EXHIBIT 4.3






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                               [NAME OF SERVICER],
                                                      as Servicer,




                                       and



                       BOARDWALK MORTGAGE SECURITIES INC.
                                                      as Company





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

                               SERVICING AGREEMENT

                         Dated as of _________ __, 200_

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




                         Boardwalk Trust Series ____-__


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                                TABLE OF CONTENTS

                                                                                                               PAGE

<S>                                                                                                             <C>
ARTICLE I DEFINITIONS.............................................................................................1
   Section 1.01.     Definitions..................................................................................1
   Section 1.02.     Other Definitional Provisions................................................................2
   Section 1.03.     Interest Calculations........................................................................2

ARTICLE II REPRESENTATIONS AND WARRANTIES.........................................................................3
   Section 2.01.     Representations and Warranties Regarding the Servicer........................................3
   Section 2.02.     Representations and Warranties of the Company................................................4
   Section 2.03.     Enforcement of Representations and Warranties................................................4

ARTICLE III ADMINISTRATION AND SERVICING OF MORTGAGE LOANS........................................................5
   Section 3.01.     The Servicer.................................................................................5
   Section 3.02.     Collection of Certain Mortgage Loan Payments.................................................7
   Section 3.03.     Withdrawals from the Collection Account......................................................9
   Section 3.04.     Maintenance of Hazard Insurance; Property Protection Expenses...............................10
   Section 3.05.     Modification Agreements.....................................................................11
   Section 3.06.     Trust Estate; Related Documents.............................................................11
   Section 3.07.     Realization Upon Defaulted Mortgage Loans...................................................12
   Section 3.08.     Company and Indenture Trustee to Cooperate..................................................14
   Section 3.09.     Servicing Compensation; Payment of Certain Expenses by Servicer.............................15
   Section 3.10.     Annual Statement as to Compliance...........................................................15
   Section 3.11.     Annual Servicing Report.....................................................................16
   Section 3.12.     Access to Certain Documentation and Information Regarding the Mortgage Loans................16
   Section 3.13.     Maintenance of Certain Servicing Insurance Policies.........................................16
   Section 3.14.     Information  Required by the Internal  Revenue Service  Generally and Reports
                     of Foreclosures and Abandonments of Mortgaged Property......................................17
   Section 3.15.     Optional Repurchase of Defaulted Mortgage Loans.............................................17

ARTICLE IV SERVICING CERTIFICATE.................................................................................17
   Section 4.01.     Statements to Securityholders...............................................................17

ARTICLE V DISTRIBUTION AND PAYMENT ACCOUNTS......................................................................19
   Section 5.01.     Distribution Account........................................................................19
   Section 5.02.     Payment Account.............................................................................20

ARTICLE VI THE SERVICER..........................................................................................20
   Section 6.01.     Liability of the Servicer...................................................................20
   Section 6.02.     Merger or Consolidation of, or Assumption of the Obligations of, the Servicer...............20
   Section 6.03.     Limitation on Liability of the Servicer and Others..........................................21
   Section 6.04.     Servicer not to Resign......................................................................22
   Section 6.05.     Delegation of Duties........................................................................22
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   Section 6.06.     Servicer to Pay Indenture Trustee's and Owner Trustee's Fees and Expenses;
                     Indemnification.............................................................................22

ARTICLE VII DEFAULT..............................................................................................23
   Section 7.01.     Servicing Default...........................................................................23
   Section 7.02.     Indenture Trustee to Act; Appointment of Successor..........................................26
   Section 7.03.     Notification To Securityholders.............................................................27

ARTICLE VIII MISCELLANEOUS PROVISIONS............................................................................27
   Section 8.01.     Amendment...................................................................................27
   Section 8.02.     Governing Law...............................................................................27
   Section 8.03.     Notices.....................................................................................28
   Section 8.04.     Severability of Provisions..................................................................28
   Section 8.05.     Third-Party Beneficiaries...................................................................28
   Section 8.06.     Counterparts................................................................................28
   Section 8.07.     Effect of Headings and Table of Contents....................................................29
   Section 8.08.     Termination Upon Purchase by the Servicer or Liquidation of all Mortgage Loans..............29
   Section 8.09.     Certain Matters Affecting the Indenture Trustee.............................................29
   Section 8.10.     Authority of the Administrator..............................................................29

EXHIBIT D FORM OF REQUEST FOR RELEASE............................................................................32
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                                       30

         This Servicing Agreement, dated as of _______________, between [Name of
Servicer], as Servicer (the "Servicer") and Boardwalk Mortgage Securities Inc.,
as Company (the "Company"),

                          W I T N E S S E T H T H A T:

         WHEREAS, Boardwalk Mortgage Securities Inc., will create Boardwalk
Trust Series ____-__, an owner trust (the "Issuer") under Delaware law, and will
transfer the Mortgage Loans and all of its rights under the Mortgage Loan
Purchase Agreement to the Issuer;

         WHEREAS, pursuant to the terms of a Trust Agreement dated as of
_______________ (the "Owner Trust Agreement") between the Company, as depositor,
and ______________________, as owner trustee (the "Owner Trustee"), the Company
will sell the Mortgage Collateral to Issuer in exchange for the cash proceeds of
the Securities;

         WHEREAS, pursuant to the terms of the Trust Agreement between the
Depositor and the Owner Trustee, the Issuer will issue and transfer to or at the
direction of the Depositor, the Asset-Backed Pass-Through Certificates, Series
____-__ (the "Certificates");

         WHEREAS, pursuant to the terms of an Indenture dated as of
_______________ (the "Indenture") between the Issuer and the Indenture Trustee,
the Issuer will issue and transfer to or at the direction of the Purchaser the
Asset-Backed Notes, Series ____-__ (the "Notes"), consisting of the Notes and
secured by the Mortgage Collateral;

         WHEREAS, pursuant to the terms of the Mortgage Loan Purchase Agreement,
the Company will acquire the Initial Loans; and

         WHEREAS, pursuant to the terms of this Servicing Agreement, the
Servicer will service the Mortgage Loans directly or through one or more
Subservicers;

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

                                    ARTICLE I

                                   DEFINITIONS

         Section 1.01. DEFINITIONS.

         For all purposes of this Servicing Agreement, except as otherwise
expressly provided herein or unless the context otherwise requires, capitalized
terms not otherwise defined herein shall have the meanings assigned to such
terms in the Definitions contained in Appendix A to the Indenture which is
incorporated by reference herein. All other capitalized terms used herein shall
have the meanings specified herein.




<PAGE>

         Section 1.02. OTHER DEFINITIONAL PROVISIONS.

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

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

                  (c) The words "hereof," "herein," "hereunder" and words of
similar import when used in this Servicing Agreement shall refer to this
Servicing Agreement as a whole and not to any particular provision of this
Servicing Agreement; Section and Exhibit references contained in this Servicing
Agreement are references to Sections and Exhibits in or to this Servicing
Agreement unless otherwise specified; and the term "including" shall mean
"including without limitation".

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

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

         Section 1.03. INTEREST CALCULATIONS.

         All calculations of interest hereunder that are made in respect of the
Principal Balance of a Mortgage Loan shall be made on a daily basis using a
365-day year. All calculations of interest on the Securities shall be made on
the basis of the actual number of days in an Interest Period and a year assumed
to consist of 360 days. The calculation of the Servicing Fee shall be made on
the basis of a 360-day year consisting of twelve 30-day months. All dollar
amounts calculated hereunder shall be rounded to the nearest penny with one-half
of one penny being rounded down.



                                       2
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                                   ARTICLE II

                         REPRESENTATIONS AND WARRANTIES

         Section 2.01. REPRESENTATIONS AND WARRANTIES REGARDING THE
                       SERVICER.

         The Servicer represents and warrants to Company, the Issuer and for the
benefit of the Indenture Trustee, as pledgee of the Mortgage Collateral, and the
Securityholders, as of the Cut-Off Date, [the date of the Servicing Agreement],
the Closing Date [and any Deposit Date], that:

                  (i) The Servicer is a corporation duly organized, validly
         existing and in good standing under the laws of the State of [_______]
         and has the corporate power to own its assets and to transact the
         business in which it is currently engaged. The Servicer is duly
         qualified to do business as a foreign corporation and is in good
         standing in each jurisdiction in which the character of the business
         transacted by it or properties owned or leased by it requires such
         qualification and in which the failure to so qualify would have a
         material adverse effect on the business, properties, assets, or
         condition (financial or other) of the Servicer;

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

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

                  (iv) The execution and delivery of this Servicing Agreement
         and the performance of the transactions contemplated hereby by the
         Servicer will not violate any provision of any existing law or
         regulation or any order or decree of any court applicable to the
         Servicer or any provision of the Certificate of Incorporation or Bylaws
         of the Servicer, or constitute a material breach of any mortgage,
         indenture, contract or other agreement to which the Servicer is a party
         or by which the Servicer may be bound; and No litigation or
         administrative proceeding of or before any court, tribunal or
         governmental body is currently pending, or to the knowledge of the
         Servicer threatened, against the Servicer or any of its properties or
         with respect to this Servicing Agreement or the Notes or the
         Certificates which in the opinion of the Servicer has a reasonable
         likelihood of resulting in a material adverse effect on the
         transactions contemplated by



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<PAGE>

         this Servicing Agreement. The foregoing representations and warranties
         shall survive any termination of the Servicer hereunder.

         Section 2.02. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

         The Company hereby represents and warrants to the Servicer for the
benefit of the Indenture Trustee, as pledgee of the Mortgage Collateral, and the
Securityholders, as of the Cut-Off Date, the Closing Date and any Deposit Date,
that:

                  (i) The Company is a corporation in good standing under the
         laws of the State of ____________;

                  (ii) The Company has full power, authority and legal right to
         execute and deliver this Servicing Agreement and to perform its
         obligations under this Servicing Agreement, and has taken all necessary
         action to authorize the execution, delivery and performance by it of
         this Servicing Agreement; and

                  (iii) The execution and delivery by the Company of this
         Servicing Agreement and the performance by the Company of its
         obligations under this Servicing Agreement will not violate any
         provision of any law or regulation governing the Company or any order,
         writ, judgment or decree of any court, arbitrator or governmental
         authority or agency applicable to the Company or any of its assets.
         Such execution, delivery, authentication and performance will not
         require the authorization, consent or approval of, the giving of notice
         to, the filing or registration with, or the taking of any other action
         with respect to, any governmental authority or agency regulating the
         activities of limited liability companies. Such execution, delivery,
         authentication and performance will not conflict with, or result in a
         breach or violation of, any mortgage, deed of trust, lease or other
         agreement or instrument to which the Company is bound.

         Section 2.03. ENFORCEMENT OF REPRESENTATIONS AND WARRANTIES.

