendment will not result in the imposition
of any tax on the Trust Fund pursuant to the REMIC Provisions or cause the Trust
Fund to fail to qualify as a REMIC at any time that any of the Certificates are
outstanding. Promptly after the execution of any such amendment the Trustee
shall furnish a statement describing the amendment to each Certificateholder.

         It shall not be necessary for the consent of Certificateholders under
this Section 11.01 to approve the particular form of any proposed amendment, but
it shall be sufficient if such consent shall approve the substance thereof. The
manner of obtaining such consents and of evidencing the authorization of the
execution thereof by Certificateholders shall be subject to such reasonable
regulations as the Trustee may prescribe.

         Prior to executing any amendment pursuant to this Section, the Trustee
shall be entitled to receive an Opinion of Counsel (provided by the Person
requesting such amendment) to the effect that such amendment is authorized or
permitted by this Agreement. The cost of an Opinion of Counsel delivered
pursuant to this Section 11.01 shall be an expense of the party requesting such
amendment, but in any case shall not be an expense of the Trustee.

         The Trustee may, but shall not be obligated to enter into any amendment
pursuant to this Section that affects its rights, duties and immunities under
this Agreement or otherwise.

         SECTION 11.02 Recordation of Agreement; Counterparts.

         To the extent permitted by applicable law, this Agreement is subject to
recordation in all appropriate public offices for real property records in all
the counties or other comparable jurisdictions in which any or all of the
properties subject to the Mortgages are situated, and in any other appropriate
public recording office or elsewhere, such recordation to be effected by the
Master Servicer and at the expense of the Depositor on direction by the Trustee,
but only upon direction accompanied by an Opinion of Counsel to the effect that
such recordation materially and beneficially affects the interests of the
Certificateholders.

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

         SECTION 11.03 Limitation on Rights of Certificateholders.

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

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

         No Certificateholder shall have any right by virtue of any provision of
this Agreement to institute any suit, action or proceeding in equity or at law
upon or under or with respect to this Agreement, unless such Holder previously
shall have given to the Trustee a notice of an Event of Default, or of a default
by the Seller or the Trustee in the performance of any obligation hereunder, and
of the continuance thereof, as hereinbefore provided, and unless also the
Holders of Certificates entitled to at least 25% of the Voting Rights shall have
made written request upon the Trustee to institute such action, suit or
proceeding in its own name as Trustee hereunder and shall have offered to the
Trustee such reasonable indemnity as it may require against the costs, expenses
and liabilities to be incurred therein or thereby, and the Trustee, for 60 days
after its receipt of such notice, request and offer of indemnity, shall have
neglected or refused to institute any such action, suit or proceeding. It is
understood and intended, and expressly covenanted by each Certificateholder with
every other Certificateholder and the Trustee, that no one or more Holders of
Certificates shall have any right in any manner whatever by virtue of any
provision of this Agreement to affect, disturb or prejudice the rights of the
Holders of any other of such Certificates, or to obtain or seek to obtain
priority over or preference to any other such Holder, or to enforce any right
under this Agreement, except in the manner herein provided and for the equal,
ratable and common benefit of all Certificateholders. For the protection and
enforcement of the provisions of this Section, each and every Certificateholder
and the Trustee shall be entitled to such relief as can be given either at law
or in equity.

         SECTION 11.04 Governing Law.

         This Agreement and the Certificates shall be construed in accordance
with the laws of the State of New York and the obligations, rights and remedies
of the parties hereunder shall be determined in accordance with such laws.

         SECTION 11.05 Notices.

         All demands, notices and direction hereunder shall be in writing and
shall be deemed effective upon receipt when delivered to (a) in the case of the
Depositor, ________________________, ____________________________________,
Attention: ____________________, or such other address as may hereafter be
furnished to the Trustee and the Master Servicer in writing by the Depositor,
(b) in the case of the Trustee _____________________, Attention:
_______________________________, or such other address as may hereafter be
furnished to the Master Servicer and the Depositor in writing by the Trustee and
(c) in the case of the Master Servicer, [Name of Master Servicer]
________________________, ____________________________________, Attention:
__________________________ or such other address as may hereafter be furnished
to the Depositor and the Trustee in writing. Any notice required or permitted to
be mailed to a Certificateholder shall be given by first class mail, postage
prepaid, at the address of such Holder as shown in the Certificate Register. Any
notice so mailed within the time prescribed in this Agreement shall be
conclusively presumed to have been duly given, whether or not the
Certificateholder receives such notice.

         SECTION 11.06 Severability of Provisions.

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

         SECTION 11.07 Successors and Assigns; Third Party Beneficiary.

         The provisions of this Agreement shall be binding upon and inure to the
benefit of the respective successors and assigns of the parties hereto, and all
such provisions shall inure to the benefit of the Trustee and the
Certificateholders. The parties hereto agree that the Seller is the intended
third party beneficiary of Sections 3.07, 3.10 and 3.22 hereof, and that the
Seller may enforce such provisions to the same extent as if the Seller were a
party to this Agreement.

         SECTION 11.08 Article and Section Headings.

         The article and section headings herein are for convenience of
reference only, and shall not limit or otherwise affect the meaning hereof.

         SECTION 11.09 Notice to Rating Agencies and Certificateholder.

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

         1. Any material change or amendment to this Agreement;

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

         3. The resignation or termination of the Master Servicer or the
Trustee;

         4. The repurchase or substitution of Mortgage Loans pursuant to Section
2.04;

         5. The final payment to Certificateholders; and

         6. Any change in the location of the Custodial Account or the
Certificate Account.

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

         1. Each report to Certificateholders described in Section 4.02;

         2. Each annual independent public accountants' servicing report
received as described in Section 3.20; and

         3. Each Master Servicer compliance report received as described in
Section 3.19.

         Any such notice pursuant to this Section 11.09 shall be in writing and
shall be deemed to have been duly given if personally delivered or mailed by
first class mail, postage prepaid, or by express delivery service to (i) in the
case of [_________________________] Attention: ______________ the case of
[____________________________________________________] or, in each case, such
other address as such Rating Agency may designate in writing to the parties
thereto.



<PAGE>



         IN WITNESS WHEREOF, the Depositor, the Master Servicer and the 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.

                                 OPTEUM MORTGAGE ACCPETANCE CORP.,

                                 Depositor

                                 By:
                                    --------------------------------------------



                                 [NAME OF MASTER SERVICER],
                                 Master Servicer



                                 By:
                                    --------------------------------------------

                                 [NAME OF TRUSTEE],
                                 Trustee

                                 By:
                                    --------------------------------------------



<PAGE>



                                   EXHIBIT A-1

                         FORM OF CLASS [A-_] CERTIFICATE

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



<PAGE>


<TABLE>
<CAPTION>
<S>                              <C>
Certificate No.__                _____% Pass_Through Rate
Class A_____
Date of Pooling and Servicing    Percentage Interest:____%
Agreement and Cut_off Date:
_____________ 1, 20__
First Distribution Date:         Aggregate Initial [Certificate Principal Balance]
_____________, 20__              [Notional Amount] of the Class A___ Certificates:
                                 $______________
Master Servicer:                 Initial [Certificate Principal
[Name of Master Servicer]        Balance] [Notional Amount] of this Certificate:
                                 $______________
Assumed Final                    CUSIP:__________
Distribution Date:
__________ 25, 20__
</TABLE>


                        MORTGAGE PASS-THROUGH CERTIFICATE
                                  SERIES 200_-_

         evidencing a percentage interest in the distributions allocable to the
         Class A- ___ Certificates with respect to a Trust Fund consisting
         primarily of a pool of conforming one- to four-family fixed-rate first
         lien mortgage loans formed and sold by OPTEUM MORTGAGE ACCEPTANCE CORP.

         This Certificate is payable solely from the assets of the Trust Fund,
and does not represent an obligation of or interest in Opteum Mortgage
Acceptance Corp, the Master Servicer, the Trustee referred to below or any of
their affiliates. Neither this Certificate nor the underlying Mortgage Loans are
guaranteed or insured by any governmental agency or instrumentality or by [Name
of Master Servicer], the Master Servicer, the Trustee or any of their
affiliates. None of the Depositor, the Master Servicer 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 [Cede & Co.] is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
Initial [Certificate Principal Balance] [Notional Amount] of this Certificate by
the aggregate Initial [Certificate Principal Balance] [Notional Amount] of all
Class A-____ Certificates, both as specified above) in certain distributions
with respect to the Trust Fund consisting primarily of an interest in a pool of
conventional one- to four-family fixed-rate first lien mortgage loans (the
"Mortgage Loans"), formed and sold by Opteum Mortgage Acceptance Corp.
(hereinafter called the "Depositor," which term includes any successor entity
under the Agreement referred to below). The Trust Fund was created pursuant to a
Pooling and Servicing Agreement dated as specified above (the "Agreement") among
the Depositor, the Master Servicer and [Name of Trustee], as trustee (the
"Trustee"), a summary of certain of the pertinent provisions of which is set
forth hereafter. To the extent not defined herein, the capitalized terms used
herein have the meanings assigned in the Agreement. This Certificate is issued
under and is subject to the terms, provisions and conditions of the Agreement,
to which Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.

         Pursuant to the terms of the Agreement, a distribution will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing as
described in the Agreement, to the Person in whose name this Certificate is
registered at the close of business on the last Business Day of the month
immediately preceding the month of such Distribution Date (the "Record Date"),
from the Available Distribution Amount in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount of [interest
and] [principal], if any, required to be distributed to Holders of Class
A-____Certificates on such Distribution Date.

         Distributions on this Certificate will be made either by the Trustee or
by a Paying Agent appointed by the Trustee either in immediately available funds
(by wire transfer or otherwise) for the account of the Person entitled thereto
if such Person shall have so notified the Trustee or such Paying Agent at least
5 Business Days prior to the related Record Date, or by check mailed to the
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register.

         Notwithstanding the above, the final distribution on this Certificate
will be made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency appointed
by the Trustee for that purpose in the City and State of New York. The Initial
[Certificate Principal Balance] [Notional Amount] of this Certificate is set
forth above. The [Certificate Principal Balance] [Notional Amount] hereof will
be reduced to the extent of [distributions allocable to principal and] any
Realized Losses allocable hereto.

         This Certificate is one of a duly authorized issue of Certificates
issued in several Classes designated as Mortgage Pass-Through Certificates of
the Series specified hereon (herein collectively called the "Certificates").

         The Certificates are limited in right of payment to certain collections
and recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. In the event Master Servicer funds are advanced
with respect to any Mortgage Loan, such advance is reimbursable to the Master
Servicer, to the extent provided in the Agreement, from related recoveries on
such Mortgage Loan or from other cash that would have been distributable to
Certificateholders.

         As provided in the Agreement, withdrawals from the Custodial Account
and/or the Certificate Account created for the benefit of Certificateholders may
be made by the Master Servicer from time to time for purposes other than
distributions to Certificateholders, such purposes including without limitation
reimbursement to the Trustee, the Depositor and the Master Servicer of advances
made, or certain expenses incurred, by either of them.

         The Agreement permits, with certain exceptions therein provided, the
amendment of the Agreement and the modification of the rights and obligations of
the Depositor, the Master Servicer and the Trustee and the rights of the
Certificateholders under the Agreement at any time by the Depositor, the Master
Servicer and the Trustee with the consent of the Holders of Certificates
evidencing in the aggregate not less than 66-2/3% of the Percentage Interests of
each Class of Certificates affected thereby. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon the Certificate. The Agreement also permits the
amendment thereof in certain circumstances without the consent of the Holders of
any of the Certificates and, in certain additional circumstances, without the
consent of the Holders of certain Classes of Certificates.

         As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
offices or agencies appointed by the Trustee, duly endorsed by, or accompanied
by an assignment in the form below or other written instrument of transfer in
form satisfactory to the Trustee and the Certificate Registrar duly executed by
the Holder hereof or such Holder's attorney duly authorized in writing, and
thereupon one or more new Certificates of authorized denominations evidencing
the same Class and aggregate Percentage Interest will be issued to the
designated transferee or transferees.

         The Certificates are issuable only as registered Certificates without
coupons in Classes and in denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth,
Certificates are exchangeable for new Certificates of authorized denominations
evidencing the same Class and aggregate Percentage Interest, as requested by the
Holder surrendering the same.

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

         The Depositor, the Master Servicer, the Trustee and the Certificate
Registrar and any agent of the Depositor, the Master Servicer, the Trustee or
the Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Depositor, the
Master Servicer, the Trustee nor any such agent shall be affected by notice to
the contrary.

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

         The obligations created by the Agreement in respect of the Certificates
and the Trust Fund created thereby shall terminate upon the payment to
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be paid to them pursuant to the Agreement following the earlier of
(i) the maturity or other liquidation of the last Mortgage Loan subject thereto
or the disposition of all property acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage Loan and (ii) the purchase by the Class R
Certificateholder from the Trust Fund of all remaining Mortgage Loans and all
property acquired in respect of such Mortgage Loans, thereby effecting early
retirement of the Certificates. The Agreement permits, but does not require, the
Class R Certificateholder to (i) purchase at a price determined as provided in
the Agreement all remaining Mortgage Loans and all property acquired in respect
of any Mortgage Loan or (ii) purchase in whole, but not in part, all of the
Certificates from the Holders thereof; provided, that any such option may only
be exercised if the Aggregate [Stated Principal Balance] [Notional Amount] of
the Mortgage Loans as of the Distribution Date upon which the proceeds of any
such purchase are distributed is less than one percent of the Aggregate [Stated
Principal Balance] [Notional Amount] of the Mortgage Loans at the Cut-off Date.

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

         Unless the certificate of authentication hereon has been executed by
the Trustee, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.



<PAGE>



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


Dated:   __________ __, 200_                 [NAME OF TRUSTEE],
                                                      as Trustee

                                             By:________________________________
                                             Authorized Signatory


                          CERTIFICATE OF AUTHENTICATION

         This is one of the Class A-____ Certificates referred to in the
within-mentioned Agreement.

                                             [NAME OF TRUSTEE],
                                             as Trustee

                                             By:________________________________
                                             Authorized Signatory



<PAGE>



                                   ASSIGNMENT

         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _____________________________________ (Please print or
typewrite name and address including postal zip code of assignee) a Percentage
Interest evidenced by the within Mortgage Pass-Through Certificate and hereby
authorizes the transfer of registration of such interest to assignee on the
Certificate Register of the Trust Fund.