         The Servicer, on behalf of and subject to the direction of the
Indenture Trustee, as pledgee of the Mortgage Collateral, or the Credit
Enhancer, shall enforce the representations and warranties of the Seller
pursuant to the Mortgage Loan Purchase Agreement. Upon the discovery by the
Seller, the Servicer, the Indenture Trustee, the Credit Enhancer, the Company or
any Custodian of a breach of any of the representations and warranties made in
the Mortgage Loan Purchase Agreement, in respect of any Mortgage Loan which
materially and adversely affects the interests of the Securityholders or the
Credit Enhancer, the party discovering such breach shall give prompt written
notice to the other parties (any Custodian being so obligated under a Custodial
Agreement). The Servicer shall promptly notify the Seller of such breach and
request that, pursuant to the terms of the Mortgage Loan Purchase Agreement, the
Seller either (i) cure such breach in all material respects within 45 days (with
respect to a breach of the representations and warranties contained in Section
3.1(a) of the Mortgage Loan Purchase Agreement) or 90 days (with respect to a
breach of the representations and warranties contained in Section 3.1(b) of the
Mortgage Loan Purchase Agreement) from the date the Seller was notified of such
breach or (ii) purchase such Mortgage Loan from the Company at the price and in
the manner set forth in Section 3.1(b) of the Mortgage Loan Purchase Agreement;
PROVIDED



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<PAGE>

that the Seller shall, subject to the conditions set forth in the Mortgage Loan
Purchase Agreement, have the option to substitute an Eligible Substitute
Mortgage Loan or Loans for such Mortgage Loan.

         In the event that the Seller elects to substitute one or more Eligible
Substitute Mortgage Loans pursuant to Section 3.1(b) of the Mortgage Loan
Purchase Agreement, the Seller shall deliver to the Company with respect to such
Eligible Substitute Mortgage Loans, the original Mortgage Note, the Mortgage,
and such other documents and agreements as are required by the Mortgage Loan
Purchase Agreement. No substitution will be made in any calendar month after the
Determination Date for such month. Payments due with respect to Eligible
Substitute Mortgage Loans in the month of substitution shall not be transferred
to the Company and will be retained by the Servicer and remitted by the Servicer
to the Seller on the next succeeding Payment Date provided a payment has been
received by the Company for such month in respect of the Mortgage Loan to be
removed. The Servicer shall amend or cause to be amended the Mortgage Loan
Schedule to reflect the removal of such Mortgage Loan and the substitution of
the Eligible Substitute Mortgage Loans and the Servicer shall promptly deliver
the amended Mortgage Loan Schedule to the Owner Trustee and Indenture Trustee.

         It is understood and agreed that the obligation of the Seller to cure
such breach or purchase or substitute for such Mortgage Loan as to which such a
breach has occurred and is continuing shall constitute the sole remedy
respecting such breach available to the Company and the Indenture Trustee, as
pledgee of the Mortgage Collateral, against the Seller. In connection with the
purchase of or substitution for any such Mortgage Loan by the Seller, the
Company shall assign to the Seller all of the right, title and interest in
respect of the Mortgage Loan Purchase Agreement applicable to such Mortgage
Loan. Upon receipt of the Repurchase Price, or upon completion of such
substitution, the applicable Custodian shall deliver the Mortgage Files to the
Servicer, together with all relevant endorsements and assignments.

                                  ARTICLE III

                 ADMINISTRATION AND SERVICING OF MORTGAGE LOANS

         Section 3.01. THE SERVICER.

                  (a) The Servicer shall service and administer the Mortgage
Loans in the same manner as would prudent institutional mortgage lenders
servicing comparable mortgage loans for their own account in the jurisdictions
where the related Mortgaged Properties are located and in a manner consistent
with the terms of this Servicing Agreement and which shall be normal and usual
in its general mortgage servicing activities and shall have full power and
authority, acting alone or through a subservicer, to do any and all things in
connection with such servicing and administration which it may deem necessary or
desirable, it being understood, however, that the Servicer shall at all times
remain responsible to the Company, the Indenture Trustee, as pledgee of the
Mortgage Collateral, and the Securityholders for the performance of its duties
and obligations hereunder in accordance with the terms hereof and the servicing
standard set forth above. Without limiting the generality of the foregoing, the
Servicer shall continue, and is hereby authorized and empowered by the Company
and the Indenture Trustee, as pledgee of the Mortgage Collateral, to execute and
deliver, on behalf of itself, the Company, the



                                       5
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Securityholders and the Indenture Trustee or any of them, any and all
instruments of satisfaction or cancellation, or of partial or full release or
discharge and all other comparable instruments with respect to the Mortgage
Loans and with respect to the Mortgaged Properties. The Company, the Indenture
Trustee and the Custodian, as applicable, shall furnish the Servicer with any
powers of attorney and other documents necessary or appropriate to enable the
Servicer to carry out its servicing and administrative duties hereunder. On the
Closing Date, the Company shall deliver to the Servicer a power of attorney
substantially in the form of Exhibit B hereto.

         If the Mortgage relating to a Mortgage Loan did not have a lien senior
on the related Mortgaged Property as of the Cut-Off Date, then the Servicer, in
such capacity, may not consent to the placing of a lien senior to that of the
Mortgage on the related Mortgaged Property. If the Mortgage relating to a
Mortgage Loan had a lien senior to the Mortgage Loan on the related Mort gaged
Property as of the Cut-Off Date, then the Servicer, in such capacity, may
consent to the refinancing of such senior lien; provided that (i) the resulting
Combined Loan-to-Value Ratio of such Mortgage Loan is no higher than the
Combined Loan-to-Value Ratio prior to such refinancing and (ii) the interest
rate for the loan evidencing the refinanced senior lien on the date of such
refinancing is no higher than the interest rate on the loan evidencing the
existing senior lien immediately prior to the date of such refinancing.

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

                  (b) The Servicer has entered into Initial Subservicing
Agreements with the Initial Subservicers for the servicing and administration of
the Mortgage Loans and may enter into additional Subservicing Agreements with
Subservicers for the servicing and administration of certain of the Mortgage
Loans. References in this Servicing Agreement to actions taken or to be taken by
the Servicer in servicing the Mortgage Loans include actions taken or to be
taken by a Subservicer on behalf of the Servicer and any amount received by such
Subservicer in respect of a Mortgage Loan shall be deemed to have been received
by the Servicer whether or not actually received by the Servicer. Each
Subservicing Agreement will be upon such terms and conditions as are not
inconsistent with this Servicing Agreement and as the Servicer and the
Subservicer have agreed. With the approval of the Servicer, a Subservicer may
delegate its servicing obligations to third-party servicers, but such
Subservicers will remain obligated under the related Subservicing Agreements.

         The Servicer and the Subservicer may enter into amendments to the
related Subservicing Agreements; provided, however, that any such amendments
shall be consistent with and not violate the provisions of this Servicing
Agreement. The Servicer shall be entitled to terminate any Subservicing
Agreement in accordance with the terms and conditions thereof and without any
limitation by virtue of this Servicing Agreement; provided, however, that in the
event of termination of any Subservicing Agreement by the Servicer or the
Subservicer, the Servicer shall either act as servicer of the related Mortgage
Loan or enter into a Subservicing Agreement with a successor Subservicer which
will be bound by the terms of the related Subservicing Agreement. The Servicer
shall be entitled to enter into any agreement with a Subservicer for
indemnification of the Servicer and nothing contained in this Servicing
Agreement shall be deemed to limit or modify such indemnification.



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<PAGE>

         In the event that the rights, duties and obligations of the Servicer
are terminated hereunder, any successor to the Servicer in its sole discretion
may, to the extent permitted by applicable law, terminate the existing
Subservicing Agreement with any Subservicer in accordance with the terms of the
applicable Subservicing Agreement or assume the terminated Servicer's rights and
obligations under such subservicing arrangements which termination or assumption
will not violate the terms of such arrangements.

         As part of its servicing activities hereunder, the Servicer, for the
benefit of the Company, shall use reasonable efforts to enforce the obligations
of each Subservicer under the related Subservicing Agreement, to the extent that
the non-performance of any such obligation would have material and adverse
effect on a Mortgage Loan. Such enforcement, including, without limitation, the
legal prosecution of claims, termination of Subservicing 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 Servicer, in its good faith business
judgment, would require were it the owner of the related Mortgage Loans. The
Servicer shall pay the costs of such enforcement at its own expense, and shall
be reimbursed therefor only (i) from a general recovery resulting from such
enforcement to the extent, if any, that such recovery exceeds all amounts due in
respect of the related Mortgage Loan or (ii) from a specific recovery of costs,
expenses or attorneys fees against the party against whom such enforcement is
directed.

         Section 3.02. COLLECTION OF CERTAIN MORTGAGE LOAN PAYMENTS.

                  (a) The Servicer shall make reasonable efforts to collect all
payments called for under the terms and provisions of the Mortgage Loans, and
shall, to the extent such procedures shall be consistent with this Servicing
Agreement, follow such collection procedures as shall be normal and usual in its
general mortgage servicing activities. Consistent with the foregoing, and
without limiting the generality of the foregoing, the Servicer may in its
discretion (i) waive any late payment charge, penalty interest or other fees
which may be collected in the ordinary course of servicing such Mortgage Loan
and (ii) arrange with a Mortgagor a schedule for the payment of principal and
interest due and unpaid; provided such arrangement is consistent with the
Servicer's policies with respect to home equity mortgage loans; provided,
FURTHER, that notwithstanding such arrangement such Mortgage Loans will be
included in the information regarding delinquent Mortgage Loans set forth in the
Servicing Certificate. The Servicer may also extend the Due Date for payment due
on a Mortgage Loan, provided, however, that the Servicer shall first determine
that any such waiver or extension will not adversely affect the lien of the
related Mortgage. Consistent with the terms of this Servicing Agreement, the
Servicer may also waive, modify or vary any term of any Mortgage Loan or consent
to the postponement of strict compliance with any such term or in any manner
grant indulgence to any Mortgagor if in the Servicer's determination such
waiver, modification, postponement or indulgence is not materially adverse to
the interests of the Securityholders or the Credit Enhancer, provided, however,
that the Servicer may not modify or permit any Subservicer to modify any
Mortgage Loan (including without limitation any modification that would change
the Mortgage Rate, forgive the payment of any principal or interest (unless in
connection with the liquidation of the related Mortgage Loan) or extend the
final maturity date of such Mortgage Loan) unless such Mortgage Loan is in
default or, in the judgment of the Servicer, such default is reasonably
foreseeable.



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<PAGE>

                  (b) The Servicer shall establish an account (the "Collection
Account") in which the Servicer shall deposit or cause to be deposited any
amounts representing payments on and any collections in respect of the Mortgage
Loans received by it subsequent to the Cut-Off Date as to any Initial Loan or
the related Deposit Date as to any Additional Loan (other than in respect of the
payments referred to in the following paragraph) within __ Business Day[s]
following receipt thereof (or otherwise on or prior to the Closing Date),
including the following payments and collections received or made by it (without
duplication):

                  (i) all payments of principal of or interest on the Mortgage
         Loans received by the Servicer from the respective Subservicer, net of
         any portion of the interest thereof retained by the Subservicer as
         Subservicing Fees;

                  (ii) the aggregate Repurchase Price of the Mortgage Loans
         purchased by the Servicer pursuant to Section 3.15;

                  (iii) Net Liquidation Proceeds net of any related Foreclosure
         Profit;

                  (iv) all proceeds of any Mortgage Loans repurchased by the
         Seller pursuant to the Mortgage Loan Purchase Agreement, and all
         Substitution Adjustment Amounts required to be deposited in connection
         with the substitution of an Eligible Substitute Mortgage Loan pursuant
         to the Mortgage Loan Purchase Agreement;

                  (v) insurance proceeds, other than Net Liquidation Proceeds,
         resulting from any insurance policy maintained on a Mortgaged Property;
         and

                  (vi) amounts required to be paid by the Servicer pursuant to
         Section 8.08.

         provided, however, that with respect to each Collection Period, the
Servicer shall be permitted to retain from payments in respect of interest on
the Mortgage Loans, the Servicing Fee for such Collection Period. The foregoing
requirements respecting deposits to the Collection Account are exclusive, it
being understood that, without limiting the generality of the foregoing, the
Servicer need not deposit in the Collection Account amounts representing
Foreclosure Profits, fees (including annual fees) or late charge penalties,
payable by Mortgagors, or amounts received by the Servicer for the accounts of
Mortgagors for application towards the payment of taxes, insurance premiums,
assessments and similar items. In the event any amount not required to be
deposited in the Collection Account is so deposited, the Servicer may at any
time withdraw such amount from the Collection Account, any provision herein to
the contrary notwithstanding. The Collection Account may contain funds that
belong to one or more trust funds created for the notes or certificates of other
series and may contain other funds respecting payments on mortgage loans
belonging to the Servicer or serviced or serviced by it on behalf of others.

         Notwithstanding such commingling of funds, the Servicer shall keep
records that accurately reflect the funds on deposit in the Collection Account
that have been identified by it as being attributable to the Mortgage Loans and
shall hold all collections in the Collection Account to the extent they
represent collections on the Mortgage Loans for the benefit of the Company, the
Indenture Trustee, the Securityholders and the Credit Enhancer, as their
interests may appear. The Servicer shall remit all Foreclosure Profits to itself
as additional servicing compensation.



                                       8
<PAGE>

         The Servicer may cause the institution maintaining the Collection
Account to invest any funds in the Collection Account in Eligible Investments
(including obligations of the Servicer or any of its Affiliates, if such
obligations otherwise qualify as Eligible Investments), which shall mature not
later than the Business Day next preceding the Payment Date and shall not be
sold or disposed of prior to its maturity. Except as provided above, all income
and gain realized from any such investment shall be for the benefit of the
Servicer and shall be subject to its withdrawal or order from time to time. The
amount of any losses incurred in respect of the principal amount of any such
investments shall be deposited in the Collection Account by the Servicer out of
its own funds immediately as realized.

                  (c) The Servicer will require each Subservicer to hold all
funds constituting collections on the Mortgage Loans, pending remittance thereof
to the Servicer, in one or more accounts meeting the requirements of an Eligible
Account, and invested in Eligible Investments, unless, all such collections are
remitted on a daily basis to the Servicer for deposit into the Collection
Account.

         Section 3.03. WITHDRAWALS FROM THE COLLECTION ACCOUNT.

         The Servicer shall, from time to time as provided herein, make
withdrawals from the Collection Account of amounts on deposit therein pursuant
to Section 3.02 that are attributable to the Mortgage Loans for the following
purposes:

                  (i) to deposit in the Distribution Account, on the Business
         Day prior to each Payment Date, an amount equal to the Security
         Collections required to be distributed on such Payment Date;

                  (ii) to the extent deposited to the Collection Account, to
         reimburse itself or the related Subservicer for previously unreimbursed
         expenses incurred in maintaining individual insurance policies pursuant
         to Section 3.04, or Liquidation Expenses, paid pursuant to Section 3.07
         or otherwise reimbursable pursuant to the terms of this Servicing
         Agreement (to the extent not payable pursuant to Section 3.09), such
         withdrawal right being limited to amounts received on particular
         Mortgage Loans (other than any Repurchase Price in respect thereof)
         which represent late recoveries of the payments for which such advances
         were made, or from related Liquidation Proceeds or the proceeds of the
         purchase of such Mortgage Loan;

                  (iii) to pay to itself out of each payment received on account
         of interest on a Mortgage Loan as contemplated by Section 3.09, an
         amount equal to the related Servicing Fee (to the extent not retained
         pursuant to Section 3.02), and to pay to any Subservicer any
         Subservicing Fees not previously withheld by the Subservicer;

                  (iv) to the extent deposited in the Collection Account to pay
         to itself as additional servicing compensation any interest or
         investment income earned on funds deposited in the Collection Account
         and Payment Account that it is entitled to withdraw pursuant to
         Sections 3.02(b) and 5.01;

                  (v) to the extent deposited in the Collection Account, to pay
         to itself as additional servicing compensation any Foreclosure Profits;



                                       9
<PAGE>

                  (vi) to pay to itself or the Seller, with respect to any
         Mortgage Loan or property acquired in respect thereof that has been
         purchased or otherwise transferred to the Seller, the Servicer or other
         entity, all amounts received thereon and not required to be distributed
         to Securityholders as of the date on which the related Purchase Price
         or epurchase Price is determined;

                  (vii) to withdraw any other amount deposited in the Collection
         Account that was not required to be deposited therein pursuant to
         Section 3.02;

                  (viii) to pay to the Seller the amount, if any, deposited in
         the Collection Account by the Indenture Trustee upon release thereof
         from the Funding Account representing payments for Additional Loans;
         and after the occurrence of an Amortization Event, to pay to the
         Seller, the Excluded Amount. Since, in connection with withdrawals
         pursuant to clauses (iii), (iv), (vi) and (vii), the Servicer's
         entitlement thereto is limited to collections or other recoveries on
         the related Mortgage Loan, the Servicer shall keep and maintain
         separate accounting, on a Mortgage Loan by Mortgage Loan basis, for the
         purpose of justifying any withdrawal from the Collection Account
         pursuant to such clauses. Notwithstanding any other provision of this
         Servicing Agreement, the Servicer shall be entitled to reimburse itself
         for any previously unreimbursed expenses incurred pursuant to Section
         3.07 or otherwise reimbursable pursuant to the terms of this Servicing
         Agreement that the Servicer determines to be otherwise nonrecoverable
         (except with respect to any Mortgage Loan as to which the Repurchase
         Price has been paid), by withdrawal from the Collection Account of
         amounts on deposit therein attributable to the Mortgage Loans on any
         Business Day prior to the Payment Date succeeding the date of such
         determination.

         Section 3.04. MAINTENANCE OF HAZARD INSURANCE; PROPERTY PROTECTION
                       EXPENSES.

         The Servicer shall cause to be maintained for each Mortgage Loan hazard
insurance naming the Servicer or related Subservicer as loss payee thereunder
providing extended coverage in an amount which is at least equal to the lesser
of (i) the maximum insurable value of the improvements securing such Mortgage
Loan from time to time or (ii) the combined principal balance owing on such
Mortgage Loan and any mortgage loan senior to such Mortgage Loan from time to
time. The 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 which is at least equal to the
amount necessary to avoid the application of any co-insurance clause contained
in the related hazard insurance policy. Amounts collected by the 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 Servicer's normal servicing procedures)
shall be deposited in the Collection Account to the extent called for by Section
3.02. In cases in which any Mortgaged Property is located at any time during the
life of a Mortgage Loan in a federally designated flood area, the hazard
insurance to be maintained for the related Mortgage Loan shall include flood
insurance (to the extent available). All such flood insurance shall be in
amounts equal to the lesser of (i) the amount required to compensate for any
loss or damage to the 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



                                       10
<PAGE>

the area in which such Mortgaged Property is located is participating in such
program). The Servicer shall be under no obligation to require that any
Mortgagor maintain earthquake or other additional insurance and shall be under
no obligation itself to maintain any such additional insurance on property
acquired in respect of a Mortgage Loan, other than pursuant to such applicable
laws and regulations as shall at any time be in force and as shall require such
additional insurance. If the Servicer shall obtain and maintain a blanket policy
consistent with its general mortgage servicing activities insuring against
hazard losses on all of the Mortgage Loans, it shall conclusively be deemed to
have satisfied its obligations as set forth in the first sentence of this
Section 3.04, it being understood and agreed that such policy may contain a
deductible clause, in which case the Servicer shall, in the event that there
shall not have been maintained on the related Mortgaged Property a policy
complying with the first sentence of this Section 3.04 and there shall have been
a loss which would have been covered by such policy, deposit in the Collection
Account the amount not otherwise payable under the blanket policy because of
such deductible clause. Any such deposit by the Servicer shall be made on the
last Business Day of the Collection Period in the month in which payments under
any such policy would have been deposited in the Collection Account. In
connection with its activities as administrator and servicer of the Mortgage
Loans, the Servicer agrees to present, on behalf of itself, the Company, the
Issuer, the Indenture Trustee and the Securityholders, claims under any such
blanket policy.

         Section 3.05. MODIFICATION AGREEMENTS.

         The Servicer or the related Subservicer, as the case may be, shall be
entitled to (A) execute assumption agreements, substitution agreements, and
instruments of satisfaction or cancellation or of partial or full release or
discharge, or any other document contemplated by this Servicing Agreement and
other comparable instruments with respect to the Mortgage Loans and with respect
to the Mortgaged Properties subject to the Mortgages (and the Company shall
promptly execute any such documents on request of the Servicer) and (B) approve
the granting of an easement thereon in favor of another Person, any alteration
or demolition of the related Mortgaged Property or other similar matters, if it
has determined, exercising its good faith business judgment in the same manner
as it would if it were the owner of the related Mortgage Loan, that the security
for, and the timely and full collectability of, such Mortgage Loan would not be
adversely affected thereby. A partial release pursuant to this Section 3.05
shall be permitted only if the Combined Loan-to-Value Ratio for such Mortgage
Loan after such partial release does not exceed the Combined Loan-to-Value Ratio
for such Mortgage Loan as of the Cut-Off Date. Any fee collected by the Servicer
or the related Subservicer for processing such request will be retained by the
Servicer or such Subservicer as additional servicing compensation.