         I (We) further direct the Certificate Registrar to issue a new
Certificate of a like denomination and Class, to the above named assignee and
deliver such Certificate to the following address:

Dated:                                  ________________________________________
                                          Signature by or on behalf of assignor



                                                ________________________________
                                                     Signature Guaranteed



<PAGE>



                            DISTRIBUTION INSTRUCTIONS

         The assignee should include the following for purposes of distribution:

         Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to ___________________________________for the
account of __________________ account number _______________, or, if mailed by
check, to ________________________. Applicable statements should be mailed
to____________________________________________.

         This information is provided by __________________, the assignee named
above, or ________________, as its agent.



<PAGE>



                                   EXHIBIT A-2
                         FORM OF CLASS B-_ CERTIFICATES

         THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE SENIOR
CERTIFICATES AND THE [CLASS M CERTIFICATES] [THE CLASS B-1 CERTIFICATES] [AND
THE CLASS B-2 CERTIFICATES], AS DESCRIBED IN THE AGREEMENT (AS DEFINED BELOW).

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

         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
LAWS OR IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM
REGISTRATION UNDER SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE AGREEMENT.

         NO TRANSFER OF THIS CERTIFICATE MAY BE MADE TO ANY PERSON, UNLESS THE
TRANSFEREE PROVIDES EITHER A CERTIFICATION PURSUANT TO SECTION 5.02(D) OF THE
AGREEMENT OR AN OPINION OF COUNSEL SATISFACTORY TO THE TRUSTEE THAT THE PURCHASE
OF THIS CERTIFICATE WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED
TRANSACTION UNDER SECTION 406 OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE CODE AND WILL NOT SUBJECT THE
MASTER SERVICER, THE DEPOSITOR OR THE TRUSTEE TO ANY OBLIGATION OR LIABILITY IN
ADDITION TO THOSE UNDERTAKEN IN THE AGREEMENT.



<PAGE>



<TABLE>
<CAPTION>
<S>                                          <C>
Certificate No. 1                            _______% Pass-Through Rate
Class [B-_]                                  Aggregate  Initial   [Certificate   Principal  Balance]
                                             [Notional Amount] of the
                                             Class [B-_] Certificates:
                                             $-----------------
Date of Pooling and Servicing                Initial   [Certificate   Principal  Balance]  [Notional
Agreement and Cut-off Date:                  Amount]
_____________ 1, 200_                        of this Certificate ("Denomination"):
                                             $--------------
First Distribution Date:
_____________, 200_
Master Servicer:                             CUSIP:
[Name of Master Servicer]
Assumed Final Distribution Date:             Percentage Interest of this Certificate:
_____________, 20__                          100.00%
</TABLE>

                        MORTGAGE PASS-THROUGH CERTIFICATE
                                  SERIES 200_-_

         evidencing percentage interest in the distributions allocable to the
         Class [B-_] Certificates with respect to a Trust Fund consisting
         primarily of a pool of conforming one- to four- family fixed-rate first
         lien mortgage loans formed and sold by OPTEUM MORTGAGE ACCEPTANCE CORP.

         This Certificate is payable solely from the assets of the Trust Fund,
and does not represent an obligation of or interest in Opteum Mortgage
Acceptance Corp, the Master Servicer, the Trustee referred to below or any of
their affiliates. Neither this Certificate nor the underlying Mortgage Loans are
guaranteed or insured by any governmental agency or instrumentality or by [Name
of Master Servicer], the Master Servicer, the Trustee or any of their
affiliates. None of the Depositor, the Master Servicer or any of their
affiliates will have any obligation with respect to any certificate or other or
obligation secured by or payable from payments on the Certificates.

         This certifies that ___________ is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
Initial [Certificate Principal Balance] [Notional Amount] of this Certificate by
the aggregate Initial [Certificate Principal Balance] [Notional Amount] of all
Class [B-_] Certificates, both as specified above), in certain distributions
with respect to a Trust Fund consisting primarily of a pool of one- to
four-family fixed-rate first lien mortgage loans (the "Mortgage Loans"), formed
and sold by Opteum Mortgage Acceptance Corp (hereinafter called the "Depositor,"
which term includes any successor entity under the Agreement referred to below).
The Trust Fund was created pursuant to a Pooling and Servicing Agreement dated
as specified above (the "Agreement") among the Depositor, the Master Servicer
and [Name of Trustee], as trustee (the "Trustee"), a summary of certain of the
pertinent provisions of which is set forth hereafter. To the extent not defined
herein, the capitalized terms used herein have the meanings assigned the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.

         Pursuant to the terms of the Agreement, a distribution will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing as
described in the Agreement, to the Person in whose name this Certificate is
registered at the close of business on the last Business Day of the month
immediately preceding the month of such Distribution Date (the "Record Date"),
from the Available Distribution Amount in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount (of interest
and principal, if any) required to be distributed to Holders of Class [B-_]
Certificates on such Distribution Date.

         Distributions on this Certificate will be made either by the Trustee or
by a Paying Agent appointed by the Trustee either in immediately available funds
(by wire transfer or otherwise) for the account of the Person entitled thereto
if such Person shall have so notified the Trustee or such Paying Agent at least
5 Business Days prior to the related Record Date, or by check mailed to the
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register.

         Notwithstanding the above, the final distribution on this Certificate
will be made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency appointed
by the Trustee for that purpose in the City and State of New York. The Initial
[Certificate Principal Balance] [Notional Amount] of this Certificate is set
forth above. The [Certificate Principal Balance] [Notional Amount] hereof will
be reduced to the extent of [the distributions allocable to principal and] any
Realized Losses allocable hereto.

         No transfer of this Class [B-_] Certificate will be made unless such
transfer is exempt from the registration requirements of the Securities Act of
1933, as amended, and any applicable state securities laws or is made in
accordance with said Act and laws. In the event that such a transfer is to be
made, (i) the Trustee shall require an opinion of counsel acceptable to and in
form and substance satisfactory to the Trustee 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 of 1933, as
amended, and of any applicable statute of any state and (ii) the transferee and
transferor shall execute a representation letter in the form described by the
Agreement. The Holder hereof desiring to effect such transfer shall, and does
hereby agree to, indemnify the Trustee, the Depositor, the Master Servicer and
the Certificate Registrar acting on behalf of the Trustee 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
Trustee will also require either (i) an opinion of counsel acceptable to and in
form and substance satisfactory to the Trustee with respect to the
permissibility of such transfer under the Employee Retirement Income Security
Act of 1974, as amended ("ERISA") and Section 4975 of the Internal Revenue Code
(the "Code") and stating, among other things, that the transferee's acquisition
of a Class [B-_] Certificate will not constitute or result in a non-exempt
prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or
(ii) a representation letter, in the form as described by the Agreement, either
stating that the transferee is not an employee benefit or other plan subject to
the prohibited transaction provisions of ERISA or Section 4975 of the Code (a
"Plan"), or any other person (including an investment manager, a named fiduciary
or a trustee of any Plan) acting, directly or indirectly, on behalf of or
purchasing any Certificate with "plan assets" of any Plan, or stating that the
transferee is an insurance company, the source of funds to be used by it to
purchase the Certificate is an "insurance company general account" (within the
meaning of Department of Labor Prohibited Transaction Class Exemption ("PTCE")
95-60), and the purchase is being made in reliance upon the availability of the
exemptive relief afforded under Sections I and III of PTCE 95-60.

         This Certificate is one of a duly authorized issue of Certificates
issued in several Classes designated as Mortgage Pass-Through Certificates of
the Series specified hereon (herein collectively called the "Certificates").

         The Certificates are limited in right of payment to certain collections
and recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. In the event Master Servicer funds are advanced
with respect to any Mortgage Loan, such advance is reimbursable to the Master
Servicer, to the extent provided in the Agreement, from related recoveries on
such Mortgage Loan or from other cash that would have been distributable to
Certificateholders.

         As provided in the Agreement, withdrawals from the Custodial Account
and/or the Certificate Account created for the benefit of Certificateholders may
be made by the Master Servicer from time to time for purposes other than
distributions to Certificateholders, such purposes including without limitation
reimbursement to the Trustee, the Depositor and the Master Servicer of advances
made, or certain expenses incurred, by either of them.

         The Agreement permits, with certain exceptions therein provided, the
amendment of the Agreement and the modification of the rights and obligations of
the Depositor, the Master Servicer and the Trustee and the rights of the
Certificateholders under the Agreement at any time by the Depositor, the Master
Servicer and the Trustee with the consent of the Holders of Certificates
evidencing in the aggregate not less than 66-2/3% of the Percentage Interests of
each Class of Certificates affected thereby. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon the Certificate. The Agreement also permits the
amendment thereof in certain circumstances without the consent of the Holders of
any of the Certificates and, in certain additional circumstances, without the
consent of the Holders of certain Classes of Certificates.

         As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
offices or agencies appointed by the Trustee, duly endorsed by, or accompanied
by an assignment in the form below or other written instrument of transfer in
form satisfactory to the Trustee and the Certificate Registrar duly executed by
the Holder hereof or such Holder's attorney duly authorized in writing, and
thereupon one or more new Certificates of authorized denominations evidencing
the same Class and aggregate Percentage Interest will be issued to the
designated transferee or transferees.

         The Certificates are issuable only as registered Certificates without
coupons in Classes and in denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth,
Certificates are exchangeable for new Certificates of authorized denominations
evidencing the same Class and aggregate Percentage Interest, as requested by the
Holder surrendering the same.

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

         The Depositor, the Master Servicer, the Trustee and the Certificate
Registrar and any agent of the Depositor, the Master Servicer, the Trustee or
the Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Depositor, the
Master Servicer, the Trustee nor any such agent shall be affected by notice to
the contrary.

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

         The obligations created by the Agreement in respect of the Certificates
and the Trust Fund created thereby shall terminate upon the payment to
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be paid to them pursuant to the Agreement following the earlier of
(i) the maturity or other liquidation of the last Mortgage Loan subject thereto
or the disposition of all property acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage Loan and (ii) the purchase by the Class R
Certificateholder from the Trust Fund of all remaining Mortgage Loans and all
property acquired in respect of such Mortgage Loans, thereby effecting early
retirement of the Certificates. The Agreement permits, but does not require, the
Class R Certificateholder to (i) purchase at a price determined as provided in
the Agreement all remaining Mortgage Loans and all property acquired in respect
of any Mortgage Loan or (ii) purchase in whole, but not in part, all of the
Certificates from the Holders thereof; provided, that any such option may only
be exercised if the Aggregate [Stated Principal Balance] [Notional Amount] of
the Mortgage Loans as of the Distribution Date upon which the proceeds of any
such purchase are distributed is less than one percent of the Aggregate [Stated
Principal Balance] [Notional Amount] of the Mortgage Loans at the Cut-off Date.

         Unless the certificate of authentication hereon has been executed by
the Trustee, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.



<PAGE>



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


Dated:   ___________ __, 200_                [NAME OF TRUSTEE],
                                             as Trustee

                                             By: _______________________________
                                             Authorized Signatory

                          CERTIFICATE OF AUTHENTICATION

         This is one of the Class [B-_] Certificates referred to in the
within-mentioned Agreement.


                                             [NAME OF TRUSTEE],
                                             as Trustee

                                             By: _______________________________
                                             Authorized Signatory



<PAGE>



                                   ASSIGNMENT


         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _____________________________________ (Please print or
typewrite name and address including postal zip code of assignee) a Percentage
Interest evidenced by the within Mortgage Pass-Through Certificate and hereby
authorizes the transfer of registration of such interest to assignee on the
Certificate Register of the Trust Fund.

         I (We) further direct the Certificate Registrar to issue a new
Certificate of a like denomination and Class, to the above named assignee and
deliver such Certificate to the following address:_____________________________
_______________________________________________________________________________


Dated:
      __________________________________________________________________________
                              Signature by or on behalf of assignor



<PAGE>



                            DISTRIBUTION INSTRUCTIONS

         The assignee should include the following for purposes of distribution:

         Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to for the account of ,
________________________________________________________________________________
account number __________________, or, if mailed by check, to .
____________________________________________________ Applicable statements
should be mailed to ____________________________________________________________
_____________ .


This information is provided by , ________________________________
____________________ the assignee named above, or , ________________
______________________________________ as its agent.



<PAGE>



                                    EXHIBIT B
                           FORM OF CLASS R CERTIFICATE

         THIS CERTIFICATE MAY NOT BE HELD BY OR TRANSFERRED TO A NON-UNITED
STATES PERSON OR A DISQUALIFIED ORGANIZATION (AS DEFINED BELOW).

         SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE
REPRESENTS A "RESIDUAL INTEREST" IN ONE OR MORE "REAL ESTATE MORTGAGE INVESTMENT
CONDUITS" AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF
THE INTERNAL REVENUE CODE OF 1986 (THE "CODE").

         NO TRANSFER OF THIS CERTIFICATE MAY BE MADE TO ANY PERSON, UNLESS THE
TRANSFEREE PROVIDES EITHER A CERTIFICATION PURSUANT TO SECTION 5.02(E) OF THE
AGREEMENT OR AN OPINION OF COUNSEL SATISFACTORY TO THE MASTER SERVICER, THE
DEPOSITOR AND THE TRUSTEE THAT THE PURCHASE OF THIS CERTIFICATE IS PERMISSIBLE
UNDER APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED
TRANSACTION UNDER SECTION 406 OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE CODE AND WILL NOT SUBJECT THE
MASTER SERVICER, THE DEPOSITOR OR THE TRUSTEE TO ANY OBLIGATION OR LIABILITY IN
ADDITION TO THOSE UNDERTAKEN IN THE POOLING AND SERVICING AGREEMENT (THE
"AGREEMENT").

         ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE
MADE ONLY IF THE PROPOSED TRANSFEREE PROVIDES A TRANSFER AFFIDAVIT TO THE MASTER
SERVICER AND THE TRUSTEE THAT (1) SUCH TRANSFEREE IS NOT (A) THE UNITED STATES,
ANY STATE OR POLITICAL SUBDIVISION THEREOF, ANY FOREIGN GOVERNMENT, ANY
INTERNATIONAL ORGANIZATION, OR ANY AGENCY OR INSTRUMENTALITY OF ANY OF THE
FOREGOING, (B) ANY ORGANIZATION (OTHER THAN A COOPERATIVE DESCRIBED IN SECTION
521 OF THE CODE) WHICH IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE
UNLESS SUCH ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE
CODE, (C) ANY ORGANIZATION DESCRIBED IN SECTION 1381(A)(2)(C) OF THE CODE, (ANY
SUCH PERSON DESCRIBED IN THE FOREGOING CLAUSES (A), (B) OR (C) BEING HEREIN
REFERRED TO AS A "DISQUALIFIED ORGANIZATION") OR (D) AN AGENT OF A DISQUALIFIED
ORGANIZATION, (2) NO PURPOSE OF SUCH TRANSFER IS TO IMPEDE THE ASSESSMENT OR
COLLECTION OF TAX AND (3) SUCH TRANSFEREE SATISFIES CERTAIN ADDITIONAL
CONDITIONS RELATING TO THE FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE.
NOTWITHSTANDING THE REGISTRATION IN THE CERTIFICATE REGISTER OR ANY TRANSFER,
SALE OR OTHER DISPOSITION OF THIS CERTIFICATE TO A DISQUALIFIED ORGANIZATION OR
AN AGENT OF A DISQUALIFIED ORGANIZATION, SUCH REGISTRATION SHALL BE DEEMED TO BE
OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO BE
A CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER, INCLUDING, BUT NOT LIMITED TO,
THE RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE, EACH HOLDER OF THIS
CERTIFICATE BY ACCEPTANCE OF THIS CERTIFICATE SHALL BE DEEMED TO HAVE CONSENTED
TO THE PROVISIONS OF THIS PARAGRAPH.