         Section 3.06. TRUST ESTATE; RELATED DOCUMENTS.

                  (a) When required by the provisions of this Servicing
Agreement, the Company shall execute instruments to release property from the
terms of this Servicing Agreement, or convey the Company's interest in the same,
in a manner and under circumstances which are not inconsistent with the
provisions of this Servicing Agreement. No party relying upon an instrument
executed by the Company as provided in this Article III shall be bound to




                                       11
<PAGE>

ascertain the Company's authority, inquire into the satisfaction of any
conditions precedent or see to the application of any moneys.

                  (b) If from time to time the Servicer shall deliver to the
Company or the related Custodian copies of any written assurance, assumption
agreement or substitution agreement or other similar agreement pursuant to
Section 3.05, the Company or the related Custodian shall check that each of such
documents purports to be an original executed copy (or a copy of the original
executed document if the original executed copy has been submitted for recording
and has not yet been returned) and, if so, shall file such documents, and upon
receipt of the original executed copy from the applicable recording office or
receipt of a copy thereof certified by the applicable recording office shall
file such originals or certified copies with the Related Documents. If any such
documents submitted by the Servicer do not meet the above qualifications, such
documents shall promptly be returned by the Company or the related Custodian to
the Servicer, with a direction to the Servicer to forward the correct
documentation.

         Upon Company Request accompanied by an Officers' Certificate of the
Servicer pursuant to Section 3.09 of this Servicing Agreement to the effect that
a Mortgage Loan has been the subject of a final payment or a prepayment in full
and the related Mortgage Loan has been terminated or that substantially all
Liquidation Proceeds which have been determined by the Servicer in its
reasonable judgment to be finally recoverable have been recovered, and upon
deposit to the Collection Account of such final monthly payment, prepayment in
full together with accrued and unpaid interest to the date of such payment with
respect to such Mortgage Loan or, if applicable, Liquidation Proceeds, the
Company shall promptly release the Related Documents to the Servicer, along with
such documents as the Servicer or the Mortgagor may request as contemplated by
the Servicing Agreement to evidence satisfaction and discharge of such Mortgage
Loan. If from time to time and as appropriate for the servicing or foreclosure
of any Mortgage Loan, the Servicer requests the Company or the related Custodian
to release the Related Documents and delivers to the Company or the related
Custodian a trust receipt reasonably satisfactory to the Company or the related
Custodian and signed by a Responsible Officer of the Servicer, the Company or
the related Custodian shall release the Related Documents to the Servicer. If
such Mortgage Loans shall be liquidated and the Company or the related Custodian
receives a certificate from the Servicer as provided above, then, upon request
of the Company or the related Custodian shall release the trust receipt to the
Servicer.

         Section 3.07. REALIZATION UPON DEFAULTED MORTGAGE LOANS.

         With respect to such of the Mortgage Loans as come into and continue in
default, the Servicer will decide whether to foreclose upon the Mortgaged
Properties securing such Mortgage Loans or write off the unpaid principal
balance of the Mortgage Loans as bad debt; provided that if the Servicer has
actual knowledge that any Mortgaged Property is affected by hazardous or toxic
wastes or substances and that the acquisition of such Mortgaged Property would
not be commercially reasonable, then the Servicer will not cause the Company to
acquire title to such Mortgaged Property in a foreclosure or similar proceeding.
In connection with such foreclosure or other conversion, the Servicer shall
follow such practices (including, in the case of any default on a related senior
mortgage loan, the advancing of funds to correct such default) and procedures as
it shall deem necessary or advisable and as shall be normal and usual in its
general mortgage servicing activities; provided that the Servicer shall not be
liable in any respect hereunder if the



                                       12
<PAGE>

Servicer is acting in connection with any such foreclosure or attempted
foreclosure which is not completed or other conversion in a manner that is
consistent with the provisions of this Servicing Agreement

         The foregoing is subject to the proviso that the Servicer shall not be
required to expend its own funds in connection with any foreclosure or attempted
foreclosure which is not completed or towards the correction of any default on a
related senior mortgage loan or restoration of any property unless it shall
determine that such expenditure will increase Net Liquidation Proceeds. In the
event of a determination by the Servicer that any such expenditure previously
made pursuant to this Section 3.07 will not be reimbursable from Net Liquidation
Proceeds, the Servicer shall be entitled to reimbursement of its funds so
expended pursuant to Section 3.03.

         Notwithstanding any provision of this Servicing Agreement, a Mortgage
Loan may be deemed to be finally liquidated if substantially all amounts
expected by the Servicer to be received in connection with the related defaulted
Mortgage Loan have been received; provided, however, any subsequent collections
with respect to any such Mortgage Loan shall be deposited to the Collection
Account. For purposes of determining the amount of any Liquidation Proceeds or
Insurance Proceeds, or other unscheduled collections, the Servicer may take into
account minimal amounts of additional receipts expected to be received or any
estimated additional liquidation expenses expected to be incurred in connection
with the related defaulted Mortgage Loan.

         In the event that title to any Mortgaged Property is acquired in
foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale
shall be issued to the Company and the Indenture Trustee as their interests may
appear, or to their respective nominee on behalf of Securityholders.

         Notwithstanding any such acquisition of title and cancellation of the
related Mortgage Loan, such Mortgaged Property shall (except as otherwise
expressly provided herein) be considered to be an outstanding Mortgage Loan held
as an asset of the Company until such time as such property shall be sold.
Consistent with the foregoing for purposes of all calculations hereunder, so
long as such Mortgaged Property shall be considered to be an outstanding
Mortgage Loan it shall be assumed that, notwithstanding that the indebtedness
evidenced by the related Mortgage Note shall have been discharged, such Mortgage
Note in effect at the time of any such acquisition of title before any
adjustment thereto by reason of any bankruptcy or similar proceeding or any
moratorium or similar waiver or grace period will remain in effect.

         Any proceeds from foreclosure proceedings or the purchase or repurchase
of any Mortgage Loan pursuant to the terms of this Servicing Agreement, as well
as any recovery resulting from a collection of Liquidation Proceeds or Insurance
Proceeds, will be applied in the following order of priority: first, to
reimburse the Servicer or the related Subservicer in accordance with Section
3.07; second, to all Servicing Fees payable therefrom; third, to the extent of
accrued and unpaid interest on the related Mortgage Loan, at the Net Mortgage
Rate to the Due Date prior to the Payment Date on which such amounts are to be
deposited in the Payment Account; fourth, as a recovery of principal on the
Mortgage Loan; and fifth, to Foreclosure Profits.



                                       13
<PAGE>

         Section 3.08. COMPANY AND INDENTURE TRUSTEE TO COOPERATE.

         On or before each Payment Date, the Servicer will notify the Indenture
Trustee or the relevant Custodian, with a copy to the Company, of the
termination of or the payment in full and the termination of any Mortgage Loan
during the preceding Collection Period, which notification shall be by a
certification in substantially the form attached hereto as Exhibit C (which
certification shall include a statement to the effect that all amounts received
in connection with such payment which are required to be deposited in the
Collection Account pursuant to Section 3.02 have been so deposited or credited)
of a Servicing Officer. Upon receipt of payment in full, the Servicer is
authorized to execute, pursuant to the authorization contained in Section 3.01,
if the assignments of Mortgage have been recorded as required under the Mortgage
Loan Purchase Agreement, an instrument of satisfaction regarding the related
Mortgage, which instrument of satisfaction shall be recorded by the Servicer if
required by applicable law and be delivered to the Person entitled thereto. It
is understood and agreed that any expenses incurred in connection with such
instrument of satisfaction or transfer shall be reimbursed from amounts
deposited in the Collection Account. From time to time and as appropriate for
the servicing or foreclosure of any Mortgage Loan, the Indenture Trustee or the
relevant Custodian shall, upon request of the Servicer and delivery to the
Indenture Trustee or relevant Custodian, with a copy to the Company, of a
Request for Release, in the form annexed hereto as Exhibit D, signed by a
Servicing Officer, release or cause to be released the related Mortgage File to
the Servicer and the Company and Indenture Trustee shall promptly execute such
documents, in the forms provided by the Servicer, as shall be necessary for the
prosecution of any such proceedings or the taking of other servicing actions.
Such trust receipt shall obligate the Servicer to return the Mortgage File to
the Indenture Trustee or the related Custodian (as specified in such receipt)
when the need therefor by the Servicer no longer exists unless the Mortgage Loan
shall be liquidated, in which case, upon receipt of a certificate of a Servicing
Officer similar to that hereinabove specified, the trust receipt shall be
released to the Servicer.

         In order to facilitate the foreclosure of the Mortgage securing any
Mortgage Loan that is in default following recordation of the assignments of
Mortgage in accordance with the provisions of the Mortgage Loan Purchase
Agreement, the Company shall, if so requested in writing by the Servicer,
promptly execute an appropriate assignment in the form provided by the Servicer
to assign such Mortgage Loan for the purpose of collection to the Servicer (any
such assignment shall unambiguously indicate that the assignment is for the
purpose of collection only), and, upon such assignment, such assignee for
collection will thereupon bring all required actions in its own name and
otherwise enforce the terms of the Mortgage Loan and deposit or credit the Net
Liquidation Proceeds, exclusive of Foreclosure Profits, received with respect
thereto in the Collection Account. In the event that all delinquent payments due
under any such Mortgage Loan are paid by the Mortgagor and any other defaults
are cured then the assignee for collection shall promptly reassign such Mortgage
Loan to the Company and return all Related Documents to the place where the
related Mortgage File was being maintained.

         In connection with the Company's obligation to cooperate as provided in
this Section 3.08 and all other provisions of this Servicing Agreement requiring
the Company to authorize or permit any actions to be taken with respect to the
Mortgage Loans, the Indenture Trustee, as pledgee of the Mortgage Collateral in
the Company, expressly agrees, on behalf of the Company,

                                       14
<PAGE>


to take all such actions on behalf of the Company and to promptly execute and
return all instruments reasonably required by the Servicer in connection
therewith;

         provided that if the Servicer shall request a signature of the
Indenture Trustee, on behalf of the Company, the Servicer will deliver to the
Indenture Trustee an Officer's Certificate stating that such signature is
necessary or appropriate to enable the Servicer to carry out its servicing and
administrative duties under this Servicing Agreement.

         Section 3.09. SERVICING COMPENSATION; PAYMENT OF CERTAIN EXPENSES BY
                       SERVICER.

         The Servicer shall be entitled to receive the Servicing Fee in
accordance with Section 3.03 as compensation for its services in connection with
servicing the Mortgage Loans. Moreover, additional servicing compensation in the
form of late payment charges and certain other receipts not required to be
deposited in the Collection Account as specified in Section 3.02 shall be
retained by the Servicer. The Servicer shall be required to pay all expenses
incurred by it in connection with its activities hereunder (including payment of
all other fees and expenses not expressly stated hereunder to be for the account
of the Securityholders, including, without limitation, the fees and expenses of
the Administrator, Owner Trustee, Indenture Trustee and any Custodian) and shall
not be entitled to reimbursement therefor except as specifically provided
herein.

         Section 3.10. ANNUAL STATEMENT AS TO COMPLIANCE.

                  (a) The Servicer will deliver to the Company, the Issuer and
the Indenture Trustee, with a copy to the Credit Enhancer, on or before ________
of each year, beginning ________, ____, an Officer's Certificate stating that
(i) a review of the activities of the Servicer during the preceding fiscal year
and of its performance under this Servicing Agreement has been made under such
officer's supervision, (ii) to the best of such officer's knowledge, based on
such review, the Servicer has fulfilled all its material obligations under this
Servicing Agreement in all material respects throughout such fiscal year, or, if
there has been a material default in the fulfillment of any such obligation,
specifying each such default known to such officer and the nature and status
thereof and (iii) to the best of such officer's knowledge, based on consultation
with counsel, any continuation Uniform Commercial Code financing statement or
other Uniform Commercial Code financing statement during the preceding fiscal
year which the Servicer determined was necessary to be filed was filed in order
to continue protection of the interest of the Company in the Mortgage Loans. In
addition, the Servicer shall deliver or cause each Subservicer to deliver to the
Indenture Trustee, the Company, the Issuer, the Depositor and the Credit
Enhancer a copy of each certification, accountant's report or other document
upon which the foregoing Officer's Certificate is based with respect to such
Subservicer's performance.

                  (b) The Servicer shall deliver to the Company, the Issuer and
the Indenture Trustee, with a copy to the Credit Enhancer, promptly after having
obtained knowledge thereof, but in no event later than five Business Days
thereafter, written notice by means of an Officer's Certificate of any event
which with the giving of notice or the lapse of time or both, would become a
Servicer of Default.



                                       15
<PAGE>

         Section 3.11. ANNUAL SERVICING REPORT.

         On or before ________ of each year, beginning ________, ____, the
Servicer at its expense shall cause a firm of nationally recognized independent
public accountants (who may also render other services to the Servicer) to
furnish a report to the Company, the Issuer, the Indenture Trustee, the
Depositor, the Credit Enhancer and each Rating Agency to the effect that such
firm has examined certain documents and records relating to the servicing of
mortgage loans by the Servicer during the most recent calendar year then ended
under servicing agreements (including this Servicing Agreement) substantially
similar to this Servicing Agreement and that such examination, which has been
conducted substantially in compliance with the audit guide for audits of
non-supervised mortgagees approved by the Department of Housing and Urban
Development for use by independent public accountants (to the extent that the
procedures in such audit guide are applicable to the servicing obligations set
forth in such agreements), has disclosed no items of noncompliance with the
provisions of this Servicing Agreement which, in the opinion of such firm, are
material, except for such items of noncompliance as shall be set forth in such
report. In rendering such statement, such firm may rely, as to matters relating
to direct servicing of mortgage loans by Subservicers, upon comparable
statements for examinations conducted substantially in the manner described
above (rendered within one year of such statement) of independent public
accountants with respect to the related Subservicer. For purposes of such
statement, such firm may conclusively assume that all servicing agreements among
the Company and the Servicer relating to home equity mortgage loans are
substantially similar one to another except for any such servicing agreement
which, by its terms, specifically states otherwise.

         Section 3.12. ACCESS TO CERTAIN DOCUMENTATION AND INFORMATION REGARDING
                       THE MORTGAGE LOANS.


         Whenever required by statute or regulation, the Servicer shall provide
to the Credit Enhancer, any Securityholder upon reasonable request (or a
regulator for a Securityholder) or the Indenture Trustee, reasonable access to
the documentation regarding the Mortgage Loans such access being afforded
without charge but only upon reasonable request and during normal business hours
at the offices of the Servicer. Nothing in this Section 3.12 shall derogate from
the obligation of the Servicer to observe any applicable law prohibiting
disclosure of information regarding the Mortgagors and the failure of the
Servicer to provide access as provided in this Section 3.12 as a result of such
obligation shall not constitute a breach of this Section 3.12.

         Section 3.13. MAINTENANCE OF CERTAIN SERVICING INSURANCE POLICIES.

         The Servicer shall during the term of its service as servicer 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 be at least equal to the coverage that would be required
by FNMA or FHLMC, whichever is greater, for Persons performing servicing for
mortgage loans purchased by such entity.



                                       16
<PAGE>

         Section 3.14. INFORMATION REQUIRED BY THE INTERNAL REVENUE SERVICE
                       GENERALLY AND REPORTS OF FORECLOSURES AND ABANDONMENTS
                       OF MORTGAGED PROPERTY.

         The Servicer shall prepare and deliver all federal and state
information reports when and as required by all applicable state and federal
income tax laws. In particular, with respect to the requirement under Section
6050J of the Code to the effect that the Servicer or Subservicer shall make
reports of foreclosures and abandonments of any Mortgaged Property for each year
beginning in ____, the Servicer or Subservicer shall file reports relating to
each instance occurring during the previous calendar year in which the Servicer
(i) on behalf of the Company, acquires an interest in any Mortgaged Property
through foreclosure or other comparable conversion in full or partial
satisfaction of a Mortgage Loan, or (ii) knows or has reason to know that any
Mortgaged Property has been abandoned. The reports from the Servicer or
Subservicer shall be in form and substance sufficient to meet the reporting
requirements imposed by Section 6050J and Section 6050H (reports relating to
mortgage interest received) of the Code.

         Section 3.15. OPTIONAL REPURCHASE OF DEFAULTED MORTGAGE LOANS.

         Notwithstanding any provision in Section 3.07 to the contrary, the
Servicer may repurchase any Mortgage Loan delinquent in payment for a period of
60 days or longer for a price equal to the Repurchase Price.

                                   ARTICLE IV

                              SERVICING CERTIFICATE

         Section 4.01. STATEMENTS TO SECURITYHOLDERS.

                  (a) With respect to each Payment Date, the Servicer shall
forward to the Indenture Trustee and the Indenture Trustee pursuant to Section
3.26 of the Indenture shall forward or cause to be forwarded by mail to each
Certificateholder, Noteholder, the Credit Enhancer, the Depositor, the Owner
Trustee, the Certificate Paying Agent and each Rating Agency, a statement
setting forth the following information as to the Notes and Certificates, to the
extent applicable:

                  (i) the aggregate amount of (a) Security Interest Collections
         with respect to the Notes and the Certificates, (b) aggregate Security
         Principal Collections with respect to the Notes and the Certificates
         and (c) Security Collections for the related Collection Period with
         respect to the Notes and the Certificates;

                  (ii) the amount of such distribution to the Securityholders of
         the Notes and the Certificates applied to reduce the principal balance
         thereof and separately stating the portion thereof in respect of the
         Accelerated Principal Distribution Amount and the amount to be
         deposited in the Funding Account on such Payment Date;

                  (iii) the amount of such distribution to the Securityholders
         of the Notes and the Certificates allocable to interest and separately
         stating the portion thereof in respect of overdue accrued interest;



                                       17
<PAGE>

                  (iv) the Credit Enhancement Draw Amount, if any, for such
         Payment Date and the aggregate amount of prior draws thereunder not yet
         reimbursed;

                  (v) the aggregate Principal Balance of (a) the ________ Loans,
         (b) the ______ Loans, (c) the _________ Loans, as of the end of the
         preceding Collection Period and (d) all of the Mortgage Loans;

                  (vi) the number and aggregate Principal Balances of Mortgage
         Loans (a) as to which the Minimum Monthly Payment is delinquent for
         30-59 days, 60-89 days, 90-179 days and 180 or more days, respectively
         and (b) that have become REO, in each case as of the end of the
         preceding Collection Period; provided, however, that such information
         will not be provided on the statements relating to the first Payment
         Date;

                  (vii) the Weighted Average Net Mortgage Rate for the related
         Collection Period and the Weighted Average Net Mortgage Rate for (a)
         the ________ Loans, (b) the _______Loans and (c) the _________ Loans
         for the related Collection Period;

                  (viii) the Special Capital Distribution Amount and the
         Required Special Capital Distribution Amount, in each case as the end
         of the related Collection Period; and

                  (ix) the aggregate amount of Additional Loans acquired during
         the previous Collection Period with amounts in respect of Net Principal
         Collections from the Funding Account;

                  (x) the aggregate Liquidation Loss Amounts with respect to the
         related Collection Period, the amount of any remaining Carryover Loss
         Amount with respect to the Notes and Certificates, respectively, and
         the aggregate of the Liquidation Loss Amounts from all Collection
         Periods to date expressed as a percentage of the sum of (a) the Cut-Off
         Date Pool Balance and (b) the amount by which the Pool Balance as of
         the latest date that the Additional Loans have been transferred to the
         Company exceeds the Cut-Off Date Pool Balance;

                  (xi) any unpaid interest on the Notes and Certificates,
         respectively, after such Distribution Date;

                  (xii) the aggregate Principal Balance of each Class of Notes
         and of the Certificates after giving effect to the distribution of
         principal on such Payment Date;

                  (xiii) the respective Security Percentage applicable to the
         Notes and Certificates, after application of payments made on such
         Payment Date; and

                  (xiv) the amount distributed pursuant to Section 3.05(a)(xi)
         of the Indenture on such Payment Date.

         In the case of information furnished pursuant to clauses (ii) and (iii)
above, the amounts shall be expressed as an aggregate dollar amount per Note or
Certificate with a $1,000 denomination.



                                       18
<PAGE>

         Prior to the close of business on the Business Day next succeeding each
Determination Date, the Servicer shall furnish a written statement to the
Company, the Owner Trustee, the Depositor, the Certificate Paying Agent and the
Indenture Trustee setting forth (i) all the foregoing information, (ii) the
aggregate amounts required to be withdrawn from the Collection Account and
deposited into the Payment Account on the Business Day preceding the Payment
Date pursuant to Section 3.03 and (iii) the amounts (A) withdrawn from the
Payment Account and deposited to the Funding Account pursuant to Section 8.02(b)
of the Indenture and (B) withdrawn from the Funding Account and deposited to the
Collection Account pursuant to Section 8.02(c)(i) of the Indenture. The
determination by the Servicer of such amounts shall, in the absence of obvious
error, be presumptively deemed to be correct for all purposes hereunder and the
Owner Trustee and Indenture Trustee shall be protected in relying upon the same
without any independent check or verification. In addition, upon the Company's
written request, the Servicer shall promptly furnish information reasonably
requested by the Company that is reasonably available to the Servicer to enable
the Company to perform its federal and state income tax reporting obligations.