<PAGE>


<TABLE>
<CAPTION>
<S>                                 <C>
Certificate No. 1                   _______% Pass-Through Rate

Class R Senior

Date of Pooling and, Servicing      Percentage Interest:  100.00%
Agreement and Cut-off Date:
______________ 1, 200_

First Distribution Date:            Aggregate  Initial   [Certificate   Principal  Balance]
______________, 200_                [Notional Amount] of the
                                    Class R Certificates:
                                    $_________________


Master Servicer:                    Initial   [Certificate   Principal  Balance]  [Notional
[Name of Master Servicer]           Amount] of this
                                    Class R Certificates:
                                    $_________________


Assumed Final Distribution Date:    CUSIP:
______________, 20__
</TABLE>

                        MORTGAGE PASS-THROUGH CERTIFICATE
                                  SERIES 20_-_

         evidencing a percentage interest in any distributions allocable to the
         Class R Certificates with respect to a Trust Fund consisting primarily
         of a pool of one- to four-family fixed-rate first lien mortgage loans
         formed and sold by OPTEUM MORTGAGE ACCEPTANCE CORP.

         This Certificate is payable solely from the assets of the Trust Fund,
and does not represent an obligation of or interest in Opteum Mortgage
Acceptance Corp, the Master Servicer, the Trustee referred to below or any of
their affiliates. Neither this Certificate nor the underlying Mortgage Loans are
guaranteed or insured by any governmental agency or instrumentality or by [Name
of Master Servicer], the Master Servicer, the Trustee or any of their
affiliates. None of the Depositor, the Master Servicer 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 ________________ is the registered owner of the
Percentage Interest evidenced by this Certificate stated above in certain
distributions with respect to a Trust Fund, consisting primarily of a pool of
one- to four-family fixed-rate first lien mortgage loans (the "Mortgage Loans"),
formed and sold by Opteum Mortgage Acceptance Corp (hereinafter called the
"Depositor," which term includes any successor entity under the Agreement
referred to below). The Trust Fund was created pursuant to a Pooling and
Servicing Agreement dated as specified above (the "Agreement") among the
Depositor, the Master Servicer and [Name of Trustee], as trustee (the
"Trustee"), a summary of certain of the pertinent provisions of which is set
forth hereafter. To the extent not defined herein, the capitalized terms used
herein have the meanings assigned in the Agreement. This Certificate is issued
under and is subject to the terms, provisions and conditions of the Agreement,
to which Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.

         Pursuant to the terms of the Agreement, a distribution will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the Distribution Date"), commencing as
described in the Agreement, to the Person in whose name this Certificate is
registered at the close of business on the last Business Day of the month
immediately preceding the month of such Distribution Date (the "Record Date"),
from the Available Distribution Amount in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount of interest and
principal, if any , required to be distributed to Holders of Class R
Certificates on such Distribution Date.

         Each Holder of this Certificate will be deemed to have agreed to be
bound by the restrictions set forth in the Agreement to the effect that (i) each
person holding or acquiring any Ownership Interest in this Certificate must be a
United States Person and a Permitted Transferee, (ii) the transfer of any
Ownership Interest in this Certificate will be conditioned upon the delivery to
the Trustee of, among other things, an affidavit to the effect that it is a
United States Person and Permitted Transferee, (iii) any attempted or purported
transfer of any Ownership Interest in this Certificate in violation of such
restrictions will be absolutely null and void and will vest no rights in the
purported transferee, and (iv) if any person other than a United States Person
and a Permitted Transferee acquires any Ownership Interest in this Certificate
in violation of such restrictions, then the Depositor will have the right, in
its sole discretion and without notice to the Holder of this Certificate, to
sell this Certificate to a purchaser selected by the Depositor, which purchaser
may be the Depositor, or any affiliate of the Depositor, on such terms and
conditions as the Depositor may choose.

         Notwithstanding the above, the final distribution on this Certificate
will be made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency appointed
by the Trustee for that purpose in the City and State of New York. The Initial
[Certificate Principal Balance] [Notional Amount] of this Certificate is set
forth above. The [Certificate Principal Balance] [Notional Amount] hereof will
be reduced to the extent of [distributions allocable to principal] and any
Realized Losses allocable hereto. Notwithstanding the reduction of the
[Certificate Principal Balance] [Notional Amount] hereof to zero, this
Certificate will remain outstanding under the Agreement and the Holder hereof
may have additional obligations with respect to this Certificate, including tax
liabilities, and may be entitled to certain additional distributions hereon, in
accordance with the terms and provisions of the Agreement.

         In connection with any transfer of this Certificate, the Trustee will
also require either (i) an opinion of counsel acceptable to and in form and
substance satisfactory to the Trustee with respect to the permissibility of such
transfer under the Employee Retirement Income Security Act of 1974, as amended
("ERISA") and Section 4975 of the Internal Revenue Code (the "Code") and
stating, among other things, that the transferee's acquisition of a Class R
Certificate will not constitute or result in a non-exempt prohibited transaction
under Section 406 of ERISA or Section 4975 of the Code or (ii) 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
provisions of ERISA or Section 4975 of the Code (a "Plan"), or any other person
(including an investment manager, a named fiduciary or a trustee of any Plan)
acting, directly or indirectly, on behalf of or purchasing any Certificate with
"plan assets" of any Plan.

         This Certificate is one of a duly authorized issue of Certificates
issued in several Classes designated as Mortgage Pass-Through Certificates of
the Series specified hereon (herein collectively called the "Certificates").

         The Certificates are limited in right of payment to certain collections
and recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. In the event Master Servicer funds are advanced
with respect to any Mortgage Loan, such advance is reimbursable to the Master
Servicer, to the extent provided in the Agreement, from related recoveries on
such Mortgage Loan or from other cash that would have been distributable to
Certificateholders.

         As provided in the Agreement, withdrawals from the Custodial Account
and/or the Certificate Account created for the benefit of Certificateholders may
be made by the Master Servicer from time to time for purposes other than
distributions to Certificateholders, such purposes including without limitation
reimbursement to the Trustee, the Depositor and the Master Servicer of advances
made, or certain expenses incurred, by either of them.

         The Agreement permits, with certain exceptions therein provided, the
amendment of the Agreement and the modification of the rights and obligations of
the Depositor, the Master Servicer and the Trustee and the rights of the
Certificateholders under the Agreement at any time by the Depositor, the Master
Servicer and the Trustee with the consent of the Holders of Certificates
evidencing in the aggregate not less than 66-2/3% of the Percentage Interests of
each Class of Certificates affected thereby. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon the Certificate. The Agreement also permits the
amendment thereof in certain circumstances without the consent of the Holders of
any of the Certificates and, in certain additional circumstances, without the
consent of the Holders of certain Classes of Certificates.

         As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
offices or agencies appointed by the Trustee, duly endorsed by, or accompanied
by an, assignment in the form below or other written instrument of transfer in
form satisfactory to the Trustee and the Certificate Registrar duly executed by
the Holder hereof or such Holder's attorney duly authorized in writing, and
thereupon one or more new Certificates of authorized denominations evidencing
the same Class and aggregate Percentage Interest will be issued to the
designated transferee or transferees.

         The Certificates are issuable only as registered Certificates without
coupons in Classes and in denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein, set forth,
Certificates are exchangeable for new Certificates of authorized denominations
evidencing the same Class and aggregate Percentage Interest, as requested by the
Holder surrendering the same.

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

         The Depositor, the Master Servicer, the Trustee and the Certificate
Registrar and any agent of the Depositor, the Master Servicer, the Trustee or
the Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Depositor, the
Master Servicer, the Trustee nor any such agent shall be affected by notice to
the contrary.

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

         The obligations created by the Agreement in respect of the Certificates
and the Trust Fund created thereby shall terminate upon the payment to
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be paid to them pursuant to the Agreement following the earlier of
(i) the maturity or other liquidation of the last Mortgage Loan subject thereto
or the disposition of all property acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage Loan and (ii) the purchase by the Class R
Certificateholder from the Trust Fund of all remaining Mortgage Loans and all
property acquired in respect of such Mortgage Loans, thereby effecting early
retirement of the Certificates. The Agreement permits, but does not require, the
Class R Certificateholder to (i) purchase at a price determined as provided in
the Agreement all remaining Mortgage Loans and all property acquired in respect
of any Mortgage Loan or (ii) purchase in whole, but not in part, all of the
Certificates from the Holders thereof; provided, that any such option may only
be exercised if the Aggregate [Stated Principal Balance] [Notional Amount] of
the Mortgage Loans as of the Distribution Date upon which the proceeds of any
such purchase are distributed is less than one percent of the Aggregate [Stated
Principal Balance] [Notional Amount] of the Mortgage Loans at the Cut-off Date.

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

         Unless the certificate of authentication hereon has been executed by
the Trustee, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.



<PAGE>



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

Dated:   _________ __, 200_                  [NAME OF TRUSTEE],
                                             as Trustee

                                             By:________________________________
                                             Authorized Signatory


                          CERTIFICATE OF AUTHENTICATION

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

                                             [NAME OF TRUSTEE],
                                             as Trustee

                                             By:________________________________
                                             Authorized Signatory



<PAGE>



                                   ASSIGNMENT

         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
    (Please print or typewrite name and address including postal zip code of
                                   assignee)

the Percentage Interest evidenced by the within Certificate and hereby
authorizes the transfer of registration of such Percentage Interest to assignee
on the Certificate Register of the Trust.

         I (We) further direct the Trustee to issue a new Certificate of a like
denomination and Class, to the above named assignee and deliver such Certificate
to the following address:


Dated: _________________

                                ________________________________________________
                                      Signature by or on behalf of assignor



<PAGE>



                            DISTRIBUTION INSTRUCTIONS

         The assignee should include the following for purposes of distribution:

         Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to ____________________________________
__________________________________________ for the account of ,
________________________ ____________________________________________________
account number ________________, or, if mailed by check, to _________________ .
________________________________________________
__________________________________________________________________ Applicable
statements should be mailed to ______________________________
___________________________________________ . _____________________

         This information is provided by _______________________________________
the assignee named above, or ___________________________________________________
as its agent.



<PAGE>



                                    EXHIBIT C

                     FORM OF TRUSTEE'S INITIAL CERTIFICATION

                                                             __________ __, 200_



[Name of Master Servicer]
_____________________
_____________________

         Re:      Pooling and Servicing Agreement, dated as of __________ 1,
                  200_among Opteum Mortgage Acceptance Corp., [Name of Master
                  Servicer], and [Name of Trustee], Mortgage Pass-Through
                  Certificates Series 200_-
                  ------------------------------------------------------------

Ladies and Gentlemen:

         In accordance with Section 2.02 of the above-captioned Pooling and
Servicing Agreement, the undersigned, as Trustee, hereby certifies that as to
each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage
Loan paid in full or listed on the attachment hereto) it has reviewed the
Mortgage File and the Mortgage Loan Schedule and has determined that: (i) all
documents required to be included in the Mortgage File are in its possession;
(ii) such documents have reviewed by it and appear regular on their face and
relate to such Mortgage Loan; and (iii) base on examination by it, and only as
to such documents, the information set forth in items (i), (ii), (iii) (iv) of
the definition or description of "Mortgage Loan Schedule" is correct.

         The trustee has made no independent examination of any documents
contained in each Mortgage File beyond the review specifically required in the
above-referenced Pooling and Servicing Agreement. The Trustee makes no
representation that any documents specified in clause (vi) of Section 2.01
should be included in any Mortgage File. The Trustee makes no representations as
to and shall not be responsible to verify: (i) the validity, legality,
sufficiency, enforceability, due authorization, recordability or genuineness of
any of the documents contained in each Mortgage File of any of the Mortgage
Loans identified on the Mortgage Loan Schedule, (ii) the collectability,
insurability, effectiveness or suitability of any such Mortgage Loan, or (iii)
the existence of any assumption, modification, written assurance or substitution
agreement with respect to any Mortgage File if no such documents appear in the
Mortgage File delivered to the Trustee.



<PAGE>



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

                                     [NAME OF TRUSTEE]



                                     By:
                                        ________________________________
                                     Name:
                                     Title:



<PAGE>



                                    EXHIBIT D

                       FORM OF TRUSTEE FINAL CERTIFICATION

                                                             __________ __, 200_

[Name of Master Servicer]
_____________________
_____________________

         Re:      Pooling and Servicing Agreement, dated as of __________ 1,
                  200_ among Opteum Mortgage Acceptance Corp, [Name of Master
                  Servicer], and [Name of Trustee], Mortgage Pass-Through
                  Certificates Series 200_-
                  -----------------------------------------------------------

Ladies and Gentlemen:

         In accordance with Section 2.02 of the above-captioned Pooling and
Servicing Agreement, the undersigned, as Trustee, hereby certifies that as to
each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage
Loan paid in full or listed on the attachment hereto) it has received the
documents set forth in Section 2.01.

         The Trustee has made no independent examination of any documents
contained in each Mortgage File beyond the review specifically required in the
above-referenced Pooling and Servicing Agreement. The Trustee makes no
representation that any documents specified in clause (vi) of Section 2.01
should be included in any Mortgage File. The Trustee makes no representations as
to and shall not be responsible to verify: (i) the validity, legality,
sufficiency, enforceability, due authorization, recordability or genuineness of
any of the documents contained in each Mortgage File of any of the Mortgage
Loans identified on the Mortgage Loan Schedule, (ii) the collectability,
insurability, effectiveness or suitability of any such Mortgage Loan or (iii)
the existence of any assumption, modification, written assurance or substitution
agreement with respect to any Mortgage File if no such documents appear in the
Mortgage File delivered to the Trustee.

         Capitalized words and phrases used herein shall have the respective
meanings assigned to them in, the above-captioned Pooling and Servicing
Agreement.