                                   ARTICLE V

                        DISTRIBUTION AND PAYMENT ACCOUNTS

         Section 5.01. DISTRIBUTION ACCOUNT.

         The Servicer shall establish and maintain a separate trust account (the
"Distribution Account") titled "Boardwalk Trust Series ____-__, [for the
benefit of the Noteholders, the Certificateholders and the Credit Enhancer
pursuant to the Indenture, dated as of _______________, between Boardwalk Trust
Series ____-__ and [Name of Indenture Trustee]. The Distribution Account shall
be an Eligible Account. On the Business Day prior to each Payment Date, (i)
amounts deposited into the Distribution Account pursuant to Section 3.03(i)
hereof will be distributed by the Servicer in accordance with Section ____ of
the [Trust] Agreement, and (ii) the portion of such amounts then distributable
with respect to the Mortgage Collateral shall be deposited into the Payment
Account. [The Servicer shall invest or cause the institution maintaining the
Distribution Account to invest the funds in the Distribution Account in Eligible
Investments designated in the name of the [Servicer], which shall mature not
later than the Business Day next preceding the Payment Date next following the
date of such investment (except that (i) any investment in the institution with
which the Distribution Account is maintained may mature on such Payment Date and
(ii) any other investment may mature on such Payment Date if the Servicer shall
advance funds on such Payment Date to the Payment Account in the amount payable
on such investment on such Payment Date, pending receipt thereof to the extent
necessary to make distributions on the Securities) 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 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 Distribution Account
by the Servicer out of its own funds immediately as realized.]



                                       19
<PAGE>

         Section 5.02. PAYMENT ACCOUNT.

         The Indenture Trustee shall establish and maintain a separate trust
account (the "Payment Account") titled "__________________________________, as
Indenture Trustee, for the benefit of the Noteholders, the Certificate Paying
Agent and the Credit Enhancer pursuant to the Indenture, dated as of
_______________, between Boardwalk Trust Series ____-__ and
__________________________________". The Payment Account shall be an Eligible
Account. On each Payment Date, amounts on deposit in the Payment Account will be
distributed by the Indenture Trustee in accordance with Section 3.05 of the
Indenture. The Indenture Trustee shall, upon written request from the Servicer,
invest or cause the institution maintaining the Payment Account to invest the
funds in the Payment Account in Eligible Investments designated in the name of
the Indenture Trustee, which shall mature not later than the Business Day next
preceding the Payment Date next following the date of such investment (except
that (i) any investment in the institution with which the Payment Account is
maintained may mature on such Payment Date and (ii) any other investment may
mature on such Payment Date if the Indenture Trustee shall advance funds on such
Payment Date to the Payment Account in the amount payable on such investment on
such Payment Date, pending receipt thereof to the extent necessary to make
distributions on the Securities) 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 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 Payment Account by the Servicer out of its
own funds immediately as realized.

                                   ARTICLE VI

                                  THE SERVICER

         Section 6.01. LIABILITY OF THE SERVICER.

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

         Section 6.02. MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE
                       OBLIGATIONS OF, THE SERVICER.

         Any corporation into which the Servicer 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 Servicer shall be a party, or any
corporation succeeding to the business of the Servicer, shall be the successor
of the Servicer, hereunder, without the execution or filing of any paper or any
further act on the part of any of the parties hereto, anything herein to the
contrary notwithstanding.

         The Servicer may assign its rights and delegate its duties and
obligations under this Servicing Agreement; PROVIDED that the Person accepting
such assignment or delegation shall be a Person which is qualified to service
mortgage loans on behalf of FNMA or FHLMC, is reasonably satisfactory to the
Indenture Trustee (as pledgee of the Mortgage Collateral), the Company and the
Credit Enhancer, is willing to service the Mortgage Loans and executes and




                                       20
<PAGE>

delivers to the Indenture Trustee and the Company an agreement, in form and
substance reasonably satisfactory to the Credit Enhancer, the Indenture Trustee
and the Company, which contains an assumption by such Person of the due and
punctual performance and observance of each covenant and condition to be
performed or observed by the Servicer under this Servicing Agreement; provided
further that each Rating Agency's rating of the Securities in effect immediately
prior to such assignment and delegation will not be qualified, reduced, or
withdrawn as a result of such assignment and delegation (as evidenced by a
letter to such effect from each Rating Agency) or considered to be below
investment grade without taking into account the Credit Enhancement Instrument.

         Section 6.03. LIMITATION ON LIABILITY OF THE SERVICER AND OTHERS.

         Neither the Servicer nor any of the directors or officers or employees
or agents of the Servicer shall be under any liability to the Company, the
Issuer, the Owner Trustee, the Indenture Trustee or the Securityholders for any
action taken or for refraining from the taking of any action in good faith
pursuant to this Servicing Agreement, provided, however, that this provision
shall not protect the Servicer or any such Person against any liability which
would otherwise be imposed by reason of its willful misfeasance, bad faith or
gross negligence in the performance of its duties hereunder or by reason of its
reckless disregard of its obligations and duties hereunder. The Servicer and any
director or officer or employee or agent of the Servicer may rely in good faith
on any document of any kind PRIMA FACIE properly executed and submitted by any
Person respecting any matters arising hereunder. The Servicer and any director
or officer or employee or agent of the Servicer shall be indemnified by the
Company and held harmless against any loss, liability or expense incurred in
connection with any legal action relating to this Servicing Agreement or the
Securities, including any amount paid to the Owner Trustee or the Indenture
Trustee pursuant to Section 6.06(b), other than any loss, liability or expense
related to any specific Mortgage Loan or Mortgage Loans (except as any such
loss, liability or expense shall be otherwise reimbursable pursuant to this
Servicing Agreement) and any loss, liability or expense incurred by reason of
its willful misfeasance, bad faith or gross negligence in the performance of its
duties hereunder or by reason of its reckless disregard of its obligations and
duties hereunder. The Servicer shall not be under any obligation to appear in,
prosecute or defend any legal action which is not incidental to its duties to
service the Mortgage Loans in accordance with this Servicing Agreement, and
which in its opinion may involve it in any expense or liability; provided,
however, that the Servicer may in its sole discretion undertake any such action
which it may deem necessary or desirable in respect of this Servicing Agreement,
and the rights and duties of the parties hereto and the interests of the
Securityholders hereunder. In such event, the reasonable legal expenses and
costs of such action and any liability resulting therefrom shall be expenses,
costs and liabilities of the Company, and the Servicer shall be entitled to be
reimbursed therefor. The Servicer's right to indemnity or reimbursement pursuant
to this Section 6.03 shall survive any resignation or termination of the
Servicer pursuant to Section 6.04 or 7.01 with respect to any losses, expenses,
costs or liabilities arising prior to such resignation or termination (or
arising from events that occurred prior to such resignation or termination).



                                       21
<PAGE>

         Section 6.04. SERVICER NOT TO RESIGN.

         Subject to the provisions of Section 6.02, the Servicer shall not
resign from the obligations and duties hereby imposed on it except (i) upon
determination that the performance of its obligations or duties hereunder are no
longer permissible under applicable law or are in material conflict by reason of
applicable law with any other activities carried on by it or its subsidiaries or
Affiliates, the other activities of the Servicer so causing such a conflict
being of a type and nature carried on by the Servicer or its subsidiaries or
Affiliates at the date of this Servicing Agreement or (ii) upon satisfaction of
the following conditions: (a) the Servicer has proposed a successor servicer to
the Company, the Administrator and the Indenture Trustee in writ ing and such
proposed successor servicer is reasonably acceptable to the Company, the
Administrator, the Indenture Trustee and the Credit Enhancer; (b) each Rating
Agency shall have delivered a letter to the Company, the Credit Enhancer and the
Indenture Trustee prior to the appointment of the successor servicer stating
that the proposed appointment of such successor servicer as Servicer hereunder
will not result in the reduction or withdrawal of the then current rating of the
Securities; and (c) such proposed successor servicer is reasonably acceptable to
the Credit Enhancer, as evidenced by a letter to the Company and the Indenture
Trustee; provided, however, that no such resignation by the Servicer shall
become effective until such successor servicer or, in the case of (i) above, the
Indenture Trustee, as pledgee of the Mortgage Collateral, shall have assumed the
Servicer's responsibilities and obligations hereunder or the Indenture Trustee,
as pledge of the Mortgage Collateral, shall have designated a successor servicer
in accordance with Section 7.02. Any such resignation shall not relieve the
Servicer of responsibility for any of the obligations specified in Sections 7.01
and 7.02 as obligations that survive the resignation or termination of the
Servicer. The Servicer shall have no claim (whether by subrogation or otherwise)
or other action against any Securityholder or the Credit Enhancer for any
amounts paid by the Servicer pursuant to any provision of this Servicing
Agreement. Any such determination permitting the resignation of the Servicer
shall be evidenced by an Opinion of Counsel to such effect delivered to the
Indenture Trustee and the Credit Enhancer.

         Section 6.05. DELEGATION OF DUTIES.

         In the ordinary course of business, the Servicer at any time may
delegate any of its duties hereunder to any Person, including any of its
Affiliates, who agrees to conduct such duties in accordance with standards
comparable to those with which the Servicer complies pursuant to Section 3.01.
Such delegation shall not relieve the Servicer of its liabilities and
responsibilities with respect to such duties and shall not constitute a
resignation within the meaning of Section 6.04.

         Section 6.06. SERVICER TO PAY INDENTURE TRUSTEE'S AND OWNER TRUSTEE'S
                       FEES AND EXPENSES; INDEMNIFICATION.

                  (a) The Servicer covenants and agrees to pay to the Owner
Trustee, the Indenture Trustee and any co-trustee of the Indenture Trustee from
time to time, and the Owner Trustee, the Indenture Trustee and any such
co-trustee shall be entitled to, reasonable compensation (which shall not be
limited by any provision of law in regard to the compensation of a trustee of an
express trust) for all services rendered by each of them in the execution of the
trusts created under the Trust Agreement and the Indenture and in the exercise
and performance



                                       22
<PAGE>

of any of the powers and duties under the Trust Agreement or the Indenture, as
the case may be, of the Owner Trustee, the Indenture Trustee and any co-trustee,
and the Servicer will pay or reimburse the Indenture Trustee and any co-trustee
upon request for all reasonable expenses, disbursements and advances incurred or
made by the Indenture Trustee or any co-trustee in accordance with any of the
provisions of this Servicing Agreement except any such expense, disbursement or
advance as may arise from its negligence or bad faith.

                  (b) The Servicer agrees to indemnify the Indenture Trustee and
the Owner Trustee for, and to hold the Indenture Trustee and the Owner Trustee,
as the case may be, harmless against, any loss, liability or expense incurred
without negligence or willful misconduct on its part, arising out of, or in
connection with, the acceptance and administration of the Company and the assets
thereof, including the costs and expenses (including reasonable legal fees and
expenses) of defending itself against any claim in connection with the exercise
or performance of any of its powers or duties under any Basic Document, provided
that:

                  (i) with respect to any such claim, the Indenture Trustee or
         Owner Trustee, as the case may be, shall have given the Servicer
         written notice thereof promptly after the Indenture Trustee or Owner
         Trustee, as the case may be, shall have actual knowledge thereof;

                  (ii) while maintaining control over its own defense, the
         Company, the Indenture Trustee or Owner Trustee, as the case may be,
         shall cooperate and consult fully with the Servicer in preparing such
         defense; and

                  (iii) notwithstanding anything in this Servicing Agreement to
         the contrary, the Servicer shall not be liable for settlement of any
         claim by the Indenture Trustee or the Owner Trustee, as the case may
         be, entered into without the prior consent of the Servicer, which
         consent shall not be unreasonably withheld.

         No termination of this Servicing Agreement shall affect the obligations
created by this Section 6.06 of the Servicer to indemnify the Indenture Trustee
and the Owner Trustee under the conditions and to the extent set forth herein.

         Notwithstanding the foregoing, the indemnification provided by the
Servicer in this Section 6.06(b) shall not pertain to any loss, liability or
expense of the Indenture Trustee or the Owner Trustee, including the costs and
expenses of defending itself against any claim, incurred in connection with any
actions taken by the Indenture Trustee or the Owner Trustee at the direction of
the Noteholders or Certificateholders, as the case may be, pursuant to the terms
of this Servicing Agreement.

                                  ARTICLE VII

                                     DEFAULT

         Section 7.01. SERVICING DEFAULT.

         If any one of the following events ("Servicing Default") shall occur
and be continuing:



                                       23
<PAGE>

                  (i) Any failure by the Servicer to deposit in the Collection
         Account, the Funding Account or Payment Account any deposit required to
         be made under the terms of this Servicing Agreement which continues
         unremedied for a period of five Business Days after the date upon which
         written notice of such failure shall have been given to the Servicer by
         the Company, the Issuer or the Indenture Trustee or to the Servicer,
         the Company, the Issuer and the Indenture Trustee by the Credit
         Enhancer; or

                  (ii) Failure on the part of the Servicer duly to observe or
         perform in any material respect any other covenants or agreements of
         the Servicer set forth in the Securities or in this Servicing
         Agreement, which failure, in each case, materially and adversely
         affects the interests of Securityholders or the Credit Enhancer and
         which continues unremedied for a period of 45 days after the date on
         which written notice of such failure, requiring the same to be
         remedied, and stating that such notice is a "Notice of Default"
         hereunder, shall have been given to the Servicer by the Company, the
         Issuer or the Indenture Trustee or to the Servicer, the Company, the
         Issuer and the Indenture Trustee by the Credit Enhancer; or

                  (iii) The entry against the Servicer of a decree or order by a
         court or agency or supervisory authority having jurisdiction in the
         premises for the appointment of a trustee, conservator, receiver or
         liquidator in any insolvency, conservatorship, receivership,
         readjustment of debt, marshaling of assets and liabilities or similar
         proceedings, or for the winding up or liquidation of its affairs, and
         the continuance of any such decree or order unstayed and in effect for
         a period of 60 consecutive days; or

                  (iv) The Servicer shall voluntarily go into liquidation,
         consent to the appointment of a conservator, receiver, liquidator or
         similar person in any insolvency, readjustment of debt, marshaling of
         assets and liabilities or similar proceedings of or relating to the
         Servicer or of or relating to all or substantially all of its property,
         or a decree or order of a court, agency or supervisory authority having
         jurisdiction in the premises for the appointment of a conservator,
         receiver, liquidator or similar person in any insolvency, readjustment
         of debt, marshaling of assets and liabilities or similar proceedings,
         or for the winding-up or liquidation of its affairs, shall have been
         entered against the Servicer and such decree or order shall have
         remained in force undischarged, unbonded or unstayed for a period of 60
         days; or the Servicer shall admit in writing its inability to pay its
         debts generally as they become due, file a petition to take advantage
         of any applicable insolvency or reorganization statute, make an
         assignment for the benefit of its creditors or voluntarily suspend
         payment of its obligations; or

                  (v) Any failure by the Seller (so long as the Seller is the
         Servicer) or the Servicer, as the case may be, to pay when due any
         amount payable by it under the terms of the Insurance Agreement which
         continues unremedied for a period of three (3) Business Days after the
         date upon which written notice of such failure shall have been given to
         the Seller (so long as the Seller is the Servicer) or the Servicer, as
         the case may be; or

                  (vi) Failure on the part of the Seller or the Servicer to duly
         perform in any material respect any covenant or agreement set forth in
         the Insurance Agreement, which



                                       24
<PAGE>

         failure in each case materially and adversely affects the interests of
         the Credit Enhancer and continues unremedied for a period of 60 days
         after the date on which written notice of such failure, requiring the
         same to be remedied, shall have been given to the Depositor, the
         Indenture Trustee, the Seller or the Servicer, as the case may be, by
         the Credit Enhancer.

then, and in every such case, other than that set forth in (vi) hereof, so long
as a Servicing Default shall not have been remedied by the Servicer, either the
Company, subject to the direction of the Indenture Trustee as pledgee of the
Mortgage Collateral, with the consent of the Credit Enhancer, or the Credit
Enhancer, by notice then given in writing to the Servicer (and to the Company
and the Issuer if given by the Credit Enhancer) and in the case of the event set
forth in (vi) hereof, the Credit Enhancer with the consent of Securityholders at
least 51% of the aggregate Principal Balance of the Notes and the Certificates
may terminate all of the rights and obligations of the Servicer as servicer
under this Servicing Agreement other than its right to receive servicing
compensation and expenses for servicing the Mortgage Loans hereunder during any
period prior to the date of such termination and the Company, subject to the
direction of the Indenture Trustee as pledgee of the Mortgage Collateral, with
the consent of the Credit Enhancer, or the Credit Enhancer may exercise any and
all other remedies available at law or equity. Any such notice to the Servicer
shall also be given to each Rating Agency, the Credit Enhancer, the Company and
the Issuer. On or after the receipt by the Servicer of such written notice, all
authority and power of the Servicer under this Servicing Agreement, whether with
respect to the Securities or the Mortgage Loans or otherwise, shall pass to and
be vested in the Company, subject to the direction of the Indenture Trustee as
pledgee of the Mortgage Collateral, pursuant to and under this Section 7.01;
and, without limitation, the Company is hereby authorized and empowered to
execute and deliver, on behalf of the Servicer, as attorney-in-fact or
otherwise, any and all documents and other instruments, and to do or accomplish
all other acts or things necessary or appropriate to effect the purposes of such
notice of termination, whether to complete the transfer and endorsement of each
Mortgage Loan and related documents, or other wise. The Servicer agrees to
cooperate with the Company in effecting the termination of the respon sibilities
and rights of the Servicer hereunder, including, without limitation, the
transfer to the Indenture Trustee for the administration by it of all cash
amounts relating to the Mortgage Loans that shall at the time be held by the
Servicer and to be deposited by it in the Collection Account, or that have been
deposited by the Servicer in the Collection Account or thereafter received by
the Servicer with respect to the Mortgage Loans. All reasonable costs and
expenses (including, but not limited to, attorneys' fees) incurred in connection
with amending this Servicing Agreement to reflect such succession as Servicer
pursuant to this Section 7.01 shall be paid by the predecessor Servicer (or if
the predecessor Servicer is the Indenture Trustee, the initial Servicer) upon
presentation of reason able documentation of such costs and expenses.

         Notwithstanding any termination of the activities of the Servicer
hereunder, the Servicer shall be entitled to receive, out of any late collection
of a payment on a Mortgage Loan which was due prior to the notice terminating
the Servicer's rights and obligations hereunder and received after such notice,
that portion to which the Servicer would have been entitled pursuant to Sections
3.03 and 3.09 as well as its Servicing Fee in respect thereof, and any other
amounts payable to the Servicer hereunder the entitlement to which arose prior
to the termination of its activities hereunder.



                                       25
<PAGE>

         Notwithstanding the foregoing, a delay in or failure of performance
under Section 7.01(i) or under Section 7.01(ii) after the applicable grace
periods specified in such Sections, shall not constitute a Servicer Default if
such delay or failure could not be prevented by the exercise of reasonable
diligence by the Servicer and such delay or failure was caused by an act of God
or the public enemy, acts of declared or undeclared war, public disorder,
rebellion or sabotage, epidemics, landslides, lightning, fire, hurricanes,
earthquakes, floods or similar causes. The preceding sentence shall not relieve
the Servicer from using reasonable efforts to perform its respective obligations
in a timely manner in accordance with the terms of this Servicing Agreement and
the Servicer shall provide the Indenture Trustee, the Credit Enhancer and the
Securityholders with notice of such fail ure or delay by it, together with a
description of its efforts to so perform its obligations. The Servicer shall
immediately notify the Indenture Trustee, the Credit Enhancer and the Owner
Trustee in writing of any Servicer Default.

         Section 7.02. INDENTURE TRUSTEE TO ACT; APPOINTMENT OF SUCCESSOR.