                                     [NAME OF TRUSTEE]

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



<PAGE>



                                    EXHIBIT E

                            FORM OF REMITTANCE REPORT

                             (PROVIDED UPON REQUEST)



<PAGE>



                                   EXHIBIT F-1

                               REQUEST FOR RELEASE
                                  (for trustee)

Loan Information
                     Name of Mortgagor:         ________________________________

                     Master Servicer
                     Loan No.:                  ________________________________
Trustee
                     Name:                      ________________________________
                     Address:                   ________________________________
                     Trustee
                     Mortgage File No.:         ________________________________

REQUEST FOR REQUESTING DOCUMENTS (check one):

1.       Mortgage Loan Liquidated.

                  (The Master Servicer hereby certifies that all proceeds of
                  foreclosure, insurance or other liquidation have been finally
                  received and deposited into the Custodial Account to the
                  extent required pursuant to the Pooling and Servicing
                  Agreement.)

2.       Mortgage Loan in Foreclosure.

3.       Mortgage Loan Repurchased Pursuant to Section 9.01 of the Pooling and
         Servicing Agreement.

4.       Mortgage Loan Repurchased Pursuant to Article II of the Pooling and
         Servicing Agreement.

                  (The Master Servicer hereby certifies that the repurchase
                  price has been deposited into the Custodial Account pursuant
                  to the Pooling and Servicing Agreement.)

5.       Other (explain).

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________


         The undersigned Master Servicer hereby acknowledges that it has
received from the Trustee for the Holders of Mortgage Pass-Through Certificates,
Series 200_-_, the documents referred to below (the "Documents"). All
capitalized terms not otherwise defined in this Request for Release shall have
the meanings given them in the Pooling and Servicing Agreement, dated as of
__________ 1, 200_ (the "Pooling and Servicing Agreement"), among Opteum
Mortgage Acceptance Corp, [Name of Master Servicer] and the Trustee.

(_)      Promissory Note dated _________________, 200_, in the original
         principal sum of $__________, made by __________________, payable to,
         or endorsed to the order of, the Trustee.

(_)      Mortgage recorded on _________________________ as instrument no.
         ___________ in the County Recorders Office of the County of
         ______________________, State of _____________________ in
         book/reel/docket of official records at page/image _______________.

(_)      Deed of Trust recorded on ____________________ as instrument
         no._____________ in the County Recorder's Office of the County of
         ______________________, State of _____________________in
         book/reel/docket __________________ of official records at page/image
         ________________.

(_)      Assignment of Mortgage or Deed of Trust to the Trustee, recorded on
         _______________ as instrument no. ______________ in the County
         Recorder's Office of the County of ________________, State of
         ___________________ in book/reel/docket ____________ of official
         records at page/image ___________.

(_)      Other documents, including any amendments, assignments or other
         assumptions of the Mortgage Note or Mortgage.

         (_)      __________________________________________________

         (_)      __________________________________________________

         (_)      __________________________________________________

         (_)      __________________________________________________

         The undersigned Master Servicer hereby acknowledges and agrees as
follows:

                  (1) The Master Servicer shall hold and retain possession of
         the Documents in trust for the benefit of the Trustee, solely for the
         purposes provided in the Agreement.

                  (2) The Master Servicer shall not cause or knowingly permit
         the Documents to become subject to, or encumbered by, any claim, liens,
         security interest, charges, writs of attachment or other impositions
         nor shall the Master Servicer assert or seek to assert any claims or
         rights of setoff to or against the Documents or any proceeds thereof.

                  (3) The Master Servicer shall return each and every Document
         previously requested from the Mortgage File to the Custodian when the
         need therefor no longer exists, unless the Mortgage Loan relating to
         the Documents has been liquidated and the proceeds thereof have been
         remitted to the Custodial Account and except as expressly provided in
         the Agreement.

                  (4) The Documents and any proceeds thereof, including any
         proceeds of proceeds, coming into the possession or control of the
         Master Servicer shall at all times be earmarked for the account of the
         Trustee, and the Master Servicer shall keep the Documents and any
         proceeds separate and distinct from all other property in the Master
         Servicer's possession, custody or control.

                                             [NAME OF MASTER SERVICER]

                                             By:
                                                --------------------------------

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



Date: _________________, 200_



<PAGE>



                                   EXHIBIT F-2

                               REQUEST FOR RELEASE
                          [Mortgage Loans Paid in Full]

                     OFFICER'S CERTIFICATE AND TRUST RECEIPT
                       MORTGAGE PASS-THROUGH CERTIFICATES
                                  SERIES 200_-_

_____________________________________ HEREBY CERTIFIES THAT HE/SHE IS AN OFFICER
OF THE MASTER SERVICER, HOLDING THE OFFICE SET FORTH BENEATH HIS/HER SIGNATURE,
AND HEREBY FURTHER CERTIFIES AS FOLLOWS:

WITH RESPECT TO THE MORTGAGE LOANS, AS THE TERM IS DEFINED IN THE POOLING AND
SERVICING AGREEMENT DESCRIBED IN THE ATTACHED SCHEDULE:

ALL PAYMENTS OF PRINCIPAL, PREMIUM (IF ANY), AND INTEREST HAVE BEEN MADE.

LOAN NUMBER:                                                BORROWER'S NAME:
            _________________________________________
COUNTY:

WE HEREBY CERTIFY THAT ALL AMOUNTS RECEIVED IN CONNECTION WITH SUCH PAYMENTS,
WHICH ARE REQUIRED TO BE DEPOSITED IN THE CUSTODIAL ACCOUNT PURSUANT TO SECTION
3.10 OF THE POOLING AND SERVICING AGREEMENT, HAVE BEEN OR WILL BE CREDITED.


_________ ____________                       DATED: ___________________________

//       VICE PRESIDENT

//       ASSISTANT VICE PRESIDENT



<PAGE>



                                   EXHIBIT G-1

                     FORM OF INVESTOR REPRESENTATION LETTER

                                ___________,200__

Opteum Mortgage Acceptance Corp.
[*Address]



[Name of Trustee]
______________________
______________________

Attention: Opteum Mortgage Acceptance Corp, Series 200_-_

         Re:      Opteum Mortgage Acceptance Corp., Mortgage Pass-through
                  Certificates, Series 200_-_, Class __
                  --------------------------------------------------------

Ladies and Gentlemen:

         ______________ (the "Purchaser") intends to purchase from
______________ (the "Seller") $_________ Initial Certificate Principal Balance
of Mortgage Pass-Through Certificates, Series 200_-_, Class _____ (the
"Certificates"), issued pursuant to the Pooling and Servicing Agreement (the
"Pooling and Servicing Agreement"), dated as of _________ 1, 200_ among Opteum
Mortgage Acceptance Corp, as depositor (the "Depositor"), [Name of Master
Servicer], as master servicer and [Name of Trustee], as trustee (the "Trustee").
All terms used herein and not otherwise defined shall have the meanings set
forth in the Pooling and Servicing Agreement. The Purchaser hereby certifies,
represents and warrants to, and covenants with, the Depositor and the Trustee
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 Depositor 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 Pooling and Servicing Agreement contains
         restrictions regarding the transfer of the Certificates and (e) the
         Certificates will bear a legend to the foregoing effect.

                  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) [a copy of the Private Placement Memorandum,
         dated _________ __, 200_, relating to the Certificates (b)] a copy of
         the Pooling and Servicing Agreement and [(b)] [(c)] 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. [If the Purchaser did not purchase the Certificates from
         the Seller in connection with the initial distribution of the
         Certificates and was provided with a copy of the Private Placement
         Memorandum (the "Memorandum") relating to the original sale (the
         "Original Sale") of the Certificates by the Depositor, the Purchaser
         acknowledges that such Memorandum was provided to it by the Seller,
         that the Memorandum was prepared by the Depositor solely for use in
         connection with the Original Sale and the Depositor did not participate
         in or facilitate in any way the purchase of the Certificates by the
         Purchaser from the Seller, and the Purchaser agrees that it will look
         solely to the Seller and not to the Depositor with respect to any
         damage, liability, claim or expense arising out of, resulting from or
         in connection with (a) error or omission, or alleged error or omission,
         contained in the Memorandum, or (b) any information, development or
         event arising after the date of the Memorandum.]

                  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 (e) 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 Pooling
         and Servicing Agreement.

                                             Very truly yours,


                                             -----------------------------------
                                             (Purchaser)



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



<PAGE>



                                   EXHIBIT G-2

                    FORM OF TRANSFEROR REPRESENTATION LETTER


                                                      ______________,200___



Opteum Mortgage Acceptance Corp.
[*Address]



[Name of Trustee]
______________________
______________________

Attention: Opteum Mortgage Acceptance Corp., Series 200_-_

         Re:      Opteum Mortgage Acceptance Corp., Mortgage Pass-through
                  Certificates, Series 200_-_, Class __
                  -------------------------------------------------------

Ladies and Gentlemen:

         In connection with the sale by ___________ (the "Seller") to ________
(the "Purchaser") of $_________ Initial Certificate Principal Balance of
Mortgage Pass-Through Certificates, Series 200_-_, Class _____ (the
"Certificates"), issued pursuant to the Pooling and Servicing Agreement (the
"Pooling and Servicing Agreement"), dated as of __________ 1, 200_ among Opteum
Mortgage Acceptance Corp., as depositor (the "Depositor"), [Name of Master
Servicer], as master servicer and [Name of Trustee], as trustee (the "Trustee").
The Seller hereby certifies, represents and warrants to, a covenants with, the
Depositor and the Trustee 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 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 Pooling and Servicing Agreement.


                                             Very truly yours,


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


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



<PAGE>



                                   EXHIBIT G-3
                    FORM OF TRANSFER AFFIDAVIT AND AGREEMENT

STATE OF                   )
                :ss.:
COUNTY OF                  )

         ___________________, being first duly sworn, deposes, represents and
warrants:

         1. That he/she is [Title of Officer] of [Name of Owner], a [savings
institution] [corporation] duly organized and existing under the laws of [the
State of __________] [the United States], (the "Owner"), (record or beneficial
owner of the Class R Certificates (the "Class R Certificates") on behalf of
which he/she makes this affidavit and agreement). This Class R Certificates were
issued pursuant to the Pooling and Servicing Agreement (the "Pooling and
Servicing Agreement") dated as of _________ 1, 200_ among Opteum Mortgage
Acceptance Corp., as depositor, [Name of Master Servicer], as master servicer
(the "Master Servicer"), and [Name of Trustee], as trustee (the "Trustee").

         2. That the Owner (i) is not and will not be a "disqualified
organization" as of _____________ [date of transfer] within the meaning of
Section 860E(e)(5) of the Internal Revenue Code of 1986, as amended (the
"Code"), (ii) will endeavor to remain other than a disqualified organization for
so long as it retains its ownership interest in the Class R Certificates, and
(iii) is acquiring the Class R Certificates for its own account or for the
account of another Owner from which it has received an affidavit and agreement
in substantially the same form as this affidavit and agreement. (For this
purpose, a "disqualified organization" means the United States, any state or
political subdivision thereof, any agency or instrumentality of any of the
foregoing (other than an instrumentality all of the activities of which are
subject to tax and, except for Freddie Mac, a majority of whose board of
directors is not selected by any such governmental entity) or any foreign
government, international organization or any agency or instrumentality of such
foreign government or organization, any rural electric or telephone cooperative,
or any organization (other than certain farmers' cooperatives) that is generally
exempt from federal income tax unless such organization is subject to the tax on
unrelated business taxable income).

         3. That the Owner is aware (i) of the tax that would be imposed on
transfers of Class R Certificates to disqualified organizations under the Code,
that applies to all transfers of Class R Certificates after March 31, 1988; (ii)
that such tax would be on the transferor, or, if such transfer is through an
agent (which person includes a broker, nominee or middleman) for a disqualified
organization, on the agent; (iii) that the person otherwise liable for the tax
shall be relieved of liability for the tax if the transferee furnishes to such
person an affidavit that the transferee is not a disqualified organization and,
at the time of transfer, such person does not have actual knowledge that the
affidavit is false; and (iv) that the Class R Certificates may be "noneconomic
residual interests" within the meaning of Treasury regulations promulgated
pursuant to the Code and that the transferor of a noneconomic residual interest
will remain liable for any taxes due with respect to the income on such residual
interest, unless no significant purpose of the transfer was to impede the
assessment or collection of tax.

         4. That the Owner is aware of the tax imposed on a "pass-through
entity" holding Class R Certificates if at any time during the taxable year of
the pass-through entity a disqualified organization is the record holder of an
interest in such entity. (For this purpose, a "pass through entity" includes a
regulated investment company, a real estate investment trust or common trust
fund, a partnership, trust or estate, and certain cooperatives.)

         5. That the Owner is aware that the Trustee will not register the
transfer of any Class R Certificates unless the transferee, or the transferee's
agent, delivers to it an affidavit and agreement, among other things, in
substantially the same form as this affidavit and agreement. The Owner expressly
agrees that it will not consummate any such transfer if it knows or believes
that any of the representations contained in such affidavit and agreement are
false.

         6. That the Owner has reviewed the restrictions set forth on the face
of the Class R Certificates and the provisions of Section 5.02(f) of the Pooling
and Servicing Agreement under which the Class R Certificates were issued (in
particular, clause (iii)(A) and (iii)(B) of Section 5.02(f) which authorize the
Trustee to deliver payments to a person other than the Owner and negotiate a
mandatory sale by the Trustee in the event the Owner holds such Certificates in
violation of Section 5.02(f)). The Owner expressly agrees to be bound by and to
comply with such restrictions and provisions.

         7. That the Owner consents to any additional restrictions or
arrangements that shall be deemed necessary upon advice of counsel to constitute
a reasonable arrangement to ensure that the Class R Certificates will only be
owned, directly or indirectly, by an Owner that is not a disqualified
organization.

         8. The Owner's Taxpayer Identification Number is _____________________.

         9. This affidavit and agreement relates only to the Class R
Certificates held by the owner and not to any other holder of the Class R
Certificates. The Owner understands that the liabilities described herein relate
only to the Class R Certificates.

         10. That no purpose of the Owner relating to the transfer of any of the
Class R Certificates by the Owner is or will be to impede the assessment or
collection of any tax.

         11. That the Owner has no present knowledge or expectation that it will
be unable to pay any United States taxes owed by it so long as any of the
Certificates remain outstanding. In this regard, the Owner hereby represents to
and for the benefit of the person from whom it acquired the Class R Certificate
that the Owner intends to pay taxes associated with holding such Class R
Certificate as they become due, fully understanding that it may incur tax
liabilities in excess of any cash flows generated by the Class R Certificate.

         12. That the Owner has no present knowledge or expectation that it will
become insolvent or subject to a bankruptcy proceeding for so long as any of the
Class R Certificates remain outstanding.

         13. The Owner is a citizen or resident of the United States, a
corporation, partnership or other entity created or organized in, or under the
laws of, the United States or any political subdivision thereof, provided that
with respect to any partnership or other entity treated as a partnership for
United States federal income tax purposes, all persons that own an interest in
such partnership either directly or through any entity that is not a corporation
for United States federal income tax purposes are required by the applicable
operative agreement to be United States Persons, or an estate or trust whose
income from sources without the United States is includible in gross income for
United States federal income tax purposes regardless of its connection with the
conduct of a trade or business within the United States.

         14. (a) 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, 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 (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") regulation, 29 C.F.R. ss. 2510.3-101
or otherwise under ERISA, and (iii) will not be transferred to any entity that
is deemed to be investing in plan assets within the meaning of the DOL
regulation, 29 C.F.R. ss. 2510.3-101 or otherwise under ERISA; or

                  (b) The Owner will provide the Trustee, the Depositor and the
Master Servicer with an opinion of counsel acceptable to and in form and
substance satisfactory to the Trustee, the Depositor and the Master Servicer to
the effect that the purchase of Certificates is permissible under applicable
law, will not constitute or result in any non-exempt prohibited transaction
under ERISA or Section 4975 of the Code and will not subject the Trustee, the
Depositor or the Master Servicer to any obligation or liability (including
obligations or liabilities under ERISA or Section 4975 of the Code) in addition
to those undertaken in the Pooling and Servicing Agreement.

         In addition, the Owner hereby certifies, represents and warrants to,
and covenants with, the Depositor, the Trustee and the Master Servicer that the
Owner will not transfer such Certificates to any Plan or person unless either
such Plan or person meets the requirements set forth in either (a) or (b) above.

         Capitalized terms used but not defined herein shall have the meanings
assigned in the Pooling and Servicing Agreement.



<PAGE>



         IN WITNESS WHEREOF, the Owner has caused this instrument to be executed
on its behalf, by its [Title of Officer] and its corporate seal to be hereunto
attached, attested by its [Assistant] Secretary, this ______ day of
_____________, _____.

                                                      [NAME OF OWNER]


                                             By:
                                                --------------------------------
                                                      [Name of Officer]
                                                      [Title of Officer]

[Corporate Seal]

ATTEST:


[Assistant] Secretary

         Personally appeared before me the above-named [Name of Officer], known
or proved to me to be the same person who executed the foregoing instrument and
to be the [Title of Officer] of the Owner, and acknowledged to me that such
person executed the same as such person's free act and deed and the free act and
deed of the Owner.

         Subscribed and sworn before me this ____ day of ___________, 200__.

                                             -----------------------------------
                                                      NOTARY PUBLIC

                                    COUNTY OF
                                              ----------------------------------
                                    STATE OF
                                             -----------------------------------
                                    My Commission expires the ____ day of
                                    ________ ,200__.



<PAGE>



                                   EXHIBIT G-4

                         FORM OF TRANSFEROR CERTIFICATE

______________, 200__


Opteum Mortgage Acceptance Corp.
[*Address]



[Name of Trustee]
_____________________
_____________________

Attention: Opteum Mortgage Acceptance Corp., Series 200_-_

         Re:      Opteum Mortgage Acceptance Corp., Mortgage Pass-Through
                  Certificates, Series 200_-_, Class R
                  -------------------------------------------------------

Ladies and Gentlemen:

         This letter is delivered to you in connection with the sale by
________________________ (the "Seller") to _______________________ (the
"Purchaser") of a ____% Percentage Interest in the Mortgage Pass-Through
Certificates, Series 200_-_, Class R (the "Certificates"), issued pursuant to
Section 5.02 of the Pooling and Servicing Agreement (the "Pooling and Servicing
Agreement"), dated as of _________ 1, 200_, among Opteum Mortgage Acceptance
Corp., as depositor (the "Depositor"), [Name of Master Servicer], as master
servicer and [Name of Trustee], as trustee (the "Trustee"). All terms used
herein and not otherwise defined shall have the meaning set forth in the Pooling
and Servicing Agreement. The Seller hereby certifies, represents and warrants
to, and covenants with, the Depositor and the Trustee that:

         1. No purpose of the Seller relating to the sale of the Certificates by
the Seller to the Purchaser is or will be to impede the assessment or collection
of any tax.

         2. The Seller understands that the Purchaser has delivered to the
Trustee and the Master Servicer a transfer affidavit and agreement in the form
attached to the Pooling and Servicing Agreement as Exhibit G-3. The Seller does
not know or believe that any representation contained therein is false.

         3. The Seller has at the time of the transfer conducted a reasonable
investigation of the financial condition of the Purchaser as contemplated by
Treasury Regulations Section 1.860E-1(c)(4)(i) and, as a result of that
investigation, the Seller has determined that the Purchaser has historically
paid its debts as they have become due and has found no significant evidence to
indicate that the Purchaser will not continue to pay its debts as they become
due in the future. The Seller understands that the transfer of the Certificates
may not be respected for United States income tax purposes (and the Seller may
continue to be liable for United States income taxes associated therewith)
unless the Seller has conducted such an investigation.

         4. The Seller has no actual knowledge that the proposed Transferee is a
Disqualified Organization, an agent of a Disqualified Organization or a
Non-United States Person.

                                    Very truly yours,


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


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



<PAGE>



                                   EXHIBIT G-5
                     FORM OF INVESTOR REPRESENTATION LETTER
                             FOR INSURANCE COMPANIES



<PAGE>



                                    EXHIBIT H

                             MORTGAGE LOAN SCHEDULE

                             (PROVIDED UPON REQUEST)



<PAGE>



                                    EXHIBIT I

                          SELLER'S WARRANTY CERTIFICATE



<PAGE>



                                    EXHIBIT J


      FORM OF NOTICE UNDER SECTION 3.24 OF POOLING AND SERVICING AGREEMENT


                                              ___________ __, 200_

[NAME OF TRUSTEE]
______________________
______________________

         Re:      Opteum Mortgage Acceptance Corp., Mortgage Pass-Through
                  Certificates, Series 200_-_
                  -------------------------------------------------------

         Pursuant to Section 3.25 of the Pooling and Servicing Agreement, dated
as of _________ 1, 200_, relating to the Certificates referenced above, the
undersigned does hereby notify you that:

         (a) The prepayment assumption used in pricing the Certificates with
respect to the Mortgage Loans in Series 200_-_ consisted of a Prepayment
Assumption (the "Prepayment Assumption") of ___% per annum.

         (b) With respect to each Class of Certificates comprising the captioned
series, set forth below is (i), the first price, as a percentage of the
Certificate Principal Balance or Notional Amount of each Class of Certificates,
at which 10% of the aggregate Certificate Principal Balance or Notional Amount
of each such Class of Certificates was first sold at a single price, if
applicable, or (ii) if more than 10% of a Class of Certificates have been sold
but no single price is paid for at least 10% of the aggregate Certificate
Principal Balance or Notional Amount of such Class of Certificates, then the
weighted average price at which the Certificates of such Class were sold
expressed as a percentage of the Certificate Principal Balance or Notional
Amount of such Class of Certificates, (iii) if less than 10% of the aggregate
Certificate Principal Balance or Notional Amount of a Class of Certificates has
been sold, the purchase price for each such Class of Certificates paid by [Name
of Underwriter] (the "Underwriter"), expressed as a percentage of the
Certificate Principal Balance or Notional Amount of such Class of Certificates
calculated by: (1) estimating the fair market value of each such Class of
Certificates as of March, 2002; (2) adding such estimated fair market value to
the aggregate purchase prices of each Class of Certificates described in clause
(i) or (ii) above; (3) dividing each of the fair market values determined in
clause (1) by the sum obtained in clause (2); (4) multiplying the quotient
obtained for each Class of Certificates in clause (3) by the purchase price paid
by the Underwriter for all the Certificates purchased by it; and (5) for each
Class of Certificates, dividing the product obtained from such Class of
Certificates in clause (4) by the initial Certificate Principal Balance or
Notional Amount of such Class of Certificates or (iv) the fair market value (but
not less than zero) as of the Closing Date of each Certificate of each Class of
Certificates retained by the Depositor or an affiliate corporation, or delivered
to the seller:

SERIES 200_-_

Class A: ____%

Class B: ____%

Class R: ____%

         The prices and values set forth above do not include accrued interest
with respect to periods before the closing.

                                     OPTEUM MORTGAGE ACCEPTANCE CORP.


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



<PAGE>



                                    EXHIBIT K
                         FORM OF DEPOSITOR CERTIFICATION

                  Re:      Opteum Mortgage Acceptance Corp., Mortgage
                           Pass-Through Certificates, Series 200_-_

         I, __________________________, certify that:

1.       I have reviewed this annual report on Form 10-K, and all reports on
         Form 8-K containing distribution and servicing reports filed in respect
         of periods included in the year covered by this annual report, of
         Opteum Mortgage Investment Mortgage Trust [________] (the "Trust");

2.       Based on my knowledge, the information in these reports, taken as a
         whole, does not contain any untrue statement of a material fact or omit
         to state a material fact necessary to make the statements made, in
         light of the circumstances under which such statements were made, not
         misleading as of the last day of the period covered by this annual
         report;

3.       Based on my knowledge, the distribution information required to be
         prepared by the Trustee based upon the servicing information required
         to be provided by each Servicer under the Pooling and Servicing
         Agreement is included in these reports;

4.       Based on my knowledge and upon the annual compliance statements
         included in the report and required to be delivered to the Trustee in
         accordance with the terms of the Pooling and Servicing Agreement and
         based upon the review required under the Pooling and Servicing
         Agreement, and except as disclosed in the report, each Servicer has
         fulfilled its obligations under the Pooling and Servicing Agreement;
         and

5.       The reports disclose all significant deficiencies relating to each
         Servicer's compliance with the minimum servicing standards based, in
         each case, upon the report provided by an independent public
         accountant, after conducting a review in compliance with the Uniform
         Single Attestation Program for Mortgage Bankers or similar standard as
         set forth in the Pooling and Servicing Agreement, that is included in
         these reports.

         In giving the certifications above, I have reasonably relied on the
information provided to me by the following unaffiliated parties: each Servicer
and the Trustee.

         Capitalized terms used but not defined herein have the meanings
ascribed to them in the Pooling and Servicing Agreement, dated [___________]
(the "Pooling and Servicing Agreement"), among Opteum Mortgage Acceptance Corp.,
as depositor (the "Depositor"), [__________], as a servicer
("[__________]"),[__________], as master servicer and [__________], as trustee
(the "Trustee").

                                             -----------------------------------
                                             [Name]
                                             [Title]
                                             [Date]



<PAGE>



                                    EXHIBIT L

                          FORM OF TRUSTEE CERTIFICATION

                  Re:      Opteum Mortgage Acceptance Corp., Mortgage
                           Pass-Through Certificates, Series 200_-_
                           ------------------------------------------


         [__________] (the "Trustee") hereby certifies to Opteum Mortgage
Acceptance Corp. (the "Depositor"), and each Person, if any, who "controls" the
Depositor within the meaning of the Securities Act of 1933, as amended, and its
officers, directors and affiliates, and with the knowledge and intent that they
will rely upon this certification, that:

(a) The Trustee has reviewed the annual report on Form 10-K for the fiscal year
[___], and all reports on Form 8-K containing distribution reports filed in
respect of periods included in the year covered by that annual report, of the
Depositor relating to the above-referenced trust;

(b) Based on the Trustee's knowledge, and assuming the accuracy and completeness
of the information supplied to the Trustee by each Servicer, the distribution
information in the distribution reports contained in all reports on Form 8-K
included in the year covered by the annual report on Form 10-K for fiscal year
[_____], prepared by the Trustee, taken as a whole, does not contain any untrue
statement of a material fact or omit to state a material fact required by the
Pooling and Servicing Agreement to be included therein and necessary to make the
statements made, in light of the circumstances under which such statements were
made, not misleading as of the last day of the period covered by that annual
report; and

(c) Based on the Trustee's knowledge, the distribution information required to
be provided by the Trustee under the Pooling and Servicing Agreement is included
in these reports.

         Capitalized terms used but not defined herein have the meanings
ascribed to them in the Pooling and Servicing Agreement, dated [__________] (the
"Pooling and Servicing Agreement"), among Opteum Mortgage Acceptance Corp., as
depositor (the "Depositor"), [__________], as a servicer
("[__________]"),[__________], as master servicer and [__________], as trustee
(the "Trustee").

                                             [__________]
                                             as Trustee

                                             By:________________________________
                                             [Name]
                                             [Title]
                                             [Date]



<PAGE>



                                    EXHIBIT M

                           FORM SERVICER CERTIFICATION

                  Re:      Opteum Mortgage Acceptance Corp., Mortgage
                           Pass-Through Certificates, Series 200_-_
                           ------------------------------------------

         I, ___________________________, a duly elected and acting officer of
[__________________] (the "Master Servicer"), certify pursuant to Section
8.11(d) of the Pooling and Servicing Agreement to the Depositor, the Trustee and
each Person, if any, who "controls" the Depositor or the Trustee within the
meaning of the Securities Act of 1933, as amended, and their respective officers
and directors, with respect to the calendar year immediately preceding the date
of this Certificate (the "Relevant Year"), as follows":

(a) For purposes of this Certificate, "Relevant Information" means the
information in the certificate provided pursuant to Section 3.19 of the Pooling
and Servicing Agreement (the "Annual Compliance Certificate") for the Relevant
Year and the information in all servicing reports required pursuant to the
Pooling and Servicing Agreement to be provided by the Servicer to the Trustee
during the Relevant Year (as such information is amended or corrected in writing
and delivered to the Trustee). Based on my knowledge, the Relevant Information,
taken as a whole, does not contain any untrue statement of a material fact or
omit to state a material fact required to be stated therein which is necessary
to make the statements made therein, in light of the circumstances under which
such statements were made, not misleading as of the last day of the Relevant
Year;

(b) The Relevant Information required to be provided to the Trustee under the
Pooling and Servicing Agreement has been provided to the Trustee;

(c) I am responsible for reviewing the activities performed by the Servicer
under the Pooling and Servicing Agreement during the Relevant Year. Based upon
the review required under the Pooling and Servicing Agreement and except as
disclosed in the Annual Compliance Certificate or the accountants' statement
provided pursuant to Section 3.20 of the Pooling and Servicing Agreement, to the
best of my knowledge, the Servicer has fulfilled its obligations under the
Pooling and Servicing Agreement throughout the Relevant Year.

         Capitalized terms used but not defined herein have the meanings
ascribed to them in the Pooling and Servicing Agreement, dated [___________]
(the "Pooling and Servicing Agreement"), among Opteum Mortgage Acceptance Corp.,
as depositor (the "Depositor"), [__________], as a servicer
("[__________]"),[__________], as master servicer and [__________], as trustee
(the "Trustee").

                                             [_____________________________],
                                             as Master Servicer

                                             By:
                                                ________________________________
                                             [Name]
                                             [Title]



<PAGE>



                                    EXHIBIT N

                        FORM 10-D, FORM 8-K AND FORM 10-K
                            REPORTING RESPONSIBILITY

         As to each item described below, the entity indicated as the
Responsible Party shall be primarily responsible for reporting the information
to the party identified as responsible for preparing the Securities Exchange Act
Reports pursuant to Section 3.16 of the Pooling and Servicing Agreement. The
trustee in this transaction is responsible for all of the securities
administrator functions.

Under Item 1 of Form 10-D: a) items marked "monthly statements to
certificateholders" are required to be included in the periodic Distribution
Date statement under Section 5.06 of the Pooling and Servicing Agreement,
provided by the Trustee based on information received from the party providing
such information; and b) items marked "Form 10-D report" are required to be in
the Form 10-D report but not the monthly statements to certificateholders,
provided by the party indicated. Information under all other Items of Form 10-D
is to be included in the Form 10-D report. All such information and any other
Items of Form 8-K and Form 10-K set forth in this exhibit shall be sent to the
Trustee and the Depositor.

<TABLE>
<CAPTION>
----------- --------- --------------------------------- -------------- --------------- --------------- --------------- -------------
                                                           Master
   Form       Item              Description               Servicer        Trustee        Custodian       Depositor        Sponsor
----------- --------- --------------------------------- -------------- --------------- --------------- --------------- -------------
10-D        Must  be  filed  within  15  days  of  the  distribution  date  for  the
            asset-backed securities.
----------- --------- --------------------------------- -------------- --------------- --------------- --------------- -------------
<S>         <C>       <C>                               <C>            <C>             <C>             <C>             <C>
            1         Distribution and Pool
                      Performance Information
----------- --------- --------------------------------- -------------- --------------- --------------- --------------- -------------
                      Item 1121(a) - Distribution  and
                      Pool Performance Information
----------- --------- --------------------------------- -------------- --------------- --------------- --------------- -------------
                      (1)   Any   applicable    record                 X
                      dates,       accrual      dates,                 -
                      determination      dates     for
                      calculating   distributions  and                 (monthly
                      actual  distribution  dates  for                 statements  to
                      the distribution period.                         certificateholders)
----------- --------- --------------------------------- -------------- --------------- --------------- --------------- -------------
                      (2) Cash flows  received and the                 X
                      sources        thereof       for
                      distributions,      fees     and                 (monthly
                      expenses.                                        statements  to
                                                                       certificateholders)
----------- --------- --------------------------------- -------------- --------------- --------------- --------------- -------------
                      (3)   Calculated   amounts   and                 X
                      distribution   of  the  flow  of
                      funds  for the  period  itemized                 (monthly
                      by   type   and    priority   of                 statements  to
                      payment, including:                              certificateholders)
----------- --------- --------------------------------- -------------- --------------- --------------- --------------- -------------
                               (i)  Fees  or  expenses                 X
                      accrued   and   paid,   with  an
                      identification  of  the  general                 (monthly
                      purpose  of  such  fees  and the                 statements  to
                      party  receiving  such  fees  or                 certificateholders)
                      expenses.
----------- --------- --------------------------------- -------------- --------------- --------------- --------------- -------------
                               (ii)  Payments  accrued                 X
                      or   paid   with    respect   to
                      enhancement   or  other  support                 (monthly
                      identified   in  Item   1114  of                 statements  to
                      Regulation     AB    (such    as                 certificateholders)
                      insurance   premiums   or  other
                      enhancement  maintenance  fees),
                      with  an  identification  of the
                      general    purpose    of    such
                      payments     and    the    party
                      receiving such payments.
----------- --------- --------------------------------- -------------- --------------- --------------- --------------- -------------
                               (iii)        Principal,                 X
                      interest        and        other
                      distributions  accrued  and paid                 (monthly
                      on the  asset-backed  securities                 statements  to
                      by type and by  class or  series                 certificateholders)
                      and any  principal  or  interest
                      shortfalls or carryovers.
----------- --------- --------------------------------- -------------- --------------- --------------- --------------- -------------
                               (iv)  The   amount   of                 X
                      excess   cash   flow  or  excess
                      spread  and the  disposition  of                 (monthly
                      excess cash flow.                                statements  to
                                                                       certificateholders)
----------- --------- --------------------------------- -------------- --------------- --------------- --------------- -------------
                      (4)    Beginning    and   ending                 X
                      principal    balances   of   the
                      asset-backed securities.                         (monthly
                                                                       statements  to
                                                                       certificateholders)
----------- --------- --------------------------------- -------------- --------------- --------------- --------------- -------------
                      (5)  Interest  rates  applicable                 X
                      to  the  pool   assets  and  the
                      asset-backed   securities,    as                 (monthly
                      applicable.  Consider  providing                 statements  to
                      interest  rate  information  for                 certificateholders)
                      pool   assets   in   appropriate
                      distributional     groups     or
                      incremental ranges.
----------- --------- --------------------------------- -------------- --------------- --------------- --------------- -------------
                      (6)    Beginning    and   ending                 X
                      balances     of      transaction
                      accounts,    such   as   reserve                 (monthly
                      accounts,  and material  account                 statements  to
                      activity during the period.                      certificateholders)
                                                                       (only     with
                                                                       respect     to
                                                                       the    reserve
                                                                       accounts)
----------- --------- --------------------------------- -------------- --------------- --------------- --------------- -------------
                      (7)  Any  amounts  drawn  on any                 X
                      credit   enhancement   or  other
                      support  identified in Item 1114                 (monthly
                      of     Regulation     AB,     as                 statements  to
                      applicable,  and the  amount  of                 certificateholders)
                      coverage   remaining  under  any
                      such  enhancement,  if known and
                      applicable.
----------- --------- --------------------------------- -------------- --------------- --------------- --------------- -------------
                      (8)  Number  and  amount of pool                 X                               Updated pool
                      assets  at  the   beginning  and                                                 composition
                      ending  of  each   period,   and                 (monthly                        information
                      updated     pool     composition                 statements  to                  fields to be
                      information,  such  as  weighted                 certificateholders)             as specified
                      average     coupon,     weighted                                                 by Depositor
                      average   remaining  term,  pool                                                 from time to
                      factors and prepayment amounts.                                                  time
----------- --------- --------------------------------- -------------- --------------- --------------- --------------- -------------
                      (9)    Delinquency    and   loss                 X
                      information for the period.
                                                                       (monthly
                                                                       statements  to
                                                                       certificateholders)
----------- --------- --------------------------------- -------------- --------------- --------------- --------------- -------------
                      In   addition,    describe   any  X
                      material    changes    to    the
                      information  specified  in  Item
                      1100(b)(5)   of   Regulation  AB
                      regarding   the   pool   assets.
                      (methodology)
----------- --------- --------------------------------- -------------- --------------- --------------- --------------- -------------
                      (10)  Information on the amount,                 X
                      terms  and  general  purpose  of
                      any advances  made or reimbursed                 (monthly
                      during  the  period,   including                 statements  to
                      the   general   use   of   funds                 certificateholders)
                      advanced and the general  source
                      of funds for reimbursements.
----------- --------- --------------------------------- -------------- --------------- --------------- --------------- -------------
                      (11)        Any         material                 X
                      modifications,   extensions   or
                      waivers  to  pool  asset  terms,                 (monthly
                      fees,   penalties   or  payments                 statements  to
                      during the  distribution  period                 certificateholders)
                      or   that   have    cumulatively
                      become material over time.
----------- --------- --------------------------------- -------------- --------------- --------------- --------------- -------------
                      (12)  Material  breaches of pool  X              X                               X
                      asset     representations     or
                      warranties    or     transaction                 (if agreed
                      covenants.                                       upon by the
                                                                       parties)
----------- --------- --------------------------------- -------------- --------------- --------------- --------------- -------------
                      (13)   Information   on   ratio,                 X
                      coverage  or  other  tests  used
                      for    determining   any   early                 (monthly
                      amortization,   liquidation   or                 statements  to
                      other  performance  trigger  and                 certificateholders)
                      whether the trigger was met.
----------- --------- --------------------------------- -------------- --------------- --------------- --------------- -------------
                      (14)  Information  regarding any                                                 X
                      new  issuance  of   asset-backed
                      securities  backed  by the  same
                      asset pool,
----------- --------- --------------------------------- -------------- --------------- --------------- --------------- -------------
                            information  regarding any  X              X                               X
                            pool asset changes  (other
                            than in connection  with a
                            pool   asset    converting
                            into  cash  in  accordance
                            with its  terms),  such as
                            additions  or  removals in
                            connection      with     a
                            prefunding   or  revolving
                            period   and  pool   asset
                            substitutions          and
                            repurchases  (and purchase
                            rates,   if   applicable),
                            and cash  flows  available
                            for   future    purchases,
                            such  as the  balances  of
                            any      prefunding     or
                            revolving   accounts,   if
                            applicable.
----------- --------- --------------------------------- -------------- --------------- --------------- --------------- -------------
                            Disclose    any   material                                                 X               X
                            changes       in       the
                            solicitation,
                            credit-granting,
                            underwriting,
                            origination,   acquisition
                            or     pool      selection
                            criteria  or   procedures,
                            as  applicable,   used  to
                            originate,    acquire   or
                            select    the   new   pool
                            assets.
----------- --------- --------------------------------- -------------- --------------- --------------- --------------- -------------
                      Item  1121(b) -  Pre-Funding  or                                                 X
                      Revolving Period Information

                      Updated  pool   information   as
                      required under Item 1121(b).
----------- --------- --------------------------------- -------------- --------------- --------------- --------------- -------------
            2         Legal Proceedings
----------- --------- --------------------------------- -------------- --------------- --------------- --------------- -------------
                      Item  1117 -  Legal  proceedings
                      pending  against  the  following
                      entities,  or  their  respective
                      property,  that is  material  to
                      Certificateholders,    including
                      proceedings    known    to    be
                      contemplated   by   governmental
                      authorities:
----------- --------- --------------------------------- -------------- --------------- --------------- --------------- -------------
                      Sponsor (Seller)                                                                                 X
----------- --------- --------------------------------- -------------- --------------- --------------- --------------- -------------
                      Depositor                                                                        X
----------- --------- --------------------------------- -------------- --------------- --------------- --------------- -------------
                      Trustee                                          X
----------- --------- --------------------------------- -------------- --------------- --------------- --------------- -------------
                      Issuing entity                                                                   X
----------- --------- --------------------------------- -------------- --------------- --------------- --------------- -------------
                      Master   Servicer,    affiliated  X
                      Servicer,     other     Servicer
                      servicing  20% or  more  of pool
                      assets at time of report,  other
                      material servicers
----------- --------- --------------------------------- -------------- --------------- --------------- --------------- -------------
                      Originator  of  20% or  more  of                                                 X
                      pool  assets  as of the  Cut-off
                      Date
----------- --------- --------------------------------- -------------- --------------- --------------- --------------- -------------
                      Custodian                                                        X
----------- --------- --------------------------------- -------------- --------------- --------------- --------------- -------------
            3         Sales of  Securities  and Use of
                      Proceeds
----------- --------- --------------------------------- -------------- --------------- --------------- --------------- -------------
                      Information  from  Item  2(a) of                                                 X
                      Part II of Form 10-Q:

                      With  respect  to  any  sale  of
                      securities   by   the   sponsor,
                      depositor  or  issuing   entity,
                      that  are  backed  by  the  same
                      asset  pool  or  are   otherwise
                      issued  by the  issuing  entity,
                      whether   or   not   registered,
                      provide  the  sales  and  use of
                      proceeds   information  in  Item
                      701 of Regulation  S-K.  Pricing
                      information  can be  omitted  if
                      securities were not registered.
----------- --------- --------------------------------- -------------- --------------- --------------- --------------- -------------
            4         Defaults Upon Senior Securities
----------- --------- --------------------------------- -------------- --------------- --------------- --------------- -------------
                      Information  from Item 3 of Part                 X
                      II of Form 10-Q:

                      Report  the  occurrence  of  any
                      Event    of    Default    (after
                      expiration  of any grace  period
                      and  provision  of any  required
                      notice)
----------- --------- --------------------------------- -------------- --------------- --------------- --------------- -------------
            5         Submission of Matters to a Vote
                      of Certificateholders
----------- --------- --------------------------------- -------------- --------------- --------------- --------------- -------------
                      Information from Item 4 of Part                  X
                      II of Form 10-Q
----------- --------- --------------------------------- -------------- --------------- --------------- --------------- -------------
            6         Significant   Obligors  of  Pool
                      Assets
----------- --------- --------------------------------- -------------- --------------- --------------- --------------- -------------
                      Item   1112(b)   -   Significant                                                 X
                      Obligor Financial Information*
----------- --------- --------------------------------- -------------- --------------- --------------- --------------- -------------
                      *This  information  need only be
                      reported  on the  Form  10-D for
                      the   distribution   period   in
                      which  updated   information  is
                      required pursuant to the Item.
----------- --------- --------------------------------- -------------- --------------- --------------- --------------- -------------
            7         Significant Enhancement
                      Provider Information
----------- --------- --------------------------------- -------------- --------------- --------------- --------------- -------------
                      Item    1114(b)(2)    -   Credit
                      Enhancement  Provider  Financial
                      Information*
----------- --------- --------------------------------- -------------- --------------- --------------- --------------- -------------
                            Determining     applicable                 X
                            disclosure threshold
----------- --------- --------------------------------- -------------- --------------- --------------- --------------- -------------
                            Requesting        required                 X
                            financial  information  or
                            effecting    incorporation
                            by reference
----------- --------- --------------------------------- -------------- --------------- --------------- --------------- -------------
                      Item    1115(b)   -   Derivative
                      Counterparty           Financial
                      Information*
----------- --------- --------------------------------- -------------- --------------- --------------- --------------- -------------
                            Determining        current                                                 X
                            maximum probable exposure
----------- --------- --------------------------------- -------------- --------------- --------------- --------------- -------------
                            Determining        current                 X
                            significance percentage
----------- --------- --------------------------------- -------------- --------------- --------------- --------------- -------------
                            Requesting        required                 X
                            financial  information  or
                            effecting    incorporation
                            by reference
----------- --------- --------------------------------- -------------- --------------- --------------- --------------- -------------
                      *This  information  need only be
                      reported  on the  Form  10-D for
                      the   distribution   period   in
                      which  updated   information  is
                      required pursuant to the Items.
----------- --------- --------------------------------- -------------- --------------- --------------- --------------- -------------
            8         Other Information
----------- --------- --------------------------------- ----------------------------------------------------------------------------
                      Disclose     any     information  The Responsible Party for the applicable Form 8-K item as indicated below.
                      required  to be reported on Form
                      8-K during  the  period  covered
                      by  the   Form   10-D   but  not
                      reported
----------- --------- --------------------------------- -------------- --------------- --------------- --------------- -------------
            9         Exhibits
----------- --------- --------------------------------- -------------- --------------- --------------- --------------- -------------
                      Distribution report                              X
----------- --------- --------------------------------- -------------- --------------- --------------- --------------- -------------
                      Exhibits  required  by Item  601                                                 X
                      of   Regulation   S-K,  such  as
                      material agreements
----------- -------------------------------------------------------------------------- --------------- --------------- -------------
8-K         Must be filed within four business  days of an event  reportable on Form
            8-K.
----------- -------------------------------------------------------------------------- --------------- --------------- -------------
            1.01      Entry     into    a     Material
                      Definitive Agreement
----------- --------- --------------------------------- -------------- --------------- --------------- --------------- -------------
                      Disclosure      is      required  X              X                               X               X
                      regarding    entry    into    or
                      amendment   of  any   definitive
                      agreement  that is  material  to
                      the   securitization,   even  if
                      depositor is not a party.

                      Examples:  servicing  agreement,
                      custodial agreement.

                      Note:  disclosure  not  required
                      as  to   definitive   agreements
                      that are fully  disclosed in the
                      prospectus
----------- --------- --------------------------------- -------------- --------------- --------------- --------------- -------------
            1.02      Termination    of   a   Material  X              X                               X               X
                      Definitive Agreement
----------- --------- --------------------------------- -------------- --------------- --------------- --------------- -------------
                      Disclosure      is      required  X              X               X               X               X
                      regarding   termination  of  any
                      definitive   agreement  that  is
                      material  to the  securitization
                      (other   than    expiration   in
                      accordance   with  its   terms),
                      even  if   depositor  is  not  a
                      party.


                      Examples:  servicing  agreement,
                      custodial agreement.
----------- --------- --------------------------------- -------------- --------------- --------------- --------------- -------------
            1.03      Bankruptcy or Receivership
----------- --------- --------------------------------- -------------- --------------- --------------- --------------- -------------
                      Disclosure      is      required  X              X               X               X               X
                      regarding   the   bankruptcy  or
                      receivership,  if  known  to the
                      Master  Servicer,  with  respect
                      to any of the following:

                      Sponsor   (Seller),   Depositor,
                      Master   Servicer,    affiliated
                      Servicer,     other     Servicer
                      servicing  20% or  more  of pool
                      assets at time of report,  other
                      material   servicers,   Trustee,
                      significant   obligor,    credit
                      enhancer    (10%    or    more),
                      derivatives        counterparty,
                      Custodian
----------- --------- --------------------------------- -------------- --------------- --------------- --------------- -------------
            2.04      Triggering Events that
                      Accelerate or Increase a Direct
                      Financial Obligation or an
                      Obligation under an Off-Balance
                      Sheet Arrangement [in this
                      transaction there is no
                      off-balance sheet arrangement]
----------- --------- --------------------------------- -------------- --------------- --------------- --------------- -------------
                      Includes an early  amortization,                 X
                      performance   trigger  or  other
                      event,    including   event   of
                      default,  that would  materially
                      alter        the         payment
                      priority/distribution   of  cash
                      flows/amortization schedule.

                      Disclosure   will   be  made  of
                      events   other  than   waterfall
                      triggers  which are disclosed in
                      the   monthly    statements   to
                      certificateholders    [in   this
                      transaction  there  will  be  no
                      events   other  than   waterfall
                      triggers]
----------- --------- --------------------------------- -------------- --------------- --------------- --------------- -------------
            3.03      Material Modification to Rights
                      of Certificateholders
----------- --------- --------------------------------- -------------- --------------- --------------- --------------- -------------
                      Disclosure is required of any                    X
                      material modification to
                      documents defining the rights
                      of Certificateholders,
                      including the Pooling and
                      Servicing Agreement
----------- --------- --------------------------------- -------------- --------------- --------------- --------------- -------------
            5.03      Amendments to Articles of
                      Incorporation or Bylaws; Change
                      in Fiscal Year
----------- --------- --------------------------------- -------------- --------------- --------------- --------------- -------------
                      Disclosure is required of any                                                    X
                      amendment "to the governing
                      documents of the issuing entity"
----------- --------- --------------------------------- -------------- --------------- --------------- --------------- -------------
            5.06      Change in Shell Company Status
----------- --------- --------------------------------- -------------- --------------- --------------- --------------- -------------
                      [Not applicable to ABS issuers]                                                  X
----------- --------- --------------------------------- -------------- --------------- --------------- --------------- -------------
            6.01      ABS Informational and
                      Computational Material
----------- --------- --------------------------------- -------------- --------------- --------------- --------------- -------------
                      [Not included in reports to be                                                   X
                      filed under Section 3.16]
----------- --------- --------------------------------- -------------- --------------- --------------- --------------- -------------
            6.02      Change of Servicer or Trustee
----------- --------- --------------------------------- -------------- --------------- --------------- --------------- -------------
                      Requires   disclosure   of   any  X              X                               X
                      removal,            replacement,
                      substitution  or addition of any
                      master   servicer,    affiliated
                      servicer,     other     servicer
                      servicing  10% or  more  of pool
                      assets at time of report,  other
                      material servicers or trustee.
----------- --------- --------------------------------- -------------- --------------- --------------- --------------- -------------
                      Reg AB disclosure  about any new  X
                      master    servicer    is    also
                      required.
----------- --------- --------------------------------- -------------- --------------- --------------- --------------- -------------
                      Reg AB disclosure  about any new                 X
                      trustee is also required.
----------- --------- --------------------------------- -------------- --------------- --------------- --------------- -------------
            6.03      Change in Credit Enhancement or
                      Other External Support
----------- --------- --------------------------------- -------------- --------------- --------------- --------------- -------------
                      Covers    termination   of   any                 X                               X
                      enhancement   in  manner   other
                      than by its terms,  the addition
                      of   an   enhancement,    or   a
                      material     change    in    the
                      enhancement  provided.   Applies
                      to external credit  enhancements
                      as well as derivatives.
----------- --------- --------------------------------- -------------- --------------- --------------- --------------- -------------
                      Reg AB disclosure  about any new                 X                               X
                      enhancement   provider  is  also
                      required.
----------- --------- --------------------------------- -------------- --------------- --------------- --------------- -------------
            6.04      Failure   to  Make  a   Required                 X
                      Distribution
----------- --------- --------------------------------- -------------- --------------- --------------- --------------- -------------
            6.05      Securities      Act     Updating
                      Disclosure
----------- --------- --------------------------------- -------------- --------------- --------------- --------------- -------------
                      If     any     material     pool                                                 X
                      characteristic  differs by 5% or
                      more at the time of  issuance of
                      the    securities    from    the
                      description    in   the    final
                      prospectus,  provide updated Reg
                      AB  disclosure  about the actual
                      asset pool.
----------- --------- --------------------------------- -------------- --------------- --------------- --------------- -------------
                      If there  are any new  servicers                                                 X
                      or  originators  required  to be
                      disclosed  under  Regulation  AB
                      as a  result  of the  foregoing,
                      provide the  information  called
                      for  in  Items   1108  and  1110
                      respectively.
----------- --------- --------------------------------- -------------- --------------- --------------- --------------- -------------
            7.01      Regulation FD Disclosure          X              X               X               X
----------- --------- --------------------------------- -------------- --------------- --------------- --------------- -------------
            8.01      Other Events
----------- --------- --------------------------------- -------------- --------------- --------------- --------------- -------------
                      Any  event,   with   respect  to                                                 X
                      which    information    is   not
                      otherwise  called  for  in  Form
                      8-K, that the  registrant  deems
                      of         importance         to
                      certificateholders.
----------- --------- --------------------------------- ----------------------------------------------------------------------------
            9.01      Financial Statements and          The Responsible Party applicable to reportable event.
                      Exhibits
----------- --------- --------------------------------- ----------------------------------------------------------------------------
10-K        Must be filed within 90 days of the fiscal year end for the registrant.
----------- ------------------------------------------------------------------------------- ---------- --------------- -------------
            9B      Other Information
----------- ------- ---------------------------------- -----------------------------------------------------------------------------
                    Disclose     any      information  The Responsible Party for the applicable Form 8-K as indicated above.
                    required  to be  reported on Form
                    8-K  during  the  fourth  quarter
                    covered  by the Form 10-K but not
                    reported
----------- ------- ---------------------------------- --------------- --------------- --------------- --------------- -------------
            15      Exhibits and Financial  Statement
                    Schedules
----------- ------- ---------------------------------- --------------- --------------- --------------- --------------- -------------
                    Item   1112(b)   -    Significant                                                  X
                    Obligor Financial Information
----------- ------- ---------------------------------- --------------- --------------- --------------- --------------- -------------
                    Item    1114(b)(2)    -    Credit
                    Enhancement   Provider  Financial
                    Information
----------- ------- ---------------------------------- --------------- --------------- --------------- --------------- -------------
                         Determining       applicable                  X
                         disclosure threshold
----------- ------- ---------------------------------- --------------- --------------- --------------- --------------- -------------
                         Requesting          required                  X
                         financial   information   or
                         effecting  incorporation  by
                         reference
----------- ------- ---------------------------------- --------------- --------------- --------------- --------------- -------------
                    Item    1115(b)   -    Derivative
                    Counterparty            Financial
                    Information
----------- ------- ---------------------------------- --------------- --------------- --------------- --------------- -------------
                         Determining  current maximum                                                  X
                         probable exposure
----------- ------- ---------------------------------- --------------- --------------- --------------- --------------- -------------
                         Determining          current                  X
                         significance percentage
----------- ------- ---------------------------------- --------------- --------------- --------------- --------------- -------------
                         Requesting          required                  X
                         financial   information   or
                         effecting  incorporation  by
                         reference
----------- ------- ---------------------------------- --------------- --------------- --------------- --------------- -------------
                    Item  1117  -  Legal  proceedings
                    pending   against  the  following
                    entities,   or  their  respective
                    property,  that  is  material  to
                    Certificateholders,     including
                    proceedings     known    to    be
                    contemplated    by   governmental
                    authorities:
----------- ------- ---------------------------------- --------------- --------------- --------------- --------------- -------------
                    Sponsor (Seller)                                                                                   X
----------- ------- ---------------------------------- --------------- --------------- --------------- --------------- -------------
                    Depositor                                                                          X
----------- ------- ---------------------------------- --------------- --------------- --------------- --------------- -------------
                    Trustee                                            X
----------- ------- ---------------------------------- --------------- --------------- --------------- --------------- -------------
                    Issuing entity                                                                     X
----------- ------- ---------------------------------- --------------- --------------- --------------- --------------- -------------
                    Master    Servicer,    affiliated  X
                    Servicer,      other     Servicer
                    servicing  20% or  more  of  pool
                    assets at time of  report,  other
                    material servicers
----------- ------- ---------------------------------- --------------- --------------- --------------- --------------- -------------
                    Originator  of  20%  or  more  of                                                  X
                    pool  assets  as of  the  Cut-off
                    Date
----------- ------- ---------------------------------- --------------- --------------- --------------- --------------- -------------
                    Custodian                                                          X
----------- ------- ---------------------------------- --------------- --------------- --------------- --------------- -------------
                    Item  1119  -  Affiliations   and
                    relationships     between     the
                    following   entities,   or  their
                    respective  affiliates,  that are
                    material to Certificateholders:
----------- ------- ---------------------------------- --------------- --------------- --------------- --------------- -------------
                    Sponsor (Seller)                                                                                   X
----------- ------- ---------------------------------- --------------- --------------- --------------- --------------- -------------
                    Depositor                                                                          X
----------- ------- ---------------------------------- --------------- --------------- --------------- --------------- -------------
                    Trustee                                            X
----------- ------- ---------------------------------- --------------- --------------- --------------- --------------- -------------
                    Master    Servicer,    affiliated  X
                    Servicer,      other     Servicer
                    servicing  20% or  more  of  pool
                    assets at time of  report,  other
                    material servicers
----------- ------- ---------------------------------- --------------- --------------- --------------- --------------- -------------
                    Originator                                                                         X
----------- ------- ---------------------------------- --------------- --------------- --------------- --------------- -------------
                    Custodian                                                          X
----------- ------- ---------------------------------- --------------- --------------- --------------- --------------- -------------
                    Credit Enhancer/Support Provider                                                   X
----------- ------- ---------------------------------- --------------- --------------- --------------- --------------- -------------
                    Significant Obligor                                                                X
----------- ------- ---------------------------------- --------------- --------------- --------------- --------------- -------------
                    Item   1122   -   Assessment   of  X               X               X
                    Compliance     with     Servicing
                    Criteria
----------- ------- ---------------------------------- --------------- --------------- --------------- --------------- -------------
                    Item 1123 -  Servicer  Compliance  X               X
                    Statement
----------- ------- ---------------------------------- --------------- --------------- --------------- --------------- -------------
</TABLE>


<PAGE>



                                   EXHIBIT CC

                       SERVICING CRITERIA TO BE ADDRESSED
                           IN ASSESSMENT OF COMPLIANCE
Key:
X - obligation

Where there are multiple checks for criteria the attesting party will identify
in their management assertion that they are attesting only to the portion of the
distribution chain they are responsible for in the related transaction
agreements.

<TABLE>
<CAPTION>
------------------ ---------------------------------- ------------ ----------- ----------- ----------- ----------- ------------
Reg AB Reference   Servicing Criteria                  Servicers   Master      Securities  Custodian   Paying        Trustee
                                                                    Servicer   Administrator             Agent
------------------ ---------------------------------- ------------ ----------- ----------- ----------- ----------- ------------
                   General Servicing Considerations
------------------ ---------------------------------- ------------ ----------- ----------- ----------- ----------- ------------
<S>                <C>                                <C>          <C>         <C>         <C>         <C>         <C>
1122(d)(1)(i)      Policies   and   procedures   are       X           X           X                                   X-1
                   instituted    to   monitor    any
                   performance   or  other  triggers
                   and    events   of   default   in
                   accordance  with the  transaction
                   agreements.
------------------ ---------------------------------- ------------ ----------- ----------- ----------- ----------- ------------
1122(d)(1)(ii)     If   any    material    servicing       X           X
                   activities   are   outsourced  to
                   third   parties,   policies   and
                   procedures   are   instituted  to
                   monitor    the   third    party's
                   performance  and compliance  with
                   such servicing activities.
------------------ ---------------------------------- ------------ ----------- ----------- ----------- ----------- ------------
                   Any     requirements    in    the
                   transaction     agreements     to
                   maintain a back-up  servicer  for
1122(d)(1)(iii)    the Pool Assets are maintained.
------------------ ---------------------------------- ------------ ----------- ----------- ----------- ----------- ------------
1122(d)(1)(iv)     A  fidelity  bond and  errors and       X           X
                   omissions  policy is in effect on
                   the  party  participating  in the
                   servicing   function   throughout
                   the   reporting   period  in  the
                   amount of  coverage  required  by
                   and otherwise in accordance  with
                   the  terms  of  the   transaction
                   agreements.
------------------ ---------------------------------- ------------ ----------- ----------- ----------- ----------- ------------
                   Cash        Collection        and
                   Administration
------------------ ---------------------------------- ------------ ----------- ----------- ----------- ----------- ------------
1122(d)(2)(i)      Payments   on  pool   assets  are       X           X           X                       X
                   deposited  into  the  appropriate
                   custodial   bank   accounts   and
                   related  bank  clearing  accounts
                   no more  than two  business  days
                   following receipt,  or such other
                   number of days  specified  in the
                   transaction agreements.
------------------ ---------------------------------- ------------ ----------- ----------- ----------- ----------- ------------
                   Disbursements   made   via   wire       X           X           X                       X
                   transfer  on behalf of an obligor
                   or to an  investor  are made only
1122(d)(2)(ii)     by authorized personnel.
------------------ ---------------------------------- ------------ ----------- ----------- ----------- ----------- ------------
                   Advances  of funds or  guarantees       X           X                                                X
                   regarding    collections,    cash
                   flows or  distributions,  and any
                   interest  or other  fees  charged
                   for  such  advances,   are  made,
                   reviewed    and    approved    as
                   specified   in  the   transaction
1122(d)(2)(iii)    agreements.
------------------ ---------------------------------- ------------ ----------- ----------- ----------- ----------- ------------
                   The  related   accounts  for  the       X           X           X                       X
                   transaction,    such    as   cash
                   reserve   accounts   or  accounts
                   established  as a  form  of  over
                   collateralization,            are
                   separately    maintained   (e.g.,
                   with  respect to  commingling  of
                   cash)   as  set   forth   in  the
1122(d)(2)(iv)     transaction agreements.
------------------ ---------------------------------- ------------ ----------- ----------- ----------- ----------- ------------
                   Each    custodial    account   is       X           X           X                                    X
                   maintained    at   a    federally
                   insured  depository   institution
                   as set  forth in the  transaction
                   agreements.  For purposes of this
                   criterion,   "federally   insured
                   depository    institution"   with
                   respect  to a  foreign  financial
                   institution   means   a   foreign
                   financial  institution that meets
                   the    requirements    of    Rule
                   13k-1(b)(1)   of  the  Securities
1122(d)(2)(v)      Exchange Act.
------------------ ---------------------------------- ------------ ----------- ----------- ----------- ----------- ------------
                   Unissued  checks are  safeguarded       X
                   so  as  to  prevent  unauthorized
1122(d)(2)(vi)     access.
------------------ ---------------------------------- ------------ ----------- ----------- ----------- ----------- ------------
1122(d)(2)(vii)    Reconciliations  are  prepared on       X           X           X                       X
                   a    monthly    basis   for   all
                   asset-backed  securities  related
                   bank     accounts,      including
                   custodial  accounts  and  related
                   bank  clearing  accounts.   These
                   reconciliations      are      (A)
                   mathematically    accurate;   (B)
                   prepared  within 30 calendar days
                   after the bank  statement  cutoff
                   date,  or such  other  number  of
                   days     specified     in     the
                   transaction    agreements;    (C)
                   reviewed  and approved by someone
                   other   than   the   person   who
                   prepared the reconciliation;  and
                   (D)  contain   explanations   for
                   reconciling      items.     These
                   reconciling  items  are  resolved
                   within 90 calendar  days of their
                   original identification,  or such
                   other  number  of days  specified
                   in the transaction agreements.
------------------ ---------------------------------- ------------ ----------- ----------- ----------- ----------- ------------
                   Investor      Remittances     and
                   Reporting
------------------ ---------------------------------- ------------ ----------- ----------- ----------- ----------- ------------
1122(d)(3)(i)      Reports to  investors,  including       X           X           X
                   those  to  be   filed   with  the
                   Commission,   are  maintained  in
                   accordance  with the  transaction
                   agreements     and     applicable
                   Commission          requirements.
                   Specifically,  such  reports  (A)
                   are prepared in  accordance  with
                   timeframes  and  other  terms set
                   forth    in    the    transaction
                   agreements;      (B)      provide
                   information     calculated     in
                   accordance    with   the    terms
                   specified   in  the   transaction
                   agreements;  (C) are  filed  with
                   the  Commission  as  required  by
                   its  rules and  regulations;  and
                   (D) agree with  investors' or the
                   trustee's   records   as  to  the
                   total  unpaid  principal  balance
                   and   number   of   Pool   Assets
                   serviced by the Servicer.
------------------ ---------------------------------- ------------ ----------- ----------- ----------- ----------- ------------
                   Amounts  due  to  investors   are       X           X           X                       X
                   allocated    and    remitted   in
                   accordance    with    timeframes,
                   distribution  priority  and other
                   terms    set    forth    in   the
1122(d)(3)(ii)     transaction agreements.
------------------ ---------------------------------- ------------ ----------- ----------- ----------- ----------- ------------
                   Disbursements    made    to    an       X           X           X                       X
                   investor  are  posted  within two
                   business  days to the  Servicer's
                   investor  records,  or such other
                   number of days  specified  in the
1122(d)(3)(iii)    transaction agreements.
------------------ ---------------------------------- ------------ ----------- ----------- ----------- ----------- ------------
1122(d)(3)(iv)     Amounts   remitted  to  investors       X           X           X                       X
                   per the  investor  reports  agree
                   with cancelled  checks,  or other
                   form  of  payment,  or  custodial
                   bank statements.
------------------ ---------------------------------- ------------ ----------- ----------- ----------- ----------- ------------
                   Pool Asset Administration
------------------ ---------------------------------- ------------ ----------- ----------- ----------- ----------- ------------
1122(d)(4)(i)      Collateral  or  security  on pool       X                                   X
                   assets is  maintained as required
                   by the transaction  agreements or
                   related pool asset documents.
------------------ ---------------------------------- ------------ ----------- ----------- ----------- ----------- ------------
1122(d)(4)(ii)     Pool     assets    and    related       X                                   X
                   documents  are   safeguarded   as
                   required   by   the   transaction
                   agreements
------------------ ---------------------------------- ------------ ----------- ----------- ----------- ----------- ------------
1122(d)(4)(iii)    Any   additions,    removals   or       X           X
                   substitutions  to the asset  pool
                   are made,  reviewed  and approved
                   in     accordance     with    any
                   conditions  or   requirements  in
                   the transaction agreements.
------------------ ---------------------------------- ------------ ----------- ----------- ----------- ----------- ------------
1122(d)(4)(iv)     Payments    on    pool    assets,       X
                   including  any  payoffs,  made in
                   accordance  with the related pool
                   asset  documents  are  posted  to
                   the  Servicer's  obligor  records
                   maintained   no  more   than  two
                   business days after  receipt,  or
                   such   other   number   of   days
                   specified   in  the   transaction
                   agreements,   and   allocated  to
                   principal,   interest   or  other
                   items    (e.g.,     escrow)    in
                   accordance  with the related pool
                   asset documents.
------------------ ---------------------------------- ------------ ----------- ----------- ----------- ----------- ------------
                   The Servicer's  records regarding       X
                   the pool  assets  agree  with the
                   Servicer's  records  with respect
                   to an obligor's  unpaid principal
1122(d)(4)(v)      balance.
------------------ ---------------------------------- ------------ ----------- ----------- ----------- ----------- ------------
                   Changes   with   respect  to  the       X
                   terms or status  of an  obligor's
                   pool    assets    (e.g.,     loan
                   modifications  or re-agings)  are
                   made,  reviewed  and  approved by
                   authorized      personnel      in
                   accordance  with the  transaction
                   agreements   and   related   pool
1122(d)(4)(vi)     asset documents.
------------------ ---------------------------------- ------------ ----------- ----------- ----------- ----------- ------------
                   Loss   mitigation   or   recovery       X
                   actions    (e.g.,     forbearance
                   plans,  modifications  and  deeds
                   in    lieu    of     foreclosure,
                   foreclosures  and  repossessions,
                   as  applicable)   are  initiated,
                   conducted    and   concluded   in
                   accordance  with  the  timeframes
                   or       other       requirements
                   established  by  the  transaction
1122(d)(4)(vii)    agreements.
------------------ ---------------------------------- ------------ ----------- ----------- ----------- ----------- ------------
1122(d)(4)(viii)   Records  documenting   collection       X
                   efforts  are  maintained   during
                   the   period  a  pool   asset  is
                   delinquent  in  accordance   with
                   the transaction agreements.  Such
                   records  are   maintained  on  at
                   least a  monthly  basis,  or such
                   other  period  specified  in  the
                   transaction    agreements,    and
                   describe the entity's  activities
                   in  monitoring   delinquent  pool
                   assets  including,  for  example,
                   phone calls,  letters and payment
                   rescheduling   plans   in   cases
                   where   delinquency   is   deemed
                   temporary   (e.g.,   illness   or
                   unemployment).
------------------ ---------------------------------- ------------ ----------- ----------- ----------- ----------- ------------
1122(d)(4)(ix)     Adjustments  to interest rates or       X
                   rates of return  for pool  assets
                   with variable  rates are computed
                   based on the  related  pool asset
                   documents.
------------------ ---------------------------------- ------------ ----------- ----------- ----------- ----------- ------------
1122(d)(4)(x)      Regarding   any  funds   held  in       X
                   trust  for an  obligor  (such  as
                   escrow accounts):  (A) such funds
                   are analyzed,  in accordance with
                   the    obligor's    pool    asset
                   documents,  on at least an annual
                   basis,   or  such  other   period
                   specified   in  the   transaction
                   agreements;  (B) interest on such
                   funds is paid,  or  credited,  to
                   obligors   in   accordance   with
                   applicable  pool asset  documents
                   and  state  laws;  and  (C)  such
                   funds   are   returned   to   the
                   obligor  within 30 calendar  days
                   of full  repayment of the related
                   pool   assets,   or  such   other
                   number of days  specified  in the
                   transaction agreements.
------------------ ---------------------------------- ------------ ----------- ----------- ----------- ----------- ------------
                   Payments  made  on  behalf  of an       X
                   obligor    (such    as   tax   or
                   insurance  payments)  are made on
                   or before the related  penalty or
                   expiration  dates,  as  indicated
                   on  the   appropriate   bills  or
                   notices   for   such    payments,
                   provided  that such  support  has
                   been  received by the servicer at
                   least 30  calendar  days prior to
                   these   dates,   or  such   other
                   number of days  specified  in the
1122(d)(4)(xi)     transaction agreements.
------------------ ---------------------------------- ------------ ----------- ----------- ----------- ----------- ------------
                   Any  late  payment  penalties  in       X
                   connection  with any  payment  to
                   be made on behalf  of an  obligor
                   are  paid  from  the   Servicer's
                   funds  and  not  charged  to  the
                   obligor,  unless the late payment
                   was  due to the  obligor's  error
1122(d)(4)(xii)    or omission.
------------------ ---------------------------------- ------------ ----------- ----------- ----------- ----------- ------------
                   Disbursements  made on  behalf of       X
                   an obligor are posted  within two
                   business  days  to the  obligor's
                   records    maintained    by   the
                   servicer,  or such  other  number
                   of   days    specified   in   the
1122(d)(4)(xiii)   transaction agreements.
------------------ ---------------------------------- ------------ ----------- ----------- ----------- ----------- ------------
                   Delinquencies,   charge-offs  and       X           X           X
                   uncollectible     accounts    are
                   recognized    and   recorded   in
                   accordance  with the  transaction
1122(d)(4)(xiv)    agreements.
------------------ ---------------------------------- ------------ ----------- ----------- ----------- ----------- ------------
                   Any   external   enhancement   or                               X                                    X
                   other   support,   identified  in
                   Item  1114(a)(1)  through  (3) or
                   Item  1115 of  Regulation  AB, is
                   maintained  as set  forth  in the
1122(d)(4)(xv)     transaction agreements.
------------------ ---------------------------------- ------------ ----------- ----------- ----------- ----------- ------------
</TABLE>


<TABLE>
<CAPTION>
------------------  -----------
Reg AB Reference      Notes

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

------------------  -----------
<S>                 <C>
1122(d)(1)(i)       1 -
                    attest to
                    knowledge
                    but not
                    to process

------------------  -----------
1122(d)(1)(ii)






------------------  -----------
                    NA


1122(d)(1)(iii)
------------------  -----------
1122(d)(1)(iv)








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


------------------  -----------
1122(d)(2)(i)







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



1122(d)(2)(ii)
------------------  -----------







1122(d)(2)(iii)
------------------  -----------








1122(d)(2)(iv)
------------------  -----------












1122(d)(2)(v)
------------------  -----------


1122(d)(2)(vi)
------------------  -----------
1122(d)(2)(vii)






















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


------------------  -----------
1122(d)(3)(i)





















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





1122(d)(3)(ii)
------------------  -----------





1122(d)(3)(iii)
------------------  -----------
1122(d)(3)(iv)




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

------------------  -----------
1122(d)(4)(i)



------------------  -----------
1122(d)(4)(ii)



------------------  -----------
1122(d)(4)(iii)





------------------  -----------
1122(d)(4)(iv)













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




1122(d)(4)(v)
------------------  -----------








1122(d)(4)(vi)
------------------  -----------










1122(d)(4)(vii)
------------------  -----------
1122(d)(4)(viii)
















------------------  -----------
1122(d)(4)(ix)




------------------  -----------
1122(d)(4)(x)


















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












1122(d)(4)(xi)
------------------  -----------







1122(d)(4)(xii)
------------------  -----------






1122(d)(4)(xiii)
------------------  -----------




1122(d)(4)(xiv)
------------------  -----------





1122(d)(4)(xv)
------------------  -----------
</TABLE>