                  (a) On and after the time the Servicer receives a notice of
termination pursuant to Section 7.01 or sends a notice pursuant to Section 6.04,
the Indenture Trustee on behalf of the Noteholders shall be the successor in all
respects to the Servicer in its capacity as servicer under this Servicing
Agreement and the transactions set forth or provided for herein and shall be
subject to all the responsibilities, duties and liabilities relating thereto
placed on the Servicer by the terms and provisions hereof. Nothing in this
Servicing Agreement or in the Trust Agreement shall be construed to permit or
require the Indenture Trustee to (i) succeed to the responsibilities, duties and
liabilities of the initial Servicer in its capacity as Seller under the Mortgage
Loan Purchase Agreement, (ii) be responsible or accountable for any act or
omission of the Servicer prior to the issuance of a notice of termination
hereunder, (iii) require or obligate the Indenture Trustee, in its capacity as
successor Servicer, to purchase, repurchase or substitute any Mortgage Loan,
(iv) fund any losses on any Eligible Investment directed by any other Servicer,
or (v) be responsible for the representations and warranties of the Servicer. As
compensation therefor, the Indenture Trustee shall be entitled to such
compensation as the Servicer would have been entitled to hereunder if no such
notice of termination had been given. Notwithstanding the above, (i) if the
Indenture Trustee is unwilling to act as successor Servicer, or (ii) if the
Indenture Trustee is legally unable so to act, the Indenture Trustee on behalf
of the Mortgage Collateral holders may (in the situation described in clause
(i)) or shall (in the situation described in clause (ii)) appoint or petition a
court of competent jurisdiction to appoint any established housing and home
finance institution, bank or other mortgage loan or home equity loan servicer
having a net worth of not less than $10,000,000 as the successor to the Servicer
hereunder in the assumption of all or any part of the responsibilities, duties
or liabilities of the Servicer hereunder; provided that any such successor
Servicer shall be acceptable to the Credit Enhancer, as evidenced by the Credit
Enhancer's prior written consent which consent shall not be unreasonably
withheld and provided further that the appointment of any such successor
Servicer will not result in the qualification, reduction or withdrawal of the
ratings assigned to the Securities by the Rating Agencies. Pending appointment
of a successor to the Servicer hereunder, unless the Indenture Trustee is
prohibited by law from so acting, the Indenture Trustee shall act in such
capacity as hereinabove provided. In connection with such appointment and
assumption, the successor shall be entitled to receive compensation out of
payments on Mortgage Loans in an amount equal to the compensation which the
Servicer would otherwise have received pursuant to Section 3.09 (or such lesser
compensation as the Indenture Trustee and



                                       26
<PAGE>

such successor shall agree). Theappointment of a successor Servicer shall not
affect any liability of the predecessor Servicer which may have arisen under
this Servicing Agreement prior to its termination as Servicer (including,
without limitation, the obligation to purchase Mortgage Loans pursuant to
Section 3.01, to pay any deductible under an insurance policy pursuant to
Section 3.04 or to indemnify the Indenture Trustee pursuant to Section 6.06),
nor shall any successor Servicer be liable for any acts or omissions of the
predecessor Servicer or for any breach by such Servicer of any of its
representations or warranties contained herein or in any related document or
agreement. The Indenture Trustee and such successor shall take such action,
consistent with this Servicing Agreement, as shall be necessary to effectuate
any such succession.

                  (b) Any successor, including the Indenture Trustee on behalf
of the Noteholders, to the Servicer as Servicer shall during the term of its
service as Servicer (i) continue to service and administer the Mortgage Loans
for the benefit of the Securityholders, (ii) maintain in force a policy or
policies of insurance covering errors and omissions in the performance of its
obligations as Servicer hereunder and a fidelity bond in respect of its
officers, employees and agents to the same extent as the Servicer is so required
pursuant to Section 3.13.

                  (c) Any successor Servicer, including the Indenture Trustee on
behalf of the Mortgage Collateral holders, shall not be deemed in default or to
have breached its duties hereunder if the predecessor Servicer shall fail to
deliver any required deposit to the Collection Account or otherwise cooperate
with any required servicing transfer or succession hereunder.

         Section 7.03. NOTIFICATION TO SECURITYHOLDERS.

         Upon any termination or appointment of a successor to the Servicer
pursuant to this Article VII or Section 6.04, the Indenture Trustee shall give
prompt written notice thereof to the Securityholders, the Credit Enhancer, the
Company, the Issuer and each Rating Agency.

                                  ARTICLE VIII

                            MISCELLANEOUS PROVISIONS

         Section 8.01. AMENDMENT.

         This Servicing Agreement may be amended from time to time by the
parties hereto, provided that any amendment be accompanied by a letter from the
Rating Agencies that the amendment will not result in the downgrading or
withdrawal of the rating then assigned to the Securities and the consent of the
Credit Enhancer and the Indenture Trustee.

         Section 8.02. GOVERNING LAW.

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



                                       27
<PAGE>

         Section 8.03. NOTICES.

         All demands, notices and communications hereunder shall be in writing
and shall be deemed to have been duly given if personally delivered at or mailed
by certified mail, return receipt requested, to (a) in the case of the Servicer,
[Name and Address of Servicer], (b) in the case of the Credit Enhancer,
________________, ________, ______________, Attention: _________________,
___________________________, (c) in the case of [Moody's, ___________, 4th
Floor, 99 Church Street, New York, New York 10007], (d) in the case of [Standard
& Poor's, 55 Water Street, New York, New York 10041, Attention: Residential
Mortgage Surveillance Group], (e) in the case of [Fitch, Inc., One State Street
Plaza, 30th Floor, New York, New York 10004, (f) in the case of the Owner
Trustee, the Corporate Trust Office, and (g) in the case of the Issuer, to
Boardwalk Trust Series ____-__, c/o ______________________, __________________,
__________, ______________, Attention:__________________________, with a copy to
the Administrator at ______________ or, as to each party, at such other address
as shall be designated by such party in a written notice to each other party.
[Any notice required or permitted to be mailed to a Securityholder shall be
given by first class mail, postage prepaid, at the address of such
Securityholder as shown in the Register. Any notice so mailed within the time
prescribed in this Servicing Agreement shall be conclusively presumed to have
been duly given, whether or not the Securityholder receives such notice. Any
notice or other document required to be delivered or mailed by the Indenture
Trustee to any Rating Agency shall be given on a reasonable efforts basis and
only as a matter of courtesy and accommodation and the Indenture Trustee shall
have no liability for failure to delivery such notice or document to any Rating
Agency.]

         Section 8.04. SEVERABILITY OF PROVISIONS.

         If any one or more of the covenants, agreements, provisions or terms of
this Servicing 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 Servicing
Agreement and shall in no way affect the validity or enforceability of the other
provisions of this Servicing Agreement or of the Securities or the rights of the
Securityholders thereof.

         Section 8.05. THIRD-PARTY BENEFICIARIES.

         This Servicing Agreement will inure to the benefit of and be binding
upon the parties hereto, the Securityholders, the Credit Enhancer, the Owner
Trustee, the Indenture Trustee and their respective successors and permitted
assigns. Except as otherwise provided in this Servicing Agreement, no other
Person will have any right or obligation hereunder.

         Section 8.06. COUNTERPARTS.

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



                                       28
<PAGE>

         Section 8.07. EFFECT OF HEADINGS AND TABLE OF CONTENTS.

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

         Section 8.08. TERMINATION UPON PURCHASE BY THE SERVICER OR LIQUIDATION
                       OF ALL MORTGAGE LOANS.

         The respective obligations and responsibilities of the Servicer and the
Company created hereby shall terminate upon the last action required to be taken
by the Issuer pursuant to the Trust Agreement and by the Indenture Trustee
pursuant to the Indenture following the earlier of:

                  (i) the date on or before which the Indenture or Trust
         Agreement is terminated, or

                  (ii) the purchase by the Servicer from the Company of all
         Mortgage Loans and all property acquired in respect of any Mortgage
         Loan at a price equal to the greater of (a) 100% of the unpaid
         Principal Balance of each Mortgage Loan, plus accrued and unpaid
         interest thereon at the Weighted Average Net Mortgage Rate up to the
         day preceding the Payment Date on which such amounts are to be
         distributed to Securityholders, plus any amounts due and owing to the
         Credit Enhancer under the Insurance Agreement and (b) the fair market
         value of the Mortgage Loans as determined by two bids from competitive
         participants in the adjustable home equity loan market.

         The right of the Servicer to purchase the assets of the Company
pursuant to clause (ii) above is conditioned upon the Pool Balance as of the
Final Scheduled Payment Date being less than ten percent of the aggregate of the
Cut-Off Date Principal Balances of the Mortgage Loans. If such right is
exercised by the Servicer, the Servicer shall deposit the amount calculated
pursuant to clause (ii) above with the Indenture Trustee pursuant to Section
4.10 of the Indenture and, upon the receipt of such deposit, the Indenture
Trustee or relevant Custodian shall release to the Servicer, the files
pertaining to the Mortgage Loans being purchased.

         The Servicer, at its expense, shall prepare and deliver to the
Indenture Trustee and the Owner Trustee for execution, at the time the Mortgage
Loans are to be released to the Servicer, appropriate documents assigning each
such Mortgage Loan from the Company to the Servicer or the appropriate party.

         Section 8.09. CERTAIN MATTERS AFFECTING THE INDENTURE TRUSTEE.

         For all purposes of this Servicing Agreement, in the performance of any
of its duties or in the exercise of any of its powers hereunder, the Indenture
Trustee shall be subject to and entitled to the benefits of Article VI of the
Indenture.

         Section 8.10. AUTHORITY OF THE ADMINISTRATOR.

         Each of the parties to this Agreement acknowledges that the Issuer and
the Owner Trustee have each appointed the Administrator to act as its agent to
perform the duties and obligations of the Issuer hereunder. Unless otherwise
instructed by the Issuer or the Owner



                                       29
<PAGE>

Trustee, copies of all notices, requests, demands and other documents to be
delivered to the Issuer or the Owner Trustee pursuant to the terms hereof shall
be delivered to the Administrator. Unless otherwise instructed by the Issuer or
the Owner Trustee, all notices, requests, demands and other documents to be
executed or delivered, and any action to be taken, by the Issuer or the Owner
Trustee pursuant to the terms hereof may be executed, delivered and/or taken by
the Administrator pursuant to the Administration Agreement.]






                                       30
<PAGE>




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

                               [NAME OF SERVICER], as Servicer

                               By:

                               _______________________________________
                               Title:

                               BOARDWALK MORTGAGE SECURITIES INC., as Company

                               By:

                               _______________________________________
                               Title



<PAGE>



                                    EXHIBIT D
                           FORM OF REQUEST FOR RELEASE

DATE:

TO:

RE:      REQUEST FOR RELEASE OF DOCUMENTS

In connection with your administration of the Mortgage Collateral, we request
the release of the Mortgage File described below.

Servicing Agreement Dated:
Series #:
Account #:
Pool #:
Loan #:
Borrower Name(s):
Reason for Document Request: (CIRCLE ONE)

                    Mortgage Loan     Prepaid in Full Mortgage Loan Repurchased

"We hereby certify that all amounts received or to be received in connection
with such payments which are required to be deposited have been or will be so
deposited as provided in the Servicing Agreement."

--------------------------
[Name of Servicer]
Authorized Signature
*******************************************************************************

TO CUSTODIAN/INDENTURE TRUSTEE: Please acknowledge this request, and check off
documents being enclosed with a copy of this form. You should retain this form
for your files in accordance with the terms of the Servicing Agreement.

         Enclosed Documents:

         [  ]  Promissory Note
         [  ]  Primary Insurance Policy
         [  ]  Mortgage or Deed of Trust
         [  ]  Assignment(s) of Mortgage or
         [  ]  Trust
         [  ]  Title Insurance Policy
         [  ]  Other:  ___________________________

                                                     -------------------------
                                                     Name:
                                                     -------------------------
                                                     Title:
                                                     -------------------------
                                                     Date: