EXHIBIT 4.2




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                                 CWHEQ, INC.,

                                   Depositor

                        [COUNTRYWIDE HOME LOANS, INC.],

                                    Seller

                    [COUNTRYWIDE HOME LOANS SERVICING LP],

                                Master Servicer

                                      and

                            _____________________,

                                    Trustee




                    ______________________________________

                        POOLING AND SERVICING AGREEMENT

                         Dated as of __________, 200_
                    ______________________________________


                   ASSET BACKED CERTIFICATES, SERIES 200_-_






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<PAGE>

                               Table of Contents

                                                                          Page
                                                                          ----


                                  ARTICLE I.
                                  DEFINITIONS

Section 1.01    Defined Terms................................................5
Section 1.02    Certain Interpretive Provisions.............................38

                                  ARTICLE II.
                         CONVEYANCE OF MORTGAGE LOANS;
                        REPRESENTATIONS AND WARRANTIES

Section 2.01    Conveyance of Mortgage Loans................................40
Section 2.02    Acceptance by Trustee of the Mortgage Loans.................44
Section 2.03    Representations, Warranties and Covenants of
                the Master Servicer and the Seller..........................46
Section 2.04    Representations and Warranties of the Depositor.............57
Section 2.05    Delivery of Opinion of Counsel in Connection with
                Substitutions and Repurchases...............................58
Section 2.06    Authentication and Delivery of Certificates.................59
Section 2.07    Covenants of the Master Servicer............................59

                                 ARTICLE III.
                ADMINISTRATION AND SERVICING OF MORTGAGE LOANS

Section 3.01    Master Servicer to Service Mortgage Loans...................60
Section 3.02    Subservicing; Enforcement of the Obligations
                of Master Servicer..........................................61
Section 3.03    Rights of the Depositor, the Seller, the Certificateholders,
                the NIM Insurer and the Trustee in Respect of
                the Master Servicer.........................................62
Section 3.04    Trustee to Act as Master Servicer...........................63
Section 3.05    Collection of Mortgage Loan Payments;
                Certificate Account; Distribution Account;
                Seller Shortfall Interest Requirement.......................63
Section 3.06    Collection of Taxes, Assessments and Similar Items;
                Escrow Accounts.............................................66
Section 3.07    Access to Certain Documentation and
                Information Regarding the Mortgage Loans....................67
Section 3.08    Permitted Withdrawals from the Certificate Account,
                Distribution Account, [the Carryover Reserve Fund]
                and the Principal Reserve Fund..............................67
Section 3.09    [Reserved]..................................................70
Section 3.10    Maintenance of Hazard Insurance.............................70
Section 3.11    Enforcement of Due-On-Sale Clauses; Assumption Agreements...71
Section 3.12    Realization Upon Defaulted Mortgage Loans;
                Determination of Excess Proceeds and Realized Losses;
                Repurchase of Certain Mortgage Loans........................72
Section 3.13    Trustee to Cooperate; Release of Mortgage Files.............75
Section 3.14    Documents, Records and Funds in Possession of
                Master Servicer to be Held for the Trustee..................77

                                      i

<PAGE>

Section 3.15    Servicing Compensation......................................77
Section 3.16    Access to Certain Documentation.............................77
Section 3.17    Annual Statement as to Compliance...........................78
Section 3.18    Annual Independent Public Accountants' Servicing
                Statement; Financial Statements.............................78
Section 3.19    Prepayment Charges..........................................79

                                  ARTICLE IV.
              DISTRIBUTIONS AND ADVANCES BY THE MASTER SERVICER

Section 4.01    Advances....................................................80
Section 4.02    Reduction of Servicing Compensation in Connection with
                Prepayment Interest Shortfalls..............................81
Section 4.03    [Reserved]..................................................82
Section 4.04    Distributions...............................................82
Section 4.05    Monthly Statements to Certificateholders....................86
Section 4.06    [Reserved]..................................................89
Section 4.07    [Reserved]..................................................89
Section 4.08    [Reserved]..................................................89
Section 4.09    [Carryover Reserve Fund.....................................89

                                  ARTICLE V.
                               THE CERTIFICATES

Section 5.01    The Certificates............................................90
Section 5.02    Certificate Register; Registration of Transfer and
                Exchange of Certificates....................................91
Section 5.03    Mutilated, Destroyed, Lost or Stolen Certificates...........95
Section 5.04    Persons Deemed Owners.......................................95
Section 5.05    Access to List of Certificateholders' Names and Addresses...95
Section 5.06    Book-Entry Certificates.....................................96
Section 5.07    Notices to Depository.......................................97
Section 5.08    Definitive Certificates.....................................97
Section 5.09    Maintenance of Office or Agency.............................97

                                  ARTICLE VI.
               THE DEPOSITOR, THE MASTER SERVICER AND THE SELLER

Section 6.01    Respective Liabilities of the Depositor,
                the Master Servicer and the Seller..........................98
Section 6.02    Merger or Consolidation of the Depositor,
                the Master Servicer or the Seller...........................98
Section 6.03    Limitation on Liability of the Depositor,
                the Seller, the Master Servicer, the NIM Insurer and
                Others......................................................98
Section 6.04    Limitation on Resignation of Master Servicer................99
Section 6.05    Errors and Omissions Insurance; Fidelity Bonds..............99

                                     -ii-

<PAGE>

                                 ARTICLE VII.
                    DEFAULT; TERMINATION OF MASTER SERVICER

Section 7.01    Events of Default..........................................101
Section 7.02    Trustee to Act; Appointment of Successor...................102
Section 7.03    Notification to Certificateholders.........................104

                                 ARTICLE VIII.
                            CONCERNING THE TRUSTEE

Section 8.01    Duties of Trustee..........................................105
Section 8.02    Certain Matters Affecting the Trustee......................106
Section 8.03    Trustee Not Liable for Mortgage Loans......................107
Section 8.04    Trustee May Own Certificates...............................107
Section 8.05    Master Servicer to Pay Trustee's Fees and Expenses.........107
Section 8.06    Eligibility Requirements for Trustee.......................108
Section 8.07    Resignation and Removal of Trustee.........................108
Section 8.08    Successor Trustee..........................................109
Section 8.09    Merger or Consolidation of Trustee.........................110
Section 8.10    Appointment of Co-Trustee or Separate Trustee..............110
Section 8.11    Tax Matters................................................111
Section 8.12    Access to Records of the Trustee...........................114
Section 8.13    Suits for Enforcement......................................114

                                  ARTICLE IX.
                                  TERMINATION

Section 9.01    Termination upon Liquidation or
                Repurchase of all Mortgage Loans...........................115
Section 9.02    Final Distribution on the Certificates.....................115
Section 9.03    Additional Termination Requirements........................117

                                  ARTICLE X.
                           MISCELLANEOUS PROVISIONS

Section 10.01   Amendment..................................................118
Section 10.02   Recordation of Agreement; Counterparts.....................119
Section 10.03   Governing Law..............................................119
Section 10.04   Intention of Parties.......................................120
Section 10.05   Notices....................................................120
Section 10.06   Severability of Provisions.................................121
Section 10.07   Assignment.................................................121
Section 10.08   Limitation on Rights of Certificateholders.................121
Section 10.09   Inspection and Audit Rights................................122
Section 10.10   Certificates Nonassessable and Fully Paid..................123
Section 10.11   Rights of NIM Insurer......................................123


                                    -iii-

<PAGE>


EXHIBIT A              Forms of Certificates
     EXHIBIT A-1            Form of Class A-[1] Certificate
     EXHIBIT A-2            Form of Class A-__ Certificate
     EXHIBIT A-3            Form of Class A-__ Certificate
     EXHIBIT A-4            Form of Class A-__ Certiticate
     EXHIBIT A-5            Form of Class A-__ Certificate
     EXHIBIT A-6            Form of Class A-IO Certificate
     EXHIBIT A-7            Form of Class M-[1] Certificate
     EXHIBIT A-8            Form of Class M-[2] Certificate
     EXHIBIT A-9            Form of Class B-[1] Certificate
EXHIBIT B              Form of [Class P] Certificate
EXHIBIT C              Form of [Class C] Certificate
EXHIBIT D              Form of Class A-R Certificate
EXHIBIT E              Form of Tax Matters Person Certificate (Class A-R)
EXHIBIT F              Mortgage Loan Schedules
     EXHIBIT F-1            List of Mortgage Loans
     EXHIBIT F-2            Mortgage Loans for which All or a Portion of
                              a Related Mortgage File is not Delivered
                              to the Trustee on or prior to the
                              Closing Date
EXHIBIT G              Forms of Certification of Trustee
     EXHIBIT G-1            Form of Initial Certification of Trustee
     EXHIBIT G-2            Form of Interim Certification of Trustee
     EXHIBIT G-3            Form of Delay Delivery Certification
EXHIBIT H              Form of Final Certification of Trustee
EXHIBIT I              Transfer Affidavit for Class A-R Certificates
EXHIBIT J-1            Form of Transferor Certificate for Class A-R Certificates
EXHIBIT J-2            Form of Transferor Certificate for Private Certificates
EXHIBIT K              Form of Investment Letter (Non-Rule 144A)
EXHIBIT L-1            Form of Rule 144A Letter (Non-NIM Trustee)
EXHIBIT L-2            Form of Rule 144A Letter (NIM Trustee)
EXHIBIT M              Form of Request for Document Release
EXHIBIT N              Form Request for File Release
EXHIBIT O              Copy of Depository Agreement





                                     -iv-

<PAGE>

        POOLING AND SERVICING AGREEMENT, dated as of __________, 200_, by and
among CWHEQ, INC., a Delaware corporation, as depositor (the "Depositor"),
[COUNTRYWIDE HOME LOANS, INC., a New York corporation], as seller (the
"Seller"), [COUNTRYWIDE HOME LOANS SERVICING LP, a Texas limited partnership],
as master servicer (the "Master Servicer"), and ___________________, a
__________ as trustee (the "Trustee").

                             PRELIMINARY STATEMENT

     The Depositor is the owner of the Trust Fund that is hereby conveyed to
the Trustee in return for the Certificates. As provided herein, the Trustee
will elect that the Trust Fund [(except for the Carryover Reserve Fund)] be
treated for federal income tax purposes as comprising three real estate
mortgage investment conduits (each a "REMIC" or, in the alternative, the
"Lower Tier REMIC," the "Middle Tier REMIC" and the "Upper Tier REMIC"
respectively). The Lower Tier REMIC will hold as assets all property of the
Trust Fund [(except for the Carryover Reserve Fund)] and will be evidenced by
(i) the Lower Tier REMIC Regular Interests, which will be uncertificated and
will represent the "REMIC regular interests" in the Lower Tier REMIC, and (ii)
the Class R-[1] Interest, which will represent the "REMIC residual interest"
in the Lower Tier REMIC. The Middle Tier REMIC will hold as assets the Lower
Tier REMIC Regular Interests and will be evidenced by (i) the Middle Tier
REMIC Regular Interests, which will be uncertificated and will represent the
"REMIC regular interests" in the Lower Tier REMIC, and (ii) the Class R-[2]
Interest, which will represent the "REMIC residual interest" in the Lower Tier
REMIC. The Upper Tier REMIC will hold as assets the Middle Tier REMIC Regular
Interests and will be evidenced by: (i) the Certificates, each of which (other
than the Class A-R Certificate) will represent ownership of one or more "REMIC
regular interests" in the Upper Tier REMIC, and (ii) the Class R-[3] Interest,
which will represent the "REMIC residual interest" in the Upper Tier REMIC.
The Class A-R Certificate will represent ownership of the sole class of "REMIC
residual interest" in each of the Lower Tier REMIC, the Middle Tier REMIC and
the Upper Tier REMIC. The latest possible maturity date of all REMIC regular
interests created herein shall be the Latest Possible Maturity Date.

     The following table specifies the class designation, interest rate, and
principal amount for each class of Lower Tier REMIC Interest:

                           (Continued on next page)




                                     -1-
<PAGE>

Lower Tier REMIC Interests
--------------------------

<TABLE>
<CAPTION>

                                     Uncertificated                           Uncertificated Lower REMIC
    Class                           Principal Balance                              Pass-Through Rate
------------- ---------------------------------------------------------- ------------------------------------
<S>           <C>                                                        <C>
LT-NAS                                  $_________                                         (1)
LT-Support             Pool Stated Principal Balance less $_________                       (1)
LT-P                                    $_________                                         (2)
LT-[$100]                               $_________                                         (1)
R-[1]                                       N/A                                            (3)

</TABLE>

(1)  The weighted average Adjusted Net Mortgage Rate.

(2)  The LT-P Interest does not pay any interest and is entitled to all
     Prepayment Charges on the underlying Mortgage Loans.

(3)  The Class R-[1] Interest is the sole class of residual interest in the
     Lower Tier REMIC. It does not have an interest rate or a principal
     balance.

           The following table specifies the class designation, interest rate,
and principal amount for each class of Middle Tier REMIC Interest:

Middle Tier REMIC Interests
---------------------------

----------------- ------------------ ----------------- -------------------------
  Middle Tier       Initial Class
  REMIC Class         Principal       Class Interest      Corresponding Class
  Designation          Balance              Rate            of Certificates
  -----------          --------             -----         -------------------
----------------- ------------------ ----------------- -------------------------
MT-A-[1]                 (1)                 (2)              Class A-[1]
----------------- ------------------ ----------------- -------------------------
MT-A-__                  (1)                 (2)              Class A-__
----------------- ------------------ ----------------- -------------------------
MT-A-__                  (1)                 (2)              Class A-__
----------------- ------------------ ----------------- -------------------------
MT-A-__                  (1)                 (2)              Class A-__
----------------- ------------------ ----------------- -------------------------
MT-A-__                  (1)                 (2)              Class A-__
----------------- ------------------ ----------------- -------------------------
MT-A-IO                  (3)                 (4)              Class A-IO
----------------- ------------------ ----------------- -------------------------
MT-[$100]                (1)                 (2)               Class A-R
----------------- ------------------ ----------------- -------------------------
MT-M-[1]                 (1)                 (2)              Class M-[1]
----------------- ------------------ ----------------- -------------------------
MT-M-[2]                 (1)                 (2)              Class M-[2]
----------------- ------------------ ----------------- -------------------------
MT-B-[1]                 (1)                 (2)              Class B-[1]
----------------- ------------------ ----------------- -------------------------
MT-[P]                   (1)                 (5)               [Class P]
----------------- ------------------ ----------------- -------------------------
MT-Accrual               (1)                 (2)                  N/A
----------------- ------------------ ----------------- -------------------------
R-[2]                    (6)                 (6)                  N/A
----------------- ------------------ ----------------- -------------------------

     (1) The Class MT-A-[1] Interest, Class MT-A-__ Interest, Class MT-A-__
Interest, Class MT-A-__ Interest, Class MT-A-__ Interest, Class MT-[$100]
Interest, Class MT-M-[1] Interest,


                                     -2-
<PAGE>

Class MT-M-[2] Interest, Class MT-B-[1] Interest and Class MT-[P]
Interest(each such class hereafter referred to as an "Accretion Directed
Class") each have a principal balance that is initially equal to 50% of its
corresponding Certificate Class issued by the Upper Tier REMIC. Principal
payments, both scheduled and prepaid, Realized Losses, Subsequent Recoveries
and interest accruing on the Class MT-Accrual Interest will be allocated to
each of the foregoing classes to maintain each Class' size relative to its
Corresponding Certificate Class (i.e., 50%) with any excess payments of
principal, Realized Losses and Subsequent Recoveries being allocated to the
Class MT-Accrual Interest in such manner as to cause the principal balance of
the Class MT-Accrual Interest to have a principal balance equal to (a) 50% of
the aggregate principal balances of the Mortgage Loans for such Distribution
Date plus (b) 50% of the Overcollateralized Amount for such Distribution Date.

     (2) The interest rate with respect to any Distribution Date (and the
related Accrual Period) for these Middle Tier REMIC Interests is a per annum
rate equal to the Net Rate Cap in the respect of the Certificates other than
the Class A-IO Certificates.

     (3) Notional balance equal to the Class A-IO Notional Balance. No
principal will be paid on the Class A-IO Certificates.

     (4) The interest rate with respect to this Lower Tier REMIC Interest is
equal to the Class A-IO Pass-Through Rate.

     (5) The Class MT-[P] Interest does not pay any interest and is entitled
to all Prepayment Charges on the underlying Mortgage Loans.

     (6) The Class R-[2] Interest will be the sole class of residual interest
in the Middle Tier REMIC. It does not have an interest rate or a principal
balance.

           The following table sets forth characteristics of the Certificates in
the Upper Tier REMIC, each of which Certificates, except for the Class A-R
Certificates, is hereby designated as a "regular interest" in the Upper Tier
REMIC.


                              Original Certificate
        Class                   Principal Balance           Pass-Through Rate
                        -------------------------------- -----------------------
        A-[1]                       $_________                     (1)
        A-__                       $_________                      (1)
        A-__                       $_________                      (1)
        A-__                       $_________                      (1)
        A-__                       $_________                      (1)
        A-IO                          (2)                          (1)
         A-R                         $100(3)                       (1)
        M-[1]                      $_________                      (1)
        M-[2]                      $_________                      (1)
        B-[1]                      $_________                      (1)
         [C]                           N/A                         (4)
         [P]                          $100                         (5)



                                     -3-
<PAGE>

(1)  The Certificates will accrue interest at the related Pass-Through Rates
     identified in this Agreement.
(2)  Notional balance equal to the Class A-IO Notional Balance. No principal
     will be paid on the Class A-IO Certificates.
(3)  The Class A-R Certificate will represent the sole class of residual
     interest in each of the Lower-Tier, Middle-Tier and Upper Tier REMIC.
(4)  For each Interest Accrual Period the [Class C] Certificates are entitled
     to a specified portion of the interest on the Mortgage Loans equal to the
     excess of the Net Rate Cap in respect of the Certificates (other than the
     Class A-IO Certificates) over the product of two and the weighted average
     of the Middle-Tier REMIC Interests with the Middle-Tier REMIC Accretion
     Directed Interests subject to a cap equal to the Pass-Through Rate of the
     corresponding Certificate Class and the Middle-Tier REMIC Accrual Class
     subject to a cap of 0.00%. The Pass-Through Rate of the [Class C]
     Certificates will be a rate sufficient to entitle it to all interest
     accrued on the Mortgage Loans less the interest accrued on the other
     interests issued by the Master REMIC.
(5)  For each Distribution Date the [Class P] Certificates are entitled to all
     Prepayment Charges distributed with respect to the [P] Interests.


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

     The foregoing REMIC structure is intended to cause all of the cash from
the Mortgage Loans to flow through to the Upper Tier REMIC as cash flow on a
REMIC regular interest, without creating any shortfall--actual or potential
(other than for credit losses) to any REMIC regular interest. To the extent
that the structure is believed to diverge from such intention the Trustee
shall resolve ambiguities to accomplish such result and shall to the extent
necessary rectify any drafting errors or seek clarification to the structure
without Certificateholder approval (but with guidance of counsel selected by
it with due care and which has substantial experience with similar REMIC
structures) to accomplish such intention.








                                     -4-
<PAGE>


                                  ARTICLE I.

                                  DEFINITIONS

            Section 1.01   Defined Terms.

            In addition to those defined terms defined in Section 1.02,
whenever used in this Agreement, the following words and phrases, unless the
context otherwise requires, shall have the following meanings:

            Accrual Period: With respect to the Class A-[1] Certificates and
any Distribution Date, the period commencing on the immediately preceding
Distribution Date (or, in the case of the first Distribution Date, the Closing
Date) and ending on the day immediately preceding such Distribution Date. With
respect to each Class of Certificates other than the Class A-[1] Certificates,
the calendar month immediately preceding such Distribution Date. All
calculations of interest on the Class A-[1] Certificates will be made on the
basis of the actual number of days elapsed in the related Accrual Period and
on a 360 day year. All calculations of interest on each Class of Certificates
other than the Class A-[1] Certificates will be made on the basis of a 360-day
year consisting of twelve 30-day months.

            Adjusted Net Mortgage Rate: As to each Mortgage Loan, the Mortgage
Rate less the Expense Fee Rate.

            Advance: The aggregate of the advances required to be made by the
Master Servicer with respect to any Distribution Date pursuant to Section
4.01, the amount of any such advances being equal to the aggregate of payments
of principal and interest (net of the Servicing Fees) on the Mortgage Loans
that were due on the related Due Date and not received by the Master Servicer
as of the close of business on the related Determination Date including an
amount equivalent to interest on each Mortgage Loan as to which the related
Mortgaged Property is an REO Property; provided, however, that the net monthly
rental income (if any) from such REO Property deposited in the Certificate
Account for such Distribution Date pursuant to Section 3.12 may be used to
offset such Advance for the related REO Property; provided, further, that for
the avoidance of doubt, no Advances shall be required to be made in respect of
any Liquidated Mortgage Loan.

            Aggregate Class A Certificate Principal Balance: As to any date of
determination, the sum of (i) the Class A-[1] Certificate Principal Balance,
(ii) the Class A-__ Certificate Principal Balance, (iii) the Class A-__
Certificate Principal Balance, (iv) the Class A-__ Certificate Principal
Balance and (v) the Class A-__ Certificate Principal Balance.

            Agreement: This Pooling and Servicing Agreement and any and all
amendments or supplements hereto made in accordance with the terms herein.

            Amount Held for Future Distribution: As to any Distribution Date,
the aggregate amount held in the Certificate Account at the close of business
on the immediately preceding Determination Date on account of (i) all
Scheduled Payments or portions thereof received in


                                     -5-
<PAGE>

respect of the Mortgage Loans due after the related Due Date, (ii) Principal
Prepayments and Liquidation Proceeds received in respect of such Mortgage
Loans after the last day of the related Prepayment Period and (iii)
Liquidation Proceeds and Subsequent Recoveries received in respect of such
Mortgage Loans after the last day of the related Due Period.

            Applied Realized Loss Amount: With respect to any Distribution
Date the sum of the Realized Losses with respect to the Mortgage Loans which
are to be applied in reduction of the Certificate Principal Balance of the
Subordinate Certificates pursuant to this Agreement, which shall equal the
amount, if any, by which, Certificate Principal Balance of all Certificates
(after all distributions of principal on such Distribution Date) exceeds the
sum of the Stated Principal Balances of the Mortgage Loans for such
Distribution Date.

            Appraised Value: The appraised value of the Mortgaged Property
based upon the appraisal made for the Seller by a fee appraiser at the time of
the origination of the related Mortgage Loan, or the sales price of the
Mortgaged Property at the time of such origination, whichever is less, or with
respect to any Mortgage Loan originated in connection with a refinancing, the
appraised value of the Mortgaged Property based upon the appraisal made at the
time of such refinancing.

            Bankruptcy Code: Title 11 of the United States Code.

            Book-Entry Certificates: Any of the Certificates that shall be
registered in the name of the Depository or its nominee, the ownership of
which is reflected on the books of the Depository or on the books of a person
maintaining an account with the Depository (directly, as a "Depository
Participant", or indirectly, as an indirect participant in accordance with the
rules of the Depository and as described in Section 5.06). As of the Closing
Date, each Class of Regular Certificates constitutes a Class of Book-Entry
Certificates.

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

            [Carryover Reserve Fund: The separate Eligible Account created and
initially maintained by the Trustee pursuant to Section 4.08 in the name of
the Trustee for the benefit of the Certificateholders and designated
"____________________ in trust for registered holders of CWHEQ, Inc.,
Asset-Backed Certificates, Series 200_-_". Funds in the Carryover Reserve Fund
shall be held in trust for the Certificateholders for the uses and purposes
set forth in this Agreement.]

            Certificate: Any one of the certificates of any Class executed and
authenticated by the Trustee in substantially the forms attached hereto as
Exhibits A-1 through A-9, Exhibit B, Exhibit C, Exhibit D and Exhibit E.

            Certificate Account: The separate Eligible Account created and
initially maintained by the Master Servicer pursuant to Section 3.05(b) with a
depository institution in the name of the Master Servicer for the benefit of
the Trustee on behalf of the Certificateholders and designated "Countrywide
Home Loans, Inc. in trust for registered holders of CWHEQ, Inc.,


                                     -6-
<PAGE>

Asset-Backed Certificates, Series 200_-_". Funds in the Certificate Account
shall be held in trust for the Certificateholders for the uses and purposes
set forth in this Agreement.

            Certificate Account Deposit: An amount equal to the aggregate of
all amounts in respect of (i) principal of the Mortgage Loans due on or after
the Cut-off Date and received by the Master Servicer before the Closing Date
and not applied in computing the Cut-off Date Principal Balance thereof and
(ii) interest on the Mortgage Loans due after the Cut-off Date and received by
the Master Servicer before the Closing Date.

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

            Certificate Principal Balance: As to any Certificate (other than
any Class A-IO or [Class C] Certificates) and as of any Distribution Date, the
Initial Certificate Principal Balance of such Certificate (A) less the sum of
(i) all amounts distributed with respect to such Certificate in reduction of
the Certificate Principal Balance thereof on previous Distribution Dates
pursuant to Section 4.04, and (ii) with respect to any Subordinate
Certificates, any Applied Realized Loss Amounts allocated to such Certificate
on previous Distribution Dates pursuant to Section 4.04 4.04, and (B)
increased by, with respect to the Subordinate Certificates, any Subsequent
Recoveries allocated to such Subordinate Certificate pursuant to Section 4.04
on such Distribution Date. References herein to the Certificate Principal
Balance of a Class of Certificates shall mean the Certificate Principal
Balances of all Certificates in such Class. The Class A-IO Certificates shall
have no Certificate Principal Balance, and any reference to the Certificate
Principal Balance of the Certificates shall not include the Class A-IO
Notional Amount. The [Class C] Certificates do not have a Certificate
Principal Balance.

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

            Certificateholder or Holder: The person in whose name a
Certificate is registered in the Certificate Register (initially, Cede & Co.,
as nominee for the Depository, in the case of any Class of Regular
Certificates), except that solely for the purpose of giving any consent
pursuant to this Agreement, any Certificate registered in the name of the
Depositor or any affiliate of the Depositor shall be deemed not to be
Outstanding and the Voting Interest evidenced thereby shall not be taken into
account in determining whether the requisite amount of Voting Interests
necessary to effect such consent has been obtained; provided that if any such
Person (including the Depositor) owns 100% of the Voting Interests evidenced
by a Class of Certificates, such Certificates shall be deemed to be
Outstanding for purposes of any provision hereof (other than the second
sentence of Section 10.01 hereof) that requires the consent of the Holders of
Certificates of a particular Class as a condition to the taking of any action
hereunder. The Trustee is entitled to rely conclusively on a certification of
the Depositor or any affiliate of the Depositor in determining which
Certificates are registered in the name of an affiliate of the Depositor.

            Class: All Certificates bearing the same Class designation as set
forth in Section 5.01 hereof.



                                     -7-
<PAGE>

            Class A Certificates: The Class A-[1] Certificates, the Class A-__
Certificates, the Class A-__ Certificates, the Class A-__ Certificates and the
Class A-__ Certificates.

            Class A Principal Distribution Amount: With respect to any
Distribution Date, the excess of (A) Aggregate Class A Certificate Principal
Balance immediately prior to such Distribution Date over (B) the lesser of (i)
____% of the aggregate Stated Principal Balances of the Mortgage Loans for
such Distribution Date and (ii) the aggregate Stated Principal Balances of the
Mortgage Loans for such Distribution Date minus the OC Floor.

            Class A-[1] Certificate: Any Certificate designated as a "Class
A-[1] Certificate" on the face thereof, in the form of Exhibit A-1 hereto,
representing the right to distributions as set forth herein.

            Class A-[1] Certificate Principal Balance: As of any date of
determination, the Certificate Principal Balance of the Class A-[1]
Certificates.

            Class A-[1] Current Interest: For any Distribution Date, the
interest accrued during the related Accrual Period at the Class A-[1]
Pass-Through Rate on the Class A-[1] Certificate Principal Balance immediately
prior to such Distribution Date plus any amount previously distributed with
respect to interest for such Class that is recovered as a voidable preference
by a trustee in bankruptcy.

            Class A-[1] Interest Carry Forward Amount: For any Distribution
Date, the excess of (a) the Class A-[1] Current Interest with respect to prior
Distribution Dates over (b) the amount actually distributed to the Class A-[1]
Certificates with respect to interest on such prior Distribution Dates.

            Class A-[1] Interest Carryover Amount: For any Distribution Date
on which the Pass-Through Rate for the Class A-[1] Certificates is based upon
the Net Rate Cap, the sum of (A) the excess of (i) the amount of interest that
would otherwise have accrued on the Class A-[1] Certificates during the
related Accrual Period for such Class had such rate been calculated at
One-Month LIBOR plus the Class A-[1] Margin for such Distribution Date, over
(ii) the amount of interest accrued on the Class A-[1] Certificates at the Net
Rate Cap during such Accrual Period and (B) the Class A-[1] Interest Carryover
Amount for all previous Distribution Dates not previously paid pursuant to
Section 4.04, together with interest thereon at the Class A-[1] Pass-Through
Rate (without giving effect to the Net Rate Cap).

            Class A-[1] Margin: ____% per annum.

            Class A-[1] Pass-Through Rate: For the first Distribution Date,
____% per annum, and, for any Distribution Date thereafter, the lesser of (i)
One-Month LIBOR plus the Class A-[1] Margin and (ii) the Net Rate Cap for such
Distribution Date.

            Class A-__ Certificate: Any Certificate designated as a "Class
A-__ Certificate" on the face thereof, in the form of Exhibit A-2 hereto,
representing the right to distributions as set forth herein.



                                     -8-
<PAGE>

            Class A-__ Certificate Principal Balance: As of any date of
determination, the Certificate Principal Balance of the Class A-__
Certificates.

            Class A-__ Current Interest: For any Distribution Date, the
interest accrued during the related Accrual Period at the Class A-__
Pass-Through Rate on the Class A-__ Certificate Principal Balance immediately
prior to such Distribution Date plus any amount previously distributed with
respect to interest for such Class that is recovered as a voidable preference
by a trustee in bankruptcy.

            Class A-__ Fixed Rate: ____% per annum.

            Class A-__ Interest Carry Forward Amount: For any Distribution
Date, the excess of (a) the Class A-__ Current Interest with respect to prior
Distribution Dates over (b) the amount actually distributed to the Class A-__
Certificates with respect to interest on such prior Distribution Dates.

            Class A-__ Interest Carryover Amount: For any Distribution Date on
which the Pass-Through Rate for the Class A-__ Certificates is based upon the
Net Rate Cap, the sum of (A) the excess of (i) the amount of interest that
would otherwise have accrued on the Class A-__ Certificates during the related
Accrual Period for such Class had such rate been calculated at the Class A-__
Fixed Rate for such Distribution Date, over (ii) the amount of interest
accrued on the Class A-__ Certificates at the Net Rate Cap during such Accrual
Period and (B) the Class A-__ Interest Carryover Amount for all previous
Distribution Dates not previously paid pursuant to Section 4.04, together with
interest thereon at the Class A-__ Pass-Through Rate (without giving effect to
the Net Rate Cap).

            Class A-__ Pass-Through Rate: For any Distribution Date, the
lesser of (i) the Class A-__ Fixed Rate and (ii) the Net Rate Cap for such
Distribution Date.

            Class A-__ Certificate: Any Certificate designated as a "Class
A-__ Certificate" on the face thereof, in the form of Exhibit A-3 hereto,
representing the right to distributions as set forth herein.

            Class A-__ Certificate Principal Balance: As of any date of
determination, the Certificate Principal Balance of the Class A-__
Certificates.

            Class A-__ Current Interest: For any Distribution Date, the
interest accrued during the related Accrual Period at the Class A-__
Pass-Through Rate on the Class A-__ Certificate Principal Balance immediately
prior to such Distribution Date plus any amount previously distributed with
respect to interest for such Class that is recovered as a voidable preference
by a trustee in bankruptcy.

            Class A-__ Fixed Rate: ____% per annum.

            Class A-__ Interest Carry Forward Amount: For any Distribution
Date, the excess of (a) the Class A-__ Current Interest with respect to prior
Distribution Dates over (b) the amount actually distributed to the Class A-__
Certificates with respect to interest on such prior Distribution Dates.



                                     -9-
<PAGE>

            Class A-__ Interest Carryover Amount: For any Distribution Date on
which the Pass-Through Rate for the Class A-__ Certificates is based upon the
Net Rate Cap, the sum of (A) the excess of (i) the amount of interest that
would otherwise have accrued on the Class A-__ Certificates during the related
Accrual Period for such Class had such rate been calculated at the Class A-__
Fixed Rate for such Distribution Date, over (ii) the amount of interest
accrued on the Class A-__ Certificates at the Net Rate Cap during such Accrual
Period and (B) the Class A-__ Interest Carryover Amount for all previous
Distribution Dates not previously paid pursuant to Section 4.04, together with
interest thereon at the Class A-__ Pass-Through Rate (without giving effect to
the Net Rate Cap).

            Class A-__ Pass-Through Rate: For any Distribution Date, the
lesser of (i) the Class A-__ Fixed Rate and (ii) the Net Rate Cap for such
Distribution Date.

            Class A-__ Certificate: Any Certificate designated as a "Class
A-__ Certificate" on the face thereof, in the form of Exhibit A-4 hereto,
representing the right to distributions as set forth herein.

            Class A-__ Certificate Principal Balance: As of any date of
determination, the Certificate Principal Balance of the Class A-__
Certificates.

            Class A-__ Current Interest: For any Distribution Date, the
interest accrued during the related Accrual Period at the Class A-__
Pass-Through Rate on the Class A-__ Certificate Principal Balance immediately
prior to such Distribution Date plus any amount previously distributed with
respect to interest for such Class that is recovered as a voidable preference
by a trustee in bankruptcy.

            Class A-__ Fixed Rate: For any Distribution Date on or prior to
the Optional Termination Date, ____% per annum, and for any Distribution Date
after the Optional Termination Date, ____% per annum.

            Class A-__ Interest Carry Forward Amount: For any Distribution
Date, the excess of (a) the Class A-__ Current Interest with respect to prior
Distribution Dates over (b) the amount actually distributed to the Class A-__
Certificates with respect to interest on such prior Distribution Dates.

            Class A-__ Interest Carryover Amount: For any Distribution Date on
which the Pass-Through Rate for the Class A-__ Certificates is based upon the
Net Rate Cap, the sum of (A) the excess of (i) the amount of interest that
would otherwise have accrued on the Class A-__ Certificates during the related
Accrual Period for such Class had such rate been calculated at the Class A-__
Fixed Rate for such Distribution Date, over (ii) the amount of interest
accrued on the Class A-__ Certificates at the Net Rate Cap during such Accrual
Period and (B) the Class A-__ Interest Carryover Amount for all previous
Distribution Dates not previously paid pursuant to Section 4.04, together with
interest thereon at the Class A-__ Pass-Through Rate (without giving effect to
the Net Rate Cap).

            Class A-__ Pass-Through Rate: For any Distribution Date, the
lesser of (i) the Class A-__ Fixed Rate and (ii) the Net Rate Cap for such
Distribution Date.



                                     -10-
<PAGE>

            Class A-__ Certificate: Any Certificate designated as a "Class
A-__ Certificate" on the face thereof, in the form of Exhibit A-5 hereto,
representing the right to distributions as set forth herein.

            Class A-__ Certificate Principal Balance: As of any date of
determination, the Certificate Principal Balance of the Class A-__
Certificates.

            Class A-__ Current Interest: For any Distribution Date, the
interest accrued during the related Accrual Period at the Class A-__
Pass-Through Rate on the Class A-__ Certificate Principal Balance immediately
prior to such Distribution Date plus any amount previously distributed with
respect to interest for such Class that is recovered as a voidable preference
by a trustee in bankruptcy.

            Class A-__ Fixed Rate: For any Distribution Date on or prior to
the Optional Termination Date, ____% per annum, and for any Distribution Date
after the Optional Termination Date, ____% per annum.

            Class A-__ Interest Carry Forward Amount: For any Distribution
Date, the excess of (a) the Class A-__ Current Interest with respect to prior
Distribution Dates over (b) the amount actually distributed to the Class A-__
Certificates with respect to interest on such prior Distribution Dates.

            Class A-__ Interest Carryover Amount: For any Distribution Date on
which the Pass-Through Rate for the Class A-__ Certificates is based upon the
Net Rate Cap, the sum of (A) the excess of (i) the amount of interest that
would otherwise have accrued on the Class A-__ Certificates during the related
Accrual Period for such Class had such rate been calculated at the Class A-__
Fixed Rate for such Distribution Date, over (ii) the amount of interest
accrued on the Class A-__ Certificates at the Net Rate Cap during such Accrual
Period and (B) the Class A-__ Interest Carryover Amount for all previous
Distribution Dates not previously paid pursuant to Section 4.04, together with
interest thereon at the Class A-__ Pass-Through Rate (without giving effect to
the Net Rate Cap).

            Class A-__ Pass-Through Rate: For any Distribution Date, the
lesser of (i) the Class A-__ Fixed Rate and (ii) the Net Rate Cap for such
Distribution Date.

            Class A-IO Certificate: Any Certificate designated as a "Class
A-IO Certificate" on the face thereof, in the form of Exhibit A-6 hereto.

            Class A-IO Current Interest: For any Distribution Date, the
interest accrued during the related Accrual Period at the Class A-IO
Pass-Through Rate on the Class A-IO Notional Amount immediately prior to such
Distribution Date plus any amount previously distributed with respect to
interest for such Class that is recovered as a voidable preference by a
trustee in bankruptcy.

            Class A-IO Interest Carry Forward Amount: For any Distribution
Date, the excess of (a) the Class A-IO Current Interest with respect to prior
Distribution Dates over (b) the amount actually distributed to the Class A-IO
Certificates with respect to interest on such prior Distribution Dates.



                                     -11-
<PAGE>

            Class A-IO Interest Carryover Amount: For any Distribution Date on
which the Pass-Through Rate for the Class A-IO Certificates is based upon the
Net Rate Cap, the sum of (A) the excess of (i) the amount of interest that
would otherwise have accrued on the Class A-IO Certificates during the related
Accrual Period for such Class had such rate not been subject to the Net Rate
Cap, over (ii) the amount of interest accrued on the Class A-IO Certificates
at the Net Rate Cap during such Accrual Period and (B) the Class A-IO Interest
Carryover Amount for all previous Distribution Dates not previously paid
pursuant to Section 4.04, together with interest thereon at the Class A-IO
Pass-Through Rate (without giving effect to the Net Rate Cap).

            Class A-IO Notional Amount: For any Distribution Date, an amount
equal to the lesser of (i) $___________ and (ii) the aggregate Certificate
Principal Balances of the Mortgage Loans for such Distribution Date.

            Class A-IO Pass-Through Rate: With respect to any Distribution
Date, a per annum rate equal to the lesser of (i) for each Accrual Period
relating to any Distribution Date on or prior to the __________ 200_
Distribution Date, ____%, (ii) for each Accrual Period relating to any
Distribution Date from and including the __________ 200_ Distribution Date
through the __________ 200_ Distribution Date, ____%, (iii) for each Accrual
Period relating to any Distribution Date from and including the __________
200_ Distribution Date through the __________ 200_ Distribution Date, ____%
and (iv) for each Accrual Period thereafter, ____% and (v) the Net Rate Cap.

            Class A-R Certificate: Any one of the Class A-R Certificates
executed and authenticated by the Trustee in substantially the form set forth
in Exhibits D and E hereto.

            Class A-R Certificate Principal Balance: As of any date of
determination, the Certificate Principal Balance of the Class A-R
Certificates.

            Class B-1 Certificate: Any Certificate designated as a "Class B-1
Certificate" on the face thereof, in the form of Exhibit A-9 hereto,
representing the right to distributions as set forth herein.

            Class B-1 Certificate Principal Balance: As of any date of
determination, the Certificate Principal Balance of the Class B-1
Certificates.

            Class B-[1] Current Interest: For any Distribution Date, the
interest accrued during the related Accrual Period at the Class B-[1]
Pass-Through Rate on the Class B-[1] Certificate Principal Balance immediately
prior to such Distribution Date plus any amount previously distributed with
respect to interest for such Class that is recovered as a voidable preference
by a trustee in bankruptcy.

            Class B-[1] Fixed Rate: For any Distribution Date on or prior to
the Optional Termination Date, ____% per annum, and for any Distribution Date
after the Optional Termination Date, ____% per annum.

            Class B-[1] Interest Carry Forward Amount: For any Distribution
Date, the excess of (a) the Class B-[1] Current Interest with respect to prior
Distribution Dates over (b) the


                                     -12-
<PAGE>

amount actually distributed to the Class B-[1] Certificates with respect to
interest on such prior Distribution Dates.

            Class B-[1] Interest Carryover Amount: For any Distribution Date
on which the Pass-Through Rate for the Class B-[1] Certificates is based upon
the Net Rate Cap, the sum of (A) the excess of (i) the amount of interest that
would otherwise have accrued on the Class B-[1] Certificates during the
related Accrual Period for such Class had such rate been calculated at the
Class B-[1] Fixed Rate for such Distribution Date, over (ii) the amount of
interest accrued on the Class B-[1] Certificates at the Net Rate Cap during
such Accrual Period and (B) the Class B-[1] Interest Carryover Amount for all
previous Distribution Dates not previously paid pursuant to Section 4.04,
together with interest thereon at the Class B-[1] Pass-Through Rate (without
giving effect to the Net Rate Cap).

            Class B-[1] Pass-Through Rate: For any Distribution Date, the
lesser of (i) the Class B-[1] Fixed Rate and (ii) the Net Rate Cap for such
Distribution Date.

            Class B-[1] Principal Distribution Amount: With respect to any
Distribution Date the excess of (i) the sum of: (A) the Aggregate Class A
Certificate Principal Balance (after taking into account distribution of the
Class A Principal Distribution Amount on such Distribution Date), (B) the
Class M-[1] Certificate Principal Balance (after taking into account
distribution of the Class M-[1] Principal Distribution Amount on such
Distribution Date), (B) the Class M-[2] Certificate Principal Balance (after
taking into account distribution of the Class M-[2] Principal Distribution
Amount on such Distribution Date) and (D) the Class B-[1] Certificate
Principal Balance immediately prior to such Distribution Date over (ii) the
lesser of (A) ____% of the aggregate Stated Principal Balances of the Mortgage
Loans for such Distribution Date and (B) the aggregate Stated Principal
Balances of the Mortgage Loans for such Distribution Date minus the OC Floor;
provided, however, that if the Class B-[1] Certificates shall be the only
Class of Certificates outstanding on a Distribution Date, the Class B-[1]
Principal Distribution Amount with respect to such Distribution shall equal
[100]% of the Principal Distribution Amount for such Distribution Date.

            [Class C] Certificate: Any Certificate designated as a "[Class C]
Certificate" on the face thereof, in the form of Exhibit C hereto,
representing the right to distributions as set forth herein.

            [Class C] Distributable Amount: As defined in the Preliminary
Statement.

            Class M-[1] Certificate: Any Certificate designated as a "Class
M-[1] Certificate" on the face thereof, in the form of Exhibit A-7 hereto,
representing the right to distributions as set forth herein.

            Class M-[1] Certificate Principal Balance: As of any date of
determination, the Certificate Principal Balance of the Class M-[1]
Certificates.

            Class M-[1] Current Interest: For any Distribution Date the
interest accrued during the related Accrual Period at the Class M-[1]
Pass-Through Rate on the Class M-[1] Certificate Principal Balance immediately
prior to such Distribution Date plus any amount


                                     -13-
<PAGE>

previously distributed with respect to interest for such Class that is
recovered as a voidable preference by a trustee in bankruptcy.

            Class M-[1] Fixed Rate: For any Distribution Date on or prior to
the Optional Termination Date, ____% per annum, and for any Distribution Date
after the Optional Termination Date, ____% per annum.

            Class M-[1] Interest Carry Forward Amount: For any Distribution
Date the excess of (a) the Class M-[1] Current Interest with respect to prior
Distribution Dates over (b) the amount actually distributed to the Class M-[1]
Certificates with respect to interest on such prior Distribution Dates.

            Class M-[1] Interest Carryover Amount: For any Distribution Date
on which the Pass-Through Rate for the Class M-[1] Certificates is based upon
the Net Rate Cap, the sum of (A) the excess of (i) the amount of interest that
would otherwise have accrued on the Class M-[1] Certificates during the
related Accrual Period for such Class had such rate been calculated at the
Class M-[1] Fixed Rate for such Distribution Date, over (ii) the amount of
interest accrued on the Class M-[1] Certificates at the Net Rate Cap during
such Accrual Period and (B) the Class M-[1] Interest Carryover Amount for all
previous Distribution Dates not previously paid pursuant to Section 4.04,
together with interest thereon at the Class M-[1] Pass-Through Rate (without
giving effect to the Net Rate Cap).

            Class M-[1] Pass-Through Rate: For any Distribution Date the
lesser of (i) the Class M-[1] Fixed Rate and (ii) the Net Rate Cap for such
Distribution Date.

            Class M-[1] Principal Distribution Amount: With respect to any
Distribution Date the excess of (i) the sum of (A) the Aggregate Class A
Certificate Principal Balance (after taking into account distribution of the
Class A Principal Distribution Amount on such Distribution Date) and (B) the
Class M-[1] Certificate Principal Balance immediately prior to such
Distribution Date over (ii) the lesser of (A) ____% of the aggregate Stated
Principal Balance of the Mortgage Loans for such Distribution Date and (B) the
aggregate Stated Principal Balance of the Mortgage Loans for such Distribution
Date minus the OC Floor; provided, however, that if the Class M-[1]
Certificates shall be the only Class of Certificates outstanding on a
Distribution Date, the Class M-[1] Principal Distribution Amount with respect
to such Distribution shall equal [100]% of the Principal Distribution Amount
for such Distribution Date.

            Class M-[2] Certificate: Any Certificate designated as a "Class
M-[2] Certificate" on the face thereof, in the form of Exhibit A-8 hereto,
representing the right to distributions as set forth herein.

            Class M-[2] Certificate Principal Balance: As of any date of
determination, the Certificate Principal Balance of the Class M-[2]
Certificates.

            Class M-[2] Current Interest: For any Distribution Date, the
interest accrued during the related Accrual Period at the Class M-[2]
Pass-Through Rate on the Class M-[2] Certificate Principal Balance immediately
prior to such Distribution Date plus any amount previously distributed with
respect to interest for such Class that is recovered as a voidable preference
by a trustee in bankruptcy.



                                     -14-
<PAGE>

            Class M-[2] Fixed Rate: For any Distribution Date on or prior to
the Optional Termination Date, ____% per annum, and for any Distribution Date
after the Optional Termination Date, ____% per annum.

            Class M-[2] Interest Carry Forward Amount: For any Distribution
Date, the excess of (a) the Class M-[2] Current Interest with respect to prior
Distribution Dates over (b) the amount actually distributed to the Class M-[2]
Certificates with respect to interest on such prior Distribution Dates.

            Class M-[2] Interest Carryover Amount: For any Distribution Date
on which the Pass-Through Rate for the Class M-[2] Certificates is based upon
the Net Rate Cap, the sum of (A) the excess of (i) the amount of interest that
would otherwise have accrued on the Class M-[2] Certificates during the
related Accrual Period for such Class had such rate been calculated at the
Class M-[2] Fixed Rate for such Distribution Date, over (ii) the amount of
interest accrued on the Class M-[2] Certificates at the Net Rate Cap during
such Accrual Period and (B) the Class M-[2] Interest Carryover Amount for all
previous Distribution Dates not previously paid pursuant to Section 4.04,
together with interest thereon at the Class M-[2] Pass-Through Rate (without
giving effect to the Net Rate Cap).

            Class M-[2] Pass-Through Rate: For any Distribution Date, the
lesser of (i) the Class M-[2] Fixed Rate and (ii) the Net Rate Cap for such
Distribution Date.

            Class M-[2] Principal Distribution Amount: With respect to any
Distribution Date the excess of (i) the sum of: (A) the Aggregate Class A
Certificate Principal Balance (after taking into account distribution of the
Class A Principal Distribution Amount on such Distribution Date), (B) the
Class M-[1] Certificate Principal Balance (after taking into account
distribution of the Class M-[1] Principal Distribution Amount on such
Distribution Date) and (C) the Class M-[2] Certificate Principal Balance
immediately prior to such Distribution Date over (ii) the lesser of (A) ____%
of the aggregate Stated Principal Balances of the Mortgage Loans for such
Distribution Date and (B) the aggregate Stated Principal Balances of the
Mortgage Loans for such Distribution Date minus the OC Floor; provided,
however, that if the Class M-[2] Certificates shall be the only Class of
Certificates outstanding on a Distribution Date, the Class M-[2] Principal
Distribution Amount with respect to such Distribution shall equal [100]% of
the Principal Distribution Amount for such Distribution Date.

            [Class P] Certificate: Any Certificate designated as a "[Class P]
Certificate" on the face thereof, in the form of Exhibit B hereto,
representing the right to distributions as set forth herein.

                  [Class P] Principal Distribution Date: The first
Distribution Date that occurs after the end of the latest Prepayment Charge
Period for all Mortgage Loans that have a Prepayment Charge Period.

            Closing Date: __________ 200_.

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



                                     -15-
<PAGE>

            Combined Loan-to-Value Ratio: The fraction, expressed as a
percentage, the numerator of which is the sum of (x) the original principal
balance of the related Mortgage Loan and (y) the outstanding principal balance
at the date of origination of the Mortgage Loan of any senior mortgage loan,
and the denominator of which is the Appraised Value of the related Mortgaged
Property.

            Compensating Interest: With respect to any Distribution Date, an
amount equal to the lesser of (x) [one-half of the Servicing Fee for the
related Due Period] and (y) the aggregate Prepayment Interest Shortfalls for
such Distribution Date.

            Corporate Trust Office: The designated office of the Trustee in
the State of ________ where at any particular time its corporate trust
business with respect to this Agreement shall be administered, which office at
the date of the execution of this Agreement is located at
_______________________________, (Attention: _____________), telephone: (___)
___-____ facsimile: (___) ________.

            Cumulative Loss Trigger Event: With respect to any Distribution
Date on or after the Stepdown Date, a Cumulative Loss Trigger Event occurs if
the aggregate amount of Realized Losses on the Mortgage Loans from (and
including) the Cut-off Date to (and including) the last day of the related Due
Period reduced by the aggregate amount of any Subsequent Recoveries received
through the last day of that Due Period exceeds the applicable percentage, for
such Distribution Date, of the aggregate Cut-Off Date Principal Balance of the
Mortgage Loans, as set forth below:

      Distribution Date    Percentage
      -----------------    ----------

      ________ 200_ --     ____% with respect to ________ 200_, plus an
      ________ 200_        additional 1/12th of ____% for each month thereafter
      ________ 200_ --     ____% with respect to ________ 200_, plus an
      ________ 200_        additional 1/12th of ____% for each month thereafter
      ________ 200_ --     ____% with respect to ________ 200_, plus an
      ________ 200_        additional 1/12th of ____% for each month thereafter
      ________ 200_        ____%
      and thereafter


            Current Interest: With respect to (i) the Class A-[1]
Certificates, the Class A-[1] Current Interest, (ii) the Class A-__
Certificates, the Class A-__ Current Interest, (ii) the Class A-__
Certificates, the Class A-__ Current Interest, (iv) the Class A-__
Certificates, the Class A-__ Current Interest, (v) the Class A-__
Certificates, the Class A-__ Current Interest, (vi) the Class A-IO
Certificates, the Class A-IO Current Interest, (vii) the Class M-[1]
Certificates, the Class M-[1] Current Interest, (viii) the Class M-[2]
Certificates, the Class M-[2] Current Interest and (ix) the Class B-[1]
Certificates, the Class B-[1] Current Interest.

            Cut-off Date: In the case of any Mortgage Loan, the later of (x)
__________ 200_and (y) the date of origination of such Mortgage Loan.



                                     -16-
<PAGE>

            Cut-off Date Principal Balance: As to any Mortgage Loan, the
unpaid principal balance thereof as of the close of business on the Cut-off
Date after application of all payments of principal due on or prior to the
Cut-off Date, whether or not received, and all Principal Prepayments received
on or prior to the Cut-off Date, but without giving effect to any installments
of principal received in respect of Due Dates after the Cut-off Date.

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

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

            Definitive Certificates: As defined in Section 5.06.

            Delay Delivery Mortgage Loans: The Mortgage Loans identified on
the schedule of Mortgage Loans hereto set forth on Exhibit F-2 hereof for
which all or a portion of a related Mortgage File is not delivered to the
Trustee on or prior to the Closing Date. The Depositor shall deliver (or cause
delivery of) the Mortgage Files to the Trustee: (A) with respect to at least
[50]% of the Mortgage Loans, not later than the Closing Date, (B) with respect
to at least an additional [40]% of the Mortgage Loans, not later than [20]
days after the Closing Date, and (C) with respect to the remaining [10]% of
the Mortgage Loans, not later than [thirty] days after the Closing Date. To
the extent that [Countrywide Home Loans, Inc.] shall be in possession of any
Mortgage Files with respect to any Delay Delivery Loan, until delivery to of
such Mortgage File to the Trustee as provided in Section 2.01, [Countrywide
Home Loans, Inc.] shall hold such files as agent and in trust for the Trustee.

            Deleted Mortgage Loan: A Mortgage Loan replaced or to be replaced
by a Replacement Mortgage Loan.

            Delinquency Trigger Event: With respect to any Distribution Date
on or after the Stepdown Date, a Deliquency Trigger Event exists if the the
Rolling Sixty-Day Delinquency Rate for the Outstanding Mortgage Loans equals
or exceeds the product of ____% and the Senior Enhancement Percentage for such
Distribution Date.

            Delinquent: A Mortgage Loan is "delinquent" if any payment due
thereon is not made pursuant to the terms of such Mortgage Loan by the close
of business on the day such payment is scheduled to be due. A Mortgage Loan is
"30 days delinquent" if such payment has not been received by the close of
business on the corresponding day of the month immediately succeeding the
month in which such payment was due, or, if there is no such corresponding day
(e.g., as when a 30-day month follows a 31-day month in which a payment was
due on the 31st


                                     -17-
<PAGE>

day of such month), then on the last day of such immediately succeeding month.
Similarly for "60 days delinquent," "90 days delinquent" and so on.

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

            Depositor: CWHEQ, Inc., a Delaware corporation, or its successor
in interest.

            Depository: The initial Depository shall be The Depository Trust
Company ("DTC"), the nominee of which is Cede & Co., or any other organization
registered as a "clearing agency" pursuant to Section 17A of the Securities
Exchange Act of 1934, as amended. The Depository shall initially be the
registered Holder of the Book-Entry Certificates. The Depository shall at all
times be a "clearing corporation" as defined in Section 8-102(a)(5) of the
Uniform Commercial Code of the State of New York.

            Depository Agreement: With respect to the Book-Entry Certificates,
the agreement among the Depositor, the Trustee and the initial Depository,
dated as of the Closing Date, substantially in the form of Exhibit O.

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

            Determination Date: With respect to any Distribution Date, the
__th day of the month of such Distribution Date or, if such __th day is not a
Business Day, the immediately preceding Business Day.

            Distribution Account: The separate Eligible Account created and
maintained by the Trustee pursuant to Section 3.05 in the name of the Trustee
for the benefit of the Certificateholders and designated "_________________,
in trust for registered holders of CWHEQ, Inc., Asset-Backed Certificates,
Series 200_-_". Funds in the Distribution Account shall be held in trust for
the Certificateholders for the uses and purposes set forth in this Agreement.

            Distribution Account Deposit Date: As to any Distribution Date,
____ p.m. _________ time on the Business Day immediately preceding such
Distribution Date.

            Distribution Date: The __th day of each calendar month after the
initial issuance of the Certificates, or if such __th day is not a Business
Day, the next succeeding Business Day, commencing in __________ 200_.

            Due Date: With respect to any Mortgage Loan and Due Period, the
due date for Scheduled Payments of interest and/or principal on that Mortgage
Loan occurring in such Due Period as provided in the related Mortgage Note.



                                     -18-
<PAGE>

            Due Period: With respect to any Distribution Date, the period
beginning on the second day of the calendar month preceding the calendar month
in which such Distribution Date occurs and ending on the first day of the
month in which such Distribution Date occurs.

            Eligible Account: Any of (i) an account or accounts maintained
with a federal or state chartered depository institution or trust company, the
long-term unsecured debt obligations and short-term unsecured debt obligations
of which (or, in the case of a depository institution or trust company that is
the principal subsidiary of a holding company, the debt obligations of such
holding company, if Moody's is not a Rating Agency) are rated by each Rating
Agency in one of its two highest long-term and its highest short-term rating
categories respectively, at the time any amounts are held on deposit therein,
or (ii) an account or accounts in a depository institution or trust company in
which such accounts are insured by the FDIC (to the limits established by the
FDIC) and the uninsured deposits in which accounts are otherwise secured such
that, as evidenced by an Opinion of Counsel delivered to the Trustee and to
each Rating Agency, the Certificateholders have a claim with respect to the
funds in such account or a perfected first priority security interest against
any collateral (which shall be limited to Permitted Investments) securing such
funds that is superior to claims of any other depositors or creditors of the
depository institution or trust company in which such account is maintained,
or (iii) a trust account or accounts maintained with the corporate trust
department of a federal or state chartered depository institution or trust
company having capital and surplus of not less than $50,000,000, acting in its
fiduciary capacity or (iv) any other account acceptable to the Rating Agencies
without reduction or withdrawal of their then current ratings of the
Certificates as evidenced by a letter from each Rating Agency to the Trustee.
Eligible Accounts may bear interest, and may include, if otherwise qualified
under this definition, accounts maintained with the Trustee.

            Eligible Repurchase Month: As defined in Section 3.12(c) hereof.

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

            ERISA-Qualifying Underwriting: A best efforts or firm commitment
underwriting or private placement that meets the applicable requirements of
the Underwriter's Exemption.

            ERISA-Restricted Certificates: The Class A-R Certificates, [Class
P], [Class C] and, until they have been the subject of an ERISA-Qualifying
Underwriting, the Class A-IO Certificates; and any Certificates of any Class
that cease to satisfy the applicable rating requirement under the
Underwriter's Exemption.

            Event of Default: As defined in Section 7.01 hereof.

            Excess Cashflow: With respect to any Distribution Date the sum of
(i) the amount remaining after the distribution of interest to
Certificateholders for such Distribution Date pursuant to Section 4.04(a)(iv),
and (ii) the amount remaining after the distribution of principal to
Certificateholders for such Distribution Date pursuant to Section
4.04(d)(1)(E) or 4.04(d)(2)(D).

            Excess Proceeds: With respect to any Liquidated Mortgage Loan, the
amount, if any, by which the sum of any Liquidation Proceeds and Subsequent
Recoveries that are in excess


                                     -19-
<PAGE>

of the sum of (i) the unpaid principal balance of such Liquidated Mortgage
Loan as of the date of liquidation of such Liquidated Mortgage Loan plus (ii)
interest at the Mortgage Rate from the Due Date as to which interest was last
paid or advanced to Certificateholders (and not reimbursed to the Master
Servicer) up to the Due Date in the month in which such Liquidation Proceeds
are required to be distributed on the Stated Principal Balance of such
Liquidated Mortgage Loan outstanding during each Due Period as to which such
interest was not paid or advanced.

            Expense Fee Rate: The sum of (i) the Servicing Fee Rate and (ii)
the Trustee Fee Rate.

            Extra Principal Distribution Amount: With respect to any
Distribution Date, the lesser of (1) the Overcollateralization Deficiency
Amount for such Distribution Date and (2) Excess Cashflow for such
Distribution Date.

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

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

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

            Freddie Mac: The Federal Home Loan Mortgage Corporation, a
corporate instrumentality of the United States created and existing under
Title III of the Emergency Home Finance Act of 1970, as amended, or any
successor thereto.

            Initial Certificate Principal Balance: With respect to any
Certificate, (other than the Class A-IO or [Class C] Certificates) the
Certificate Principal Balance of such Certificate or any predecessor
Certificate on the Closing Date.

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

            Insurance Proceeds: Proceeds paid in respect of the Mortgage Loans
pursuant to any Insurance Policy or any other insurance policy covering a
Mortgage Loan, to the extent such proceeds are payable to the mortgagee under
the Mortgage, the Master Servicer or the trustee under the deed of trust and
are not applied to the restoration of the related Mortgaged Property or
released to the Mortgagor in accordance with the procedures that the Master
Servicer would follow in servicing mortgage loans held for its own account, in
each case other than any amount included in such Insurance Proceeds in respect
of Insured Expenses.

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



                                     -20-
<PAGE>

            Interest Carry Forward Amount: With respect to (i) the Class A-[1]
Certificates, the Class A-[1] Interest Carry Forward Amount, (ii) the Class
A-__ Certificates, the Class A-__ Interest Carry Forward Amount, (iii) the
Class A-__ Certificates, the Class A-__ Interest Carry Forward Amount, (iv)
the Class A-__ Certificates, the Class A-__ Interest Carry Forward Amount, (v)
the Class A-__ Certificates, the Class A-__ Interest Carry Forward Amount,
(vi) the Class A-IO Certificates, the Class A-IO Interest Carry Forward
Amount, (vii) the Class M-[1] Certificates, the Class M-[1] Interest Carry
Forward Amount, (viii) the Class M-[2] Certificates, the Class M-[2] Interest
Carry Forward Amount and (ix) the Class B-[1] Certificates, the Class B-[1]
Interest Carry Forward Amount.

            Interest Determination Date: With respect to the Class A-[1]
Certificates, for the first Accrual Period, __________, 200_ and for any
Accrual Period thereafter, the second LIBOR Business Day preceding the
commencement of such Accrual Period.

            Interest Funds: With respect to any Distribution Date are equal to
(1) the Interest Remittance Amount for such Distribution Date less (2) the
Trustee Fee for such Distribution Date.

            Interest Remittance Amount: With respect to the Mortgage Loans and
any Master Servicer Advance Date, the sum, without duplication, of (i) all
scheduled interest collected during the related Due Period with respect to the
Mortgage Loans less the related Servicing Fee, (ii) all related Advances
relating to interest with respect to the Mortgage Loans, (iii) all interest on
Principal Prepayments other than Prepayment Interest Excess, (iv) [all
Compensating Interest for the related Distribution Date], (v) Liquidation
Proceeds with respect to the Mortgage Loans collected during the related Due
Period, to the extent such Liquidation Proceeds relate to interest, and (vi)
for the Master Servicer Advance Date in __________ 200_, the Seller Shortfall
Interest Requirement for the related Master Servicer Advance Date (if any),
less all Nonrecoverable Advances relating to interest reimbursed during the
related Due Period.

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

            [LIBOR Business Day: Any day on which banks in the City of London,
England and New York City, U.S.A. are open and conducting transactions in
foreign currency and exchange.]

            Liquidated Mortgage Loan: With respect to any Distribution Date, a
defaulted Mortgage Loan that has been liquidated through deed-in-lieu of
foreclosure, foreclosure sale, trustee's sale or other realization as provided
by applicable law governing the real property subject to the related Mortgage
and any security agreements and as to which the Master Servicer has certified
(in accordance with Section 3.12) in the related Prepayment Period that it has
received all amounts it expects to receive in connection with such
liquidation.

            Liquidation Proceeds: Amounts, including Insurance Proceeds,
received in connection with the partial or complete liquidation of Mortgage
Loans, whether through trustee's sale, foreclosure sale or otherwise or
amounts received in connection with any condemnation or


                                     -21-
<PAGE>

partial release of a Mortgaged Property and any other proceeds received in
connection with an REO Property received in connection with or prior to such
Mortgage Loan becoming a Liquidated Mortgage Loan, less the sum of related
unreimbursed Advances, Servicing Fees and Servicing Advances.

            Master Servicer: [Countrywide Home Loans Servicing LP, a Texas
limited partnership], and its successors and assigns, in its capacity as
master servicer hereunder.

            Master Servicer Advance Date: As to any Distribution Date, ____
p.m. _______ time on the Business Day immediately preceding such Distribution
Date.

            MERS: Mortgage Electronic Registration Systems, Inc., a
corporation organized and existing under the laws of the State of Delaware, or
any successor thereto.

            MERS Mortgage Loan: Any Mortgage Loan registered with MERS on the
MERS(R) System.

            MERS(R) System: The system of recording transfers of mortgages
electronically maintained by MERS.

            MIN: The Mortgage Identification Number for any MERS Mortgage
Loan.

            Modified Mortgage Loan: As defined in Section 3.12(a).

            MOM Loan: Any Mortgage Loan, as to which MERS is acting as
mortgagee, solely as nominee for the originator of such Mortgage Loan and its
successors and assigns.

            Monthly Statement: The statement delivered to the
Certificateholders pursuant to Section 4.05.

            Moody's: Moody's Investors Service, Inc. and its successors.

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

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

            Mortgage Loan Schedule: The list of Mortgage Loans (as from time
to time amended by the Master Servicer to reflect the deletion of Deleted
Mortgage Loans and the addition of Replacement Mortgage Loans pursuant to the
provisions of this Agreement transferred to the Trustee as part of the Trust
Fund and from time to time subject to this Agreement, attached hereto as
Exhibit F-1, setting forth the following information with respect to each
Mortgage Loan:

          (i)  the loan number;



                                     -22-
<PAGE>

          (ii) the Appraised Value;

          (iii) the Mortgage Rate;

          (iv) the maturity date;

          (v) the original principal balance;

          (vi) the Cut-off Date Principal Balance;

          (vii) the first payment date of the Mortgage Loan;

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

          (ix) the Combined Loan-to-Value Ratio, as applicable, at
     origination;

          (x) a code indicating whether the residential dwelling at the time
     of origination was represented to be owner-occupied; and

          (xi) a code indicating whether the residential dwelling is either
     (a) a detached single family dwelling, (b) a two-family residential
     property, (c) a three-family residential property, (d) a four-family
     residential property, (e) planned unit development, (f) a low-rise
     condominium unit, (g) a high-rise condominium unit or (h) manufactured
     housing.

            Mortgage Loans: Such of the mortgage loans transferred and
assigned to the Trustee pursuant to the provisions hereof as from time to time
are held as a part of the Trust Fund (including any REO Property), the
mortgage loans so held being identified in the Mortgage Loan Schedule,
notwithstanding foreclosure or other acquisition of title of the related
Mortgaged Property. Any Mortgage Loan subject to repurchase by the Seller or
Master Servicer as provided in this Agreement, shall continue to be a Mortgage
Loan hereunder until the Purchase Price with respect thereto has been paid to
the Trustee.

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

            Mortgage Pool: The aggregate of the Mortgage Loans identified in
the Mortgage Loan Schedule.

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

            Mortgaged Property: The underlying property securing a Mortgage
Loan.

            Mortgagor: The obligors on a Mortgage Note.

            NAS Factor: For any Distribution Date set forth below, the
percentage set forth in the following table:

                                     -23-

<PAGE>

             Distribution Date                                      Percentage
     ----------------------------------                            -------------
     __________ 200_ -- __________ 200_.............................     __%
     __________ 200_ -- __________ 200_.............................     __%
     __________ 200_ -- __________ 200_.............................     __%
     __________ 200_ -- __________ 200_.............................     __%
     __________ 200_ and thereafter.................................     __%

            NAS Principal Distribution Amount: For any Distribution Date, an
amount equal to the product of (i) a fraction, the numerator of which is the
Certificate Principal Balance of the Class A-__ Certificates and the
denominator of which is the Aggregate Class A Certificate Principal Balance,
in each case immediately prior to such Distribution Date, (ii) the Principal
Distribution Amount or the Class A Principal Distribution Amount, as
applicable, for such Distribution Date and (iii) the NAS Factor for such
Distribution Date.

            Net Mortgage Rate: As to each Mortgage Loan, and at any time, the
per annum rate equal to the Mortgage Rate less the Servicing Fee Rate.

            Net Rate Cap: For any Distribution Date, (a) with respect to all
interest-bearing Certificates other than the Class A-IO Certificates, a per
annum rate (adjusted, in the case of the Class A-[1] Certificates, to an
effective rate for the related Accrual Period reflecting the calculation of
interest on the basis of the actual number of days elapsed during such Accrual
Period and a 360-day year) equal to the excess of (i) the weighted average
Adjusted Net Mortgage Rate on the Mortgage Loans in the Trust Fund for such
Distribution Date over (ii) the product of (A) the Class A-IO Pass-Through
Rate for such Distribution Date times (B) a fraction, the numerator of which
is the Class A-IO Notional Balance immediately prior to such Distribution Date
and the denominator of which is the aggregate Stated Principal Balances of the
Mortgage Loans for such Distribution Date, and (b) with respect to the Class
A-IO Certificates, a per annum rate equal to the weighted average Adjusted Net
Mortgage Rate on the Mortgage Loans in the Trust Fund for such Distribution
Date.

            Net Rate Carryover: With respect to any Distribution Date, an
amount equal to the sum of (i) the Class A-[1] Interest Carryover Amount for
such Distribution Date (if any), (ii) the Class A-__ Interest Carryover Amount
for such Distribution Date (if any), (iii) the Class A-__ Interest Carryover
Amount for such Distribution Date (if any), (iv) the Class A-__ Interest
Carryover Amount for such Distribution Date (if any), (v) the Class A-__
Interest Carryover Amount for such Distribution Date (if any), (vi) the Class
A-IO Interest Carryover Amount for such Distribution Date (if any), (vii) the
Class M-[1] Interest Carryover Amount for such Distribution Date (if any),
(viii) the Class M-[2] Interest Carryover Amount for such Distribution Date
(if any) and (ix) the Class B-[1] Interest Carryover Amount for such
Distribution Date provided that when the term Net Rate Carryover is used with
respect to one Class of Certificates, it shall mean such carryover amount
listed in clauses (i), (ii), (iii), (iv), (v), (vi), (vii) (viii) and (ix), as
applicable, with the same Class designation.

            NIM Insurer: Any insurer guarantying at the request of the Seller
certain payments under notes backed or secured by the Class C or Class P
Certificates.


                                     -24-
<PAGE>

            Non-Book-Entry Certificate: Any Certificate other than a
Book-Entry Certificate.

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

            Notional Amount: With respect to the Class A-IO Certificates, the
Class A-IO Notional Amount.

            OC Floor: For any Distribution Date, ___% of the aggregate Stated
Principal Balances of the Mortgage Loans as of the Cut-off Date.

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

            One-Month LIBOR: With respect to any Accrual Period for the Class
A-[1] Certificates, the rate determined by the Trustee on the related Interest
Determination Date on the basis of the rate for U.S. dollar deposits for one
month that appears on Telerate Screen Page 3750 as of 11:00 a.m. (London time)
on such Interest Determination Date; provided that the parties hereto
acknowledge that One-Month LIBOR calculated for the first Accrual Period shall
equal ____% per annum. If such rate does not appear on such page (or such
other page as may replace that page on that service, or if such service is no
longer offered, such other service for displaying One-Month LIBOR or
comparable rates as may be reasonably selected by the Trustee), One-Month
LIBOR for the applicable Accrual Period will be the Reference Bank Rate. If no
such quotations can be obtained by the Trustee and no Reference Bank Rate is
available, One-Month LIBOR will be One-Month LIBOR applicable to the preceding
Accrual Period.

            Opinion of Counsel: A written opinion of counsel, who may be
counsel for the Depositor or the Master Servicer, reasonably acceptable to
each addressee of such opinion; provided that with respect to Section 6.04 or
10.01, or the interpretation or application of the REMIC Provisions, such
counsel must (i) in fact be independent of the Depositor and the Master
Servicer, (ii) not have any direct financial interest in the Depositor or the
Master Servicer or in any affiliate of either, and (iii) not be connected with
the Depositor or the Master Servicer as an officer, employee, promoter,
underwriter, trustee, partner, director or person performing similar
functions.

            Optional Termination: The termination of the Trust Fund provided
hereunder pursuant to the purchase of the Mortgage Loans pursuant to the last
sentence of Section 9.01 hereof.



                                     -25-
<PAGE>

            Optional Termination Date: Any Distribution Date on which the
aggregate Stated Principal Balance of the Mortgage Loans is equal to or less
than [10]% of the aggregate Stated Principal Balance of the Mortgage Loans as
of the Cut-off Date.

            Original Mortgage Loan: The mortgage loan refinanced in connection
with the origination of a Refinancing Mortgage Loan.

            Original Value: The value of the property underlying a Mortgage
Loan based, in the case of the purchase of the underlying Mortgaged Property,
on the lower of an appraisal satisfactory to the Master Servicer or the sales
price of such property or, in the case of a refinancing, on an appraisal
satisfactory to the Master Servicer.

            OTS: The Office of Thrift Supervision.

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

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

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

            Outstanding Mortgage Loan: As of any Distribution Date, a Mortgage
Loan with a Stated Principal Balance greater than zero that was not the
subject of a Principal Prepayment in full, and that did not become a
Liquidated Mortgage Loan, prior to the end of the related Prepayment Period.

            Overcollateralization Deficiency Amount: With respect to any
Distribution Date, the amount, if any, by which the Overcollateralization
Target Amount exceeds the Overcollateralized Amount on such Distribution Date
(after giving effect to distributions in respect of the Principal Remittance
Amount on such Distribution Date).

            Overcollateralization Target Amount: (a) With respect to each
Distribution Date before the Stepdown Date, an amount equal to ___% of the
aggregate Stated Principal Balances of the Mortgage Loans as of the Cut-off
Date and (b) for any Distribution Date on or after the Stepdown Date, ___% of
the aggregate Stated Principal Balances of the Mortgage Loans in the Mortgage
Pool for the current Distribution Date; provided that if a Trigger Event is in
effect on any Distribution Date, the Overcollateralization Target Amount will
be the Overcollateralization Target Amount as in effect for the prior
Distribution Date; provided further that, the Overcollateralization Target
Amount will at no time be less than the OC Floor.

            Overcollateralized Amount: As of any Distribution Date, the
amount, if any, by which (x) the aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of the related Due Period (after giving
effect to Prepayments in the Prepayment Period related to such Distribution
Date) exceeds (y) the sum of the aggregate Class Certificate Balances of the
Certificates (other than the Class A-IO and [Class C] Certificates) as of such
Distribution Date


                                     -26-
<PAGE>

(after giving effect to distributions of the Principal Remittance Amount to be
made on such Distribution Date).

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

            Pass-Through Rate: With respect to the Class A-[1] Certificates,
the Class A-[1] Pass-Through Rate; with respect to the Class A-__
Certificates, the Class A-__ Pass-Through Rate; with respect to the Class A-__
Certificates, the Class A-__ Pass-Through Rate; with respect to the Class A-__
Certificates, the Class A-__ Pass-Through Rate; with respect to the Class A-__
Certificates, the Class A-__ Pass-Through Rate; with respect to the Class A-IO
Certificates, the Class A-IO Pass-Through Rate; with respect to the Class
M-[1] Certificates, the Class M-[1] Pass-Through Rate; and with respect to the
Class M-[2] Certificates, the Class M-[2] Pass-Through Rate; with respect to
the Class B-[1] Certificates, the Class B-[1] Pass-Through Rate.

            Percentage Interest: With respect to:

            (i) any Class, the percentage interest in the undivided beneficial
     ownership interest in the Trust Fund evidenced by such Class which shall
     be equal to the Certificate Principal Balance of such Class divided by
     the Certificate Principal Balance of all Certificates of such Class; and

            (ii) any Certificate, the Percentage Interest evidenced thereby of
     the related Class shall equal the percentage obtained by dividing the
     Denomination of such Certificate by the aggregate of the Denominations of
     all Certificates of such Class.

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

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

            (ii) general obligations of or obligations guaranteed by any state
     of the United States or the District of Columbia receiving the highest
     long-term debt rating of each Rating Agency, or such lower rating as each
     Rating Agency has confirmed in writing is sufficient for the ratings
     originally assigned to the Certificates by such Rating Agency;

            (iii) [Reserved];

            (iv) commercial or finance company paper which is then receiving the
     highest commercial or finance company paper rating of each Rating Agency,
     or such lower rating as each Rating Agency has confirmed in writing is
     sufficient for the ratings originally assigned to the Certificates by
     such Rating Agency;

            (v) certificates of deposit, demand or time deposits, or bankers'
     acceptances issued by any depository institution or trust company
     incorporated under the laws of the


                                     -27-
<PAGE>

     United States or of any state thereof and subject to supervision and
     examination by federal and/or state banking authorities, provided that
     the commercial paper and/or long term unsecured debt obligations of such
     depository institution or trust company (or in the case of the principal
     depository institution in a holding company system, the commercial paper
     or long-term unsecured debt obligations of such holding company, but only
     if Moody's is not a Rating Agency) are then rated one of the two highest
     long-term and the highest short-term ratings of each such Rating Agency
     for such securities, or such lower ratings as each Rating Agency has
     confirmed in writing is sufficient for the ratings originally assigned to
     the Certificates by such Rating Agency;

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

            (vii) securities (other than stripped bonds, stripped coupons or
     instruments sold at a purchase price in excess of 115% of the face amount
     thereof) bearing interest or sold at a discount issued by any corporation
     incorporated under the laws of the United States or any state thereof
     which, at the time of such investment, have one of the two highest long
     term ratings of each Rating Agency (except (x) if the Rating Agency is
     Moody's, such rating shall be the highest commercial paper rating of S&P
     for any such securities) and (y), or such lower rating as each Rating
     Agency has confirmed in writing is sufficient for the ratings originally
     assigned to the Certificates by such Rating Agency;

            (viii) interests in any money market fund which at the date of
     acquisition of the interests in such fund and throughout the time such
     interests are held in such fund has the highest applicable long term
     rating by each Rating Agency or such lower rating as each Rating Agency
     has confirmed in writing is sufficient for the ratings originally
     assigned to the Certificates by such Rating Agency;

            (ix) short term investment funds sponsored by any trust company or
     national banking association incorporated under the laws of the United
     States or any state thereof which on the date of acquisition has been
     rated by each Rating Agency in their respective highest applicable rating
     category or such lower rating as each Rating Agency has confirmed in
     writing is sufficient for the ratings originally assigned to the
     Certificates by such Rating Agency; and

            (x) such other relatively risk free investments having a specified
     stated maturity and bearing interest or sold at a discount acceptable to
     each Rating Agency as will not result in the downgrading or withdrawal of
     the rating then assigned to the Certificates by any Rating Agency, as
     evidenced by a signed writing delivered by each Rating Agency;

provided, that no such instrument shall be a Permitted Investment if such
instrument (i) evidences the right to receive interest only payments with
respect to the obligations underlying such instrument, (ii) is purchased at a
premium or (iii) is purchased at a deep discount; provided further that no
such instrument shall be a Permitted Investment (A) if such instrument
evidences principal and interest payments derived from obligations underlying
such instrument and the


                                     -28-
<PAGE>

interest payments with respect to such instrument provide a yield to maturity
of greater than 120% of the yield to maturity at par of such underlying
obligations, or (B) if it may be redeemed at a price below the purchase price
(the foregoing clause (B) not to apply to investments in units of money market
funds pursuant to clause (vii) above); provided further that no amount
beneficially owned by any REMIC (including, without limitation, any amounts
collected by the Master Servicer but not yet deposited in the Certificate
Account) may be invested in investments (other than money market funds)
treated as equity interests for Federal income tax purposes, unless the Master
Servicer shall receive an Opinion of Counsel, at the expense of Master
Servicer, to the effect that such investment will not adversely affect the
status of any such REMIC as a REMIC under the Code or result in imposition of
a tax on any such REMIC. Permitted Investments that are subject to prepayment
or call may not be purchased at a price in excess of par.

            Permitted Transferee: Any Person other than (i) the United States,
any State or political subdivision thereof, or any agency or instrumentality
of any of the foregoing, (ii) a foreign government, International Organization
or any agency or instrumentality of either of the foregoing, (iii) an
organization (except certain farmers' cooperatives described in section 521 of
the Code) that is exempt from tax imposed by Chapter 1 of the Code (including
the tax imposed by section 511 of the Code on unrelated business taxable
income) on any excess inclusions (as defined in section 860E(c)(1) of the
Code) with respect to any Class A-R Certificate, (iv) rural electric and
telephone cooperatives described in section 1381(a)(2)(C) of the Code, (v) an
"electing large partnership" as defined in section 775 of the Code, (vi) a
Person that is not a citizen or resident of the United States, a corporation,
partnership, or other entity (treated as a corporation or a partnership for
federal income tax purposes) created or organized in or under the laws of the
United States, any state thereof or the District of Columbia, or an estate
whose income from sources without the United States is includible in gross
income for United States federal income tax purposes regardless of its
connection with the conduct of a trade or business within the United States,
or a trust if a court within the United States is able to exercise primary
supervision over the administration of the trust and one or more United States
persons have authority to control all substantial decisions of the trustor
unless such Person has furnished the transferor and the Trustee with a duly
completed Internal Revenue Service Form W-8ECI, and (vii) any other Person so
designated by the Trustee based upon an Opinion of Counsel that the Transfer
of an Ownership Interest in a Class A-R Certificate to such Person may cause
any REMIC formed hereunder to fail to qualify as a REMIC at any time that any
Certificates are Outstanding. The terms "United States," "State" and
"International Organization" shall have the meanings set forth in section 7701
of the Code or successor provisions. A corporation will not be treated as an
instrumentality of the United States or of any State or political subdivision
thereof for these purposes if all of its activities are subject to tax and,
with the exception of the Federal Home Loan Mortgage Corporation, a majority
of its board of directors is not selected by such government unit.

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



                                     -29-
<PAGE>

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

            Prepayment Assumption: The applicable rate of prepayment, as
described in the Prospectus Supplement relating to the Certificates (other
than the Class A-IO Certificates).

            Prepayment Charge: With respect to any Mortgage Loan, the charges
or premiums, if any, due in connection with a full or partial prepayment of
such Mortgage Loan within the related Prepayment Charge Period in accordance
with the terms thereof (other than any Master Servicer Prepayment Charge
Payment Amount).

            Prepayment Charge Period: with respect to any to any Mortgage
Loan, the period of time during which a Prepayment Charge may be imposed.

            Prepayment Interest Excess: With respect to any Distribution Date,
for each Mortgage Loan that was the subject of a Principal Prepayment during
the period from the related Due Date to the end of the related Prepayment
Period, any payment of interest received in connection therewith (net of any
applicable Servicing Fee) representing interest accrued for any portion of
such month of receipt.

            Prepayment Interest Shortfall: With respect to any Distribution
Date, for each Mortgage Loan that was the subject of a partial Principal
Prepayment or a Principal Prepayment in full during the period from the
beginning of the related Prepayment Period to the Due Date in such Prepayment
Period (other than a Principal Prepayment in full resulting from the purchase
of a Mortgage Loan pursuant to Section 2.02, 2.03, 2.04, 3.12 or 9.01 hereof)
and for each Mortgage Loan that became a Liquidated Mortgage Loan during the
related Due Period, the amount, if any, by which (i) one month's interest at
the applicable Net Mortgage Rate on the Stated Principal Balance of such
Mortgage Loan immediately prior to such prepayment (or liquidation) or in the
case of a partial Principal Prepayment on the amount of such prepayment (or
Liquidation Proceeds) exceeds (ii) the amount of interest paid or collected in
connection with such Principal Prepayment or such Liquidation Proceeds.

            Prepayment Period: As to any Distribution Date, the time period
beginning with the opening of business on the ________ day of the calendar
month preceding the month in which such Distribution Date occurs (or, with
respect to the first Distribution Date, the period from the Cut-off Date) and
ending on the close of business on the ________ day of the month in which such
Distribution Date occurs.

            [Primary Carryover Reserve Fund Deposit: With respect to any
Distribution Date, an amount equal to the Net Rate Carryover for such
Distribution Date.]

            Prime Rate: The prime commercial lending rate of ____________, as
publicly announced to be in effect from time to time. The Prime Rate shall be
adjusted automatically, without notice, on the effective date of any change in
such prime commercial lending rate. The Prime Rate is not necessarily
____________'s lowest rate of interest.



                                     -30-
<PAGE>

            Principal Distribution Amount: With respect to the Distribution
Date occurring in __________ 200_, the sum of (i) the Principal Remittance
Amount for such Distribution Date, (ii) the Extra Principal Distribution
Amount for such Distribution Date, and (iii) the funds withdrawn from the
Principal Reserve Fund and deposited in the Distribution Account pursuant to
Section 3.05(d). With respect to each subsequent Distribution Date, the sum of
(i) the Principal Remittance Amount for such Distribution Date and (ii) the
Extra Principal Distribution Amount for such Distribution Date.

            Principal Prepayment: Any Mortgagor payment or other recovery of
(or proceeds with respect to) principal on a Mortgage Loan (including loans
purchased or repurchased under Sections 2.02, 2.03, 2.04, 3.12 and 9.01
hereof) that is received in advance of its scheduled Due Date and is not
accompanied by an amount as to interest representing scheduled interest due on
any date or dates in any month or months subsequent to the month of
prepayment. Partial Principal Prepayments shall be applied by the Master
Servicer in accordance with the terms of the related Mortgage Note.

            Principal Remittance Amount: As to any Distribution Date, (a) the
sum, without duplication, of: (i) the scheduled principal collected during the
related Due Period or advanced on or before the related Master Servicer
Advance Date, (ii) Principal Prepayments collected in the related Prepayment
Period, (iii) the Stated Principal Balance of each Mortgage Loan that was
repurchased by the Seller or purchased by the Master Servicer with respect to
such Distribution Date, (iv) the amount, if any, by which the aggregate unpaid
principal balance of any Replacement Mortgage Loans is less than the aggregate
unpaid principal balance of any Deleted Mortgage Loans delivered by the Seller
in connection with a substitution of a Mortgage Loan, and (v) all Liquidation
Proceeds (to the extent such Liquidation Proceeds related to principal) and
Subsequent Recoveries collected during the related Due Period; less (b) all
Nonrecoverable Advances relating to principal and certain expenses
reimbursable pursuant to Section 6.03 and reimbursed during the related Due
Period.

            Principal Reserve Fund: The separate Eligible Account created and
initially maintained by the Trustee pursuant to Section 3.08 in the name of
the Trustee for the benefit of the Certificateholders and designated
"_______________ in trust for registered holders of CWHEQ, Inc., Asset-Backed
Certificates, Series 200_-_". Funds in the Principal Reserve Fund shall be
held in trust for the Certificateholders for the uses and purposes set forth
in this Agreement.

            Private Certificates: The [Class C] Certificates and Class P
Certificates.

            Prospectus: The prospectus dated _____________, 200_, relating to
mortgage pass-through certificates to be sold by the Depositor.

            Prospectus Supplement: The prospectus supplement dated __________,
__ 200_, by which the Certificates may be offered from time to time, and any
supplements thereto.

            PTCE 95-60: As defined in Section 5.02(b).

            PUD: A Planned Unit Development.



                                     -31-
<PAGE>

            Purchase Price: With respect to any Mortgage Loan (x) required to
be (1) repurchased by the Seller or purchased by the Master Servicer, as
applicable, pursuant to Section 2.02, 2.03 or 3.12 hereof or (2) repurchased
by the Depositor pursuant to Section 2.04 hereof, or (y) that the Master
Servicer has a right to purchase pursuant to Section 3.12 hereof, an amount
equal to the sum of (i) 100% of the unpaid principal balance (or, if such
purchase or repurchase, as the case may be, is effected by the Master
Servicer, the Stated Principal Balance) of the Mortgage Loan as of the date of
such purchase, (ii) accrued interest thereon at the applicable Mortgage Rate
(or, if such purchase or repurchase, as the case may be, is effected by the
Master Servicer, at the Net Mortgage Rate) from (a) the date through which
interest was last paid by the Mortgagor (or, if such purchase or repurchase,
as the case may be, is effected by the Master Servicer, the date through which
interest was last advanced and not reimbursed by the Master Servicer) to (b)
the Due Date in the month in which the Purchase Price is to be distributed to
Certificateholders and (iii) any costs, expenses and damages incurred by the
Trust Fund resulting from any violation of any predatory or abusive lending
law in connection with such Mortgage Loan.

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

            Realized Loss: With respect to each Liquidated Mortgage Loan, an
amount (not less than zero or more than the Stated Principal Balance of the
Mortgage Loan) as of the date of such liquidation, equal to (i) the Stated
Principal Balance of such Liquidated Mortgage Loan as of the date on which
such loan became a Liquidated Mortgage Loan, minus (ii) the Liquidation
Proceeds, if any, received in connection with such liquidation during the
month in which such liquidation occurs, to the extent applied as recoveries of
principal of the Liquidated Mortgage Loan. With respect to each Mortgage Loan
that has become the subject of a Deficient Valuation, (i) if the value of the
related Mortgaged Property was reduced below the principal balance of the
related Mortgage Note, the amount by which the value of the Mortgaged Property
was reduced below the principal balance of the related Mortgage Note, and (ii)
if the principal amount due under the related Mortgage Note has been reduced,
the difference between the principal balance of the Mortgage Loan outstanding
immediately prior to such Deficient Valuation and the principal balance of the
Mortgage Loan as reduced by the Deficient Valuation. With respect to each
Mortgage Loan that has become the subject of a Debt Service Reduction and any
Distribution Date, the amount, if any, by which the related Scheduled Payment
was reduced.

            Record Date: With respect to the Class A-__, Class A-__, Class
A-__, Class A-__, Class M-[1], Class M-[2], Class B-[1], Class A-IO, Class A-R
, [Class C] and Class P Certificates and (x) the first Distribution Date, the
Closing Date and (y) any other Distribution Date, the last Business Day of the
month preceding the month of a Distribution Date. With respect to the Class
A-[1] Certificates, the Business Day immediately preceding a Distribution
Date, or if such Certificates are no longer book-entry certificates, the last
Business Day of the month preceding the month of a Distribution Date.



                                     -32-
<PAGE>

            Reference Bank Rate: With respect to any Accrual Period for the
Class A-[1] Certificates, the arithmetic mean (rounded upwards, if necessary,
to the nearest whole multiple of 0.03125%) of the offered rates for United
States dollar deposits for one month that are quoted by the Reference Banks as
of 11:00 a.m., New York City time, on the related Interest Determination Date
to prime banks in the London interbank market for a period of one month in
amounts approximately equal to the outstanding aggregate Certificate Principal
Balance of the Class A-[1] Certificates on such Interest Determination Date,
provided that at least two such Reference Banks provide such rate. If fewer
than two offered rates appear, the Reference Bank Rate will be the arithmetic
mean (rounded upwards, if necessary, to the nearest whole multiple of
0.03125%) of the rates quoted by one or more major banks in New York City,
selected by the Trustee, as of 11:00 a.m., New York City time, on such date
for loans in U.S. dollars to leading European banks for a period of one month
in amounts approximately equal to the outstanding aggregate Certificate
Principal Balance of the Class A-[1] Certificates on such Interest
Determination Date.

            Reference Banks: ______________, ______________ and _____________,
provided that if any of the foregoing banks are not suitable to serve as a
Reference Bank, then any leading banks selected by the Trustee which are
engaged in transactions in Eurodollar deposits in the international
Eurocurrency market (i) with an established place of business in London,
England, (ii) not controlling, under the control of or under common control
with the Depositor, the Seller, the Master Servicer, any successor Master
Servicer or any affiliate of any thereof and (iii) which have been designated
as such by the Trustee.

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

            Regular Certificate: Any Certificate other than a Class A-R
Certificate.

            Remittance Report: A report prepared by the Master Servicer and
delivered to the Trustee and the NIM Insurer in accordance with Section 4.04.

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

            Replacement Mortgage Loan: A Mortgage Loan substituted by the
Seller for a Deleted Mortgage Loan, which must, on the date of such
substitution, as confirmed in a Request for Release, substantially in the form
of Exhibit N, (i) have a Stated Principal Balance, after deduction of the
principal portion of the Scheduled Payment due in the month of substitution,
not in excess of, and not less than [90]% of the Stated Principal Balance of
the Deleted Mortgage Loan; (ii) have a Mortgage Rate not less than or no more
than [1]% per annum higher than the Mortgage Rate of the Deleted Mortgage
Loan; (iii) have the same or higher credit quality characteristics than that
of the Deleted Mortgage Loan; (iv) at the time of transfer to the Trustee, be
accruing interest at a Mortgage Rate not more than [1]% per annum higher or
lower than that of the Deleted Mortgage Loan; (v) have a Combined
Loan-to-Value Ratio no higher than that of the Deleted Mortgage Loan; (vi)
have a remaining term to maturity no greater than (and not more than one year
less than) that of the Deleted Mortgage Loan; (vii) not permit conversion of
the Mortgage Rate from a fixed rate to a variable rate or visa versa; (viii)
provide for a Prepayment Charge on terms substantially similar to those of the
Prepayment Charge, if any, of the Deleted


                                     -33-
<PAGE>

Mortgage Loan; (ix) have the same lien priority as the Deleted Mortgage Loan;
(x) constitute the same occupancy type as the Deleted Mortgage Loan; and (xi)
comply with each representation and warranty set forth in Section 2.03 hereof.

            Request for Document Release: A Request for Document Release
submitted by the Master Servicer to the Trustee, substantially in the form of
Exhibit M.

            Request for File Release: A Request for File Release submitted by
the Master Servicer to the Trustee, substantially in the form of Exhibit N.

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

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

            Rolling Sixty-Day Delinquency Rate: With respect to any
Distribution Date on or after the Stepdown Date, the average of the Sixty-Day
Delinquency Rates for such Distribution Date and the two immediately preceding
Distribution Dates.

            Rule 144A: Rule 144A under the Securities Act.

            Rule 144A Letter: As defined in Section 5.02(b).

            Scheduled Payment: With respect to any Mortgage Loan, the
scheduled monthly payment of principal and/or interest due on any Due Date on
such Mortgage Loan which is payable by the related Mortgagor from time to time
under the related Mortgage Note, determined: (a) after giving effect to (i)
any Deficient Valuation and/or Debt Service Reduction with respect to such
Mortgage Loan and (ii) any reduction in the amount of interest collectible
from the related Mortgagor pursuant to the Relief Act; (b) without giving
effect to any extension granted or agreed to by the Master Servicer pursuant
to Section 3.05(a); and (c) on the assumption that all other amounts, if any,
due under such Mortgage Loan are paid when due.

            [Secondary Carryover Reserve Fund Deposit: With respect to any
Distribution Date, an amount equal to the excess of (i) $[10,000] over (ii)
the amount of funds on deposit in the Carryover Reserve Fund following the
deposit therein of the Primary Carryover Reserve Fund Deposit pursuant to
Section 4.04(a) and following distributions therefrom pursuant to Section
4.04(c).]

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

            Seller: [Countrywide Home Loans, Inc., a New York corporation],
and its successors and assigns, in its capacity as seller of the Mortgage
Loans to the Depositor.



                                     -34-
<PAGE>

            Seller Shortfall Interest Requirement: For the Master Servicer
Advance Date in __________ 200_ the product of:

            (a) the excess of the aggregate Stated Principal Balance of the
Mortgage Loans, over the aggregate Stated Principal Balance of the Mortgage
Loans that have a scheduled payment of interest due in the related Due Period,
and

            (b) a fraction, the numerator of which is the weighted average Net
Mortgage Rate of the Mortgage Loans (weighted on the basis of the respective
Stated Principal Balances of the Mortgage Loans) as of the Cut-off Date and
the denominator of which is 12.

            Senior Enhancement Percentage: With respect to a Distribution Date
on or after the Stepdown Date, the fraction (expressed as a percentage) (1)
the numerator of which is the excess of (a) the aggregate Stated Principal
Balance of the Mortgage Loans for the preceding Distribution Date over (b) (i)
before the Certificate Principal Balances of the Class A Certificates have
been reduced to zero, the sum of the Certificate Principal Balances of the
Class A Certificates, or (ii) after such time, the Certificate Principal
Balance of the most senior Class of Subordinate Certificates outstanding, as
of the preceding Master Servicer Advance Date, and (2) the denominator of
which is the aggregate Stated Principal Balance of the Mortgage Loans for the
preceding Distribution Date.

            Servicing Advances: All customary, reasonable and necessary "out
of pocket" costs and expenses incurred in the performance by the Master
Servicer of its servicing obligations hereunder, including, but not limited
to, the cost of (i) the preservation, restoration and protection of a
Mortgaged Property, (ii) any enforcement or judicial proceedings, including
foreclosures, (iii) the management and liquidation of any REO Property and
(iv) compliance with the obligations under Section 3.10.

            Servicing Fee: As to each Mortgage Loan and any Distribution Date,
an amount equal to one month's interest at the Servicing Fee Rate on the
Stated Principal Balance of such Mortgage Loan for the preceding Distribution
Date or, in the event of any payment of interest that accompanies a Principal
Prepayment in full made by the Mortgagor, interest at the Servicing Fee Rate
on the Stated Principal Balance of such Mortgage Loan for the period covered
by such payment of interest.

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

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

            Sixty-Day Delinquency Rate: With respect to any Distribution Date,
a fraction, expressed as a percentage, the numerator of which is the aggregate
Stated Principal Balance for such Distribution Date of all Mortgage Loans 60
or more days delinquent as of the close of business on the last day of the
calendar month preceding such Distribution Date (including Mortgage Loans in
foreclosure and REO Properties) and the denominator of which is the aggregate
Stated Principal Balance for such Distribution Date of all Mortgage Loans.



                                     -35-
<PAGE>

            S&P: Standard & Poor's Ratings Services, a division of The
McGraw-Hill Companies, Inc. and its successors.

            Stated Principal Balance: With respect to any Mortgage Loan or
related REO Property (i) as of the Cut-off Date, the unpaid principal balance
of the Mortgage Loan as of such date (before any adjustment to the
amortization schedule for any moratorium or similar waiver or grace period),
after giving effect to any partial prepayments or Liquidation Proceeds
received prior to such date and to the payment of principal due on or prior to
such date and irrespective any delinquency in payment by the related
Mortgagor, and (ii) as of any other Distribution Date, the Stated Principal
Balance of the Mortgage Loan as of its Cut-off Date, minus the sum of (a) the
principal portion of the Scheduled Payments (x) due with respect to such
Mortgage Loan during each Due Period ending prior to such Distribution Date
and (y) that were received by the Master Servicer as of the close of business
on the Determination Date related to such Distribution Date or with respect to
which Advances were made as of the Master Servicer Advance Date related to
such Distribution Date, (b) all Principal Prepayments with respect to such
Mortgage Loan received by the Master Servicer during each Prepayment Period
ending prior to such Distribution Date, and (c) all Liquidation Proceeds
collected with respect to such Mortgage Loan during each Due Period ending
prior to such Distribution Date, to the extent applied by the Master Servicer
as recoveries of principal in accordance with Section 3.12. The Stated
Principal Balance of any Mortgage Loan that becomes a Liquidated Mortgage Loan
will be zero on each date following the Due Period in which such Mortgage Loan
becomes a Liquidated Mortgage Loan. References herein to the Stated Principal
Balance of the Mortgage Loans at any time shall mean the aggregate Stated
Principal Balance of all Mortgage Loans in the Trust Fund as of such time, and
references herein to the Stated Principal Balance of a Loan Subgroup at any
time shall mean the aggregate Stated Principal Balance of all Mortgage Loans
in such Loan Subgroup at such time.

            Stepdown Date: The earlier to occur of: (1) the Distribution Date
on which the Aggregate Class A Certificate Principal Balance is reduced to
zero, and (2) the later to occur of (x) the Distribution Date in __________
200_ and (y) the first Distribution Date on which the Aggregate Class A
Certificate Principal Balances (after giving effect to the distributions of
the Class A Principal Distribution Amount on such Distribution Date) is less
than or equal to ____% of the aggregate Stated Principal Balances of the
Mortgage Loans for such Distribution Date.

            Subordinate Certificates: The Class M-[1], Class M-[2] and Class
B-[1] Certificates.

            Subsequent Recoveries: As to any Distribution Date, with respect
to a Liquidated Mortgage Loan that resulted in a Realized Loss in a prior
calendar month, unexpected amounts received by the Master Servicer (net of any
related expenses permitted to be reimbursed pursuant to Section 3.08 and 3.12)
specifically related to such Liquidated Mortgage Loan after the classification
of such Mortgage Loan as a Liquidated Mortgage Loan.

            Subservicer: As defined in Section 3.02(a).

            Subservicing Agreement: As defined in Section 3.02(a).



                                     -36-
<PAGE>

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

            Substitution Amount: With respect to any Mortgage Loan substituted
pursuant to Section 2.03(c), the excess of (x) the principal balance of the
Mortgage Loan that is substituted for, over (y) the principal balance of the
related substitute Mortgage Loan, each balance being determined as of the date
of substitution.

            Tax Matters Person: The person designated as "tax matters person"
in the manner provided under Treasury regulation ss. 1.860F-4(d) and temporary
Treasury regulation ss. 301.6231(a)(7)-1T. Initially, this person shall be the
Trustee.

            Tax Matters Person Certificate: The Class A-R Certificate with a
Denomination of $0.05 and in the form of Exhibit E hereto.

            Terminator: As defined in Section 9.01.

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

            Transfer Affidavit: As defined in Section 5.02(c).

            Transferor Certificate: As defined in Section 5.02(b).

            Trigger Event: A Trigger Event shall be in effect with respect to
any Distribution Date on or after the Stepdown Date if either a Delinquency
Trigger Event or a Cumulative Loss Trigger Event exists as of such
Distribution Date.

            Trust Fund: The corpus of the trust created hereunder consisting
of (i) the Mortgage Loans and all interest and principal received on or with
respect thereto on and after the Cut-off Date to the extent not applied in
computing the Cut-off Date Principal Balance thereof, exclusive of interest
not required to be deposited in the Certificate Account pursuant to Section
3.05(b)(ii); (ii) the Certificate Account, the Distribution Account, [the
Carryover Reserve Fund] and the Principal Reserve Fund, and all amounts
deposited therein pursuant to the applicable provisions of this Agreement;
(iii) property that secured a Mortgage Loan and has been acquired by
foreclosure, deed in lieu of foreclosure or otherwise; (iv) the mortgagee's
rights under the Insurance Policies with respect to the Mortgage Loans; (v)
the rights of the Trustee, for the benefit of the Certificateholders; and (vi)
all proceeds of the conversion, voluntary or involuntary, of any of the
foregoing into cash or other liquid property.

            Trustee: _______________, a _____________________ not in its
individual capacity, but solely in its capacity as trustee for the benefit of
the Certificateholders under this Agreement, and any successor thereto, and
any corporation or national banking association resulting from or surviving
any consolidation or merger to which it or its successors may be a party and
any successor trustee as may from time to time be serving as successor trustee
hereunder.

            Trustee Advance Notice: As defined in Section 4.01(d).



                                     -37-
<PAGE>

            Trustee Advance Rate: With respect to any Advance made by the
Trustee pursuant to Section 4.01(b), a per annum rate of interest determined
as of the date of such Advance equal to the Prime Rate in effect on such date
plus ____%.

            Trustee Fee: As to any Distribution Date, an amount equal to
one-twelfth of the Trustee Fee Rate multiplied by the Pool Stated Principal
Balance with respect to such Distribution Date.

            Trustee Fee Rate: With respect to each Mortgage Loan, the per
annum rate agreed upon in writing on or prior to the Closing Date by the
Trustee and the Depositor, which is ____% per annum.

            Underwriter's Exemption: Prohibited Transaction Exemption 2002-41,
67 Fed. Reg. 54487 (2002), as amended (or any successor thereto), or any
substantially similar administrative exemption granted by the U.S. Department
of Labor.

            Underwriters: ________ and __________.

            Unpaid Realized Loss Amount: For any Class of Subordinate
Certificates and any Distribution Date, (x) the portion of the aggregate
Applied Realized Loss Amount previously allocated to that Class remaining
unpaid from prior Distribution Dates minus (y) any increase in the Certificate
Principal Balance of that Class due to the allocation of Subsequent Recoveries
to the Certificate Principal Balance of that Class pursuant to Section 4.04.

            Voting Rights: The portion of the voting rights of all the
Certificates that is allocated to any Certificates for purposes of the voting
provisions hereunder. Voting Rights allocated to each Class of Certificates
shall be allocated [96]% to the Class A-[1], Class A-__, Class A-__, Class
A-__, Class A-__, Class M-[1] and Class M-[2] Certificates, and __% to the
Class A-IO Certificates, Class A-R Certificates, [Class C] Certificates and
Class P Certificates; with the allocation among the Class A-[1], Class A-__,
Class A-__, Class A-__, Class A-__, Class M-[1] and Class M-[2] Certificates
to be in proportion to the Certificate Principal Balance (or Notional Amount,
as applicable) of each Class relative to the Certificate Principal Balance (or
Notional Amount, as applicable) of all other such Classes, and with the
allocation among the Class A-IO, Class A-R, [Class C] and Class P Certificates
being one-quarter each. Voting Rights will be allocated among the Certificates
of each such Class in accordance with their respective Percentage Interests.

            Section 1.02   Certain Interpretive Provisions.

            All terms defined in this Agreement shall have the defined
meanings when used in any certificate, agreement or other document delivered
pursuant hereto unless otherwise defined therein. For purposes of this
Agreement and all such certificates and other documents, unless the context
otherwise requires: (a) accounting terms not otherwise defined in this
Agreement, and accounting terms partly defined in this Agreement to the extent
not defined, shall have the respective meanings given to them under generally
accepted accounting principles; (b) the words "hereof," "herein" and
"hereunder" and words of similar import refer to this Agreement (or the
certificate, agreement or other document in which they are used) as a whole
and not to any particular provision of this Agreement (or such certificate,
agreement or


                                     -38-
<PAGE>

document); (c) references to any Section, Schedule or Exhibit are references
to Sections, Schedules and Exhibits in or to this Agreement, and references to
any paragraph, subsection, clause or other subdivision within any Section or
definition refer to such paragraph, subsection, clause or other subdivision of
such Section or definition; (d) the term "including" means "including without
limitation"; (e) references to any law or regulation refer to that law or
regulation as amended from time to time and include any successor law or
regulation; (f) references to any agreement refer to that agreement as amended
from time to time; and (g) references to any Person include that Person's
permitted successors and assigns.




                                     -39-
<PAGE>

                                 ARTICLE II.

                         CONVEYANCE OF MORTGAGE LOANS;
                        REPRESENTATIONS AND WARRANTIES

            Section 2.01   Conveyance of Mortgage Loans.

            (a) The Seller hereby sells, transfers, assigns, sets over and
otherwise conveys to the Depositor, without recourse, all the right, title and
interest of the Seller in and to (i) the Mortgage Loans, including all
interest and principal received and receivable by the Seller on or with
respect to the Mortgage Loans after the Cut-off Date (to the extent not
applied in computing the Cut-off Date Principal Balance thereof) or deposited
into the Certificate Account by the Master Servicer on behalf of the Seller as
a Certificate Account Deposit as provided in this Agreement, other than
principal due on the Mortgage Loans on or prior to the Cut-off Date and
interest accruing prior to the Cut-off Date, (ii) the mortgagee's rights under
the Insurance Policies with respect to the Mortgage Loans and (iii) all
proceeds of the conversion, voluntary or involuntary, of any of the foregoing
into cash or other liquid property. The Seller confirms that, concurrently
with the transfer and assignment, it has deposited into the Certificate
Account the Certificate Account Deposit.

            Immediately upon the conveyance of the Mortgage Loans referred to
in the preceding paragraph, the Depositor hereby sells, transfers, assigns,
sets over and otherwise conveys to the Trustee for benefit of the
Certificateholders, without recourse, all right title and interest of the
Depositor in and to (A) the Mortgage Loans, including all interest and
principal received and receivable by the Seller on or with respect to the
Mortgage Loans after the Cut-off Date (to the extent not applied in computing
the Cut-off Date Principal Balance thereof) or deposited into the Certificate
Account by the Master Servicer on behalf of the Seller as a Certificate
Account Deposit as provided in this Agreement, other than principal due on the
Mortgage Loans on or prior to the Cut-off Date and interest accruing prior to
the Cut-off Date, (B) the mortgagee's rights under the Insurance Policies with
respect to the Mortgage Loans, and (C) all proceeds of the conversion,
voluntary or involuntary, of any of the foregoing into cash or other liquid
property.

            (b) [Reserved]

            (c) [Reserved]

            (d) [Reserved]

            (e) [Reserved]

            (f) [Reserved]

            (g) In connection with the transfer and assignment of each
Mortgage Loan, the Depositor has delivered to, and deposited with, the Trustee
(or, in the case of the Delay Delivery Mortgage Loans, will deliver to, and
deposit with, the Trustee within the time periods specified in the definition
of "Delay Delivery Mortgage Loans") (except as provided in clause (vi) below)
for the benefit of the Certificateholders, the following documents or
instruments with


                                     -40-
<PAGE>

respect to each such Mortgage Loan so assigned (with respect to each Mortgage
Loan, clause (i) through (vi) below, together, the "Mortgage File" for each
such Mortgage Loan):

            (i) the original Mortgage Note, endorsed by the Seller or the
     originator of such Mortgage Loan, without recourse, in the following
     form: "Pay to the order of ________________ without recourse", with all
     intervening endorsements that show a complete chain of endorsement from
     the originator to the Seller, or, if the original Mortgage Note has been
     lost or destroyed and not replaced, an original lost note affidavit from
     the Seller, stating that the original Mortgage Note was lost or
     destroyed, together with a copy of the related Mortgage Note;

            (ii) in the case of each Mortgage Loan that is not a MERS Mortgage
     Loan, the original recorded Mortgage, and in the case of each MERS
     Mortgage Loan, the original Mortgage, noting the presence of the MIN of
     the Mortgage Loan and language indicating that the Mortgage Loan is a MOM
     Loan if the Mortgage Loan is a MOM Loan, with evidence of recording
     indicated thereon, or a copy of the Mortgage certified by the public
     recording office in which such Mortgage has been recorded;

            (iii) in the case of each Mortgage Loan that is not a MERS Mortgage
     Loan, a duly executed assignment of the Mortgage to "Asset-Backed
     Certificates, Series 200_-_ CWHEQ, Inc., by ________________, a
     ______________________, as trustee under the Pooling and Servicing
     Agreement dated as of __________, __ 200_, without recourse" (each such
     assignment, when duly and validly completed, to be in recordable form and
     sufficient to effect the assignment of and transfer to the assignee
     thereof, under the Mortgage to which such assignment relates);

            (iv) the original recorded assignment or assignments of the Mortgage
     together with all interim recorded assignments of such Mortgage (noting
     the presence of a MIN in the case of each MERS Mortgage Loan);

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

            (vi) the original or duplicate original lender's title policy or a
     printout of the electronic equivalent and all riders thereto or, in the
     event such original title policy has not been received from the insurer,
     such original or duplicate original lender's title policy and all riders
     thereto shall be delivered within one year of the Closing Date.

            In addition, in connection with the assignment of any MERS
Mortgage Loan, the Seller agrees that it will cause, at the Seller's own
expense, the MERS(R) System to indicate (and provide evidence to the Trustee
that it has done so) that such Mortgage Loans have been assigned by the Seller
to the Trustee in accordance with this Agreement for the benefit of the
Certificateholders by including (or deleting, in the case of Mortgage Loans
which are repurchased in accordance with this Agreement) in such computer
files (a) the code "[IDENTIFY TRUSTEE SPECIFIC CODE]" in the field "[IDENTIFY
THE FIELD NAME FOR TRUSTEE]" which identifies the Trustee and (b) the code
"[IDENTIFY SERIES SPECIFIC CODE NUMBER]" in the field "Pool Field" which
identifies the series of the


                                     -41-
<PAGE>

Certificates issued in connection with such Mortgage Loans. The Seller further
agrees that it will not, and will not permit the Master Servicer to, and the
Master Servicer agrees that it will not, alter the codes referenced in this
paragraph with respect to any Mortgage Loan during the term of this Agreement
unless and until such Mortgage Loan is repurchased in accordance with the
terms of this Agreement.

            In the event that in connection with any Mortgage Loan that is not
a MERS Mortgage Loan the Seller cannot deliver the original recorded Mortgage
or all interim recorded assignments of the Mortgage satisfying the
requirements of clause (ii), (iii) or (iv) concurrently with the execution and
delivery hereof, the Seller shall deliver or cause to be delivered to the
Trustee a true copy of such Mortgage and of each such undelivered interim
assignment of the Mortgage each certified by the Seller, the applicable title
company, escrow agent or attorney, or the originator of such Mortgage, as the
case may be, to be a true and complete copy of the original Mortgage or
assignment of Mortgage submitted for recording. For any such Mortgage Loan
that is not a MERS Mortgage Loan the Seller shall promptly deliver or cause to
be delivered to the Trustee such original Mortgage and such assignment or
assignments with evidence of recording indicated thereon upon receipt thereof
from the public recording official, or a copy thereof, certified, if
appropriate, by the relevant recording office, but in no event shall any such
delivery be made later than 270 days following the Closing Date; provided that
in the event that by such date the Seller is unable to deliver or cause to be
delivered each such Mortgage and each interim assignment by reason of the fact
that any such documents have not been returned by the appropriate recording
office, or, in the case of each interim assignment, because the related
Mortgage has not been returned by the appropriate recording office, the Seller
shall deliver or cause to be delivered such documents to the Trustee as
promptly as possible upon receipt thereof. If the public recording office in
which a Mortgage or interim assignment thereof is recorded retains the
original of such Mortgage or assignment, a copy of the original Mortgage or
assignment so retained, with evidence of recording thereon, certified to be
true and complete by such recording office, shall satisfy the Seller's
obligations in Section 2.01. If any document submitted for recording pursuant
to this Agreement is (x) lost prior to recording or rejected by the applicable
recording office, the Seller shall immediately prepare or cause to be prepared
a substitute and submit it for recording, and shall deliver copies and
originals thereof in accordance with the foregoing or (y) lost after
recording, the Seller shall deliver to the Trustee a copy of such document
certified by the applicable public recording office to be a true and complete
copy of the original recorded document. The Seller shall promptly forward or
cause to be forwarded to the Trustee (x) from time to time additional original
documents evidencing an assumption or modification of a Mortgage Loan and (y)
any other documents required to be delivered by the Depositor or the Master
Servicer to the Trustee within the time periods specified in this Section
2.01.

            With respect to each Mortgage Loan other than a MERS Mortgage Loan
as to which the related Mortgaged Property and Mortgage File are located in
(a) the State of California or (b) any other jurisdiction under the laws of
which the recordation of the assignment specified in clause (iii) above is not
necessary to protect the Trustee's and the Certificateholders, interest in the
related Mortgage Loan, as evidenced by an Opinion of Counsel, delivered by the
Seller to the Trustee and a copy to the Rating Agencies, in lieu of recording
the assignment specified in clause (iii) above, the Seller may deliver an
unrecorded assignment in blank, in form otherwise suitable for recording to
the Trustee; provided that if the related Mortgage has not been returned


                                     -42-
<PAGE>

from the applicable public recording office, such assignment, or any copy
thereof, of the Mortgage may exclude the information to be provided by the
recording office. As to any Mortgage Loan other than a MERS Mortgage Loan, the
procedures of the preceding sentence shall be applicable only so long as the
related Mortgage File is maintained in the possession of the Trustee in the
State or jurisdiction described in such sentence. In the event that with
respect to Mortgage Loans other than MERS Mortgage Loans (i) the Seller, the
Depositor or the Master Servicer gives written notice to the Trustee that
recording is required to protect the right, title and interest of the Trustee
on behalf of the Certificateholders in and to any Mortgage Loan, (ii) a court
recharacterizes the sale of the Mortgage Loans as a financing, or (iii) as a
result of any change in or amendment to the laws of the State or jurisdiction
described in the first sentence of this paragraph or any applicable political
subdivision thereof, or any change in official position regarding application
or interpretation of such laws, including a holding by a court of competent
jurisdiction, such recording is so required, the Trustee shall complete the
assignment in the manner specified in clause (iii) of the second paragraph of
this Section 2.01 and the Seller shall submit or cause to be submitted for
recording as specified above or, should the Seller fail to perform such
obligations, the Trustee shall cause the Master Servicer, at the Master
Servicer's expense, to cause each such previously unrecorded assignment to be
submitted for recording as specified above. In the event a Mortgage File is
released to the Master Servicer as a result of the Master Servicer's having
completed a Request for Release in the form of Exhibit M, the Trustee shall
complete the assignment of the related Mortgage in the manner specified in
clause (iii) of the second paragraph of this Section 2.01.

            So long as the Trustee maintains an office in the State of
California, the Trustee shall maintain possession of and not remove or attempt
to remove from the State of California any of the Mortgage Files as to which
the related Mortgaged Property is located in such State. In the event that the
Seller fails to record an assignment of a Mortgage Loan as herein provided
within 90 days of notice of an event set forth in clause (i), (ii) or (iii) of
the above paragraph, the Master Servicer shall prepare and, if required
hereunder, file such assignments for recordation in the appropriate real
property or other records office. The Seller hereby appoints the Master
Servicer (and any successor servicer hereunder) as its attorney-in-fact with
full power and authority acting in its stead for the purpose of such
preparation, execution and filing.

            In the case of Mortgage Loans that become the subject of a
Principal Prepayment between the Closing Date and the Cut-off Date, the Seller
shall deposit or cause to be deposited in the Certificate Account the amount
required to be deposited therein with respect to such payment pursuant to
Section 3.05 hereof.

            Notwithstanding anything to the contrary in this Agreement, within
thirty days after the Closing Date, the Seller shall either (i) deliver to the
Trustee the Mortgage File as required pursuant to this Section 2.01 for each
Delay Delivery Mortgage Loan or (ii) (A) repurchase the Delay Delivery
Mortgage Loan or (B) substitute the Delay Delivery Mortgage Loan for a
Replacement Mortgage Loan, which repurchase or substitution shall be
accomplished in the manner and subject to the conditions set forth in Section
2.03, provided that if the Seller fails to deliver a Mortgage File for any
Delay Delivery Mortgage Loan within the period provided in the prior sentence,
the cure period provided for in Section 2.02 or in Section 2.03 shall not
apply to the initial delivery of the Mortgage File for such Delay Delivery
Mortgage Loan, but rather the Seller shall have five (5) Business Days to cure
such failure to deliver. The


                                     -43-
<PAGE>

Seller shall promptly provide each Rating Agency with written notice of any
cure, repurchase or substitution made pursuant to the proviso of the preceding
sentence. On or before the thirtieth (30th) day (or if such thirtieth day is
not a Business Day, the succeeding Business Day) after the Closing Date, the
Trustee shall, in accordance with the provisions of Section 2.02, send a Delay
Delivery Certification substantially in the form annexed hereto as Exhibit G-3
(with any applicable exceptions noted thereon) for all Delay Delivery Mortgage
Loans delivered within thirty (30) days after such date. The Trustee will
promptly send a copy of such Delay Delivery Certification to each Rating
Agency.

            Section 2.02   Acceptance by Trustee of the Mortgage Loans.

            (a) The Trustee acknowledges receipt, subject to the limitations
contained in and any exceptions noted in the Initial Certification in the form
annexed hereto as Exhibit G-1 and in the list of exceptions attached thereto,
of the documents referred to in clauses (i) and (iii) of Section 2.01(g) above
with respect to the Mortgage Loans and all other assets included in the Trust
Fund and declares that it holds and will hold such documents and the other
documents delivered to it constituting the Mortgage Files, and that it holds
or will hold such other assets included in the Trust Fund, in trust for the
exclusive use and benefit of all present and future Certificateholders.

            The Trustee agrees to execute and deliver on the Closing Date to
the Depositor, the Master Servicer and the Seller an Initial Certification
substantially in the form annexed hereto as Exhibit G-1 to the effect that, as
to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any
Mortgage Loan paid in full or any Mortgage Loan specifically identified in
such certification as not covered by such certification), the documents
described in Section 2.01(g)(i) and, in the case of each Mortgage Loan that is
not a MERS Mortgage Loan, the documents described in Section 2.01(g)(iii),
with respect to such Mortgage Loan as are in the Trustee's possession, and
based on its review and examination and only as to the foregoing documents,
such documents appear regular on their face and relate to such Mortgage Loan.
The Trustee agrees to execute and deliver within 30 days after the Closing
Date to the Depositor, the Master Servicer and the Seller an Interim
Certification substantially in the form annexed hereto as Exhibit G-2 to the
effect that, as to each Mortgage Loan listed in the Mortgage Loan Schedule
(other than any Mortgage Loan paid in full or any Mortgage Loan specifically
identified in such certification as not covered by such certification), all
documents required to be delivered to the Trustee pursuant to this Agreement
with respect to such Mortgage Loan are in its possession (except those
described in Section 2.01(g)(vi)) and based on its review and examination and
only as to the foregoing documents, (i) such documents appear regular on their
face and relate to such Mortgage Loan, and (ii) the information set forth in
items (ii), (iii), (iv), (v), (vi), (viii) and (xi) of the definition of the
"Mortgage Loan Schedule" accurately reflects information set forth in the
Mortgage File. On or before the thirtieth (30th) day after the Closing Date
(or if such thirtieth day is not a Business Day, the succeeding Business Day),
the Trustee shall deliver to the Depositor, the Master Servicer and the Seller
a Delay Delivery Certification with respect to the Mortgage Loans
substantially in the form annexed hereto as Exhibit G-3, with any applicable
exceptions noted thereon. The Trustee shall be under no duty or obligation to
inspect, review or examine such documents, instruments, certificates or other
papers to determine that the same are genuine, enforceable or appropriate for
the represented purpose or that they have actually been


                                     -44-
<PAGE>

recorded in the real estate records or that they are other than what they
purport to be on their face.

            Not later than 180 days after the Closing Date, the Trustee shall
deliver to the Depositor, the Master Servicer and the Seller (and to any
Certificateholder that so requests) a Final Certification with respect to the
Mortgage Loans substantially in the form annexed hereto as Exhibit H, with any
applicable exceptions noted thereon.

            In connection with the Trustee's completion and delivery of such
Final Certification, the Trustee shall review each Mortgage File with respect
to the Mortgage Loans to determine that such Mortgage File contains the
documents identified in clauses (i) through (vi) of Section 2.01(f) with
respect to such Mortgage Loans.

            If, in the course of such review, the Trustee finds any document
or documents constituting a part of such Mortgage File that do not meet the
requirements of clauses (i)-(iv) and (vi) of Section 2.01(f), the Trustee
shall include such exceptions in such Final Certification (and the Trustee
shall state in such Final Certification whether any Mortgage File does not
then include the original or duplicate original lender's title policy or a
printout of the electronic equivalent and all riders thereto). If the public
recording office in which a Mortgage or assignment thereof is recorded retains
the original of such Mortgage or assignment, a copy of the original Mortgage
or assignment so retained, with evidence of recording thereon, certified to be
true and complete by such recording office, shall be deemed to satisfy the
requirements of clause (ii), (iii) or (iv) of Section 2.01(f), as applicable.
The Seller shall promptly correct or cure such defect referred to above within
90 days from the date it was so notified of such defect and, if the Seller
does not correct or cure such defect within such period, the Seller shall
either (A) if the time to cure such defect expires prior to the end of the
second anniversary of the Closing Date, substitute for the related Mortgage
Loan a Replacement Mortgage Loan, which substitution shall be accomplished in
the manner and subject to the conditions set forth in Section 2.03, or (B)
purchase such Mortgage Loan from the Trust Fund within 90 days from the date
the Seller was notified of such defect in writing at the Purchase Price of
such Mortgage Loan; provided that any such substitution pursuant to (A) above
or repurchase pursuant to (B) above shall not be effected prior to the
delivery to the Trustee of the Opinion of Counsel required by Section 2.05
hereof and any substitution pursuant to (A) above shall not be effected prior
to the additional delivery to the Trustee of a Request for File Release. No
substitution will be made in any calendar month after the Determination Date
for such month. The Purchase Price for any such Mortgage Loan shall be
deposited by the Seller in the Certificate Account and, upon receipt of such
deposit and Request for File Release with respect thereto, the Trustee shall
release the related Mortgage File to the Seller and shall execute and deliver
at the Seller's request such instruments of transfer or assignment as the
Seller has prepared, in each case without recourse, as shall be necessary to
vest in the Seller, or a designee, the Trustee's interest in any Mortgage Loan
released pursuant hereto. If pursuant to the foregoing provisions the Seller
repurchases a Mortgage Loan that is a MERS Mortgage Loan, the Master Servicer
shall cause MERS to execute and deliver an assignment of the Mortgage in
recordable form to transfer the Mortgage from MERS to the Seller and shall
cause such Mortgage to be removed from registration on the MERS(R) System in
accordance with MERS' rules and regulations.



                                     -45-
<PAGE>

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

            It is understood and agreed that the obligation of the Seller to
substitute for or to purchase any Mortgage Loan that does not meet the
requirements of Section 2.02(a)(i) or (ii) shall constitute the sole remedy
respecting such defect available to the Trustee, the Depositor and any
Certificateholder against the Seller.

            Section 2.03   Representations, Warranties and Covenants of the
                           Master Servicer and the Seller.

            (a) The Master Servicer hereby represents and warrants to the
Depositor and the Trustee as follows, as of the date hereof with respect to
the Mortgage Loans:

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

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

            (iii) The execution and delivery of this Agreement by the Master
     Servicer, the servicing of the Mortgage Loans by the Master Servicer
     under this Agreement, the consummation of any other of the transactions
     contemplated by this Agreement, and the fulfillment of or compliance with
     the terms hereof are in the ordinary course of business of the Master
     Servicer and will not (A) result in a material breach of any term or
     provision of the certificate of limited partnership, partnership
     agreement or other


                                     -46-
<PAGE>

     organizational document of the Master Servicer or (B) materially conflict
     with, result in a material breach, violation or acceleration of, or
     result in a material default under, the terms of any other material
     agreement or instrument to which the Master Servicer is a party or by
     which it may be bound, or (C) constitute a material violation of any
     statute, order or regulation applicable to the Master Servicer of any
     court, regulatory body, administrative agency or governmental body having
     jurisdiction over the Master Servicer; and the Master Servicer is not in
     breach or violation of any material indenture or other material agreement
     or instrument, or in violation of any statute, order or regulation of any
     court, regulatory body, administrative agency or governmental body having
     jurisdiction over it which breach or violation may materially impair the
     Master Servicer's ability to perform or meet any of its obligations under
     this Agreement.

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

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

            (vi) No consent, approval, authorization or order of any court or
     governmental agency or body is required for the execution, delivery and
     performance by the Master Servicer of, or compliance by the Master
     Servicer with, this Agreement or the consummation of the transactions
     contemplated hereby, or if any such consent, approval, authorization or
     order is required, the Master Servicer has obtained the same.

            (vii) The Master Servicer is a member of MERS in good standing, and
     will comply in all material respects with the rules and procedures of
     MERS in connection with the servicing of the Mortgage Loans for as long
     as such Mortgage Loans are registered with MERS.

            (b) The Seller hereby represents and warrants to the Depositor and
the Trustee as follows, as of the Cut-off Date (unless otherwise indicated or
the context otherwise requires, percentages with respect to the Mortgage Loans
are measured by the Cut-off Date Principal Balance):

            (i) The Seller is duly organized as a ________ corporation and is
     validly existing and in good standing under the laws of the ____________
     and is duly authorized and qualified to transact any and all business
     contemplated by this Agreement to be conducted by the Seller in any state
     in which a Mortgaged Property is located or is otherwise not required
     under applicable law to effect such qualification and, in any event, is
     in compliance with the doing business laws of any such state, to the
     extent necessary to ensure its ability to enforce each Mortgage Loan, to
     sell the Mortgage Loans in


                                     -47-
<PAGE>

     accordance with the terms of this Agreement to perform any of its other
     obligations under this Agreement in accordance with the terms hereof.

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

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

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

            (v) No litigation is pending or, to the best of the Seller's
     knowledge, threatened, against the Seller that would materially and
     adversely affect the execution, delivery or enforceability of this
     Agreement or the ability of the Seller to sell the Mortgage Loans or to
     perform any of its other obligations under this Agreement in accordance
     with the terms hereof.

            (vi) No consent, approval, authorization or order of any court or
     governmental agency or body is required for the execution, delivery and
     performance by the Seller of, or compliance by the Seller with, this
     Agreement or the consummation of the transactions contemplated hereby, or
     if any such consent, approval, authorization or order is required, the
     Seller has obtained the same.



                                     -48-
<PAGE>

            (vii) The information set forth on Exhibit F-1 hereto with respect
     to each Mortgage Loan is true and correct in all material respects as of
     the Closing Date.

            (viii) The Seller will treat the transfer of the Mortgage Loans to
     the Depositor as a sale of the Mortgage Loans for all tax, accounting and
     regulatory purposes.

            (ix) None of the Mortgage Loans are more than 60 days delinquent in
     payment of principal and interest.

            (x) No Mortgage Loan had a Combined Loan-to-Value Ratio at
     origination in excess of 100%.

            (xi) Each Mortgage Loan is secured by a valid and enforceable
     [second lien] on the related Mortgaged Property, subject only to (1) the
     lien of non-delinquent current real property taxes and assessments, (2)
     covenants, conditions and restrictions, rights of way, easements and
     other matters of public record as of the date of recording of such
     Mortgage, such exceptions appearing of record being acceptable to
     mortgage lending institutions generally or specifically reflected in the
     appraisal made in connection with the origination of the related Mortgage
     Loan, (3) other matters to which like properties are commonly subject
     that do not materially interfere with the benefits of the security
     intended to be provided by such Mortgage and (4) any senior mortgage loan
     secured by such Mortgaged Property and identified in the Mortgage File
     related to such Mortgage Loan.

            (xii) Immediately prior to the assignment of each Mortgage Loan to
     the Depositor, the Seller had good title to, and was the sole owner of,
     such Mortgage Loan free and clear of any pledge, lien, encumbrance or
     security interest and had full right and authority, subject to no
     interest or participation of, or agreement with, any other party, to sell
     and assign the same pursuant to this Agreement.

            (xiii) There is no delinquent tax or assessment lien against any
     Mortgaged Property.

            (xiv) There is no valid offset, claim, defense or counterclaim to
     any Mortgage Note or Mortgage, including the obligation of the Mortgagor
     to pay the unpaid principal of or interest on such Mortgage Note.

            (xv) There are no mechanics' liens or claims for work, labor or
     material affecting any Mortgaged Property that are or may be a lien prior
     to, or equal with, the lien of such Mortgage, except those that are
     insured against by the title insurance policy referred to in item (xix)
     below.

            (xvi) As of the Closing Date, to the best of the Seller's knowledge,
     each Mortgaged Property is free of material damage and is in good repair.

            (xvii) To the best of the Seller's knowledge, each Mortgage Loan, at
     the time it was originated, complied in all material respects with
     applicable local, state and federal laws, including, but not limited to,
     all applicable predatory and abusive lending laws.



                                     -49-
<PAGE>

            (xviii) As of the Closing Date, neither the Seller nor any prior
     holder of any Mortgage has modified the Mortgage in any material respect
     (except that a Mortgage Loan may have been modified by a written
     instrument that has been recorded or submitted for recordation, if
     necessary, to protect the interests of the Certificateholders and the
     original or a copy of which has been delivered to the Trustee);
     satisfied, cancelled or subordinated such Mortgage in whole or in part;
     released the related Mortgaged Property in whole or in part from the lien
     of such Mortgage; or executed any instrument of release, cancellation,
     modification (except as expressly permitted above) or satisfaction with
     respect thereto.

            (xix) A lender's policy of title insurance together with a
     condominium endorsement and extended coverage endorsement, if applicable,
     in an amount at least equal to the Cut-off Date Stated Principal Balance
     of each such Mortgage Loan or a commitment (binder) to issue the same was
     effective on the date of the origination of each Mortgage Loan, each such
     policy is valid and remains in full force and effect, and each such
     policy was issued by a title insurer qualified to do business in the
     jurisdiction where the Mortgaged Property is located and acceptable to
     Fannie Mae or Freddie Mac and is in a form acceptable to Fannie Mae or
     Freddie Mac, which policy insures the Seller and successor owners of
     indebtedness secured by the insured Mortgage, as to the first priority
     lien, of the Mortgage subject to the exceptions set forth in paragraph
     (iv) above; to the best of the Seller's knowledge, no claims have been
     made under such mortgage title insurance policy and no prior holder of
     the related Mortgage, including the Seller, has done, by act or omission,
     anything that would impair the coverage of such mortgage title insurance
     policy.

            (xx) No Mortgage Loan was the subject of a Principal Prepayment in
     full between the Closing Date and the Cut-off Date.

            (xxi) To the best of the Seller's knowledge, all of the improvements
     that were included for the purpose of determining the Appraised Value of
     the Mortgaged Property lie wholly within the boundaries and building
     restriction lines of such property, and no improvements on adjoining
     properties encroach upon the Mortgaged Property.

            (xxii) To the best of the Seller's knowledge, no improvement located
     on or being part of the Mortgaged Property is in violation of any
     applicable zoning law or regulation. To the best of the Seller's
     knowledge, all inspections, licenses and certificates required to be made
     or issued with respect to all occupied portions of the Mortgaged Property
     and, with respect to the use and occupancy of the same, including but not
     limited to certificates of occupancy and fire underwriting certificates,
     have been made or obtained from the appropriate authorities, unless the
     lack thereof would not have a material adverse effect on the value of
     such Mortgaged Property, and the Mortgaged Property is lawfully occupied
     under applicable law.

            (xxiii) The Mortgage Note and the related Mortgage are genuine, and
     each is the legal, valid and binding obligation of the maker thereof,
     enforceable in accordance with its terms and under applicable law, except
     that (a) the enforceability thereof may be limited by bankruptcy,
     insolvency, moratorium, receivership and other similar laws


                                     -50-
<PAGE>

     relating to creditors' rights generally and (b) the remedy of specific
     performance and injunctive and other forms of equitable relief may be
     subject to equitable defenses and to the discretion of the court before
     which any proceeding therefor may be brought. To the best of the Seller's
     knowledge, all parties to the Mortgage Note and the Mortgage had legal
     capacity to execute the Mortgage Note and the Mortgage and each Mortgage
     Note and Mortgage have been duly and properly executed by such parties.

            (xxiv) The proceeds of the Mortgage Loan have been fully disbursed,
     there is no requirement for future advances thereunder, and any and all
     requirements as to completion of any on-site or off-site improvements and
     as to disbursements of any escrow funds therefor have been complied with.
     All costs, fees and expenses incurred in making, or closing or recording
     the Mortgage Loans were paid. (xxv) The related Mortgage contains
     customary and enforceable provisions that render the rights and remedies
     of the holder thereof adequate for the realization against the Mortgaged
     Property of the benefits of the security, including, (i) in the case of a
     Mortgage designated as a deed of trust, by trustee's sale, and (ii)
     otherwise by judicial foreclosure.

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

            (xxvii) Each Mortgage Note and each Mortgage is acceptable in form
     to Fannie Mae and Freddie Mac.

            (xxviii) There exist no deficiencies with respect to escrow deposits
     and payments, if such are required, for which customary arrangements for
     repayment thereof have not been made, and no escrow deposits or payments
     of other charges or payments due the Seller have been capitalized under
     the Mortgage or the related Mortgage Note.

            (xxix) The origination, underwriting, servicing and collection
     practices with respect to each Mortgage Loan have been in all respects
     legal, proper, prudent and customary in the mortgage lending and
     servicing business, as conducted by prudent lending institutions which
     service mortgage loans of the same type in the jurisdiction in which the
     Mortgaged Property is located.

            (xxx) There is no pledged account or other security other than real
     estate securing the Mortgagor's obligations.

            (xxxi) No Mortgage Loan has a shared appreciation feature, or other
     contingent interest feature.

            (xxxii) Each Mortgage Loan contains a customary "due on sale"
     clause.



                                     -51-
<PAGE>

            (xxxiii) Approximately ____% of the Mortgage Loans are secured by
     two- to four-family dwellings. Approximately ____% of the Mortgage Loans
     are secured by condominiums units. No less than approximately ____% of
     the Mortgage Loans are secured by single family detached dwellings.
     Approximately ____% of the Mortgage Loans are secured by PUDs.

            (xxxiv) No Mortgage Loan had a principal balance in excess of
     $_________ at origination.

            (xxxv) [Reserved];

            (xxxvi) Each Mortgage Loan was originated on or after __________, __
     200_;

            (xxxvii) [Reserved]

            (xxxviii) [Reserved]

            (xxxix) Approximately ____% of the Mortgage Loans provide for a
     prepayment penalty.

            (xl) [Reserved]

            (xli) On the basis of representations made by the Mortgagors in
     their loan applications, approximately ____% of the Mortgage Loans are
     secured by investor properties, approximately ____% of the owner-occupied
     Mortgage Loans are secured by owner-occupied Mortgaged Properties that
     are primary residences and approximately ____% of the owner-occupied
     Mortgage Loans are secured by owner-occupied Mortgaged Properties that
     are secondary residences.

            (xlii) At the Cut-off Date, the improvements upon each Mortgaged
     Property are covered by a valid and existing hazard insurance policy with
     a generally acceptable carrier that provides for fire and extended
     coverage and coverage for such other hazards as are customary in the area
     where the Mortgaged Property is located in an amount that is at least
     equal to the lesser of (i) the maximum insurable value of the
     improvements securing such Mortgage Loan or (ii) the greater of (a) the
     outstanding principal balance of the Mortgage Loan and (b) an amount such
     that the proceeds of such policy shall be sufficient to prevent the
     Mortgagor and/or the mortgagee from becoming a co-insurer. If the
     Mortgaged Property is a condominium unit, it is included under the
     coverage afforded by a blanket policy for the condominium unit. All such
     individual insurance policies and all flood policies referred to in item
     (xliii) below contain a standard mortgagee clause naming the Seller or
     the original mortgagee, and its successors in interest, as mortgagee, and
     the Seller has received no notice that any premiums due and payable
     thereon have not been paid; the Mortgage obligates the Mortgagor
     thereunder to maintain all such insurance, including flood insurance, at
     the Mortgagor's cost and expense, and upon the Mortgagor's failure to do
     so, authorizes the holder of the Mortgage to obtain and maintain such
     insurance at the Mortgagor's cost and expense and to seek reimbursement
     therefor from the Mortgagor.



                                     -52-
<PAGE>

            (xliii) If the Mortgaged Property is in an area identified in the
     Federal Register by the Federal Emergency Management Agency as having
     special flood hazards, a flood insurance policy in a form meeting the
     requirements of the current guidelines of the Flood Insurance
     Administration is in effect with respect to such Mortgaged Property with
     a generally acceptable carrier in an amount representing coverage not
     less than the least of (A) the original outstanding principal balance of
     the Mortgage Loan, (B) the minimum amount required to compensate for
     damage or loss on a replacement cost basis, or (C) the maximum amount of
     insurance that is available under the Flood Disaster Protection Act of
     1973, as amended.

            (xliv) To the best of the Seller's knowledge, there is no proceeding
     occurring, pending or threatened for the total or partial condemnation of
     the Mortgaged Property.

            (xlv) There is no material monetary default existing under any
     Mortgage or the related Mortgage Note and, to the best of the Seller's
     knowledge, there is no material event that, with the passage of time or
     with notice and the expiration of any grace or cure period, would
     constitute a default, breach, violation or event of acceleration under
     the Mortgage or the related Mortgage Note; and the Seller has not waived
     any default, breach, violation or event of acceleration.

            (xlvi) Each Mortgaged Property is improved by a one- to four-family
     residential dwelling, including condominium units and dwelling units in
     PUDs. To the best of the Seller's knowledge, no improvement to a
     Mortgaged Property includes a cooperative or a mobile home or constitutes
     other than real property under state law.

            (xlvii) Each Mortgage Loan is being serviced by the Master Servicer.

            (xlviii) Any future advances made prior to the Cut-off Date have
     been consolidated with the outstanding principal amount secured by the
     Mortgage, and the secured principal amount, as consolidated, bears a
     single interest rate and single repayment term reflected on the Mortgage
     Loan Schedule. The consolidated principal amount does not exceed the
     original principal amount of the Mortgage Loan. The Mortgage Note does
     not permit or obligate the Master Servicer to make future advances to the
     Mortgagor at the option of the Mortgagor.

            (xlix) All taxes, governmental assessments, insurance premiums,
     water, sewer and municipal charges, leasehold payments or ground rents
     that previously became due and owing have been paid, or an escrow of
     funds has been established in an amount sufficient to pay for every such
     item that remains unpaid and that has been assessed, but is not yet due
     and payable. Except for (A) payments in the nature of escrow payments,
     and (B) interest accruing from the date of the Mortgage Note or date of
     disbursement of the Mortgage proceeds, whichever is later, to the day
     that precedes by one month the Due Date of the first installment of
     principal and interest, including without limitation, taxes and insurance
     payments, the Master Servicer has not advanced funds, or induced,
     solicited or knowingly received any advance of funds by a party other
     than the Mortgagor, directly or indirectly, for the payment of any amount
     required by the Mortgage.



                                     -53-
<PAGE>

            (l) The Mortgage Loans originated by the Seller were underwritten in
     all material respects in accordance with the Seller's underwriting
     guidelines for closed-end second lien mortgage loans or, with respect to
     Mortgage Loans purchased by the Seller, were underwritten in all material
     respects in accordance with customary and prudent underwriting guidelines
     generally used by originators of A quality mortgage loans.

            (li) Prior to the approval of the Mortgage Loan application, an
     appraisal of the related Mortgaged Property was obtained from a qualified
     appraiser, duly appointed by the originator, who had no interest, direct
     or indirect, in the Mortgaged Property or in any loan made on the
     security thereof, and whose compensation is not affected by the approval
     or disapproval of the Mortgage Loan; such appraisal is in a form
     acceptable to Fannie Mae and Freddie Mac.

            (lii) None of the Mortgage Loans is a graduated payment mortgage
     loan or a growing equity mortgage loan, and no Mortgage Loan is subject
     to a buydown or similar arrangement.

            (liii) The Mortgage Rates borne by the Mortgage Loans as of the
     Cut-off Date ranged from ____% per annum to ____% per annum and the
     weighted average Mortgage Rate as of the Cut-off Date was ____% per
     annum.

            (liv) [Reserved]

            (lv) The Mortgage Loans were selected from among the outstanding
     one- to four-family mortgage loans in the Seller's portfolio at the
     Closing Date as to which the representations and warranties made as to
     the Mortgage Loans set forth in this Section 2.03(b) can be made. No
     selection was made in a manner that would adversely affect the interests
     of Certificateholders.

            (lvi) [Reserved]

            (lvii) Each Mortgage Loan has a payment date on or before the Due
     Date in the month of the first Distribution Date.

            (lviii) The Mortgage Loans, individually and in the aggregate,
     conform in all material respects to the descriptions thereof in the
     Prospectus Supplement.

            (lix) [Reserved]

            (lx) There is no obligation on the part of the Seller under the
     terms of the Mortgage or related Mortgage Note to make payments in
     addition to those made by the Mortgagor.

            (lxi) Any leasehold estate securing a Mortgage Loan has a term of
     not less than five years in excess of the term of the related Mortgage
     Loan.

            (lxii) None of the Mortgage Loans are "high cost" as defined by the
     applicable predatory and abusive lending laws.



                                     -54-
<PAGE>

            (lxiii) Each Mortgage Loan represents a "qualified mortgage" within
     the meaning of Section 860(a)(3) of the Code (but without regard to the
     rule in Treasury Regulation ss. 1.860G-2(f)(2) that treats a defective
     obligation as a qualified mortgage, or any substantially similar
     successor provision) and applicable Treasury regulations promulgated
     thereunder.

            (lxiv) No Mortgage Loan was either a "consumer credit contract" or a
     "purchase money loan" as such terms are defined in 16 C.F.R. Section 433.

            (lxv) None of the Mortgage Loans were, or will be, 30 days or more
     delinquent in payment of the Scheduled Payment due on the first Due Date
     under such Mortgage Loan.

            (c) Upon discovery by any of the parties hereto of a breach of a
representation or warranty set forth in Section 2.03(a) or (b) that materially
and adversely affects the interests of the Certificateholders in any Mortgage
Loan, the party discovering such breach shall give prompt notice thereof to
the other parties and the NIM Insurer. Each of the Master Servicer and the
Seller (each, a "Representing Party") hereby covenants with respect to the
representations and warranties set forth in Sections 2.03(a) and (b) that
within 90 days of the earlier of the discovery by such Representing Party or
receipt of written notice by such Representing Party from any party of a
breach of any representation or warranty set forth herein made that materially
and adversely affects the interests of the Certificateholders in any Mortgage
Loan, it shall cure such breach in all material respects and, if such breach
is not so cured, shall, (i) if such 90-day period expires prior to the second
anniversary of the Closing Date, remove such Mortgage Loan (a "Deleted
Mortgage Loan") from the Trust Fund and substitute in its place a Replacement
Mortgage Loan, in the manner and subject to the conditions set forth in this
Section; or (ii) repurchase the affected Mortgage Loan or Mortgage Loans from
the Trustee at the Purchase Price in the manner set forth below; provided that
any such substitution pursuant to (i) above or repurchase pursuant to (ii)
above shall not be effected prior to the delivery to the Trustee of the
Opinion of Counsel required by Section 2.05 hereof and any such substitution
pursuant to (i) above shall not be effected prior to the additional delivery
to the Trustee of a Request for Release substantially in the form of Exhibit
M. Any Representing Party liable for a breach under this Section 2.03 shall
promptly reimburse the Master Servicer and the Trustee for any expenses
reasonably incurred by the Master Servicer or the Trustee in respect of
enforcing the remedies for such breach. To enable the Master Servicer to amend
the Mortgage Loan Schedule, any Representing Party liable for a breach under
this Section 2.03 shall, unless it cures such breach in a timely fashion
pursuant to this Section 2.03, promptly notify the Master Servicer whether
such Representing Party intends either to repurchase, or to substitute for,
the Mortgage Loan affected by such breach. With respect to the representations
and warranties described in this Section that are made to the best of the
Representing Party's knowledge, if it is discovered by any of the Depositor,
the Master Servicer, the Seller or the Trustee that the substance of such
representation and warranty is inaccurate and such inaccuracy materially and
adversely affects the value of the related Mortgage Loan, notwithstanding the
Representing Party's lack of knowledge with respect to the substance of such
representation or warranty, such inaccuracy shall be deemed a breach of the
applicable representation or warranty.



                                     -55-
<PAGE>

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

            For any month in which the Seller substitutes one or more
Replacement Mortgage Loans for one or more Deleted Mortgage Loans, the Master
Servicer will determine the amount (if any) by which the aggregate principal
balance of all such Replacement Mortgage Loans as of the date of substitution
is less than the Stated Principal Balance (after application of the principal
portion of the Scheduled Payment due in the month of substitution) of all such
Deleted Mortgage Loans. An amount equal to the aggregate of the deficiencies
described in the preceding sentence (such amount, the "Substitution Adjustment
Amount") shall be forwarded by the Seller to the Master Servicer and deposited
by the Master Servicer into the Certificate Account not later than the
Determination Date for the Distribution Date relating to the Prepayment Period
during which the related Mortgage Loan became required to be purchased or
replaced hereunder.

            In the event that a Seller shall have repurchased a Mortgage Loan,
the Purchase Price therefor shall be deposited in the Certificate Account
pursuant to Section 3.08 on the Determination Date for the Distribution Date
in the month following the month during which such Seller became obligated to
repurchase or replace such Mortgage Loan and upon such deposit of the Purchase
Price, the delivery of the Opinion of Counsel required by Section 2.05, if
any, and the receipt of a Request for Release in the form of Exhibit N hereto,
the Trustee shall release the related Mortgage File held for the benefit of
the Certificateholders to such Seller, and


                                     -56-
<PAGE>

the Trustee shall execute and deliver at such Person's direction the related
instruments of transfer or assignment prepared by such Seller, in each case
without recourse, as shall be necessary to transfer title from the Trustee for
the benefit of the Certificateholders and transfer the Trustee's interest to
such Seller to any Mortgage Loan purchased pursuant to this Section 2.03. It
is understood and agreed that the obligation under this Agreement of the
Seller to cure, repurchase or replace any Mortgage Loan as to which a breach
has occurred and is continuing shall constitute the sole remedy against the
Seller respecting such breach available to Certificateholders, the Depositor
or the Trustee.

            (d) The representations and warranties set forth in Section 2.03
hereof shall survive delivery of the respective Mortgage Files to the Trustee
for the benefit of the Certificateholders.

            Section 2.04   Representations and Warranties of the Depositor.

            The Depositor hereby represents and warrants to the Master
Servicer and the Trustee as follows, as of the date hereof:

            (i) The Depositor is duly organized and is validly existing as a
     corporation in good standing under the laws of the State of Delaware and
     has full power and authority (corporate and other) necessary to own or
     hold its properties and to conduct its business as now conducted by it
     and to enter into and perform its obligations under this Agreement.

            (ii) The Depositor has the full corporate power and authority to
     execute, deliver and perform, and to enter into and consummate the
     transactions contemplated by, this Agreement and has duly authorized, by
     all necessary corporate action on its part, the execution, delivery and
     performance of this Agreement; and this Agreement, assuming the due
     authorization, execution and delivery hereof by the other parties hereto,
     constitutes a legal, valid and binding obligation of the Depositor,
     enforceable against the Depositor in accordance with its terms, subject,
     as to enforceability, to (i) bankruptcy, insolvency, reorganization,
     moratorium and other similar laws affecting creditors' rights generally
     and (ii) general principles of equity, regardless of whether enforcement
     is sought in a proceeding in equity or at law.

            (iii) The execution and delivery of this Agreement by the Depositor,
     the consummation of the transactions contemplated by this Agreement, and
     the fulfillment of or compliance with the terms hereof are in the
     ordinary course of business of the Depositor and will not (A) result in a
     material breach of any term or provision of the charter or by-laws of the
     Depositor or (B) materially conflict with, result in a material breach,
     violation or acceleration of, or result in a material default under, the
     terms of any other material agreement or instrument to which the
     Depositor is a party or by which it may be bound or (C) constitute a
     material violation of any statute, order or regulation applicable to the
     Depositor of any court, regulatory body, administrative agency or
     governmental body having jurisdiction over the Depositor; and the
     Depositor is not in breach or violation of any material indenture or
     other material agreement or instrument, or in violation of any statute,
     order or regulation of any court, regulatory body,


                                     -57-
<PAGE>

     administrative agency or governmental body having jurisdiction over it
     which breach or violation may materially impair the Depositor's ability
     to perform or meet any of its obligations under this Agreement.

            (iv) No litigation is pending, or, to the best of the Depositor's
     knowledge, threatened, against the Depositor that would materially and
     adversely affect the execution, delivery or enforceability of this
     Agreement or the ability of the Depositor to perform its obligations
     under this Agreement in accordance with the terms hereof.

            (v) No consent, approval, authorization or order of any court or
     governmental agency or body is required for the execution, delivery and
     performance by the Depositor of, or compliance by the Depositor with,
     this Agreement or the consummation of the transactions contemplated
     hereby, or if any such consent, approval, authorization or order is
     required, the Depositor has obtained the same.

            The Depositor hereby represents and warrants to the Trustee with
respect to each Mortgage Loan as of the Closing Date, and following the
transfer of the Mortgage Loans to it by the Seller, the Depositor had good
title to the Mortgage Loans, and the related Mortgage Notes were subject to no
offsets, claims, defenses or counterclaims.

            It is understood and agreed that the representations and
warranties set forth in the two immediately preceding paragraphs shall survive
delivery of the Mortgage Files to the Trustee. Upon discovery by the Depositor
or the Trustee of a breach of any of the foregoing representations and
warranties set forth in the immediately preceding paragraph (referred to
herein as a "breach"), which breach materially and adversely affects the
interest of the Certificateholders, the party discovering such breach shall
give prompt written notice to the others and to each Rating Agency and the NIM
Insurer. The Depositor hereby covenants with respect to the representations
and warranties made by it in this Section 2.04 that within 90 days of the
earlier of the discovery it or receipt of written notice by it from any party
of a breach of any representation or warranty set forth herein made that
materially and adversely affects the interests of the Certificateholders in
any Mortgage Loan, it shall cure such breach in all material respects and, if
such breach is not so cured, shall repurchase or replace the affected Mortgage
Loan or Loans in accordance with the procedure set forth in Section 2.03(c).

            Section 2.05   Delivery of Opinion of Counsel in Connection with
                           Substitutions and Repurchases.

            (a) Notwithstanding any contrary provision of this Agreement, with
respect to any Mortgage Loan that is not in default or as to which default is
not imminent, no repurchase or substitution pursuant to Sections 2.02, 2.03 or
2.04 shall be made unless the Representing Party making such repurchase or
substitution delivers to the Trustee an Opinion of Counsel, addressed to the
Trustee, to the effect that such repurchase or substitution would not (i)
result in the imposition of the tax on "prohibited transactions" of the Trust
Fund or contributions after the Closing Date, as defined in sections
860F(a)(2) and 860G(d) of the Code, respectively or (ii) cause any REMIC
formed hereunder to fail to qualify as a REMIC at any time that any
Certificates are outstanding. Any Mortgage Loan as to which repurchase or
substitution was delayed pursuant to this paragraph shall be repurchased or
the substitution therefor shall occur


                                     -58-
<PAGE>

(subject to compliance with Sections 2.02, 2.03 or 2.04) upon the earlier of
(a) the occurrence of a default or imminent default with respect to such loan
and (b) receipt by the Trustee of an Opinion of Counsel to the effect that
such repurchase or substitution, as applicable, will not result in the events
described in clause (i) or clause (ii) of the preceding sentence.

            (b) Upon discovery by the Depositor, the Seller, the Master
Servicer or the Trustee that any Mortgage Loan does not constitute a
"qualified mortgage" within the meaning of section 860G(a)(3) of the Code, the
party discovering such fact shall promptly (and in any event within 5 Business
Days of discovery) give written notice thereof to the other parties and the
NIM Insurer. In connection therewith, the Trustee shall require the Seller, at
the Seller's option, to either (i) substitute, if the conditions in Section
2.03(b) with respect to substitutions are satisfied, a Replacement Mortgage
Loan for the affected Mortgage Loan, or (ii) repurchase the affected Mortgage
Loan within 90 days of such discovery in the same manner as it would a
Mortgage Loan for a breach of representation or warranty contained in Section
2.03. The Trustee shall reconvey to the Seller the Mortgage Loan to be
released pursuant hereto in the same manner, and on the same terms and
conditions, as it would a Mortgage Loan repurchased for breach of a
representation or warranty contained in Section 2.03.

            Section 2.06   Authentication and Delivery of Certificates.

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

            Section 2.07   Covenants of the Master Servicer.

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

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

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







                                     -59-
<PAGE>

                                 ARTICLE II.

                ADMINISTRATION AND SERVICING OF MORTGAGE LOANS

            Section 3.01   Master Servicer to Service Mortgage Loans.

            For and on behalf of the Certificateholders, the Master Servicer
shall service and administer the Mortgage Loans in accordance with customary
and usual standards of practice of prudent mortgage loan lenders in the
respective states in which the Mortgaged Properties are located, including
taking all required and appropriate actions under each Required Insurance
Policy. In connection with such servicing and administration, the Master
Servicer shall have full power and authority, acting alone and/or through
subservicers as provided in Section 3.02 hereof, subject to the terms hereof
(i) to execute and deliver, on behalf of the Certificateholders and the
Trustee, customary consents or waivers and other instruments and documents,
(ii) to consent to transfers of any Mortgaged Property and assumptions of the
Mortgage Notes and related Mortgages (but only in the manner provided in this
Agreement), (iii) to collect any Insurance Proceeds, other Liquidation
Proceeds and Subsequent Recoveries, and (iv) subject to Section 3.12(a), to
effectuate foreclosure or other conversion of the ownership of the Mortgaged
Property securing any Mortgage Loan; provided that the Master Servicer shall
take no action that is inconsistent with or prejudices the interests of the
Trustee or the Certificateholders in any Mortgage Loan or the rights and
interests of the Depositor and the Trustee under this Agreement. The Master
Servicer shall represent and protect the interest of the Trustee in the same
manner as it currently protects its own interest in mortgage loans in its own
portfolio in any claim, proceeding or litigation regarding a Mortgage Loan and
shall not make or permit any modification, waiver or amendment of any term of
any Mortgage Loan which would (i) cause any REMIC formed hereunder to fail to
qualify as a REMIC or (ii) result in the imposition of any tax under section
860(a) or 860(d) of the Code, but in any case the Master Servicer shall not
act in any manner that is a lesser standard than that provided in the first
sentence of this Section 3.01. Without limiting the generality of the
foregoing, the Master Servicer, in its own name or in the name of the
Depositor and the Trustee, is hereby authorized and empowered by the Depositor
and the Trustee, when the Master Servicer believes it appropriate in its
reasonable judgment, to execute and deliver, on behalf of the Trustee, the
Depositor, the Certificateholders or any of them, any and all instruments of
satisfaction or cancellation, or of partial or full release or discharge and
all other comparable instruments, with respect to the Mortgage Loans, and with
respect to the Mortgaged Properties held for the benefit of the
Certificateholders. The Master Servicer shall prepare and deliver to the
Depositor and/or the Trustee such documents requiring execution and delivery
by any or all of them as are necessary or appropriate to enable the Master
Servicer to service and administer the Mortgage Loans. Upon receipt of such
documents, the Depositor and/or the Trustee shall execute such documents and
deliver them to the Master Servicer. The Master Servicer further is authorized
and empowered by the Trustee, on behalf of the Certificateholders and the
Trustee, in its own name or in the name of the Subservicer, when the Master
Servicer or the Subservicer, as the case may be, believes it appropriate in
its best judgment to register any Mortgage Loan on the MERS(R) System, or
cause the removal from the registration of any Mortgage Loan on the MERS(R)
System, to execute and deliver, on behalf of the Trustee and the
Certificateholders or any of them, any and all instruments of assignment and
other comparable instruments with respect to such assignment or re-recording
of a Mortgage in the name of MERS, solely as nominee for the Trustee and its
successors and assigns.



                                     -60-
<PAGE>

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

            The Master Servicer shall deliver a list of Servicing Officers to
the Trustee by the Closing Date.

            In connection with its activities as Master Servicer of the
Mortgage Loans, the Master Servicer agrees to present, on behalf of itself,
the Trustee and the Certificateholders, claims to the insurer under any
primary insurance policies and, in this regard, to take any reasonable action
necessary to permit recovery under any primary insurance policies respecting
defaulted Mortgage Loans. Any amounts collected by the Master Servicer under
any primary insurance policies shall be deposited in the Certificate Account.

            In the event that a shortfall in any collection on or liability
with respect to any Mortgage Loan results from or is attributable to
adjustments to Mortgage Rates, Scheduled Payments or Stated Principal Balances
that were made by the Master Servicer in a manner not consistent with the
terms of the related Mortgage Note and this Agreement, the Master Servicer,
upon discovery or receipt of notice thereof, immediately shall deliver to the
Trustee for deposit in the Distribution Account from its own funds the amount
of any such shortfall and shall indemnify and hold harmless the Trust Fund,
the Trustee, the Depositor and any successor master servicer in respect of any
such liability. Such indemnities shall survive the termination or discharge of
this Agreement. Notwithstanding the foregoing, this Section 3.01 shall not
limit the ability of the Master Servicer to seek recovery of any such amounts
from the related Mortgagor under the terms of the related Mortgage Note, as
permitted by law and shall not be an expense of the Trust.

            Section 3.02   Subservicing; Enforcement of the Obligations of
                           Master Servicer.

            (a) The Master Servicer may arrange for the subservicing of any
Mortgage Loan by a subservicer (each, a "Subservicer") pursuant to a
subservicing agreement (each, a "Subservicing Agreement"); provided that (i)
such subservicing arrangement and the terms of the related subservicing
agreement must provide for the servicing of such Mortgage Loans in a manner
consistent with the servicing arrangements contemplated hereunder, (ii) that
such subservicing agreements would not result in a withdrawal or a downgrading
by any Rating Agency of the ratings on any Class of Certificates, as evidenced
by a letter to that effect delivered by each Rating Agency to the Depositor
and the NIM Insurer and (iii) the NIM Insurer shall have consented to such
subservicing agreements (which consent shall not be unreasonably withheld)
with Subservicers, for the servicing and administration of the Mortgage Loans.
The Master Servicer shall deliver to the Trustee copies of all Sub-Servicing
Agreements, and any amendments or modifications thereof, promptly upon the
Master Servicer's execution and


                                     -61-
<PAGE>

delivery of such instruments. The Master Servicer shall be entitled to
terminate any Subservicing Agreement and the rights and obligations of any
Subservicer pursuant to any Subservicing Agreement in accordance with the
terms and conditions of such Subservicing Agreement. Notwithstanding the
provisions of any subservicing agreement, any of the provisions of this
Agreement relating to agreements or arrangements between the Master Servicer
or a subservicer or reference to actions taken through a Master Servicer or
otherwise, the Master Servicer shall remain obligated and liable to the
Depositor, the Trustee and the Certificateholders for the servicing and
administration of the Mortgage Loans in accordance with the provisions of this
Agreement without diminution of such obligation or liability by virtue of such
subservicing agreements or arrangements or by virtue of indemnification from
the subservicer and to the same extent and under the same terms and conditions
as if the Master Servicer alone were servicing and administering the Mortgage
Loans. Every subservicing agreement entered into by the Master Servicer shall
contain a provision giving the successor Master Servicer the option to
terminate such agreement in the event a successor Master Servicer is
appointed. All actions of each subservicer performed pursuant to the related
subservicing agreement shall be performed as an agent of the Master Servicer
with the same force and effect as if performed directly by the Master
Servicer.

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

            Section 3.03   Rights of the Depositor, the Seller, the
                           Certificateholders, the NIM Insurer and
                           the Trustee in Respect of the Master Servicer.

            None of the Trustee, the Seller, the Certificateholders, the NIM
Insurer or the Depositor shall have any responsibility or liability for any
action or failure to act by the Master Servicer, and none of them is obligated
to supervise the performance of the Master Servicer hereunder or otherwise.
The Master Servicer shall afford (and any Subservicing Agreement shall provide
that each Subservicer shall afford) the Depositor, the NIM Insurer and the
Trustee, upon reasonable notice, during normal business hours, access to all
records maintained by the Master Servicer (and any such Subservicer) in
respect of the Master Servicer's rights and obligations hereunder and access
to officers of the Master Servicer (and those of any such Subservicer)
responsible for such obligations. Upon request, the Master Servicer shall
furnish to the Depositor, the NIM Insurer and the Trustee its (and any such
Subservicer's) most recent financial statements and such other information
relating to the Master Servicer's capacity to perform its obligations under
this Agreement that it possesses. To the extent such information is not
otherwise available to the public, the Depositor, the NIM Insurer and the
Trustee shall not disseminate any information obtained pursuant to the
preceding two sentences without the Masters Servicer's (or any such
Subservicer's) written consent, except as required pursuant to this Agreement
or to the extent that it is necessary to do so (i) in working with legal
counsel, auditors, taxing authorities or other governmental agencies, rating
agencies or reinsurers or (ii) pursuant to any law, rule, regulation, order,
judgment, writ, injunction or decree of any court or governmental authority
having jurisdiction over the Depositor, the Trustee, the NIM Insurer or the
Trust Fund, and in either case, the Depositor, the NIM Insurer or the Trustee,
as the case may be, shall use its reasonable best efforts to assure the
confidentiality of any such disseminated


                                     -62-
<PAGE>

non-public information. The Depositor may, but is not obligated to, enforce
the obligations of the Master Servicer under this Agreement and may, but is
not obligated to, perform, or cause a designee to perform, any defaulted
obligation of the Master Servicer under this Agreement or exercise the rights
of the Master Servicer under this Agreement; provided by virtue of such
performance by the Depositor of its designee. The Depositor shall not have any
responsibility or liability for any action or failure to act by the Master
Servicer and is not obligated to supervise the performance of the Master
Servicer under this Agreement or otherwise.

            Section 3.04   Trustee to Act as Master Servicer.

            In the event that the Master Servicer shall for any reason no
longer be the Master Servicer hereunder (including by reason of an Event of
Default), the Trustee or its designee shall thereupon assume all of the rights
and obligations of the Master Servicer hereunder arising thereafter (except
that the Trustee shall not be (i) liable for losses of the Master Servicer
pursuant to Section 3.10 hereof or any acts or omissions of the predecessor
Master Servicer hereunder, (ii) obligated to make Advances if it is prohibited
from doing so by applicable law, (iii) obligated to effectuate repurchases or
substitutions of Mortgage Loans hereunder, including pursuant to Section 2.02
or 2.03 hereof, (iv) responsible for expenses of the Master Servicer pursuant
to Section 2.03 or (v) deemed to have made any representations and warranties
hereunder, including pursuant to Section 2.03 or the first paragraph of
Section 6.02 hereof). If the Master Servicer shall for any reason no longer be
the Master Servicer (including by reason of any Event of Default), the Trustee
(or any other successor servicer) may, at its option, succeed to any rights
and obligations of the Master Servicer under any subservicing agreement in
accordance with the terms thereof; provided that the Trustee (or any other
successor servicer) shall not incur any liability or have any obligations in
its capacity as servicer under a subservicing agreement arising prior to the
date of such succession unless it expressly elects to succeed to the rights
and obligations of the Master Servicer thereunder; and the Master Servicer
shall not thereby be relieved of any liability or obligations under the
subservicing agreement arising prior to the date of such succession.

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

            Section 3.05   Collection of Mortgage Loan Payments; Certificate
                           Account; Distribution Account; Seller Shortfall
                           Interest Requirement.

            (a) The Master Servicer shall make reasonable efforts in
accordance with customary and usual standards of practice of prudent mortgage
lenders in the respective states in which the Mortgaged Properties are located
to collect all payments called for under the terms and provisions of the
Mortgage Loans to the extent such procedures shall be consistent with this
Agreement and the terms and provisions of any related Required Insurance
Policy. Consistent with the foregoing, the Master Servicer may in its
discretion (i) waive any late payment charge or, subject to Section 3.20, any
Prepayment Charge or penalty interest in connection with the prepayment of a
Mortgage Loan and (ii) extend the due dates for payments due on a Mortgage


                                     -63-
<PAGE>

Note for a period not greater than 270 days. In the event of any such
arrangement, the Master Servicer shall make Advances on the related Mortgage
Loan during the scheduled period in accordance with the amortization schedule
of such Mortgage Loan without modification thereof by reason of such
arrangements. In addition, the NIM Insurer's prior written consent shall be
required for any waiver of Prepayment Charges or for the extension of the due
dates for payments due on a Mortgage Note, if the aggregate number of
outstanding Mortgage Loans that have been granted such waivers or extensions
exceeds 5% of the aggregate number of Mortgage Loans. The Master Servicer
shall not be required to institute or join in litigation with respect to
collection of any payment (whether under a Mortgage, Mortgage Note or
otherwise or against any public or governmental authority with respect to a
taking or condemnation) if it reasonably believes that enforcing the provision
of the Mortgage or other instrument pursuant to which such payment is required
is prohibited by applicable law.

            (b) The Master Servicer shall establish and maintain a Certificate
Account into which the Master Servicer shall deposit or cause to be deposited
on a daily basis within two Business Days of receipt, except as otherwise
specifically provided herein, the following payments and collections remitted
by Subservicers or received by it in respect of Mortgage Loans subsequent to
the Cut-off Date (other than in respect of principal and interest due on the
Mortgage Loans before the Cut-off Date) and the following amounts (without
duplication) required to be deposited hereunder:

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

            (ii) all payments on account of interest on the Mortgage Loans net
     of the related Servicing Fee permitted under Section 3.15 to the extent
     not previously paid to or withheld by the Master Servicer);

            (iii) all Insurance Proceeds;

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

            (v) all Compensating Interest;

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

            (vii) any amounts required to be deposited by the Master Servicer
     pursuant to Section 3.10 hereof;

            (viii) the Purchase Price and any Substitution Adjustment Amount;

            (ix) all Advances made by the Master Servicer pursuant to Section
     4.01; and

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



                                     -64-
<PAGE>

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

            No later than _____ p.m. _________ time on the Business Day prior
to the Master Servicer Advance Date in __________ 200_, the Seller shall remit
to the Master Servicer, and the Master Servicer shall deposit in the
Certificate Account, the Seller Shortfall Interest Requirement (if any) for
such Master Servicer Advance Date.

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

            (i) the aggregate amount remitted by the Master Servicer pursuant to
     the second paragraph of Section 3.08(a); and

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

            The foregoing requirements for remittance by the Master Servicer
and deposit by the Trustee into the Distribution Account shall be exclusive.
In the event that the Master Servicer shall remit any amount not required to
be remitted and not otherwise subject to withdrawal pursuant to Section 3.08
hereof, it may at any time direct the Trustee to withdraw such amount from the
Distribution Account, any provision herein to the contrary notwithstanding.
Such direction may be accomplished by delivering a written notice to the
Trustee that describes the amounts deposited in error in the Distribution
Account. All funds deposited in the Distribution Account shall be held by the
Trustee in trust for the Certificateholders until disbursed in accordance with
this Agreement or withdrawn in accordance with Section 3.08. In no event shall
the Trustee incur liability for withdrawals from the Distribution Account at
the direction of the Master Servicer.

            (d) [Reserved].

            (e) Each institution that maintains the Certificate Account or the
Distribution Account shall invest the funds in each such account, as directed
by the Master Servicer, in Permitted Investments, which shall mature not later
than (x) in the case of the Certificate Account, the second Business Day next
preceding the related Distribution Account Deposit Date


                                     -65-
<PAGE>

(except that if such Permitted Investment is an obligation of the institution
that maintains such Certificate Account, then such Permitted Investment shall
mature not later than the Business Day next preceding such Distribution
Account Deposit Date) and (y) in the case of the Distribution Account [and the
Carryover Reserve Fund] the Business Day immediately preceding the first
Distribution Date that follows the date of such investment (except that if
such Permitted Investment is an obligation of the institution that maintains
such Distribution Account [or the Carryover Reserve Fund], then such Permitted
Investment shall mature not later than such Distribution Date), in each case,
shall not be sold or disposed of prior to its maturity. All such Permitted
Investments shall be made in the name of the Trustee, for the benefit of the
Certificateholders, [except in connection with Permitted Investments made with
respect to funds in the Carryover Reserve Fund which shall be made in the name
of the Trustee], for the benefit of the Certificateholders. In the case of (i)
the Certificate Account and the Distribution Account, all income and gain net
of any losses realized from any such investment shall be for the benefit of
the Master Servicer as servicing compensation and shall be remitted to it
monthly as provided herein, [and (ii) the Carryover Reserve Fund, all income
and gain net of any losses realized from any such investment shall be for the
benefit of the [Class C] Certificateholders and shall be remitted to the
[Class C] Certificateholders monthly as provided herein.] The amount of any
losses incurred in the Certificate Account or the Distribution Account in
respect of any such investments shall be deposited by the Master Servicer in
the Certificate Account or paid to the Trustee for deposit into the
Distribution Account out of the Master Servicer's own funds immediately as
realized. [Any losses incurred in the Carryover Reserve Fund in respect of any
such investments shall be charged against amounts on deposit in the Carryover
Reserve Fund (or such investments) immediately as realized. The Trustee shall
not be liable for the amount of any loss incurred in respect of any investment
or lack of investment of funds held in the Certificate Account, the
Distribution Account or the Carryover Reserve Fund and made in accordance with
this Section 3.05.]

            (f) The Master Servicer shall give at least 30 days advance notice
to the Trustee, the Seller, each Rating Agency and the Depositor of any
proposed change of location of the Certificate Account prior to any change
thereof. The Trustee shall give at least 30 days advance notice to the Master
Servicer, the Seller, each Rating Agency and the Depositor of any proposed
change of the location of the Distribution Account [or the Carryover Reserve
Fund] prior to any change thereof.

            (g) Except as otherwise expressly provided in this Agreement, if
any default occurs under any Permitted Investment, the Trustee may and,
subject to Section 8.01 and 8.02(4), at the request of the Holders of
Certificates representing more than 50% of the Voting Rights or the NIM
Insurer, shall take any action appropriate to enforce payment or performance,
including the institution and prosecution of appropriate proceedings.

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

            To the extent required by the related Mortgage Note, the Master
Servicer shall establish and maintain one or more accounts (each, an "Escrow
Account") and deposit and retain therein all collections from the Mortgagors
(or advances by the Master Servicer) for the payment of taxes, assessments,
hazard insurance premiums or comparable items for the account of the


                                     -66-
<PAGE>

Mortgagors. Nothing herein shall require the Master Servicer to compel a
Mortgagor to establish an Escrow Account in violation of applicable law.

            Withdrawals of amounts so collected from the Escrow Accounts may
be made only to effect timely payment of taxes, assessments, hazard insurance
premiums, condominium or PUD association dues, or comparable items, to
reimburse the Master Servicer out of related collections for any payments made
pursuant to Sections 3.01 hereof (with respect to taxes and assessments and
insurance premiums) and 3.10 hereof (with respect to hazard insurance), to
refund to any Mortgagors any sums as may be determined to be overages, to pay
interest, if required by law or the terms of the related Mortgage or Mortgage
Note, to Mortgagors on balances in the Escrow Account or to clear and
terminate the Escrow Account at the termination of this Agreement in
accordance with Section 9.01 hereof. The Escrow Accounts shall not be a part
of the Trust Fund.

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

            The Master Servicer shall afford the Depositor, the NIM Insurer
and the Trustee reasonable access to all records and documentation regarding
the Mortgage Loans and all accounts, insurance policies and other matters
relating to this Agreement, such access being afforded without charge, but
only upon reasonable request and during normal business hours at the offices
of the Master Servicer designated by it. Upon request, the Master Servicer
shall furnish to the Trustee and the NIM Insurer its most recent publicly
available financial statements and any other information relating to its
capacity to perform its obligations under this Agreement reasonably requested
by the NIM Insurer.

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

            Section 3.08   Permitted Withdrawals from the Certificate Account,
                           Distribution Account, [the Carryover Reserve Fund]
                           and the Principal Reserve Fund.

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

            (i) to pay to the Master Servicer (to the extent not previously paid
     to or withheld by the Master Servicer), as servicing compensation in
     accordance with Section 3.15, that portion of any payment of interest
     that equals the Servicing Fee for the period with respect to which such
     interest payment was made, and, as additional servicing compensation to
     the Master Servicer, those other amounts set forth in Section 3.15;



                                     -67-
<PAGE>

            (ii) to reimburse each of the Master Servicer and the Trustee for
     Advances made by it with respect to the Mortgage Loans, such right of
     reimbursement pursuant to this subclause (ii) being limited to amounts
     received on particular Mortgage Loan(s) (including, for this purpose,
     Liquidation Proceeds, Insurance Proceeds and Subsequent Recoveries) that
     represent late recoveries of payments of principal and/or interest on
     such particular Mortgage Loan(s) in respect of which any such Advance was
     made;

            (iii) [Reserved];

            (iv) to reimburse each of the Master Servicer and the Trustee for
     any Nonrecoverable Advance previously made;

            (v) to reimburse the Master Servicer from Insurance Proceeds for
     Insured Expenses covered by the related Insurance Policy;

            (vi) to pay the Master Servicer any unpaid Servicing Fees and to
     reimburse it for any unreimbursed Servicing Advances, the Master
     Servicer's right to reimbursement of Servicing Advances pursuant to this
     subclause (vi) with respect to any Mortgage Loan being limited to amounts
     received on particular Mortgage Loan(s) (including, for this purpose,
     Liquidation Proceeds, Insurance Proceeds and Subsequent Recoveries and
     purchase and repurchase proceeds) that represent late recoveries of the
     payments for which such advances were made pursuant to Section 3.01 or
     Section 3.06;

            (vii) to pay to the Seller, the Depositor or the Master Servicer, as
     applicable, with respect to each Mortgage Loan or property acquired in
     respect thereof that has been purchased pursuant to Section 2.02, 2.03,
     2.04 or 3.12, all amounts received thereon and not taken into account in
     determining the related Stated Principal Balance of such purchased
     Mortgage Loan;

            (viii) to reimburse the Seller, the Master Servicer, the NIM Insurer
     or the Depositor for expenses incurred by any of them in connection with
     the Mortgage Loans or Certificates and reimbursable pursuant to Section
     6.03 hereof provided that such amount shall only be withdrawn following
     the withdrawal from the Certificate Account for deposit into the
     Distribution Account pursuant to the following paragraph;

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

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

            In addition, no later than _____ p.m. ________ time on the
Distribution Account Deposit Date, the Master Servicer shall withdraw from the
Certificate Account and remit to the Trustee the Interest Remittance Amount
and the Principal Remittance Amount for such Distribution Date to the extent
on deposit in the Certificate Account, and the Trustee shall deposit such
amount in the Distribution Account.



                                     -68-
<PAGE>

            The Trustee shall establish and maintain, on behalf of the
Certificateholders, a Principal Reserve Fund in the name of the Trustee. On
the Closing Date, the Seller shall deposit into the Principal Reserve Fund
$_______. Funds on deposit in the Principal Reserve Fund shall not be
invested. The Principal Reserve Fund shall be treated as an "outside reserve
fund" under applicable Treasury regulations and shall not be part of any REMIC
created under this Agreement. Amounts on deposit in the Principal Reserve Fund
shall not be invested.

            On the Business Day before the Distribution Date occurring in
__________ 200_, the Trustee shall transfer from the Principal Reserve Fund to
the Distribution Account $_______ and shall distribute such amount to the
Certificates on the Distribution Date pursuant to Section 4.04(d).

            On the Business Day before the [Class P] Principal Distribution
Date, the Trustee shall transfer from the Principal Reserve Fund to the
Distribution Account $_________ and shall distribute such amount to the [Class
P] Certificates on the [Class P] Principal Distribution Date. The Trustee
shall then terminate the Principal Reserve Fund.

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

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

            (i) to pay the Trustee the Trustee Fee on each Distribution Date;

            (ii) to pay to the Master Servicer, as additional servicing
     compensation, earnings on or investment income with respect to funds in
     or credited to the Distribution Account;

            (iii) to withdraw pursuant to Section 3.05 any amount deposited in
     the Distribution Account and not required to be deposited therein;

            (iv) to reimburse the Trustee for any unreimbursed Advances made by
     it pursuant to Section 4.01(d) hereof, such right of reimbursement
     pursuant to this subclause (iv) being limited to (x) amounts received on
     the related Mortgage Loan(s) in respect of which any such Advance was
     made and (y) amounts not otherwise reimbursed to the Trustee pursuant to
     Section 3.08(a)(ii) hereof;



                                     -69-
<PAGE>

            (v) to reimburse the Trustee for any Nonrecoverable Advance
     previously made by the Trustee pursuant to Section 4.01(d) hereof, such
     right of reimbursement pursuant to this subclause (v) being limited to
     amounts not otherwise reimbursed to the Trustee pursuant to Section
     3.08(a)(iv) hereof; and

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

            (c) [The Trustee shall withdraw funds from the Carryover Reserve
Fund for distribution to the Certificateholders in the manner specified in
this Agreement (and to withhold from the amounts so withdrawn, the amount of
any taxes that it is authorized to retain pursuant to the penultimate
paragraph of Section 8.11). In addition, the Trustee may from time to time
make withdrawals from the Carryover Reserve Fund for the following purposes:

            (i) to withdraw any amount deposited in the Carryover Reserve Fund
     and not required to be deposited therein; and

            (ii) to clear and terminate the Carryover Reserve Fund upon
     termination of this Agreement pursuant to Section 9.01 hereof.]

            Section 3.09   [Reserved]

            Section 3.10   Maintenance of Hazard Insurance.

            The Master Servicer shall cause to be maintained, for each
Mortgage Loan, hazard insurance with extended coverage in an amount that is at
least equal to the lesser of (i) the maximum insurable value of the
improvements securing such Mortgage Loan and (ii) the greater of (a) the
outstanding principal balance of the Mortgage Loan and (b) an amount such that
the proceeds of such policy shall be sufficient to prevent the related
Mortgagor and/or mortgagee from becoming a co-insurer. Each such policy of
standard hazard insurance shall contain, or have an accompanying endorsement
that contains, a standard mortgagee clause. The Master Servicer shall also
cause flood insurance to be maintained on property acquired upon foreclosure
or deed in lieu of foreclosure of any Mortgage Loan, to the extent described
below. Pursuant to Section 3.05 hereof, any amounts collected by the Master
Servicer under any such policies (other than the amounts to be applied to the
restoration or repair of the related Mortgaged Property or property thus
acquired or amounts released to the Mortgagor in accordance with the Master
Servicer's normal servicing procedures) shall be deposited in the Certificate
Account. Any cost incurred by the Master Servicer in maintaining any such
insurance shall not, for the purpose of calculating monthly distributions to
the Certificateholders or remittances to the Trustee for their benefit, be
added to the principal balance of the Mortgage Loan, notwithstanding that the
terms of the Mortgage Loan so permit. Such costs shall be recoverable by the
Master Servicer out of late payments by the related Mortgagor or out of
Liquidation Proceeds or Subsequent Recoveries to the extent permitted by
Section 3.08 hereof. It is understood and agreed that no earthquake or other
additional insurance is to be required of any Mortgagor or maintained on
property acquired in respect of a Mortgage other than pursuant to such
applicable laws and regulations as shall at any time be in force and as shall
require such additional insurance. If the Mortgaged Property is located at the
time of origination of the Mortgage Loan in a federally designated special
flood


                                     -70-
<PAGE>

hazard area and such area is participating in the national flood insurance
program, the Master Servicer shall cause flood insurance to be maintained with
respect to such Mortgage Loan. Such flood insurance shall be in an amount
equal to the lesser of (i) the original principal balance of the related
Mortgage Loan, (ii) the replacement value of the improvements that are part of
such Mortgaged Property, or (iii) the maximum amount of such insurance
available for the related Mortgaged Property under the Flood Disaster
Protection Act of 1973, as amended.

            Section 3.11   Enforcement of Due-On-Sale Clauses; Assumption
                           Agreements.

            (a) Except as otherwise provided in this Section 3.11(a), when any
property subject to a Mortgage has been or is about to be conveyed by the
Mortgagor, the Master Servicer shall to the extent that it has knowledge of
such conveyance, enforce any due-on-sale clause contained in any Mortgage Note
or Mortgage, to the extent permitted under applicable law and governmental
regulations, but only to the extent that such enforcement will not adversely
affect or jeopardize coverage under any Required Insurance Policy.
Notwithstanding the foregoing, the Master Servicer is not required to exercise
such rights with respect to a Mortgage Loan if the Person to whom the related
Mortgaged Property has been conveyed or is proposed to be conveyed satisfies
the terms and conditions contained in the Mortgage Note and Mortgage related
thereto and the consent of the mortgagee under such Mortgage Note or Mortgage
is not otherwise so required under such Mortgage Note or Mortgage as a
condition to such transfer. In the event that the Master Servicer is
prohibited by law from enforcing any such due-on-sale clause, or if coverage
under any Required Insurance Policy would be adversely affected, or if
nonenforcement is otherwise permitted hereunder, the Master Servicer is
authorized, subject to Section 3.11(b), to take or enter into an assumption
and modification agreement from or with the person to whom such property has
been or is about to be conveyed, pursuant to which such person becomes liable
under the Mortgage Note and, unless prohibited by applicable state law, the
Mortgagor remains liable thereon, provided that the Mortgage Loan shall
continue to be covered (if so covered before the Master Servicer enters such
agreement) by the applicable Required Insurance Policies. The Master Servicer,
subject to Section 3.11(b), is also authorized with the prior approval of the
insurers under any Required Insurance Policies to enter into a substitution of
liability agreement with such Person, pursuant to which the original Mortgagor
is released from liability and such Person is substituted as Mortgagor and
becomes liable under the Mortgage Note. The Master Servicer shall notify the
Trustee that any such substitution, modification or assumption agreement has
been completed by forwarding to the Trustee the executed original of such
substitution or assumption agreement, which document shall be added to the
related Mortgage File and shall, for all purposes, be considered a part of
such Mortgage File to the same extent as all other documents and instruments
constituting a part thereof.

            (b) Subject to the Master Servicer's duty to enforce any
due-on-sale clause to the extent set forth in Section 3.11(a) hereof, in any
case in which a Mortgaged Property has been conveyed to a Person by a
Mortgagor, and such Person is to enter into an assumption agreement or
modification agreement or supplement to the Mortgage Note or Mortgage that
requires the signature of the Trustee, or if an instrument of release signed
by the Trustee is required releasing the Mortgagor from liability on the
Mortgage Loan, the Master Servicer shall prepare and deliver or cause to be
prepared and delivered to the Trustee for signature and shall direct, in
writing, the Trustee to execute the assumption agreement with the Person to
whom the Mortgaged Property is to be conveyed and such modification agreement
or supplement to the


                                     -71-
<PAGE>

Mortgage Note or Mortgage or other instruments as are reasonable or necessary
to carry out the terms of the Mortgage Note or Mortgage or otherwise to comply
with any applicable laws regarding assumptions or the transfer of the
Mortgaged Property to such Person. In connection with any such assumption, no
material term of the Mortgage Note (including, but not limited to, the
Mortgage Rate, the amount of the Scheduled Payment and any other term
affecting the amount or timing of payment on the Mortgage Loan) may be
changed. In addition, the substitute Mortgagor and the Mortgaged Property must
be acceptable to the Master Servicer in accordance with its underwriting
standards as then in effect. The Master Servicer shall notify the Trustee that
any such substitution or assumption agreement has been completed by forwarding
to the Trustee the original of such substitution or assumption agreement,
which in the case of the original shall be added to the related Mortgage File
and shall, for all purposes, be considered a part of such Mortgage File to the
same extent as all other documents and instruments constituting a part
thereof. Any fee collected by the Master Servicer for entering into an
assumption or substitution of liability agreement will be retained by the
Master Servicer as additional servicing compensation.

            Section 3.12   Realization Upon Defaulted Mortgage Loans;
                           Determination of Excess Proceeds and Realized Losses;
                           Repurchase of Certain Mortgage Loans.

            (a) The Master Servicer may agree to a modification of any
Mortgage Loan (the "Modified Mortgage Loan") if (i) the modification is in
lieu of a refinancing and (ii) the Mortgage Rate on the Modified Mortgage Loan
is approximately a prevailing market rate for newly-originated mortgage loans
having similar terms and (iii) the Master Servicer purchases the Modified
Mortgage Loan from the Trust Fund as described below. Effective immediately
after the modification, and, in any event, on the same Business Day on which
the modification occurs, all interest of the Trustee in the Modified Mortgage
Loan shall automatically be deemed transferred and assigned to the Master
Servicer and all benefits and burdens of ownership thereof, including the
right to accrued interest thereon from the date of modification and the risk
of default thereon, shall pass to the Master Servicer. The Master Servicer
shall promptly deliver to the Trustee a certification of a Servicing Officer
to the effect that all requirements of this paragraph have been satisfied with
respect to the Modified Mortgage Loan. For federal income tax purposes, the
Trustee shall account for such purchase as a prepayment in full of the
Modified Mortgage Loan. The Master Servicer shall deposit the Purchase Price
for any Modified Mortgage Loan in the Certificate Account pursuant to Section
3.05 within one Business Day after the purchase of the Modified Mortgage Loan.
Upon receipt by the Trustee of written notification of any such deposit signed
by a Servicing Officer, the Trustee shall release to the Master Servicer the
related Mortgage File and shall execute and deliver such instruments of
transfer or assignment, in each case without recourse, as shall be necessary
to vest in the Master Servicer any Modified Mortgage Loan previously
transferred and assigned pursuant hereto. The Master Servicer covenants and
agrees to indemnify the Trust Fund against any liability for any "prohibited
transaction" taxes and any related interest, additions, and penalties imposed
on the Trust Fund established hereunder as a result of any modification of a
Mortgage Loan effected pursuant to this subsection (b), any holding of a
Modified Mortgage Loan by the Trust Fund or any purchase of a Modified
Mortgage Loan by the Master Servicer (but such obligation shall not prevent
the Master Servicer or any other appropriate Person from in good faith
contesting any such tax in appropriate proceedings and shall not prevent the
Master Servicer from withholding


                                     -72-
<PAGE>

payment of such tax, if permitted by law, pending the outcome of such
proceedings). The Master Servicer shall have no right of reimbursement for any
amount paid pursuant to the foregoing indemnification, except to the extent
that the amount of any tax, interest, and penalties, together with interest
thereon, is refunded to the Trust Fund or the Master Servicer. If the Master
Servicer agrees to a modification of any Mortgage Loan pursuant to this
Section 3.12(a), and if such Mortgage Loan carries a Prepayment Charge
provision, the Master Servicer will deliver to the Trustee the amount of the
Prepayment Charge, if any, that would have been due had such Mortgage Loan
been prepaid at the time of such modification, for deposit into the
Certificate Account (not later than ____ p.m. Pacific time on the Master
Servicer Advance Date immediately succeeding the date of such modification)
for distribution in accordance with the terms of this Agreement.

            (b) The Master Servicer shall use reasonable efforts to foreclose
upon or otherwise comparably convert the ownership of properties securing such
of the Mortgage Loans as come into and continue in default and as to which no
satisfactory arrangements can be made for collection of delinquent payments.
In connection with such foreclosure or other conversion, the Master Servicer
shall follow such practices and procedures as it shall deem necessary or
advisable and as shall be normal and usual in its general mortgage servicing
activities and the requirements of the insurer under any Required Insurance
Policy; provided that the Master Servicer shall not be required to expend its
own funds in connection with any foreclosure or towards the restoration of any
property unless it shall determine (i) that such restoration and/or
foreclosure will increase the proceeds of liquidation of the Mortgage Loan
after reimbursement to itself of such expenses and (ii) that such expenses
will be recoverable to it through Liquidation Proceeds (respecting which it
shall have priority for purposes of withdrawals from the Certificate Account
pursuant to Section 3.08 hereof). The Master Servicer shall be responsible for
all other costs and expenses incurred by it in any such proceedings; provided
that it shall be entitled to reimbursement thereof from the proceeds of
liquidation of the related Mortgaged Property and any related Subsequent
Recoveries, as contemplated in Section 3.08 hereof. If the Master Servicer has
knowledge that a Mortgaged Property that the Master Servicer is contemplating
acquiring in foreclosure or by deed-in-lieu of foreclosure is located within a
one-mile radius of any site with environmental or hazardous waste risks known
to the Master Servicer, the Master Servicer will, prior to acquiring the
Mortgaged Property, consider such risks and only take action in accordance
with its established environmental review procedures.

            With respect to any REO Property, the deed or certificate of sale
shall be taken in the name of the Trustee for the benefit of the
Certificateholders (or the Trustee's nominee on behalf of the
Certificateholders). The Trustee's name shall be placed on the title to such
REO Property solely as the Trustee hereunder and not in its individual
capacity. The Master Servicer shall ensure that the title to such REO Property
references this Agreement and the Trustee's capacity thereunder. Pursuant to
its efforts to sell such REO Property, the Master Servicer shall either itself
or through an agent selected by the Master Servicer protect and conserve such
REO Property in the same manner and to such extent as is customary in the
locality where such REO Property is located and may, incident to its
conservation and protection of the interests of the Certificateholders, rent
the same, or any part thereof, as the Master Servicer deems to be in the best
interest of the Master Servicer and the Certificateholders for the period
prior to the sale of such REO Property. The Master Servicer shall prepare for
and deliver to the Trustee a statement with respect to each REO Property that
has been rented showing the aggregate rental income


                                     -73-
<PAGE>

received and all expenses incurred in connection with the management and
maintenance of such REO Property at such times as is necessary to enable the
Trustee to comply with the reporting requirements of the REMIC Provisions. The
net monthly rental income, if any, from such REO Property shall be deposited
in the Certificate Account no later than the close of business on each
Determination Date. The Master Servicer shall perform the tax reporting and
withholding related to foreclosures, abandonments and cancellation of
indebtedness income as specified by Sections 1445, 6050J and 6050P of the Code
by preparing and filing such tax and information returns, as may be required.

            In the event that the Trust Fund acquires any Mortgaged Property
as aforesaid or otherwise in connection with a default or imminent default on
a Mortgage Loan, the Master Servicer shall dispose of such Mortgaged Property
as soon as practicable in a manner that maximizes the Liquidation Proceeds,
but in no event later than three years after its acquisition by the Trust Fund
or, at the expense of the Trust Fund, the Master Servicer shall request, more
than 60 days prior to the day on which such three-year period would otherwise
expire, an extension of the three-year grace period. In the event the Trustee
shall have been supplied with an Opinion of Counsel (such opinion not to be an
expense of the Trustee) to the effect that the holding by the Trust Fund of
such Mortgaged Property subsequent to such three-year period will not result
in the imposition of taxes on "prohibited transactions" of the Trust Fund as
defined in section 860F of the Code or cause any REMIC created hereunder to
fail to qualify as a REMIC at any time that any Certificates are outstanding,
and the Trust Fund may continue to hold such Mortgaged Property (subject to
any conditions contained in such Opinion of Counsel) after the expiration of
such three-year period. Notwithstanding any other provision of this Agreement,
no Mortgaged Property acquired by the Trust Fund shall be rented (or allowed
to continue to be rented) or otherwise used for the production of income by or
on behalf of the Trust Fund in such a manner or pursuant to any terms that
would (i) cause such Mortgaged Property to fail to qualify as "foreclosure
property" within the meaning of section 860G(a)(8) of the Code or (ii) subject
the Trust Fund to the imposition of any federal, state or local income taxes
on the income earned from such Mortgaged Property under section 860G(c) of the
Code or otherwise, unless the Master Servicer has agreed to indemnify and hold
harmless the Trust Fund with respect to the imposition of any such taxes.

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



                                     -74-
<PAGE>

            The Liquidation Proceeds from any liquidation of a Mortgage Loan
and any Subsequent Recoveries, net of any payment to the Master Servicer as
provided above, shall be deposited in the Certificate Account as provided in
Section 3.05 for distribution on the related Distribution Date, except that
any Excess Proceeds shall be retained by the Master Servicer as additional
servicing compensation.

            The proceeds of any Liquidated Mortgage Loan, as well as any
recovery resulting from a partial collection of Liquidation Proceeds or any
income from an REO Property, will be applied in the following order of
priority: first, to reimburse the Master Servicer for any related unreimbursed
Servicing Advances and Servicing Fees, pursuant to Section 3.08(a)(v) or this
Section 3.12; second, to reimburse the Master Servicer for any unreimbursed
Advances, pursuant to Section 3.08(a)(ii) or this Section 3.12; third, to
accrued and unpaid interest (to the extent no Advance has been made for such
amount) on the Mortgage Loan or related REO Property, at the Net Mortgage Rate
to the Due Date occurring in the month in which such amounts are required to
be distributed; and fourth, as a recovery of principal of the Mortgage Loan.

            (c) On each Determination Date, the Master Servicer shall
determine the respective aggregate amounts of Excess Proceeds and Realized
Losses, if any, in connection with the related Distribution Date.

            (d) (d) The Master Servicer, in its sole discretion, shall have
the right to elect (by written notice sent to the Trustee) to purchase for its
own account from the Trust Fund any Mortgage Loan that is 150 days or more
delinquent at a price equal to the Purchase Price; provided, however, that the
Master Servicer may only exercise this right on or before the last day of the
calendar month in which such Mortgage Loan became 150 days delinquent (such
month, the "Eligible Repurchase Month"); provided further, that any such
Mortgage Loan which becomes current but thereafter becomes delinquent may be
purchased by the Master Servicer pursuant to this Section in any ensuing
Eligible Repurchase Month. The Purchase Price for any Mortgage Loan purchased
hereunder shall be deposited in the Certificate Account. Any purchase of a
Mortgage Loan pursuant to this Section 3.12(d) shall be accomplished by
remittance to the Master Servicer for deposit in the Certificate Account of
the Purchase Price. The Trustee, upon receipt of certification from the Master
Servicer of such deposit and a Request for File Release from the Master
Servicer, shall release or cause to be released to the purchaser of such
Mortgage Loan the related Mortgage File and shall execute and deliver such
instruments of transfer or assignment prepared by the purchaser of such
Mortgage Loan, in each case without recourse, as shall be necessary to vest in
the purchaser of such Mortgage Loan any Mortgage Loan released pursuant hereto
and the purchaser of such Mortgage Loan shall succeed to all the Trustee's
right, title and interest in and to such Mortgage Loan and all security and
documents related thereto. Such assignment shall be an assignment outright and
not for security. The purchaser of such Mortgage Loan shall thereupon own such
Mortgage Loan, and all security and documents, free of any further obligation
to the Trustee or the Certificateholders with respect thereto.

            Section 3.13   Trustee to Cooperate; Release of Mortgage Files.

            Upon the payment in full of any Mortgage Loan, or the receipt by
the Master Servicer of a notification that payment in full will be escrowed in
a manner customary for such


                                     -75-
<PAGE>

purposes, the Master Servicer will promptly notify the Trustee by delivering a
Request for File Release. Upon receipt of such request, the Trustee shall
promptly release the related Mortgage File to the Master Servicer, and the
Trustee shall at the Master Servicer's direction execute and deliver to the
Master Servicer the request for reconveyance, deed of reconveyance or release
or satisfaction of mortgage or such instrument releasing the lien of the
Mortgage in each case provided by the Master Servicer, together with the
Mortgage Note with written evidence of cancellation thereon. The Master
Servicer is authorized to cause the removal from the registration on the
MERS(R) System of such Mortgage and to execute and deliver, on behalf of the
Trust Fund and the Certificateholders or any of them, any and all instruments
of satisfaction or cancellation or of partial or full release. No expenses
incurred in connection with any instrument of satisfaction or deed of
reconveyance shall be chargeable to the Certificate Account, the Distribution
Account, [the Carryover Reserve Fund] or the related subservicing account.
From time to time and as shall be appropriate for the servicing or foreclosure
of any Mortgage Loan, including for such purpose, collection under any policy
of flood insurance any fidelity bond or errors or omissions policy, or for the
purposes of effecting a partial release of any Mortgaged Property from the
lien of the Mortgage or the making of any corrections to the Mortgage Note or
the Mortgage or any of the other documents included in the Mortgage File, the
Trustee shall, upon delivery to the Trustee of a Request for Document Release
or a Request for File Release, as applicable, release the document specified
in such request or the Mortgage File, as the case may be, to the Master
Servicer. Subject to the further limitations set forth below, the Master
Servicer shall cause the Mortgage File or documents so released to be returned
to the Trustee when the need therefor by the Master Servicer no longer exists,
unless the Mortgage Loan is liquidated and the proceeds thereof are deposited
in the Certificate Account, in which case the Master Servicer shall deliver to
the Trustee a Request for File Release for any remaining documents in the
Mortgage File not in the possession of the Master Servicer.

            If the Master Servicer at any time seeks to initiate a foreclosure
proceeding in respect of any Mortgaged Property as authorized by this
Agreement, the Master Servicer shall deliver or cause to be delivered to the
Trustee, for signature, as appropriate, any court pleadings, requests for
trustee's sale or other documents necessary to effectuate such foreclosure or
any legal action brought to obtain judgment against the Mortgagor on the
Mortgage Note or the Mortgage or to obtain a deficiency judgment or to enforce
any other remedies or rights provided by the Mortgage Note or the Mortgage or
otherwise available at law or in equity. Notwithstanding the foregoing, the
Master Servicer shall cause possession of any Mortgage File or of the
documents therein that shall have been released by the Trustee to be returned
to the Trustee within 21 calendar days after possession thereof shall have
been released by the Trustee unless (i) the Mortgage Loan has been liquidated
and the Liquidation Proceeds relating to the Mortgage Loan have been deposited
in the Certificate Account, and the Master Servicer shall have delivered to
the Trustee a Request for File Release or (ii) the Mortgage File or document
shall have been delivered to an attorney or to a public trustee or other
public official as required by law for purposes of initiating or pursuing
legal action or other proceedings for the foreclosure of the Mortgaged
Property and the Master Servicer shall have delivered to the Trustee an
Officer's Certificate of a Servicing Officer certifying as to the name and
address of the Person to which the Mortgage File or the documents therein were
delivered and the purpose or purposes of such delivery.



                                     -76-
<PAGE>

            Section 3.14   Documents, Records and Funds in Possession of Master
                           Servicer to be Held for the Trustee.

            Notwithstanding any other provisions of this Agreement, the Master
Servicer shall transmit to the Trustee as required by this Agreement all
documents and instruments in respect of a Mortgage Loan coming into the
possession of the Master Servicer from time to time and shall account fully to
the Trustee for any funds received by the Master Servicer or that otherwise
are collected by the Master Servicer as Liquidation Proceeds, Insurance
Proceeds or Subsequent Recoveries in respect of any Mortgage Loan. All
Mortgage Files and funds collected or held by, or under the control of, the
Master Servicer in respect of any Mortgage Loans, whether from the collection
of principal and interest payments or from Liquidation Proceeds or Subsequent
Recoveries, including but not limited to, any funds on deposit in the
Certificate Account, shall be held by the Master Servicer for and on behalf of
the Trust Fund and shall be and remain the sole and exclusive property of the
Trust Fund, subject to the applicable provisions of this Agreement. The Master
Servicer also agrees that it shall not create, incur or subject any Mortgage
File or any funds that are deposited in the Certificate Account, Distribution
Account, or [Carryover Reserve Fund] or in any Escrow Account (as defined in
Section 3.06), or any funds that otherwise are or may become due or payable to
the Trustee for the benefit of the Certificateholders, to any claim, lien,
security interest, judgment, levy, writ of attachment or other encumbrance, or
assert by legal action or otherwise any claim or right of set off against any
Mortgage File or any funds collected on, or in connection with, a Mortgage
Loan, except, however, that the Master Servicer shall be entitled to set off
against and deduct from any such funds any amounts that are properly due and
payable to the Master Servicer under this Agreement.

            Section 3.15   Servicing Compensation.

            As compensation for its activities hereunder, the Master Servicer
shall be entitled to retain or withdraw from the Certificate Account out of
each payment of interest on a Mortgage Loan included in the Trust Fund an
amount equal to interest at the applicable Servicing Fee Rate on the Stated
Principal Balance of the related Mortgage Loan for the period covered by such
interest payment.

            Additional servicing compensation in the form of any Excess
Proceeds, assumption fees, late payment charges, Prepayment Interest Excess,
and all income and gain net of any losses realized from Permitted Investments
shall be retained by the Master Servicer to the extent not required to be
deposited in the Certificate Account pursuant to Section 3.05 or 3.12(a)
hereof. The Master Servicer shall be required to pay all expenses incurred by
it in connection with its servicing activities hereunder (including payment of
any premiums for hazard insurance, as required by Section 3.10 hereof and
maintenance of the other forms of insurance coverage required by Section 3.10
hereof) and shall not be entitled to reimbursement therefor except as
specifically provided in Sections 3.08 and 3.12 hereof.

            Section 3.16   Access to Certain Documentation.

            The Master Servicer shall provide to the OTS and the FDIC and to
comparable regulatory authorities supervising Holders of the Certificates
and/or Certificate Owners and the


                                     -77-
<PAGE>

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

            Section 3.17   Annual Statement as to Compliance.

            The Master Servicer shall deliver to the Depositor and the Trustee
on or before the 80th day after the end of the Master Servicer's fiscal year,
commencing with its 200_ fiscal year, an Officer's Certificate stating, as to
the signer thereof, that (i) a review of the activities of the Master Servicer
during the preceding calendar year and of the performance of the Master
Servicer under this Agreement has been made under such officer's supervision
and (ii) to the best of such officer's knowledge, based on such review, the
Master Servicer has fulfilled all its obligations under this Agreement
throughout such year, or, if there has been a default in the fulfillment of
any such obligation, specifying each such default known to such officer and
the nature and status thereof and (iii) to the best of such officer's
knowledge, each Subservicer has fulfilled all its obligations under its
Subservicing Agreement throughout such year, or, if there has been a default
in the fulfillment of any such obligation specifying each such default known
to such officer and the nature and status thereof. The Trustee shall forward a
copy of each such statement to each Rating Agency. Copies of such statement
shall be provided by the Trustee to any Certificateholder or Certificate Owner
upon request at the Master Servicer's expense, provided such statement is
delivered by the Master Servicer to the Trustee.

            Section 3.18   Annual Independent Public Accountants' Servicing
                           Statement; Financial Statements.

            On or before the later of (i) the _____ day after the end of the
Master Servicer's fiscal year, commencing with its 200_ fiscal year or (ii)
within 30 days of the issuance of the annual audited financial statements
beginning with the audit for the period ending in 200_, the Master Servicer at
its expense shall cause a nationally recognized firm of independent public
accountants (who may also render other services to the Master Servicer, the
Seller or any affiliate thereof) that is a member of the American Institute of
Certified Public Accountants to furnish a report to the Trustee, the Depositor
and the Seller in compliance with the Uniform Single Attestation Program for
Mortgage Bankers. Copies of such report shall be provided by the Trustee to
any Certificateholder or Certificate Owner upon request at the Master
Servicer's expense, provided such report is delivered by the Master Servicer
to the Trustee. Upon written request, the Master Servicer shall provide to the
Certificateholders or Certificate Owners its publicly available annual
financial statements (or the Master Servicer's parent company's publicly
available annual financial statements, as applicable), if any, promptly after
they become available.



                                     -78-
<PAGE>

            Section 3.19   Prepayment Charges.

            (a) Notwithstanding anything in this Agreement to the contrary, in
the event of a Principal Prepayment in full or in part of a Mortgage Loan, the
Master Servicer may not waive any Prepayment Charge or portion thereof
required by the terms of the related Mortgage Note unless (i) such Mortgage
Loan is in default or the Master Servicer believes that such a default is
imminent, and the Master Servicer determines that such waiver would maximize
recovery of Liquidation Proceeds for such Mortgage Loan, taking into account
the value of such Prepayment Charge, or (ii) (A) the enforceability thereof is
limited (1) by bankruptcy, insolvency, moratorium, receivership, or other
similar law relating to creditors' rights generally or (2) due to acceleration
in connection with a foreclosure or other involuntary payment, or (B) the
enforceability is otherwise limited or prohibited by applicable law. In the
event of a Principal Prepayment in full or in part with respect to any
Mortgage Loan, the Master Servicer shall deliver to the Trustee an Officer's
Certificate substantially in the form of Exhibit T no later than the third
Business Day following the immediately succeeding Determination Date with a
copy to the [Class P] Certificateholders. If the Master Servicer has waived or
does not collect all or a portion of a Prepayment Charge relating to a
Principal Prepayment in full or in part due to any action or omission of the
Master Servicer, other than as provided above, the Master Servicer shall
deliver to the Trustee, together with the Principal Prepayment in full or in
part, the amount of such Prepayment Charge (or such portion thereof as had
been waived) for deposit into the Certificate Account (not later than ____
p.m. ______ time on the immediately succeeding Master Servicer Advance Date,
in the case of such Prepayment Charge) for distribution in accordance with the
terms of this Agreement.

            (b) Upon discovery by the Master Servicer or a Responsible Officer
of the Trustee of a breach of the foregoing subsection (a), the party
discovering the breach shall give prompt written notice to the other parties.

            (c) The Seller represents and warrants to the Depositor and the
Trustee, as of the Closing Date, that the information in the Prepayment Charge
Schedule (including the attached prepayment charge summary) is complete and
accurate in all material respects at the dates as of which the information is
furnished and each Prepayment Charge is permissible and enforceable in
accordance with its terms under applicable state law, except as the
enforceability thereof is limited due to acceleration in connection with a
foreclosure or other involuntary payment.

            (d) Upon discovery by the Master Servicer or a Responsible Officer
of the Trustee of a breach of the foregoing clause (c) that materially and
adversely affects right of the Holders of the [Class P] Certificates to any
Prepayment Charge, the party discovering the breach shall give prompt written
notice to the other parties. Within 60 days of the earlier of discovery by the
Master Servicer or receipt of notice by the Master Servicer of breach, the
Master Servicer shall cure the breach in all material respects or shall pay
into the Certificate Account the amount of the Prepayment Charge that would
otherwise be due from the Mortgagor, less any amount representing such
Prepayment Charge previously collected and paid by the Master Servicer into
the Certificate Account.



                                     -79-
<PAGE>

                                 ARTICLE IV.

                               DISTRIBUTIONS AND
                        ADVANCES BY THE MASTER SERVICER

            Section 4.01   Advances.

            (a) Within two Business Days after each Determination Date, the
Master Servicer shall deliver to the Trustee by facsimile or electronic mail
(or by such other means as the Master Servicer and the Trustee, as the case
may be, may agree from time to time) a Remittance Report with respect to the
related Distribution Date. The Trustee shall not be responsible to recompute,
recalculate or verify any information provided to it by the Master Servicer.

            (b) Subject to the conditions of this Article IV, the Master
Servicer, as required below, shall make an Advance and deposit such Advance in
the Certificate Account. Each such Advance shall be remitted to the
Certificate Account no later than _______________________ on the Master
Servicer Advance Date in immediately available funds. The Trustee will provide
notice to the Master Servicer by facsimile by the close of business on any
Master Servicer Advance Date in the event that the amount remitted by the
Master Servicer to the Trustee on the Distribution Account Deposit Date is
less than the Advances required to be made by the Master Servicer for such
Distribution Date. The Master Servicer shall be obligated to make any such
Advance only to the extent that such advance would not be a Nonrecoverable
Advance. If the Master Servicer shall have determined that it has made a
Nonrecoverable Advance or that a proposed Advance or a lesser portion of such
Advance would constitute a Nonrecoverable Advance, the Master Servicer shall
deliver (i) to the Trustee for the benefit of the Certificateholders funds
constituting the remaining portion of such Advance, if applicable, and (ii) to
the Depositor, each Rating Agency and the Trustee an Officer's Certificate
setting forth the basis for such determination.

            (c) In lieu of making all or a portion of such Advance from its
own funds, the Master Servicer may (i) cause to be made an appropriate entry
in its records relating to the Certificate Account that any Amount Held for
Future Distributions has been used by the Master Servicer in discharge of its
obligation to make any such Advance and (ii) transfer such funds from the
Certificate Account to the Distribution Account. Any funds so applied and
transferred shall be replaced by the Master Servicer by deposit in the
Certificate Account no later than the close of business on the Business Day
immediately preceding the Distribution Date on which such funds are required
to be distributed pursuant to this Agreement. The Master Servicer shall be
entitled to be reimbursed from the Certificate Account for all Advances of its
own funds made pursuant to this Section as provided in Section 3.08. The
obligation to make Advances with respect to any Mortgage Loan shall continue
until such Mortgage Loan is paid in full or the related Mortgaged Property or
related REO Property has been liquidated or until the purchase or repurchase
thereof (or substitution therefor) from the Trustee pursuant to any applicable
provision of this Agreement, except as otherwise provided in this Section
4.01.

            (d) If the Master Servicer determines that it will be unable to
comply with its obligation to make the Advances as and when described in
paragraphs (b) and (c) immediately


                                     -80-
<PAGE>

above, it shall use its best efforts to give written notice thereof to the
Trustee (each such notice a "Trustee Advance Notice"; and such notice may be
given by facsimile), not later than _____ P.M., _______________, on the
Business Day immediately preceding the related Master Servicer Advance Date,
specifying the amount that it will be unable to deposit (each such amount an
"Advance Deficiency") and certifying that such Advance Deficiency constitutes
an Advance hereunder and is not a Nonrecoverable Advance. If the Trustee
receives a Trustee Advance Notice on or before _______, _______________ on a
Master Servicer Advance Date, the Trustee, shall not later than ___________,
____________, on the related Distribution Date, deposit in the Distribution
Account an amount equal to the Advance Deficiency identified in such Trustee
Advance Notice unless it is prohibited from so doing by applicable law.
Notwithstanding the foregoing, the Trustee shall not be required to make such
deposit if the Trustee shall have received written notification from the
Master Servicer that the Master Servicer has deposited or caused to be
deposited in the Certificate Account an amount equal to such Advance
Deficiency. All Advances made by the Trustee pursuant to this Section 4.01(d)
shall accrue interest on behalf of the Trustee at the Trustee Advance Rate
from and including the date such Advances are made to but excluding the date
of repayment, with such interest being an obligation of the Master Servicer
and not the Trust Fund. The Master Servicer shall reimburse the Trustee for
the amount of any Advance made by the Trustee pursuant to this Section 4.01(b)
together with accrued interest, not later than ____________, ____________ on
the Business Day following the related Distribution Date. In the event that
the Master Servicer does not reimburse the Trustee in accordance with the
requirements of the preceding sentence, the Trustee shall immediately (a)
terminate all of the rights and obligations of the Master Servicer under this
Agreement in accordance with Section 7.01 and (b) subject to the limitations
set forth in Section 3.04, assume all of the rights and obligations of the
Master Servicer hereunder.

            (e) The Master Servicer shall, not later than the close of
business on the second Business Day immediately preceding each Distribution
Date, deliver to the Trustee a report (in form and substance reasonably
satisfactory to the Trustee) that indicates (i) the Mortgage Loans with
respect to which the Master Servicer has determined that the related Scheduled
Payments should be advanced and (ii) the amount of the related Scheduled
Payments. The Master Servicer shall deliver to the Trustee on the related
Master Servicer Advance Date an Officer's Certificate of a Servicing Officer
indicating the amount of any proposed Advance determined by the Master
Servicer to be a Nonrecoverable Advance.

            Section 4.02   Reduction of Servicing Compensation in Connection
                           with Prepayment Interest Shortfalls.

            [In the event that any Mortgage Loan is the subject of a
Prepayment Interest Shortfall, the Master Servicer shall remit any related
Compensating Interest as part of the Interest Remittance Amount as provided in
this Agreement. The Master Servicer shall not be entitled to any recovery or
reimbursement for Compensating Interest from the Depositor, the Trustee, the
Seller, the Trust Fund or the Certificateholders.]



                                     -81-
<PAGE>

            Section 4.03   [Reserved]

            Section 4.04   Distributions.

            (a) On each Distribution Date, the Interest Funds for such
Distribution Date shall be allocated by the Trustee from the Distribution
Account in the following order of priority:

            (i) concurrently, to the Class A-[1], Class A-__, Class A-__, Class
     A-__, Class A-__ and Class A-IO Certificates, the Current Interest and
     any Interest Carry Forward Amount for each such Class; provided, however,
     that if the Interest Funds are not sufficient to make a full distribution
     of the aggregate Current Interest and the aggregate Interest Carry
     Forward Amount for each such Class of Certificates, such Interest Funds
     will be distributed pro rata among each such Class, based on the ratio of
     (x) the portion of the Current Interest and the portion of any Interest
     Carry Forward Amount attributable to such Class to (y) the portion of
     Current Interest and the portion of any Interest Carry Forward Amount
     attributable to all such Classes;

            (ii) to the Class M-[1] Certificates, the Current Interest for such
     Class;

            (iii) to the Class M-[2] Certificates, the Current Interest for such
     Class;

            (iv) to the Class B-[1] Certificates, the Current Interest for such
     Class; and

            (v) any remainder as part of the Excess Cash Flow.

            (b) [Reserved]

            (c) [Reserved]

            (d) On each Distribution Date, the Principal Distribution Amount
for such Distribution Date shall be allocated by the Trustee from the
Distribution Account in the following order of priority (with the Principal
Remittance Amount being applied first and the Extra Principal Distribution
Amount being applied thereafter):

            (i) with respect to any Distribution Date prior to the Stepdown Date
     or on which a Trigger Event is in effect:

               (A) to the Class A-R Certificates, until the Certificate
          Principal Balance thereof is reduced to zero;

               (B) to the Class A Certificates in the order and the priorities
          set forth in Section 4.04(e) below;

               (C) to the Class M-[1] Certificates, until the Certificate
          Principal Balance thereof is reduced to zero;

               (D) to the Class M-[2] Certificates, until the Certificate
          Principal Balance thereof is reduced to zero;



                                     -82-
<PAGE>

               (E) to the Class B-[1] Certificates, until the Certificate
          Principal Balance thereof is reduced to zero; and

               (F) any remainder as part of the Excess Cash Flow; and

            (ii) with respect to each Distribution Date on and after the
     Stepdown Date and on which a Trigger Event is not in effect:

               (A) to the Class A Certificates, the Class A Principal
          Distribution Amount, in the order and the priorities set forth in
          Section 4.04(e) below;

               (B) to the Class M-[1] Certificates, the Class M-[1] Principal
          Distribution Amount, until the Certificate Principal Balance thereof
          is reduced to zero;

               (C) to the Class M-[2] Certificates, the Class M-[2] Principal
          Distribution Amount, until the Certificate Principal Balance thereof
          is reduced to zero;

               (D) to the Class B-[1] Certificates, the Class B-[1] Principal
          Distribution Amount, until the Certificate Principal Balance thereof
          is reduced to zero; and

               (E) any remainder as part of the Excess Cash Flow.

            (e) On each Distribution Date, the Principal Distribution Amount
or the Class A Principal Distribution Amount, as applicable, allocated under
Section 4.04(d) to the Class A Certificates is required to be further
allocated by the Trustee to the Class A Certificates in the following order
and priority:

            (i) to the Class A-__ Certificates, the NAS Principal Distribution
     Amount, until the Certificate Principal Balance thereof has been reduced
     to zero, and

            (ii) sequentially, in the following order:

               (A) to the Class A-[1] Certificates, until the Certificate
          Principal Balance thereof has been reduced to zero;

               (B) to the Class A-__ Certificates, until the Certificate
          Principal Balance thereof has been reduced to zero;

               (C) to the Class A-__ Certificates, until the Certificate
          Principal Balance thereof has been reduced to zero;

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



                                     -83-
<PAGE>

               (E) to the Class A-__ Certificates, until the Certificate
          Principal Balance thereof has been reduced to zero;

provided that, on any Distribution Date on or after the date on which the
Aggregate Class A Certificate Principal Balance (calculated for this purpose
after taking into account all distributions of principal on such Distribution
Date) is greater than the sum of the Stated Principal Balances as of such
Distribution Date of the Mortgage Loans, then the Principal Distribution
Amount or the Class A Principal Distribution Amount, as applicable, will be
distributed pro rata among each Class of Class A Certificates (in accordance
with the respective Certificate Principal Balances thereof) and not
sequentially.

            (f) [To the extent that a Class of Certificates receives interest
in excess of the Net Rate Cap, such interest shall be treated as having been
paid to the Carryover Reserve Fund and then paid by the Carryover Reserve Fund
to such Certificateholders. Amounts deemed deposited to the Carryover Reserve
Fund pursuant to this clause shall be deemed to have been distributed first to
the [Class C] Certificateholders for applicable tax purposes.]

            (g) With respect to any Distribution Date, any Excess Cashflow
will be paid to the Classes of Certificates in the following order of
priority, in each case to the extent of amounts remaining:

                 (i) to the Certificateholders then entitled to receive
          distributions in respect of principal, in an amount equal to the
          Extra Principal Distribution Amount, payable to such holders as part
          of the Principal Distribution Amount pursuant to Section 4.04(d)
          above;

                 (ii) to the Class M-[1] Certificateholders, in an amount equal
          to the Interest Carry Forward Amount for such Class and Distribution
          Date;

                 (iii) to the Class M-[1] Certificateholders, in an amount equal
          to the Unpaid Realized Loss Amount for such Class and Distribution
          Date;

                 (iv) to the Class M-[2] Certificateholders, in an amount equal
          to the Interest Carry Forward Amount for such Class and Distribution
          Date;

                 (v) to the Class M-[2] Certificateholders, in an amount equal
          to the Unpaid Realized Loss Amount for such Class and Distribution
          Date;

                 (vi) to the Class B-[1] Certificateholders, in an amount equal
          to the Interest Carry Forward Amount for such Class and Distribution
          Date;

                 (vii) to the Class B-[1] Certificateholders, in an amount equal
          to the Unpaid Realized Loss Amount for such Class and Distribution
          Date;

                 (viii) [to the Carryover Reserve Fund and from the Carryover
          Reserve Fund to the Class A-[1] Certificates, Class A-__
          Certificates, Class A-__ Certificates, Class A-__ Certificates,
          Class A-__ Certificates, Class A-IO Certificates, Class A-R
          Certificates, Class M-[1] Certificates, Class M-[2] Certificates and
          Class B-[1] Certificates, pro rata, based on the Certificate
          Principal Balances (or, in the case of the Class A-IO Certificates,


                                     -84-
<PAGE>

          the Class A-IO Notional Balance) thereof, to the extent needed to
          pay any Net Rate Carryover for each such Class; provided that any
          Excess Cashflow remaining after such allocation to pay Net Rate
          Carryover based on the Certificate Principal Balances of the
          Certificates will be distributed to the Class A-[1] Certificates,
          the Class A-__ Certificates, Class A-__ Certificates, Class A-__
          Certificates, Class A-__ Certificates, Class A-IO Certificates,
          Class A-R Certificates, Class M-[1] Certificates, Class M-[2]
          Certificates and Class B-[1] Certificates with respect to which
          there remains any unpaid Net Rate Carryover (after the distribution
          based on Certificate Principal Balances), pro rata, based on the
          amount of such unpaid Net Rate Carryover;

                 (ix) to the Carryover Reserve Fund, in an amount equal to the
          Required Secondary Carryover Reserve Fund Deposit (after giving
          effect to other deposits and withdrawals therefrom on such
          Distribution Date);]

                 (x) to the [Class C] Certificateholders, the [Class C]
          Distributable Amount for such Distribution Date; and

                 (xi) to the Class A-R Certificates.

            (h) On each Distribution Date, all Prepayment Charges (including
amounts deposited in connection with the full or partial waiver of such
Prepayment Charges pursuant to Section 3.19) shall be allocated to the [Class
P] Certificates. On the [Class P] Principal Distribution Date, the Trustee
shall make the $________ distribution to the [Class P] Certificates as
specified in Section 3.05(d).

            (i) On each Distribution Date, the Trustee shall allocate the
Applied Realized Loss Amount to reduce the Certificate Principal Balances of
the Subordinate Certificates in the following order of priority:

            (i) to the Class B-[1] Certificates until the Class B-[1]
     Certificate Principal Balance is reduced to zero;

            (ii) to the Class M-[2] Certificates until the Class M-[2]
     Certificate Principal Balance is reduced to zero; and

            (iii) to the Class M-[1] Certificates until the Class M-[1]
     Certificate Principal Balance is reduced to zero.

            (j) On each Distribution Date, the Trustee shall allocate the
amount of the Subsequent Recoveries for the Mortgage Loanas, if any, to
increase the Certificate Principal Balances of the Subordinate Certificates to
which Applied Realized Loss Amounts have been previously allocated in the
following order of priority:

            (i) to the Class M-[1] Certificates, but not by more than the amount
     of the Unpaid Realized Loss Amount of the Class M-[1] Certificates;

            (ii) to the Class M-[2] Certificates, but not by more than the
     amount of the Unpaid Realized Loss Amount of the Class M-[2]
     Certificates; and



                                     -85-
<PAGE>

            (iii) to the Class B-[1] Certificates, but not by more than the
     amount of the Unpaid Realized Loss Amount of the Class B-[1]
     Certificates.

            Subject to Section 9.02 hereof respecting the final distribution,
on each Distribution Date the Trustee shall make distributions to each
Certificateholder of record on the preceding Record Date either by wire
transfer in immediately available funds to the account of such holder at a
bank or other entity having appropriate facilities therefor, if (i) such
Holder has so notified the Trustee at least 5 Business Days prior to the
related Record Date and (ii) such Holder shall hold Regular Certificates with
aggregate principal denominations of not less than $[1,000,000] or evidencing
a Percentage Interest aggregating [10]% or more with respect to such Class or,
if not, by check mailed by first class mail to such Certificateholder at the
address of such holder appearing in the Certificate Register. Notwithstanding
the foregoing, but subject to Section 9.02 hereof respecting the final
distribution, distributions with respect to Certificates registered in the
name of a Depository shall be made to such Depository in immediately available
funds.

            On or before _________________on the _____ Business Day following
each Determination Date (but in no event later than _______________ on the
third Business Day before the related Distribution Date), the Master Servicer
shall deliver a report to the Trustee in the form of a computer readable
magnetic tape (or by such other means as the Master Servicer and the Trustee
may agree from time to time) containing such data and information as agreed to
by the Master Servicer and the Trustee such as to permit the Trustee to
prepare the Monthly Statement to Certificateholders and make the required
distributions for the related Distribution Date (the "Remittance Report"). The
Trustee shall not be responsible to recompute, recalculate or verify
information provided to it by the Master Servicer and shall be permitted to
conclusively rely on any information provided to it by the Master Servicer.

            Section 4.05   Monthly Statements to Certificateholders.

            (a) Not later than each Distribution Date, the Trustee shall
prepare and cause to be forwarded by first class mail to each Holder of a
Class of Certificates of the Trust Fund, the Master Servicer, the Seller and
the Depositor a statement setting forth for the Certificates:

            (i) the amount of the related distribution to Holders of each Class
     allocable to principal, separately identifying (A) the aggregate amount
     of any Principal Prepayments included therein and (B) the aggregate of
     all scheduled payments of principal included therein;

            (ii) the amount of such distribution to Holders of each Class
     allocable to interest;

            (iii) any Interest Carry Forward Amount for each Class;

            (iv) the Certificate Principal Balance of each Class after giving
     effect to (i) all distributions allocable to principal on such
     Distribution Date, (ii) the allocation of any Applied Realized Loss
     Amounts for such Distribution Date and (iii) the allocation of any
     Subsequent Recoveries for such Distribution Date;



                                     -86-
<PAGE>

            (v) the aggregate of the Stated Principal Balance of the Mortgage
     Loans for the Mortgage Pool;

            (vi) the related amount of the Servicing Fees paid to or retained by
     the Master Servicer for the related Due Period;

            (vii) the Pass-Through Rate for each Class of Certificates with
     respect to the current Accrual Period;

            (viii) with respect to the __________ 200_ Distribution Date, the
     Seller Shortfall Interest Requirement (if any) for the related Master
     Servicer Advance Date;

            (ix) the amount of Advances included in the distribution on such
     Distribution Date;

            (x) the cumulative amount of Applied Realized Loss Amounts to date;

            (xi) the number and aggregate principal amounts of Mortgage Loans:
     (A) Delinquent (exclusive of Mortgage Loans in foreclosure) (1) 30 to 59
     days, (2) 60 to 89 days and (3) 90 or more days, and (B) in foreclosure
     and Delinquent (1) 30 to 59 days, (2) 60 to 89 days and (3) 90 or more
     days, in each case as of the close of business on the last day of the
     calendar month preceding such Distribution Date;

            (xii) with respect to any Mortgage Loan that became an REO Property
     during the preceding calendar month, the loan number and Stated Principal
     Balance of such Mortgage Loan;

            (xiii) and the aggregate Stated Principal Balances of any Mortgage
     Loans converted to REO Properties as of the close of business on the
     Determination Date preceding such Distribution Date;

            (xiv) the total number and Stated Principal Balances of all
     Liquidated Mortgage Loans;

            (xv) with respect to any Liquidated Mortgage Loan, the loan number
     and Stated Principal Balance relating thereto;

            (xvi) whether a Trigger Event is in effect;

            (xvii) the amount of the distribution made to the Holders of the
     Class P Certificates;

            (xviii) the amount, if any, of Realized Losses and Subsequent
     Recoveries allocated to the Subordinate Certificates for such
     Distribution Date;

            (xix) all payments made by the Master Servicer in respect of
     Compensating Interest for such Distribution Date; and



                                     -87-
<PAGE>

            (xx) any Net Rate Carryover paid on each Class of Certificates and
     any remaining Net Rate Carryover remaining on each Class of Certificates
     on such Distribution Date.

            (b) The Trustee's responsibility for disbursing the above
information to the Certificateholders is limited to the availability,
timeliness and accuracy of the information derived from the Master Servicer.
The Trustee shall send a copy of each statement provided pursuant to this
Section 4.05 to each Rating Agency and the NIM Insurer. The Trustee may make
the above information available to Certificateholders via the Trustee's
website at ____________________________.

            (c) Within a reasonable period of time after the end of each
calendar year, the Trustee shall cause to be furnished to each Person who at
any time during the calendar year was a Certificateholder, a statement
containing the information set forth in clauses (a)(i), (a)(ii) and (a)(vi) of
this Section 4.05 aggregated for such calendar year or applicable portion
thereof during which such Person was a Certificateholder. Such obligation of
the Trustee shall be deemed to have been satisfied to the extent that
substantially comparable information shall be provided by the Trustee pursuant
to any requirements of the Code as from time to time in effect.

            (d) Upon filing with the Internal Revenue Service, the Trustee
shall furnish to the Holders of the Class A-R Certificates the Form 1066 and
each Form 1066Q and shall respond promptly to written requests made not more
frequently than quarterly by any Holder of Class A-R Certificates with respect
to the following matters:

            (i) The original projected principal and interest cash flows on the
     Closing Date on each related Class of regular and residual interests
     created hereunder and on the Mortgage Loans, based on the Prepayment
     Assumption;

            (ii) The projected remaining principal and interest cash flows as of
     the end of any calendar quarter with respect to each related Class of
     regular and residual interests created hereunder and the Mortgage Loans,
     based on the Prepayment Assumption;

            (iii) The applicable Prepayment Assumption and any interest rate
     assumptions used in determining the projected principal and interest cash
     flows described above;

            (iv) The original issue discount (or, in the case of the Mortgage
     Loans, market discount) or premium accrued or amortized through the end
     of such calendar quarter with respect to each related Class of regular or
     residual interests created hereunder and to the Mortgage Loans, together
     with each constant yield to maturity used in computing the same;

            (v) The treatment of losses realized with respect to the Mortgage
     Loans or the regular interests created hereunder, including the timing
     and amount of any cancellation of indebtedness income of the related
     REMIC with respect to such regular interests or bad debt deductions
     claimed with respect to the Mortgage Loans;

            (vi) The amount and timing of any non-interest expenses of the
     related REMIC; and



                                     -88-
<PAGE>

            (vii) Any taxes (including penalties and interest) imposed on the
     related REMIC, including, without limitation, taxes on "prohibited
     transactions," "contributions" or "net income from foreclosure property"
     or state or local income or franchise taxes.

            The information pursuant to clauses (i), (ii), (iii) and (iv)
above shall be provided by the Depositor pursuant to Section 8.11.

            Section 4.06   [Reserved]

            Section 4.07   [Reserved]

            Section 4.08   [Reserved]

            Section 4.09   [Carryover Reserve Fund.

            (a) On the Closing Date, the Trustee shall establish and maintain
in its name, in trust for the benefit of the Holders of the Certificates, the
Carryover Reserve Fund. The Carryover Reserve Fund shall be an Eligible
Account, and funds on deposit therein shall be held separate and apart from,
and shall not be commingled with, any other moneys, including without
limitation, other moneys held by the Trustee pursuant to this Agreement. On
the Closing Date, the Seller shall remit $[10,000] to the Trustee, who shall
deposit said funds in the Carryover Reserve Fund.

            (b) The Trustee shall make withdrawals from the Carryover Reserve
Fund to make distributions pursuant to Section 4.04(g)(viii) hereof.

            (c) Funds in the Carryover Reserve Fund may be invested in
Permitted Investments. Any earnings on such amounts shall be payable to the
[Class C] Certificates. The [Class C] Certificates shall evidence ownership of
the Carryover Reserve Fund for federal tax purposes and the Holders thereof
evidencing not less than 50% of the Voting Rights of such Class shall direct
the Trustee in writing as to the investment of amounts therein. In the absence
of such written direction, all funds in the Carryover Reserve Fund shall be
invested by the Trustee in _____________ cash reserves.

            (d) Upon termination of the Trust Fund, any amounts remaining in
the Carryover Reserve Fund shall be distributed to the Holders of the [Class
C] Certificates in the same manner as if distributed pursuant to Section
4.04(f) hereof.]




                                     -89-
<PAGE>


                                  ARTICLE V.

                               THE CERTIFICATES

            Section 5.01   The Certificates.

            The Certificates shall be substantially in the forms attached
hereto as Exhibits A-[1] through A-9, B, C, D and E. The Certificates shall be
issuable in registered form, in the minimum dollar denominations, integral
dollar multiples in excess thereof and aggregate dollar denominations as set
forth in the following table:

<TABLE>
<CAPTION>
                                                                Integral Multiples in        Original Certificate
            Class                  Minimum Denomination           Excess of Minimum            Principal Balance
---------------------------- ------------------------------- ---------------------------- ---------------------------
<S>                          <C>                             <C>                          <C>
            A-[1]                        $[20,000]                    $[1,000]                      $______
             A-__                        $[20,000]                    $[1,000]                      $______
             A-__                        $[20,000]                    $[1,000]                      $______
             A-__                        $[20,000]                    $[1,000]                      $______
             A-__                        $[20,000]                    $[1,000]                      $______
             A-IO                      $[20,000](1)                  $[1,000](1)                   $____(1)
             A-R                          $100(2)                        N/A                        $______
            M-[1]                        $[20,000]                    $[1,000]                      $______
            M-[2]                        $[20,000]                    $[1,000]                      $______
            B-[1]                        $[20,000]                    $[1,000]                      $______
              R                             N/A                          N/A                         100%
              P                            $100                          N/A                         $100
_______________________________
(1) Notional Amount.
(2) The Tax Matters Person Certificate may be issued in a denomination of $0.05.

</TABLE>

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

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



                                     -90-
<PAGE>

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

            (a) The Trustee shall maintain a Certificate Register for the
Trust Fund in which, subject to the provisions of subsections (b) and (c)
below and to such reasonable regulations as it may prescribe, the Trustee
shall provide for the registration of Certificates and of Transfers and
exchanges of Certificates as herein provided. Upon surrender for registration
of Transfer of any Certificate, the Trustee shall authenticate and deliver, in
the name of the designated transferee or transferees, one or more new
Certificates of the same Class and of like aggregate Percentage Interest.

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

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

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

            (b) No Transfer of a Private Certificate shall be made unless such
Transfer is made pursuant to an effective registration statement under the
Securities Act and any applicable state securities laws or is exempt from the
registration requirements under the Securities Act and such state securities
laws. In the event that a transfer is to be made in reliance upon an exemption
from the Securities Act and such state securities laws, in order to assure
compliance with the Securities Act and such state securities laws, the
Certificateholder desiring to effect such Transfer and such
Certificateholder's prospective transferee shall each certify to the Trustee
in writing the facts surrounding the Transfer in substantially the forms set
forth in Exhibit J (the "Transferor Certificate") and (i) deliver a letter in
substantially the form of either Exhibit K (the "Investment Letter") or
Exhibit L-1 or, if the prospective transferee is [name of Trustee], acting in
its capacity as indenture trustee under an indenture relating to the issuance
of net interest margin notes backed in whole or in part by such Private
Certificate, the buyers of which notes will be required to be "qualified
institutional buyers" within the meaning of Rule 144A of the Securities Act,
Exhibit L-2 or (Exhibit L-1 or L-2, the "Rule 144A Letter") or (ii) there
shall be delivered to the Trustee at the expense of the Certificateholder
desiring to effect such transfer an Opinion of Counsel that such Transfer may
be made pursuant to an exemption from the Securities Act; provided, however,
that in the case of the delivery of an Investment Letter in connection with
the transfer of any Class C or Class P Certificate to a transferee that is
formed


                                     -91-
<PAGE>

with the purpose of issuing notes backed by such Class C or Class P
Certificate, as the case may be, clause (b) and (c) of the form of Investment
Letter shall not be applicable and shall be deleted by such transferee. The
Depositor shall provide to any Holder of a Private Certificate and any
prospective transferee designated by any such Holder, information regarding
the related Certificates and the Mortgage Loans and such other information as
shall be necessary to satisfy the condition to eligibility set forth in Rule
144A(d)(4) for transfer of any such Certificate without registration thereof
under the Securities Act pursuant to the registration exemption provided by
Rule 144A. The Trustee and the Master Servicer shall cooperate with the
Depositor in providing the Rule 144A information referenced in the preceding
sentence, including providing to the Depositor such information regarding the
Certificates, the Mortgage Loans and other matters regarding the Trust Fund as
the Depositor shall reasonably request to meet its obligation under the
preceding sentence. Each Holder of a Private Certificate desiring to effect
such Transfer shall, and does hereby agree to, indemnify the Trustee, the
Depositor, the Trust Fund, each Seller, the Master Servicer and the NIM
Insurer against any liability that may result if the Transfer is not so exempt
or is not made in accordance with such federal and state laws.

            No Transfer of an ERISA-Restricted Certificate shall be made
unless the Trustee shall have received either (i) a representation from the
transferee of such Certificate acceptable to and in form and substance
satisfactory to the Trustee (in the event such Certificate is a Private
Certificate, such requirement is satisfied only by the Trustee's receipt of a
representation letter from the transferee substantially in the form of Exhibit
K or Exhibit L-1 or, if the prospective transferee is [name of Trustee],
acting in its capacity as indenture trustee under an indenture relating to the
issuance of net interest margin notes backed in whole or in part by such
Private Certificate, the buyers of which notes will be required to be
"qualified institutional buyers" within the meaning of Rule 144A of the
Securities Act, Exhibit L-2, or in the event such Certificate is a Residual
Certificate, such requirement is satisfied only by the Trustee's receipt of a
representation letter from the transferee substantially in the form of Exhibit
I-1), to the effect that (x) such transferee is not an employee benefit plan
or arrangement subject to Section 406 of ERISA or a plan or arrangement
subject to Section 4975 of the Code, or a Person acting on behalf of any such
plan or arrangement or using the assets of any such plan or arrangement, or
(ii) in the case of an ERISA-Restricted Certificate that has been the subject
of an ERISA-Qualifying Underwriting, a representation that the purchaser is an
insurance company which is purchasing such Certificate with funds contained in
an "insurance company general account" (as such term is defined in section
V(e) of Prohibited Transaction Class Exemption 95-60 ("PTCE 95-60")) and that
the purchase and holding of such Certificate satisfy the requirements for
exemptive relief under Sections I and III of PTCE 95-60 or (ii) in the case of
any ERISA-Restricted Certificate presented for registration in the name of an
employee benefit plan or arrangement subject to ERISA, or a plan or
arrangement subject to Section 4975 of the Code (or comparable provisions of
any subsequent enactments), or a trustee of any such plan or arrangement or
any other person acting on behalf of any such plan or arrangement, an Opinion
of Counsel satisfactory to the Trustee to the effect that the purchase or
holding of such ERISA-Restricted Certificate will not result in a non-exempt
prohibited transaction under ERISA or the Code and will not subject the
Trustee to any obligation in addition to those expressly undertaken in this
Agreement, which Opinion of Counsel shall not be an expense of the Trustee.
For purposes of the preceding sentence, one of such representations, as
appropriate, shall be deemed to have been made to the Trustee by the
transferee's acceptance of an ERISA-Restricted Certificate (or the acceptance
by a Certificate Owner of the beneficial interest in any such Class


                                     -92-
<PAGE>

of ERISA-Restricted Certificates) unless the Trustee shall have received from
the transferee an Opinion of Counsel as described in clause (ii) or a
representation acceptable in form and substance to the Trustee.
Notwithstanding anything else to the contrary herein, any purported transfer
of an ERISA-Restricted Certificate to or on behalf of an employee benefit plan
subject to Section 406 of ERISA or a plan subject to Section 4975 of the Code
without the delivery to the Trustee of an Opinion of Counsel satisfactory to
the Trustee meeting the requirements of clause (i) of the first sentence of
this paragraph as described above shall be void and of no effect. The Trustee
shall be under no liability to any Person for any registration of transfer of
any ERISA-Restricted Certificate that is in fact not permitted by this Section
5.02(b) or for making any payments due on such Certificate to the Holder
thereof or taking any other action with respect to such Holder under the
provisions of this Agreement so long as the Trustee, with respect to the
transfer of such Classes of Certificates, required delivery of such
certificates and other documentation or evidence as are expressly required by
the terms of this Agreement and examined such certificates and other
documentation or evidence to determine compliance as to form with the express
requirements hereof. The Trustee shall be entitled, but not obligated, to
recover from any Holder of any ERISA-Restricted Certificate that was in fact
an employee benefit plan or arrangement subject to Section 406 of ERISA or a
plan or arrangement subject to Section 4975 of the Code or a Person acting on
behalf of any such plan or arrangement at the time it became a Holder or, at
such subsequent time as it became such a plan or arrangement or Person acting
on behalf of such a plan or arrangement, all payments made on such
ERISA-Restricted Certificate at and after either such time. Any such payments
so recovered by the Trustee shall be paid and delivered by the Trustee to the
last preceding Holder of such Certificate that is not such a plan or
arrangement or Person acting on behalf of a plan or arrangement.

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

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

            (ii) No Ownership Interest in a Class A-R Certificate may be
     registered on the Closing Date or thereafter transferred, and the Trustee
     shall not register the Transfer of any Class A-R Certificate unless, the
     Trustee shall have been furnished with an affidavit (a "Transfer
     Affidavit") of the initial owner or the proposed transferee in the form
     attached hereto as Exhibit I-1.

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


                                     -93-
<PAGE>

     knowledge that such Person is not a Permitted Transferee or that such
     Transfer Affidavit is false.

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

            (v) The Master Servicer shall use its best efforts to make
     available, upon receipt of written request from the Trustee, all
     information necessary to compute any tax imposed under section 860E(e) of
     the Code as a result of a Transfer of an Ownership Interest in a Class
     A-R Certificate to any Holder who is not a Permitted Transferee.

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

            The preparation and delivery of all affidavits, certifications and
opinions referred to above in this section 5.02 shall not be an expense of the
Trust Fund, the Trustee, the Depositor, either Seller or the Master Servicer.



                                     -94-
<PAGE>

            Section 5.03   Mutilated, Destroyed, Lost or Stolen Certificates.

            If (a) any mutilated Certificate is surrendered to the Trustee, or
the Trustee receives evidence to its satisfaction of the destruction, loss or
theft of any Certificate and of the ownership thereof and (b) there is
delivered to the Master Servicer and the Trustee such security or indemnity as
may be required by them to save each of them harmless, then, in the absence of
notice to the Trustee that such Certificate has been acquired by a bona fide
purchaser, the Trustee shall execute, authenticate and deliver, in exchange
for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a
new Certificate of like Class, tenor and Percentage Interest. In connection
with the issuance of any new Certificate under this Section 5.03, the Trustee
may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Trustee) connected therewith.
Any replacement Certificate issued pursuant to this Section 5.03 shall
constitute complete and indefeasible evidence of ownership in the Trust Fund,
as if originally issued, whether or not the lost, stolen or destroyed
Certificate shall be found at any time. All Certificates surrendered to the
Trustee under the terms of this Section 5.03 shall be canceled and destroyed
by the Trustee in accordance with its standard procedures without liability on
its part.

            Section 5.04   Persons Deemed Owners.

            The Master Servicer, the Trustee, the NIM Insurer and any agent of
the Master Servicer, the NIM Insurer or the Trustee may treat the person in
whose name any Certificate is registered as the owner of such Certificate for
the purpose of receiving distributions as provided in this Agreement and for
all other purposes whatsoever, and none of the Master Servicer, the Trustee or
the NIM Insurer or any agent of the Master Servicer, the Trustee or the NIM
Insurer shall be affected by any notice to the contrary.

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

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



                                     -95-
<PAGE>

            Section 5.06   Book-Entry Certificates.

            The Regular Certificates, upon original issuance, shall be issued
in the form of one or more typewritten Certificates representing the
Book-Entry Certificates, to be delivered to the Depository by or on behalf of
the Depositor. Such Certificates shall initially be registered on the
Certificate Register in the name of the Depository or its nominee, and no
Certificate Owner of such Certificates will receive a definitive certificate
representing such Certificate Owner's interest in such Certificates, except as
provided in Section 5.08. Unless and until definitive, fully registered
Certificates ("Definitive Certificates") have been issued to the Certificate
Owners of such Certificates pursuant to Section 5.08:

            (a) the provisions of this Section shall be in full force and
effect;

            (b) the Depositor, the Seller, the Master Servicer and the Trustee
may deal with the Depository and the Depository Participants for all purposes
(including the making of distributions) as the authorized representative of
the respective Certificate Owners of such Certificates;

            (c) registration of the Book-Entry Certificates may not be
transferred by the Trustee except to another Depository;

            (d) the rights of the respective Certificate Owners of such
Certificates shall be exercised only through the Depository and the Depository
Participants and shall be limited to those established by law and agreements
between the Owners of such Certificates and the Depository and/or the
Depository Participants. Pursuant to the Depository Agreement, unless and
until Definitive Certificates are issued pursuant to Section 5.08, the
Depository will make book-entry transfers among the Depository Participants
and receive and transmit distributions of principal and interest on the
related Certificates to such Depository Participants;

            (e) the Depository may collect its usual and customary fees,
charges and expenses from its Depository Participants;

            (f) the Trustee may rely and shall be fully protected in relying
upon information furnished by the Depository with respect to its Depository
Participants; and

            (g) to the extent that the provisions of this Section conflict
with any other provisions of this Agreement, the provisions of this Section
shall control.

            For purposes of any provision of this Agreement requiring or
permitting actions with the consent of, or at the direction of,
Certificateholders evidencing a specified percentage of the aggregate unpaid
principal amount of any Class of Certificates, such direction or consent may
be given by Certificate Owners (acting through the Depository and the
Depository Participants) owning Book-Entry Certificates evidencing the
requisite percentage of principal amount of such Class of Certificates.



                                     -96-
<PAGE>

            Section 5.07   Notices to Depository.

            Whenever any notice or other communication is required to be given
to Certificateholders of the Class with respect to which Book-Entry
Certificates have been issued, unless and until Definitive Certificates shall
have been issued to the related Certificate Owners, the Trustee shall give all
such notices and communications to the Depository.

            Section 5.08   Definitive Certificates.

            If, after Book-Entry Certificates have been issued with respect to
any Certificates, (a) the Depositor advises the Trustee that the Depository is
no longer willing or able to discharge properly its responsibilities under the
Depository Agreement with respect to such Certificates and the Trustee or the
Depositor is unable to locate a qualified successor, or (b) after the
occurrence and continuation of an Event of Default, Certificate Owners of such
Book-Entry Certificates having not less than 51% of the Voting Rights
evidenced by any Class of Book-Entry Certificates advise the Trustee and the
Depository in writing through the Depository Participants that the
continuation of a book-entry system with respect to Certificates of such Class
through the Depository (or its successor) is no longer in the best interests
of the Certificate Owners of such Class, then the Trustee shall notify all
Certificate Owners of such Certificates, through the Depository, of the
occurrence of any such event and of the availability of Definitive
Certificates to Certificate Owners of such Class requesting the same. The
Depositor shall provide the Trustee with an adequate inventory of Certificates
to facilitate the issuance and transfer of Definitive Certificates. Upon
surrender to the Trustee of any such Certificates by the Depository,
accompanied by registration instructions from the Depository for registration,
the Trustee shall authenticate and deliver such Definitive Certificates.
Neither the Depositor nor the Trustee shall be liable for any delay in
delivery of such instructions and each may conclusively rely on, and shall be
protected in relying on, such instructions. Upon the issuance of such
Definitive Certificates, all references herein to obligations imposed upon or
to be performed by the Depository shall be deemed to be imposed upon and
performed by the Trustee, to the extent applicable with respect to such
Definitive Certificates and the Trustee shall recognize the Holders of such
Definitive Certificates as Certificateholders hereunder.

            Section 5.09   Maintenance of Office or Agency.

            The Trustee will maintain or cause to be maintained at its expense
an office or offices or agency or agencies in _____________ where Certificates
may be surrendered for registration of transfer or exchange. The Trustee
initially designates its offices at _______________________________,
Attention: ______________________, as offices for such purposes. The Trustee
will give prompt written notice to the Certificateholders of any change in
such location of any such office or agency.




                                     -97-
<PAGE>

                                 ARTICLE VI.

               THE DEPOSITOR, THE MASTER SERVICER AND THE SELLER

            Section 6.01   Respective Liabilities of the Depositor, the Master
                           Servicer and the Seller.

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

            Section 6.02   Merger or Consolidation of the Depositor, the Master
                           Servicer or the Seller.

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

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

            Section 6.03   Limitation on Liability of the Depositor, the Seller,
                           the Master Servicer, the NIM Insurer and Others.

            None of the Depositor, the Seller, the NIM Insurer or the Master
Servicer or any of the directors, officers, employees or agents of the
Depositor, the Seller, the NIM Insurer or the Master Servicer shall be under
any liability to the Trustee (except as provided in Section 8.05), the Trust
Fund or the Certificateholders for any action taken or for refraining from the
taking of any action in good faith pursuant to this Agreement, or for errors
in judgment; provided that this provision shall not protect the Depositor, the
Seller, the Master Servicer or any such Person against any breach of
representations or warranties made by it herein or protect the Depositor, the
Seller, the Master Servicer or any such Person from any liability that would
otherwise be


                                     -98-
<PAGE>

imposed by reasons of willful misfeasance, bad faith or gross negligence in
the performance of duties or by reason of reckless disregard of obligations
and duties hereunder. The Depositor, the Seller, the NIM Insurer, the Master
Servicer and any director, officer, employee or agent of the Depositor, the
Seller, the NIM Insurer or the Master Servicer may rely in good faith on any
document of any kind prima facie properly executed and submitted by any Person
respecting any matters arising hereunder. The Depositor, the Seller, the NIM
Insurer, the Master Servicer and any director, officer, employee or agent of
the Depositor, the Seller, the NIM Insurer or the Master Servicer shall be
indemnified by the Trust Fund and held harmless against any loss, liability or
expense incurred in connection with any audit, controversy or judicial
proceeding relating to a governmental taxing authority or any legal action
relating to this Agreement or the Certificates, other than any loss, liability
or expense related to any specific Mortgage Loan or Mortgage Loans (except as
any such loss, liability or expense shall be otherwise reimbursable pursuant
to this Agreement) and any loss, liability or expense incurred by reason of
willful misfeasance, bad faith or gross negligence in the performance of
duties hereunder or by reason of reckless disregard of obligations and duties
hereunder. None of the Depositor, the Seller, the NIM Insurer or the Master
Servicer shall be under any obligation to appear in, prosecute or defend any
legal action that is not incidental to its respective duties hereunder and
that in its opinion may involve it in any expense or liability; provided that
any of the Depositor, the Seller, the NIM Insurer or the Master Servicer may,
in its discretion undertake any such action that it may deem necessary or
desirable in respect of this Agreement and the rights and duties of the
parties hereto and interests of the Trustee and the Certificateholders
hereunder. In such event, the legal expenses and costs of such action and any
liability resulting therefrom shall be, expenses, costs and liabilities of the
Trust Fund, and the Depositor, the Seller, the NIM Insurer and the Master
Servicer shall be entitled to be reimbursed therefor out of the Certificate
Account as provided by Section 3.08 hereof.

            Section 6.04   Limitation on Resignation of Master Servicer.

            The Master Servicer shall not resign from the obligations and
duties hereby imposed on it except (i) upon determination that its duties
hereunder are no longer permissible under applicable law or (ii) upon
appointment of a successor servicer that is reasonably acceptable to the
Trustee and the NIM Insurer and the written confirmation from each Rating
Agency (which confirmation shall be furnished to the Depositor, the Trustee
and the NIM Insurer) that such resignation will not cause such Rating Agency
to reduce the then current rating of the Certificates. Any such determination
pursuant to clause (i) of the preceding sentence permitting the resignation of
the Master Servicer shall be evidenced by an Opinion of Counsel to such effect
delivered to the Trustee. No resignation of the Master Servicer shall become
effective until the Trustee shall have assumed the Master Servicer's
responsibilities, duties, liabilities (other than those liabilities arising
prior to the appointment of such successor) and obligations under this
Agreement.

            Section 6.05   Errors and Omissions Insurance; Fidelity Bonds.

            The Master Servicer shall, for so long as it acts as servicer
under this Agreement, obtain and maintain in force (a) a policy or policies of
insurance covering errors and omissions in the performance of its obligations
as servicer hereunder, and (b) a fidelity bond in respect of its officers,
employees and agents. Each such policy or policies and bond shall, together,
comply


                                     -99-
<PAGE>

with the requirements from time to time of Fannie Mae or Freddie Mac for
persons performing servicing for mortgage loans purchased by Fannie Mae or
Freddie Mac. In the event that any such policy or bond ceases to be in effect,
the Master Servicer shall use its reasonable best efforts to obtain a
comparable replacement policy or bond from an insurer or issuer, meeting the
requirements set forth above as of the date of such replacement.

            The Master Servicer shall provide the Trustee and the NIM Insurer
(upon such party's reasonable request) with copies of any such insurance
policies and fidelity bond. The Master Servicer shall be deemed to have
complied with this provision if an Affiliate of the Master Servicer has such
errors and omissions and fidelity bond coverage and, by the terms of such
insurance policy or fidelity bond, the coverage afforded thereunder extends to
the Master Servicer.




                                    -100-
<PAGE>

                                 ARTICLE VII.

                    DEFAULT; TERMINATION OF MASTER SERVICER

            Section 7.01   Events of Default.

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

            (i) any failure by the Master Servicer to deposit in the Certificate
     Account or the Distribution Account or remit to the Trustee any payment
     (excluding a payment required to be made under Section 4.01 hereof)
     required to be made under the terms of this Agreement, which failure
     shall continue unremedied for five calendar days and, with respect to a
     payment required to be made under Section 4.01(b) or (c) hereof, for one
     Business Day, after the date on which written notice of such failure
     shall have been given to the Master Servicer by the Trustee, the NIM
     Insurer or the Depositor, or to the Trustee, the NIM Insurer and the
     Master Servicer by the Holders of Certificates evidencing not less than
     25% of the Voting Rights; or

            (ii) any failure by the Master Servicer to observe or perform in any
     material respect any other of the covenants or agreements on the part of
     the Master Servicer contained in this Agreement or any representation or
     warranty shall prove to be untrue, which failure or breach shall continue
     unremedied for a period of 60 days after the date on which written notice
     of such failure shall have been given to the Master Servicer by the
     Trustee, the NIM Insurer or the Depositor, or to the Trustee by the
     Holders of Certificates evidencing not less than 25% of the Voting
     Rights; provided that the sixty-day cure period shall not apply to the
     initial delivery of the Mortgage File for Delay Delivery Mortgage Loans
     nor the failure to repurchase or substitute in lieu thereof; or

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

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

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

            (vi) the Master Servicer shall fail to reimburse in full the Trustee
     not later than [6:00] p.m. (New York time) on the Business Day following
     the related Distribution Date


                                    -101-
<PAGE>

     for any Advance made by the Trustee pursuant to Section 4.01(d) together
     with accrued and unpaid interest.

            If an Event of Default shall occur, then, and in each and every
such case, so long as such Event of Default shall not have been remedied, the
Trustee shall, but only at the direction of either the NIM Insurer or the
Holders of Certificates evidencing not less than 25% of the Voting Rights, by
notice in writing to the Master Servicer (with a copy to each Rating Agency),
terminate all of the rights and obligations of the Master Servicer under this
Agreement and in and to the Mortgage Loans and the proceeds thereof, other
than its rights as a Certificateholder hereunder. On or after the receipt by
the Master Servicer of such written notice, all authority and power of the
Master Servicer hereunder, whether with respect to the Mortgage Loans or
otherwise, shall pass to and be vested in the Trustee. The Trustee shall
thereupon make any Advance described in Section 4.01 hereof subject to Section
3.04 hereof. The Trustee is hereby authorized and empowered to execute and
deliver, on behalf of the Master Servicer, as attorney-in-fact or otherwise,
any and all documents and other instruments, and to do or accomplish all other
acts or things necessary or appropriate to effect the purposes of such notice
of termination, whether to complete the transfer and endorsement or assignment
of the Mortgage Loans and related documents, or otherwise. Unless expressly
provided in such written notice, no such termination shall affect any
obligation of the Master Servicer to pay amounts owed pursuant to Article
VIII. The Master Servicer agrees to cooperate with the Trustee in effecting
the termination of the Master Servicer's responsibilities and rights
hereunder, including, without limitation, the transfer to the Trustee of all
cash amounts which shall at the time be credited to the Certificate Account,
or thereafter be received with respect to the Mortgage Loans. The Trustee
shall promptly notify the Rating Agencies of the occurrence of an Event of
Default.

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

            Section 7.02   Trustee to Act; Appointment of Successor.

            On and after the time the Master Servicer receives a notice of
termination pursuant to Section 7.01 hereof, the Trustee shall, to the extent
provided in Section 3.04, be the successor to the Master Servicer in its
capacity as servicer under this Agreement and the transactions set forth or
provided for herein and shall be subject to all the responsibilities, duties
and liabilities relating thereto placed on the Master Servicer by the terms
and provisions hereof and applicable law including the obligation to make
advances pursuant to Section 4.01. As compensation therefor, the Trustee shall
be entitled to all fees, costs and expenses relating to the Mortgage Loans
that the Master Servicer would have been entitled to if the Master Servicer
had continued to act hereunder. Notwithstanding the foregoing, if the Trustee
has become the successor to the Master Servicer in accordance with Section
7.01 hereof, the Trustee may, if it shall be unwilling to so act, or shall, if
it is prohibited by applicable law from making Advances pursuant to Section
4.01 hereof or if it is otherwise unable to so act, (i) appoint any
established


                                    -102-
<PAGE>

mortgage loan servicing institution reasonably acceptable to the NIM Insurer
(as evidenced by the prior written consent of the NIM Insurer), or (ii)
petition a court of competent jurisdiction to appoint, any established
mortgage loan servicing institution the appointment of which does not
adversely affect the then current rating of the Certificates and the NIM
Insurer guaranteed notes by each Rating Agency as the successor to the Master
Servicer hereunder in the assumption of all or any part of the
responsibilities, duties or liabilities of the Master Servicer hereunder. Any
successor Master Servicer shall be an institution that is a Fannie Mae and
Freddie Mac approved seller/servicer in good standing, that has a net worth of
at least $15,000,000, and that is willing to service the Mortgage Loans and
executes and delivers to the Depositor and the Trustee an agreement accepting
such delegation and assignment, that contains an assumption by such Person of
the rights, powers, duties, responsibilities, obligations and liabilities of
the Master Servicer (other than liabilities and indemnities of the Master
Servicer under Section 6.03 hereof incurred prior to termination of the Master
Servicer under Section 7.01), with like effect as if originally named as a
party to this Agreement; and provided further that each Rating Agency
acknowledges that its rating of the Certificates in effect immediately prior
to such assignment and delegation will not be qualified or reduced as a result
of such assignment and delegation. No appointment of a successor to the Master
Servicer hereunder shall be effective until the Trustee shall have consented
thereto, and written notice of such proposed appointment shall have been
provided by the Trustee to each Certificateholder. The Trustee shall not
resign as servicer until a successor servicer has been appointed and has
accepted such appointment. Pending appointment of a successor to the Master
Servicer hereunder, the Trustee, unless the Trustee is prohibited by law from
so acting, shall, subject to Section 3.04 hereof, act in such capacity as
hereinabove provided. In connection with such appointment and assumption, the
Trustee may make such arrangements for the compensation of such successor out
of payments on Mortgage Loans as it and such successor shall agree; provided
that no such compensation shall be in excess of that permitted the Master
Servicer hereunder. The Trustee and such successor shall take such action,
consistent with this Agreement, as shall be necessary to effectuate any such
succession. Neither the Trustee nor any other successor servicer shall be
deemed to be in default hereunder by reason of any failure to make, or any
delay in making, any distribution hereunder or any portion thereof or any
failure to perform, or any delay in performing, any duties or responsibilities
hereunder, in either case caused by the failure of the Master Servicer to
deliver or provide, or any delay in delivering or providing, any cash,
information, documents or records to it.

            Any successor to the Master Servicer as servicer shall give notice
to the NIM Insurer and the Mortgagors of such change of servicer and shall,
during the term of its service as servicer, maintain in force the policy or
policies that the Master Servicer is required to maintain pursuant to Section
6.05.

            In connection with the termination or resignation of the Master
Servicer hereunder, either (i) the successor Master Servicer, including the
Trustee if the Trustee is acting as successor Master Servicer, shall represent
and warrant that it is a member of MERS in good standing and shall agree to
comply in all material respects with the rules and procedures of MERS in
connection with the servicing of the Mortgage Loans that are registered with
MERS, or (ii) the predecessor Master Servicer shall cooperate with the
successor Master Servicer in causing MERS to execute and deliver an assignment
of Mortgage in recordable form to transfer the Mortgage from MERS to the
Trustee and to execute and deliver such other notices, documents and other
instruments as may be necessary or desirable to effect a transfer of such


                                    -103-
<PAGE>

Mortgage Loan or servicing of such Mortgage Loan on the MERS(R) System to the
successor Master Servicer. The predecessor Master Servicer shall file or cause
to be filed any such assignment in the appropriate recording office. The
successor Master Servicer shall cause such assignment to be delivered to the
Trustee or the Custodian promptly upon receipt of the original with evidence
of recording thereon or a copy certified by the public recording office in
which such assignment was recorded.

            Section 7.03   Notification to Certificateholders.

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

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




                                    -104-
<PAGE>

                                ARTICLE VIII.

                            CONCERNING THE TRUSTEE

            Section 8.01   Duties of Trustee.

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

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

            No provision of this Agreement shall be construed to relieve the
Trustee from liability for its own grossly negligent action, its own gross
negligent failure to act or its own misconduct, its grossly negligent failure
to perform its obligations in compliance with this Agreement, or any liability
that would be imposed by reason of its willful misfeasance or bad faith;
provided that:

            (i) prior to the occurrence of an Event of Default, and after the
     curing of all such Events of Default that may have occurred, the duties
     and obligations of the Trustee shall be determined solely by the express
     provisions of this Agreement, the Trustee shall not be liable,
     individually or as Trustee, except for the performance of such duties and
     obligations as are specifically set forth in this Agreement, no implied
     covenants or obligations shall be read into this Agreement against the
     Trustee and the Trustee may conclusively rely, as to the truth of the
     statements and the correctness of the opinions expressed therein, upon
     any certificates or opinions furnished to the Trustee and conforming to
     the requirements of this Agreement that it reasonably believed in good
     faith to be genuine and to have been duly executed by the proper
     authorities respecting any matters arising hereunder;

            (ii) the Trustee shall not be liable, individually or as Trustee,
     for an error of judgment made in good faith by a Responsible Officer or
     Responsible Officers of the Trustee, unless the Trustee was grossly
     negligent or acted in bad faith or with willful misfeasance;

            (iii) the Trustee shall not be liable, individually or as Trustee,
     with respect to any action taken, suffered or omitted to be taken by it
     in good faith in accordance with


                                    -105-
<PAGE>

     the direction of Holders of each Class of Certificates evidencing not
     less than 25% of the Voting Rights of such Class relating to the time,
     method and place of conducting any proceeding for any remedy available to
     the Trustee, or exercising any trust or power conferred upon the Trustee
     under this Agreement; and

            (iv) without in any way limiting the provisions of this Section 8.01
     or Section 8.02 hereof, the Trustee shall be entitled to rely
     conclusively on the information delivered to it by the Master Servicer in
     a Trustee Advance Notice in determining whether or not it is required to
     make an Advance under Section 4.01(d), shall have no responsibility to
     ascertain or confirm any information contained in any Trustee Advance
     Notice, and shall have no obligation to make any Advance under Section
     4.01(d) in the absence of a Trustee Advance Notice or actual knowledge by
     a Responsible Officer that a (A) required Advance was not made and (B)
     such required Advance was not a Nonrecoverable Advance.

            Section 8.02   Certain Matters Affecting the Trustee.

            (a) Except as otherwise provided in Section 8.01:

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

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

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

            (iv) prior to the occurrence of an Event of Default hereunder and
     after the curing of all Events of Default that may have occurred, the
     Trustee shall not be bound to make any investigation into the facts or
     matters stated in any resolution, certificate, statement, instrument,
     opinion, report, notice, request, consent, order, approval, bond or other
     paper or document, unless requested in writing so to do by the NIM
     Insurer or the Holders of each Class of Certificates evidencing not less
     than 25% of the Voting Rights of such Class; provided, however, that if
     the payment within a reasonable time to the Trustee of the costs,
     expenses or liabilities likely to be incurred by it in the making of such
     investigation is, in the opinion of the Trustee not reasonably assured to
     the Trustee by the NIM Insurer or such Certificateholders, the Trustee
     may require reasonable indemnity against such expense, or liability from
     the NIM Insurer or such Certificateholders as a condition to taking any
     such action;

            (v) the Trustee may execute any of the trusts or powers hereunder or
     perform any duties hereunder either directly or by or through agents,
     accountants or attorneys;



                                    -106-
<PAGE>

            (vi) the Trustee shall not be required to expend its own funds or
     otherwise incur any financial liability in the performance of any of its
     duties hereunder if it shall have reasonable grounds for believing that
     repayment of such funds or adequate indemnity against such liability is
     not assured to it;

            (vii) the Trustee shall not be liable, individually or as Trustee,
     for any loss on any investment of funds pursuant to this Agreement (other
     than as issuer of the investment security);

            (viii) the Trustee shall not be deemed to have knowledge of an Event
     of Default until a Responsible Officer of the Trustee shall have received
     written notice thereof; and

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

            (b) All rights of action under this Agreement or under any of the
Certificates, enforceable by the Trustee, may be enforced by the Trustee
without the possession of any of the Certificates, or the production thereof
at the trial or other proceeding relating thereto, and any such suit, action
or proceeding instituted by the Trustee shall be brought in its name for the
benefit of all the Holders of the Certificates, subject to the provisions of
this Agreement.

            Section 8.03   Trustee Not Liable for Mortgage Loans.

            The recitals contained herein shall be taken as the statements of
the Depositor or the Master Servicer, as the case may be, and the Trustee
assumes no responsibility for their correctness. The Trustee makes no
representations as to the validity or sufficiency of this Agreement or of any
Mortgage Loan or related document or of MERS or the MERS(R) System other than
with respect to the Trustee's execution and authentication of the
Certificates. The Trustee shall not be accountable for the use or application
by the Depositor or the Master Servicer of any funds paid to the Depositor or
the Master Servicer in respect of the Mortgage Loans or deposited in or
withdrawn from the Certificate Account by the Depositor or the Master
Servicer.

            Section 8.04   Trustee May Own Certificates.

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

            Section 8.05   Master Servicer to Pay Trustee's Fees and Expenses.

            The Master Servicer covenants and agrees to pay or reimburse the
Trustee, upon its request, for all reasonable expenses, disbursements and
advances incurred or made by


                                    -107-
<PAGE>

the Trustee on behalf of the Trust Fund in accordance with any of the
provisions of this Agreement (including, without limitation: (A) the
reasonable compensation and the expenses and disbursements of its counsel, but
only for representation of the Trustee acting in its capacity as Trustee
hereunder and (B) to the extent that the Trustee must engage persons not
regularly in its employ to perform acts or services on behalf of the Trust
Fund, which acts or services are not in the ordinary course of the duties of a
trustee, paying agent or certificate registrar, in the absence of a breach or
default by any party hereto, the reasonable compensation, expenses and
disbursements of such persons, except any such expense, disbursement or
advance as may arise from its negligence, bad faith or willful misconduct).
The Trustee and any director, officer, employee or agent of the Trustee shall
be indemnified by the Master Servicer and held harmless against any loss,
liability or expense (i) incurred in connection with any legal action relating
to this Agreement or the Certificates, or in connection with the performance
of any of the Trustee's duties hereunder, other than any loss, liability or
expense incurred by reason of willful misfeasance, bad faith or negligence in
the performance of any of the Trustee's duties hereunder or by reason of
reckless disregard of the Trustee's obligations and duties hereunder and (ii)
resulting from any error in any tax or information return prepared by the
Master Servicer. Such indemnity shall survive the termination of this
Agreement or the resignation or removal of the Trustee hereunder.

            Section 8.06   Eligibility Requirements for Trustee.

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

            Section 8.07   Resignation and Removal of Trustee.

            The Trustee may at any time resign and be discharged from the
trusts hereby created by (1) giving written notice of resignation to the
Depositor and the Master Servicer and by mailing notice of resignation by
first class mail, postage prepaid, to the Certificateholders at their
addresses appearing on the Certificate Register and each Rating Agency, not
less than 60 days before the date specified in such notice when, subject to
Section 8.08, such resignation is to


                                    -108-
<PAGE>

take effect, and (2) acceptance of appointment by a successor Trustee in
accordance with Section 8.08 and meeting the qualifications set forth in
Section 8.06. If no successor Trustee shall have been so appointed and have
accepted appointment within 30 days after the giving of such notice or
resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor Trustee.

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

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

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

            Section 8.08   Successor Trustee.

            Any successor Trustee appointed as provided in Section 8.07 hereof
shall execute, acknowledge and deliver to the Depositor, its predecessor
trustee and the Master Servicer an instrument accepting such appointment
hereunder and thereupon the resignation or removal of the predecessor trustee
shall become effective and such successor Trustee, without any further act,
deed or conveyance, shall become fully vested with all the rights, powers,
duties and obligations of its predecessor hereunder, with the like effect as
if originally named as trustee herein.

            No successor Trustee shall accept appointment as provided in this
Section 8.08 unless at the time of such acceptance such successor Trustee
shall be eligible under the provisions of Section 8.06 hereof, is reasonably
acceptable to the NIM Insurer and its appointment shall not adversely affect
the then current ratings of the Certificates.



                                    -109-
<PAGE>

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

            Section 8.09   Merger or Consolidation of Trustee.

            Any corporation into which the Trustee may be merged or converted
or with which it may be consolidated or any corporation resulting from any
merger, conversion or consolidation to which the Trustee shall be a party, or
any corporation succeeding to substantially all of the corporate trust
business of the Trustee, shall be the successor of the Trustee hereunder,
provided that such corporation shall be eligible under the provisions of
Section 8.06 hereof without the execution or filing of any paper or further
act on the part of any of the parties hereto, anything herein to the contrary
notwithstanding. Section 8.10 Appointment of Co-Trustee or Separate Trustee.

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

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

            (i) All rights, powers, duties and obligations conferred or imposed
     upon the Trustee, except for the obligation of the Trustee under this
     Agreement to advance funds on behalf of the Master Servicer, shall be
     conferred or imposed upon and exercised or performed by the Trustee and
     such separate trustee or co-trustee jointly (it being understood that
     such separate trustee or co-trustee is not authorized to act separately
     without the Trustee joining in such act), except to the extent that under
     any law of any jurisdiction in which any particular act or acts are to be
     performed (whether as Trustee hereunder or as successor to the Master
     Servicer hereunder), the Trustee shall be incompetent or unqualified to
     perform such act or acts, in which event such rights,


                                    -110-
<PAGE>

     powers, duties and obligations (including the holding of title to the
     Trust Fund or any portion thereof in any such jurisdiction) shall be
     exercised and performed singly by such separate trustee or co-trustee,
     but solely at the direction of the Trustee;

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

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

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

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

            Section 8.11   Tax Matters.

            It is intended that each REMIC created pursuant to the Preliminary
Statement shall constitute, and that the affairs of the Trust Fund shall be
conducted so that each REMIC created pursuant to the Preliminary Statement
qualifies as, a "real estate mortgage investment conduit" as defined in and in
accordance with the REMIC Provisions. In furtherance of such intention, the
Trustee covenants and agrees that it shall act as agent (and the Trustee is
hereby appointed to act as agent) on behalf of the Trust Fund and that in such
capacity it shall: (a) prepare and file, or cause to be prepared and filed, in
a timely manner, a U.S. Real Estate Mortgage Investment Conduit Income Tax
Returns (Form 1066 or any successor form adopted by the Internal Revenue
Service) and prepare and file or cause to be prepared and filed with the
Internal Revenue Service and applicable state or local tax authorities income
tax or information returns for each taxable year with respect to each REMIC
created hereunder containing such information and at the times and in the
manner as may be required by the Code or state or local tax laws, regulations,
or rules, and furnish or cause to be furnished to Certificateholders the
schedules, statements or information at such times and in such manner as may
be required thereby; (b) within thirty days of the Closing Date, furnish or
cause to be furnished to the Internal Revenue Service, on Forms 8811 or as
otherwise may be required by the Code, the name, title, address, and telephone
number of the person that the Holders of the Certificates may


                                    -111-
<PAGE>

contact for tax information relating thereto, together with such additional
information as may be required by such Form, and update such information at
the time or times in the manner required by the Code for the Trust Fund; (c)
make or cause to be made elections, on behalf of each REMIC created hereunder
to be treated as a REMIC on the federal tax return of each such REMIC for its
first taxable year (and, if necessary, under applicable state law); (d)
prepare and forward, or cause to be prepared and forwarded, to the
Certificateholders and to the Internal Revenue Service and, if necessary,
state tax authorities, all information returns and reports as and when
required to be provided to them in accordance with the REMIC Provisions,
including without limitation, the calculation of any original issue discount
using the Prepayment Assumption; (e) provide information necessary for the
computation of tax imposed on the transfer of a Class A-R Certificate to a
Person that is not a Permitted Transferee, or an agent (including a broker,
nominee or other middleman) of a Non-Permitted Transferee, or a pass-through
entity in which a Non-Permitted Transferee is the record holder of an interest
(the reasonable cost of computing and furnishing such information may be
charged to the Person liable for such tax); (f) to the extent that they are
under its control conduct the affairs of the Trust Fund at all times that any
Certificates are outstanding so as to maintain the status of each REMIC
created hereunder as a REMIC under the REMIC Provisions; (g) not knowingly or
intentionally take any action or omit to take any action that would cause the
termination of the REMIC status of any REMIC created hereunder; (h) pay, from
the sources specified in the penultimate paragraph of this Section 8.11, the
amount of any federal, state and local taxes, including prohibited transaction
taxes as described below, imposed on any REMIC created hereunder prior to the
termination of the Trust Fund when and as the same shall be due and payable
(but such obligation shall not prevent the Trustee or any other appropriate
Person from contesting any such tax in appropriate proceedings and shall not
prevent the Trustee from withholding payment of such tax, if permitted by law,
pending the outcome of such proceedings); (i) sign or cause to be signed
federal, state or local income tax or information returns; (j) maintain
records relating to each REMIC created hereunder, including but not limited to
the income, expenses, assets and liabilities of each such REMIC, and the fair
market value and adjusted basis of the Trust Fund property determined at such
intervals as may be required by the Code, as may be necessary to prepare the
foregoing returns, schedules, statements or information; and (k) as and when
necessary and appropriate, represent the Trust Fund in any administrative or
judicial proceedings relating to an examination or audit by any governmental
taxing authority, request an administrative adjustment as to any taxable year
of any REMIC created hereunder, enter into settlement agreements with any
governmental taxing agency, extend any statute of limitations relating to any
tax item of the Trust Fund, and otherwise act on behalf of any REMIC created
hereunder in relation to any tax matter involving any such REMIC.

            In order to enable the Trustee to perform its duties as set forth
herein, the Depositor shall provide, or cause to be provided, to the Trustee
within 10 days after the Closing Date all information or data that the Trustee
requests in writing and determines to be relevant for tax purposes to the
valuations and offering prices of the Certificates, including, without
limitation, the price, yield, prepayment assumption and projected cash flows
of the Certificates and the Mortgage Loans (and, to the extent not part of the
aforementioned, the information referred to in paragraphs (i), (ii), (iii) and
(iv) of Section 4.05(d)). Thereafter, the Depositor shall provide to the
Trustee promptly upon written request therefor, any such additional
information or data that the Trustee may, from time to time, request in order
to enable the Trustee to perform its duties as set forth herein. The Depositor
hereby indemnifies the Trustee for any losses,


                                    -112-
<PAGE>

liabilities, damages, claims or expenses of the Trustee arising from any
errors or miscalculations of the Trustee that result from any failure of the
Depositor to provide, or to cause to be provided, accurate information or data
to the Trustee on a timely basis.

            In the event that any tax is imposed on "prohibited transactions"
of the Trust Fund as defined in Section 860F(a)(2) of the Code, on the "net
income from foreclosure property" of the Trust Fund as defined in Section
860G(c) of the Code, on any contribution to the Trust Fund after the startup
day pursuant to Section 860G(d) of the Code, or any other tax is imposed,
including, without limitation, any federal, state or local tax or minimum tax
imposed upon the Trust Fund pursuant to Sections 23153 and 24872 of the
California Revenue and Taxation Code if not paid as otherwise provided for
herein, such tax shall be paid by (i) the Trustee, if any such other tax
arises out of or results from a breach by the Trustee of any of its
obligations under this Agreement, (ii) (x) the Master Servicer, in the case of
any such minimum tax, and (y) any party hereto (other than the Trustee) to the
extent any such other tax arises out of or results from a breach by such other
party of any of its obligations under this Agreement or (iii) in all other
cases, or in the event that any liable party here fails to honor its
obligations under the preceding clauses (i) or (ii), any such tax will be paid
first with amounts otherwise to be distributed to the Class A-R
Certificateholders, and second with amounts otherwise to be distributed to all
other Certificateholders in the following order of priority: first to the
Class B-[1] Certificates, second, to the Class M-[2] Certificates, third, to
the Class M-[1] Certificates, and fourth, to the Class A-R Certificates and
the Class A Certificates (pro rata). Notwithstanding anything to the contrary
contained herein, to the extent that such tax is payable by the Class A-R
Certificates, the Trustee is hereby authorized to retain on any Distribution
Date, from the Holders of the Class A-R Certificates (and, if necessary,
second, from the Holders of the all other Certificates in the priority
specified in the preceding sentence), funds otherwise distributable to such
Holders in an amount sufficient to pay such tax. The Trustee agrees to
promptly notify in writing the party liable for any such tax of the amount
thereof and the due date for the payment thereof.

            [The Trustee shall treat the Carryover Reserve Fund as an outside
reserve fund within the meaning of Treasury Regulation 1.860G-2(h) that is
owned by the [Class C] Certificateholders, and that is not an asset of any
REMIC created under this Agreement. The Trustee shall treat the rights of the
Class A-[1], Class A-__, Class A-__, Class A-__, Class A-__, Class A-IO, Class
M-[1], Class M-[2] and Class B-[1] Certificateholders to receive payments from
the Carryover Reserve Fund as rights in an interest rate cap contract written
by the [Class C] Certificateholder in favor of the other Certificateholders.
Thus, each Certificate other than the [Class C] Certificate shall be treated
as representing ownership of not only Upper Tier REMIC Regular Interests, but
also ownership of an interest in an interest rate cap contract. For purposes
of determining the issue price of the Upper Tier REMIC Regular Interests, the
Trustee shall assume that the interest rate cap contract has a value of
$_______. As required under Treasury Regulation 1.860G-2(i), the Trustee shall
account for the rights of the Class A-[1], Class A-__, Class A-3, Class A-__,
Class A-__, Class A-IO, Class M-[1], Class M-[2] and Class B-[1]
Certificateholders to receive payments from the Carryover Reserve Fund as
property that the Trustee holds separate and apart from the Upper Tier REMIC
Regular Interests.]



                                    -113-
<PAGE>

            Section 8.12   Access to Records of the Trustee.

            The Trustee and any co-trustee shall afford the Seller, the
Depositor, the Master Servicer, the NIM Insurer and each Certificate Owner
upon reasonable notice during normal business hours access to all records
maintained by the Trustee or co-trustee in respect of its duties under this
Agreement and access to officers of the Trustee responsible for performing its
duties. Upon request, the Trustee or co-trustee shall furnish the Depositor,
the Master Servicer, the NIM Insurer and any requesting Certificate Owner with
its most recent financial statements. The Trustee shall cooperate fully with
the Seller, the Master Servicer, the Depositor, the NIM Insurer and the
Certificate Owner for review and copying any books, documents, or records
requested with respect to the Trustee's and co-trustee's respective duties
under this Agreement. The Seller, the Depositor, the Master Servicer and the
Certificate Owner shall not have any responsibility or liability for any
action for failure to act by the Trustee or co-trustee and are not obligated
to supervise the performance of the Trustee under this Agreement or otherwise.

            Section 8.13   Suits for Enforcement.

            If an Event of Default or other material default by the Master
Servicer or the Depositor under this Agreement occurs and is continuing, at
the direction of the Certificateholders holding not less than 51% of the
Voting Rights or the NIM Insurer, the Trustee shall proceed to protect and
enforce its rights and the rights of the Certificateholders or the NIM Insurer
under this Agreement by a suit, action, or proceeding in equity or at law or
otherwise, whether for the specific performance of any covenant or agreement
contained in this Agreement or in aid of the execution of any power granted in
this Agreement or for the enforcement of any other legal, equitable, or other
remedy, as the Trustee, being advised by counsel, and subject to the
foregoing, shall deem most effectual to protect and enforce any of the rights
of the Trustee, the NIM Insurer and the Certificateholders.




                                    -114-
<PAGE>

                                 ARTICLE IX.

                                  TERMINATION

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

            Subject to Section 9.03, the Trust Fund shall terminate and the
obligations and responsibilities of the Depositor, the Master Servicer, the
Seller and the Trustee created hereby shall terminate upon the earlier of (a)
the purchase by the Master Servicer or NIM Insurer (the party exercising such
purchase option, the "Terminator") of all of the Mortgage Loans (and REO
Properties) remaining in the Trust Fund at the price equal to the sum of (i)
100% of the Stated Principal Balance of each Mortgage Loan in the Trust Fund
(other than in respect of an REO Property), (ii) accrued interest thereon at
the applicable Mortgage Rate (or, if such repurchase is effected by the Master
Servicer, at the applicable Net Mortgage Rate), (iii) the appraised value of
any REO Property in the Trust Fund (up to the Stated Principal Balance of the
related Mortgage Loan), such appraisal to be conducted by an appraiser
mutually agreed upon by the Terminator and the Trustee and (iv) plus, if the
Terminator is the NIM Insurer, any unreimbursed Servicing Advances, and the
principal portion of any unreimbursed Advances, made on the Mortgage Loans
prior to the exercise of such repurchase and (b) the later of (i) the maturity
or other liquidation (or any Advance with respect thereto) of the last
Mortgage Loan remaining in the Trust Fund and the disposition of all REO
Property and (ii) the distribution to related Certificateholders of all
amounts required to be distributed to them pursuant to this Agreement, as
applicable. In no event shall the trusts created hereby continue beyond the
earlier of (i) the expiration of 21 years from the death of the last survivor
of the descendants of Joseph P. Kennedy, the late Ambassador of the United
States to the Court of St. James's, living on the date hereof and (ii) the
Latest Possible Maturity Date.

            The right to purchase all Mortgage Loans and REO Properties by the
Terminator pursuant to clause (a) of the immediately preceding paragraph shall
be conditioned upon (1) the Stated Principal Balance of the Mortgage Loans, at
the time of any such repurchase, aggregating [ten percent (10%)] or less of
the Cut-off Date Principal Balance of the Mortgage Loans, and (2) unless the
NIM Insurer otherwise consents, the purchase price for such Mortgage Loans and
REO Properties shall result in a final distribution on any NIM Insurer
guaranteed notes that is sufficient (x) to pay such notes in full and (y) to
pay any amounts due and payable to the NIM Insurer pursuant to the indenture
related to such notes.

            The NIM Insurer's right to purchase all Mortgage Loans and REO
Properties shall be further conditioned upon the written consent of the Master
Servicer.

            Section 9.02   Final Distribution on the Certificates.

            If on any Determination Date, (i) the Master Servicer determines
that there are no Outstanding Mortgage Loans and no other funds or assets in
the Trust Fund other than the funds in the Certificate Account, the Master
Servicer shall direct the Trustee to send a final distribution notice promptly
to each Certificateholder or (ii) the Trustee determines that a Class of
Certificates shall be retired after a final distribution on such Class, the
Trustee shall notify the


                                    -115-
<PAGE>

related Certificateholders within five (5) Business Days after such
Determination Date that the final distribution in retirement of such Class of
Certificates is scheduled to be made on the immediately following Distribution
Date. Any final distribution made pursuant to the immediately preceding
sentence will be made only upon presentation and surrender of the related
Certificates at the Corporate Trust Office of the Trustee. If the Terminator
elects to terminate the Trust Fund pursuant to clause (a) of Section 9.01, at
least 20 days prior to the date notice is to be mailed to the
Certificateholders, such electing party shall notify the Depositor and the
Trustee of the date such electing party intends to terminate the Trust Fund
and of the applicable repurchase price of the related Mortgage Loans and REO
Properties.

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

            In the event such notice is given, the Master Servicer shall cause
all funds in the Certificate Account to be remitted to the Trustee for deposit
in the Distribution Account on the Business Day prior to the applicable
Distribution Date in an amount equal to the final distribution in respect of
the related Certificates. Upon such final deposit and the receipt by the
Trustee of a Request for Release therefor, the Trustee shall promptly release
to the Master Servicer the Mortgage Files for the related Mortgage Loans.

            Upon presentation and surrender of the related Certificates, the
Trustee shall cause to be distributed to Certificateholders of each affected
Class the amounts allocable to such Certificates held in the Distribution
Account [(and, if applicable, the Carryover Reserve Fund)] in the order and
priority set forth in Section 4.04 hereof on the final Distribution Date and
in proportion to their respective Percentage Interests. Notwithstanding the
reduction of the Certificate Principal Balance of any Class of Certificates to
zero, such Class will be outstanding hereunder (solely for the purpose of
receiving distributions (if any) to which it may be entitled pursuant to the
terms of this Agreement and not for any other purpose) until the termination
of the respective obligations and responsibilities of the Depositor, each
Seller, the Master Servicer and the Trustee hereunder in accordance with
Article IX

            In the event that any affected Certificateholders shall not
surrender related Certificates for cancellation within six months after the
date specified in the above mentioned written notice, the Trustee shall give a
second written notice to the remaining Certificateholders to surrender their
related Certificates for cancellation and receive the final distribution with
respect thereto. If within six months after the second notice all the
applicable Certificates shall not have been surrendered for cancellation, the
Trustee may take appropriate steps, or may


                                    -116-
<PAGE>

appoint an agent to take appropriate steps, to contact the remaining
Certificateholders concerning surrender of their Certificates, and the cost
thereof shall be paid out of the funds and other assets that remain a part of
the Trust Fund. If within one year after the second notice all related
Certificates shall not have been surrendered for cancellation the Class A-R
Certificateholders shall be entitled to all unclaimed funds and other assets
that remain subject hereto.

            Section 9.03   Additional Termination Requirements.

            (a) In the event the Terminator exercises its purchase option on
the Mortgage Loans, the Trust Fund shall be terminated in accordance with the
following additional requirements, unless the Trustee has been supplied with
an Opinion of Counsel, at the expense of the Terminator, to the effect that
the failure of the Trust Fund to comply with the requirements of this Section
9.03 will not (i) result in the imposition of taxes on "prohibited
transactions" of a REMIC, or (ii) cause any REMIC created hereunder to fail to
qualify as a REMIC at any time that any Certificates are outstanding:

                    (1) The Master Servicer shall establish a 90-day
liquidation period and notify the Trustee thereof, which shall in turn specify
the first day of such period in a statement attached to the Trust Fund's final
Tax Return pursuant to Treasury Regulation Section 1.860F-1. The Master
Servicer shall prepare a plan of complete liquidation and shall otherwise
satisfy all the requirements of a qualified liquidation under Section 860F of
the Code and any regulations thereunder, as evidenced by an Opinion of Counsel
delivered to the Trustee and the Depositor obtained at the expense of the
Terminator;

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

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

            (b) By their acceptance of the Certificates, the Holders thereof
hereby authorize the Master Servicer to specify the 90-day liquidation period
for the Trust Fund, which authorization shall be binding upon all successor
Certificateholders. The Trustee shall attach a statement to the final federal
income tax return for each of any REMIC created hereunder stating that
pursuant to Treasury Regulation Section 1.860F-1, the first day of the 90-day
liquidation period for each the REMIC was the date on which the Trustee sold
the assets of the Trust Fund to the Terminator.

            (c) The Trustee as agent for each REMIC created hereunder hereby
agrees to adopt and sign such a plan of complete liquidation upon the written
request of the Master Servicer, and the receipt of the Opinion of Counsel
referred to in Section 9.03(a)(1), and together with the Holders of the Class
A-R Certificates agree to take such other action in connection therewith as
may be reasonably requested by the Terminator.



                                    -117-
<PAGE>

                                  ARTICLE X.

                           MISCELLANEOUS PROVISIONS

            Section 10.01  Amendment.

            This Agreement may be amended from time to time by the Depositor,
the Master Servicer, the Seller and the Trustee with the consent of the NIM
Insurer, without the consent of any of the Certificateholders to cure any
ambiguity, to correct or supplement any provisions herein, to conform this
Agreement to the Prospectus Supplement or the Prospectus or to make such other
provisions with respect to matters or questions arising under this Agreement,
as shall not be inconsistent with any other provisions herein if such action
shall not, as evidenced by an Opinion of Counsel, adversely affect in any
material respect the interests of any Certificateholder; provided that any
such amendment shall be deemed not to adversely affect in any material respect
the interests of the Certificateholders and no such Opinion of Counsel shall
be required if the Person requesting such amendment obtains a letter from each
Rating Agency stating that such amendment would not result in the downgrading
or withdrawal of the respective ratings then assigned to the Certificates, it
being understood and agreed that any such letter in and of itself will not
represent a determination as to the materiality of any such amendment and will
represent a determination only as to the credit issues affecting any such
rating. Any amendment described above, made solely to conform this Agreement
to the Prospectus or the Prospectus Supplement shall be deemed not to
adversely affect in any material respect the interests of the
Certificateholders. Notwithstanding the foregoing, no amendment that
significantly changes the permitted activities of the trust created by this
Agreement may be made without the consent of Certificateholders representing
not less than 51% of the Voting Rights of each Class of Certificates affected
by such amendment.

            The Trustee, the Depositor, the Master Servicer and the Seller
with the consent of the NIM Insurer may also at any time and from time to time
amend this Agreement, without the consent of the Certificateholders, to
modify, eliminate or add to any of its provisions to such extent as shall be
necessary or appropriate to maintain the qualification of the Trust Fund as a
REMIC under the Code or to avoid or minimize the risk of the imposition of any
tax on the Trust Fund pursuant to the Code that would be a claim against the
Trust Fund at any time prior to the final redemption of the Certificates,
provided that the Trustee have been provided an Opinion of Counsel, which
opinion shall be an expense of the party requesting such opinion but in any
case shall not be an expense of the Trustee, to the effect that such action is
necessary or appropriate to maintain such qualification or to avoid or
minimize the risk of the imposition of such a tax.

            This Agreement may also be amended from time to time by the
Depositor, the Master Servicer, the Seller and the Trustee with the consent of
the NIM Insurer and the Holders of each Class of Certificates affected thereby
evidencing not less than 51% of the Voting Rights of such Class for the
purpose of adding any provisions to or changing in any manner or eliminating
any of the provisions of this Agreement or of modifying in any manner the
rights of the Holders of Certificates; provided that no such amendment shall
(i) reduce in any manner the amount of, or delay the timing of, payments
required to be distributed on any Certificate without the consent of the
Holder of such Certificate, (ii) adversely affect in any material respect the
interests of the Holders of any Class of Certificates in a manner other than
as described in (i),


                                    -118-
<PAGE>

without the consent of the Holders of Certificates of such Class evidencing
66% or more of the Voting Rights of such Class or (iii) reduce the aforesaid
percentages of Certificates the Holders of which are required to consent to
any such amendment without the consent of the Holders of all such Certificates
then outstanding.

            Notwithstanding any contrary provision of this Agreement, Trustee
and the NIM Insurer shall not consent to any amendment to this Agreement
unless each shall have first received an Opinion of Counsel satisfactory to
the Trustee and the NIM Insurer, which opinion shall be an expense of the
party requesting such amendment but in any case shall not be an expense of the
Trustee or the NIM Insurer, to the effect that such amendment will not cause
the imposition of any tax on the Trust Fund or the Certificateholders or cause
any REMIC formed hereunder to fail to qualify as a REMIC at any time that any
Certificates are outstanding.

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

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

            Nothing in this Agreement shall require the Trustee to enter into
an amendment without receiving an Opinion of Counsel, reasonably satisfactory
to the Trustee and the NIM Insurer that (i) such amendment is permitted and is
not prohibited by this Agreement and that all requirements for amending this
Agreement have been complied with; and (ii) either (A) the amendment does not
adversely affect in any material respect the interests of any
Certificateholder or (B) the conclusion set forth in the immediately preceding
clause (A) is not required to be reached pursuant to this Section 10.01.

            Section 10.02  Recordation of Agreement; Counterparts.

            This Agreement is subject to recordation in all appropriate public
offices for real property records in all the counties or other comparable
jurisdictions in which any or all of the properties subject to the Mortgages
are situated, and in any other appropriate public recording office or
elsewhere, such recordation to be effected by the Master Servicer at its
expense.

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

            Section 10.03  Governing Law.

            THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED
BY THE SUBSTANTIVE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE
AND TO BE PERFORMED IN THE STATE


                                    -119-
<PAGE>

OF NEW YORK AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HERETO AND
THE CERTIFICATEHOLDERS SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

            Section 10.04  Intention of Parties.

            It is the express intent of the parties hereto that the conveyance
of the Mortgage Notes, Mortgages, assignments of Mortgages, title insurance
policies and any modifications, extensions and/or assumption agreements and
private mortgage insurance policies relating to the Mortgage Loans by the
Depositor to the Trustee be, and be construed as, an absolute sale thereof to
the Trustee. It is, further, not the intention of the parties that such
conveyance be deemed a pledge thereof by the Depositor to the Trustee.
However, in the event that, notwithstanding the intent of the parties, such
assets are held to be the property of the Depositor, or if for any other
reason this Agreement is held or deemed to create a security interest in such
assets, then (i) this Agreement shall be deemed to be a security agreement
(within the meaning of the Uniform Commercial Code of the State of New York)
with respect to all such assets and security interests and (ii) the conveyance
provided for in this Agreement shall be deemed to be an assignment and a grant
pursuant to the terms of this Agreement by the Depositor to the Trustee, for
the benefit of the Certificateholders, of a security interest in all of the
assets that constitute the Trust Fund, whether now owned or hereafter
acquired.

            The Depositor for the benefit of the Certificateholders and the
NIM Insurer shall, to the extent consistent with this Agreement, take such
actions as may be necessary to ensure that, if this Agreement were deemed to
create a security interest in the assets of the Trust Fund, such security
interest would be deemed to be a perfected security interest of first priority
under applicable law and will be maintained as such throughout the term of
this Agreement. The Depositor shall arrange for filing any Uniform Commercial
Code continuation statements in connection with any security interest granted
or assigned to the Trustee for the benefit of the Certificateholders.

            Section 10.05  Notices.

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

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

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

            (iii) The resignation or termination of the Master Servicer or the
     Trustee and the appointment of any successor;

            (iv) The repurchase or substitution of Mortgage Loans pursuant to
     Sections 2.02, 2.03, 2.04 and 3.12; and

            (v) The final payment to Certificateholders.



                                    -120-
<PAGE>

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

            (i) Each report to Certificateholders described in Section 4.05;

            (ii) Each annual statement as to compliance described in Section
     3.17; and

            (iii) Each annual independent public accountants' servicing report
     described in Section 3.18.

            (b) All directions, demands and notices hereunder shall be in
writing and shall be deemed to have been duly given when sent by facsimile
transmission, first class mail or delivered to (i) in the case of the
Depositor, CWHEQ, Inc., 4500 Park Granada, Calabasas, California 91302,
Attention: ______________, with a copy to the same address, Attention: Legal
Department; (ii) in the case of the Seller, [Countrywide Home Loans, Inc.,
4500 Park Granada, Calabasas, California 91302], Attention: _______________,
with a copy to the same address, Attention: Legal Department, or such other
address as may be hereafter furnished to the Depositor and the Trustee by the
Master Servicer in writing; (iii) in the case of the Master Servicer,
[Countrywide Home Loans Servicing LP, 400 Countrywide Way, Simi Valley,
California 93065], Attention: ____________ or such other address as may be
hereafter furnished to the Depositor and the Trustee by the Master Servicer in
writing; (iv) in the case of the Trustee, ________________, ________________,
Attention: _________________, CWHEQ, Series 200_-_, or such other address as
the Trustee may hereafter furnish to the Depositor or the Master Servicer; and
(v) in the case of the Rating Agencies, (x) _________________, Attention:
__________________________________ and (y) ___________________, Attention:
__________________________________. Notices to Certificateholders shall be
deemed given when mailed, first class postage prepaid, to their respective
addresses appearing in the Certificate Register.

            Section 10.06  Severability of Provisions.

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

            Section 10.07  Assignment.

            Notwithstanding anything to the contrary contained herein, except
as provided pursuant to Section 6.02, this Agreement may not be assigned by
the Master Servicer without the prior written consent of the Trustee and the
Depositor.

            Section 10.08  Limitation on Rights of Certificateholders.

            The death or incapacity of any Certificateholder shall not operate
to terminate this Agreement or the Trust Fund, nor entitle such
Certificateholder's legal representative or heirs to claim an accounting or to
take any action or commence any proceeding in any court for a petition


                                    -121-
<PAGE>

or winding up of the Trust Fund, or otherwise affect the rights, obligations
and liabilities of the parties hereto or any of them.

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

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

            Section 10.09  Inspection and Audit Rights.

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



                                    -122-
<PAGE>

            Section 10.10  Certificates Nonassessable and Fully Paid.

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

            Section 10.11  Rights of NIM Insurer.

            (a) The rights of the NIM Insurer under this Agreement shall exist
only so long as either:

            (i) the notes certain payments on which are guaranteed by the NIM
     Insurer remain outstanding or

            (ii) the NIM Insurer is owed amounts paid by it with respect to that
     guaranty.

            (b) The rights of the NIM Insurer under this Agreement are
exercisable by the NIM Insurer only so long as no default by the NIM Insurer
under its guaranty of certain payments under notes backed or secured by the
Class C or Class P Certificates has occurred and is continuing. If the NIM
Insurer is the subject of any insolvency proceeding, the rights of the NIM
Insurer under this Agreement will be exercisable by the NIM Insurer only so
long as:

            (i) the obligations of the NIM Insurer under its guaranty of notes
     backed or secured by the Class C or Class P Certificates have not been
     disavowed and

            (ii) the Seller and the Trustee have received reasonable assurances
     that the NIM Insurer will be able to satisfy its obligations under its
     guaranty of notes backed or secured by the Class C or Class P
     Certificates.

            (c) The NIM Insurer is a third party beneficiary of this Agreement
to the same extent as if it were a party to this Agreement and may enforce any
of those rights under this Agreement.

            (d) A copy of any documents of any nature required by this
Agreement to be delivered by the Trustee, or to the Trustee or the Rating
Agencies, shall in each case at the same time also be delivered to the NIM
Insurer. Any notices required to be given by the Trustee, or to the Trustee or
the Rating Agencies, shall in each case at the same time also be given to the
NIM Insurer. If the Trustee receives a notice or document that is required
hereunder to be delivered to the NIM Insurer, and if such notice or document
does not indicate that a copy thereof has been previously sent to the NIM
Insurer, the Trustee shall send the NIM Insurer a copy of such notice or
document. If such document is an Opinion of Counsel, the NIM Insurer shall be
an addressee thereof or such Opinion of Counsel shall contain language
permitting the NIM Insurer to rely thereon as if the NIM Insurer were an
addressee thereof.

            (e) Anything in this Agreement that is conditioned on not
resulting in the downgrading or withdrawal of the ratings then assigned to the
Certificates by the Rating


                                    -123-
<PAGE>

Agencies shall also be conditioned on not resulting in the downgrading or
withdrawal of the ratings then assigned by the Rating Agencies to the notes
backed or secured by the Class C or Class P Certificates (without giving
effect to any policy or guaranty provided by the NIM Insurer).



                                *      *      *




                                    -124-
<PAGE>

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

                                        CWHEQ, INC.,
                                          as Depositor


                                          By:___________________________________
                                             Name:    Celia Coulter
                                             Title:   Vice President


                                        [COUNTRYWIDE HOME LOANS, INC.,]
                                          as Seller


                                          By:___________________________________
                                             Name:
                                             Title:


                                        [COUNTRYWIDE HOME LOANS SERVICING LP,]
                                          as Master Servicer


                                          By:  [COUNTRYWIDE GP, INC.]


                                          By:___________________________________
                                             Name:
                                             Title:


                                        _________________________,
                                          not in its individual capacity,
                                          but solely as Trustee


                                          By:___________________________________
                                             Name:
                                             Title:

<PAGE>


                                        (solely with respect to its obligations
                                        under Section 4.01(c))


                                          By:___________________________________
                                             Name:
                                             Title:







<PAGE>

STATE OF [CALIFORNIA]     )
                          )        ss.:
COUNTY OF [LOS ANGELES]   )

            On this __th day of __________, 200_, before me, a notary public
in and for said State, appeared ________, personally known to me on the basis
of satisfactory evidence to be the ___________________ of [Countrywide Home
Loans, Inc.,] one of the corporations that executed the within instrument, and
also known to me to be the person who executed it on behalf of such
corporation and acknowledged to me that such corporation executed the within
instrument.

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


                                        ________________________________________
                                                     Notary Public


[Notarial Seal]



<PAGE>

STATE OF [CALIFORNIA]  )
                       )        ss.:
COUNTY OF[LOS ANGELES] )

            On this __th day of ___________, 200_, before me, a notary public
in and for said State, appeared ___________, personally known to me on the
basis of satisfactory evidence to be the __________________ of [Countrywide
GP, Inc., the parent company of Countrywide Home Loans Servicing LP], one of
the organizations that executed the within instrument, and also known to me to
be the person who executed it on behalf of such limited partnership and
acknowledged to me that such limited partnership executed the within
instrument.

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


                                        ________________________________________
                                                     Notary Public


[Notarial Seal]



<PAGE>

STATE OF CALIFORNIA    )
                       )        ss.:
COUNTY OF LOS ANGELES  )

            On this __th day of _____________, 200_, before me, a notary
public in and for said State, appeared __________, personally known to me on
the basis of satisfactory evidence to be the ____________________ of CWHEQ,
Inc., one of the corporations that executed the within instrument, and also
known to me to be the person who executed it on behalf of such corporation and
acknowledged to me that such corporation executed the within instrument.

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


                                        ________________________________________
                                                     Notary Public


[Notarial Seal]



<PAGE>

STATE OF ____________  )
                       )        ss.:
COUNTY OF ___________  )

            On this __th day of ____________, 200_, before me, a notary public
in and for said State, appeared _____________, personally known to me on the
basis of satisfactory evidence to be a _____________ of __________________, a
_______________________ that executed the within instrument, and also known to
me to be the person who executed it on behalf of such corporation, and
acknowledged to me that such corporation executed the within instrument.

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


                                        ________________________________________
                                                     Notary Public


[Notarial Seal]



<PAGE>
                                                                   Exhibit A-1
                                                                   through A-8

                         [Exhibits A-1 through A-8 are
                      photocopies of such Certificates as
                                  delivered.]

               [See appropriate documents delivered at closing.]



                                     A-1

<PAGE>

                                                                     Exhibit B

                           [Exhibit B is a photocopy
                         of the [Class P] Certificate
                                as delivered.]

               [See appropriate documents delivered at closing.]






                                     B-1

<PAGE>

                                                                     Exhibit C

                           [Exhibit C is a photocopy
                         of the [Class C] Certificate
                                as delivered.]

               [See appropriate documents delivered at closing.]




                                     C-1

<PAGE>

                                                                     Exhibit D

                           [Exhibit D is a photocopy
                         of the Class A-R Certificate
                                as delivered.]

               [See appropriate documents delivered at closing.]




                                     D-1

<PAGE>

                                                                     Exhibit E

                           [Exhibit E is a photocopy
                     of the Tax Matters Person Certificate
                                as delivered.]

               [See appropriate documents delivered at closing.]





                                     E-1

<PAGE>

                                                           Exhibit F-1 and F-2

             [Exhibit F-1 and F-2 are schedules of Mortgage Loans]

        [Delivered to Trustee at closing and on file with the Trustee.]






                                     F-1

<PAGE>


                                  EXHIBIT G-1

                   FORM OF INITIAL CERTIFICATION OF TRUSTEE

                                                     [Date]

[Depositor]

[Seller]

[Master Servicer]


          Re:  Pooling and Servicing Agreement dated as of ____________, 200_
               among CWHEQ, Inc., as Depositor, [Countrywide Home Loans,
               Inc.,] as Seller , [Countrywide Home Loans Servicing LP], as
               Master Servicer, and __________________, as Trustee, relating
               to the Asset-Backed Certificates, Series 200 -
               --------------------------------------------------------------

Ladies and Gentlemen:

     In accordance with Section 2.02 of the above-captioned Pooling and
Servicing Agreement, the undersigned, as Trustee, hereby certifies that, as to
each Mortgage Loan listed in the Mortgage Loan Schedule (other than any
Mortgage Loan paid in full or listed in the attached list of exceptions) the
Trustee has received:

     (i) the original Mortgage Note, endorsed by the Seller or the originator
of such Mortgage Loan, without recourse in the following form: "Pay to the
order of , without recourse", or, if the original Mortgage Note has been lost
or destroyed and not replaced, an original lost note affidavit from the
Seller, stating that the original Mortgage Note was lost or destroyed,
together with a copy of the related Mortgage Note; and

     (ii) a duly executed assignment of the Mortgage in the form permitted by
Section 2.01 of the Pooling and Servicing Agreement referred to above.

     Based on its review and examination and only as to the foregoing
documents, such documents appear regular on their face and related to such
Mortgage Loan.

     The Trustee has made no independent examination of any documents
contained in each Mortgage File beyond the review specifically required in the
above-referenced Pooling and Servicing Agreement. The Trustee makes no
representations as to: (i) the validity, legality, sufficiency, enforceability
or genuineness of any of the documents contained in each Mortgage File of any
of the Mortgage Loans identified on the Mortgage Loan Schedule or (ii) the
collectibility, insurability, effectiveness or suitability of any such
Mortgage Loan.



                                    G-1-1

<PAGE>

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

                                        __________________,
                                          as Trustee


                                        By:_____________________________________
                                           Name:
                                           Title:







                                    G-1-2

<PAGE>

                                  EXHIBIT G-2

                   FORM OF INTERIM CERTIFICATION OF TRUSTEE

                                                     [Date]

[Depositor]

[Seller]

[Master Servicer]


          Re:  Pooling and Servicing Agreement dated as of ____________, 200_
               among CWHEQ, Inc., as Depositor, [Countrywide Home Loans, Inc.,
               as Seller] [Countrywide Home Loans Servicing LP], as Master
               Servicer, and _________________, as Trustee, relating to the
               Asset-Backed Certificates, Series 200 -
               ---------------------------------------------------------------

Ladies and Gentlemen:

     In accordance with Section 2.02 of the above-captioned Pooling and
Servicing Agreement, the undersigned, as Trustee, hereby certifies that,
except as listed in the following paragraph, as to each Mortgage listed in the
Mortgage Loan Schedule (other than any Mortgage Loan paid in full or listed on
the attached list of exceptions) the Trustee has received:

     (i)  original Mortgage Note, endorsed by the Seller or the originator of
          such Mortgage Loan, without recourse in the following form: "Pay to
          the order of _______________ without recourse", with all intervening
          endorsements that show a complete chain of endorsement from the
          originator to the Seller, or, if the original Mortgage Note has been
          lost or destroyed and not replaced, an original lost note affidavit
          from the Seller, stating that the original Mortgage Note was lost or
          destroyed, together with a copy of the related Mortgage Note;

     (ii) the case of each Mortgage Loan that is not a MERS Mortgage Loan, the
          original recorded Mortgage, [and in the case of each Mortgage Loan
          that is a MERS Mortgage Loan, the original Mortgage, noting thereon
          the presence of the MIN of the Mortgage Loan and language indicating
          that the Mortgage Loan is a MOM Loan if the Mortgage Loan is a MOM
          Loan, with evidence of recording indicated thereon, or a copy of the
          Mortgage certified by the public recording office in which such
          Mortgage has been recorded];

     (iii) the case of each Mortgage Loan that is not a MERS Mortgage Loan, a
          duly executed assignment of the Mortgage to "_________________, a
          _____________________, as trustee under the Pooling and Servicing
          Agreement dated as of ____________, 200_, CWHEQ, Inc., Asset-Backed
          Certificates, Series 200_-__, without recourse", or, in the case of
          each Mortgage Loan with respect to property located in the State of
          California that is not a MERS Mortgage


                                    G-2-1

<PAGE>

          Loan, a duly executed assignment of the Mortgage in blank (each such
          assignment, when duly and validly completed, to be in recordable
          form and sufficient to effect the assignment of and transfer to the
          assignee thereof, under the Mortgage to which such assignment
          relates);

     (iv) original recorded assignment or assignments of the Mortgage together
          with all interim recorded assignments of such Mortgage [(noting the
          presence of a MIN in the case of each MERS Mortgage Loan)]; and

     (v)  the original or copies of each assumption, modification, written
          assurance or substitution agreement, if any, with evidence of
          recording thereon if recordation thereof is permissible under
          applicable law.

     In the event that in connection with any Mortgage Loan that is not a MERS
Mortgage Loan the Seller cannot deliver the original recorded Mortgage or all
interim recorded assignments of the Mortgage satisfying the requirements of
clause (ii), (iii) or (iv), as applicable, the Trustee has received, in lieu
thereof, a true and complete copy of such Mortgage and/or such assignment or
assignments of the Mortgage, as applicable, each certified by the Seller, the
applicable title company, escrow agent or attorney, or the originator of such
Mortgage Loan, as the case may be, to be a true and complete copy of the
original Mortgage or assignment of Mortgage submitted for recording.

     Based on its review and examination and only as to the foregoing
documents, (i) such documents appear regular on their face and related to such
Mortgage Loan, and (ii) the information set forth in items (i), (iv), (v),
(vi), (viii), (xi) and (xiv) of the definition of the "Mortgage Loan Schedule"
in Section 1.01 of the Pooling and Servicing Agreement accurately reflects
information set forth in the Mortgage File.

     The Trustee has made no independent examination of any documents
contained in each Mortgage File beyond the review specifically required in the
above-referenced Pooling and Servicing Agreement. The Trustee makes no
representations as to: (i) the validity, legality, sufficiency, enforceability
or genuineness of any of the documents contained in each Mortgage File of any
of the Mortgage Loans identified on the Mortgage Loan Schedule or (ii) the
collectibility, insurability, effectiveness or suitability of any such
Mortgage Loan.

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

                                        _________________,
                                          as Trustee


                                        By:_____________________________________
                                           Name:
                                           Title:




                                    G-2-2

<PAGE>

                                  EXHIBIT G-3

                     FORM OF DELAY DELIVERY CERTIFICATION

                                                   [Date]

[Depositor]

[Seller]

[Master Servicer]


          Re:  Pooling and Servicing Agreement dated as of ____________, 200_
               (the "Pooling and Servicing Agreement") among CWHEQ, Inc., as
               Depositor, [Countrywide Home Loans, Inc.], as Seller,
               [Countrywide Home Loans Servicing LP,] as Master Servicer, and
               _________________, as Trustee, relating to the Asset-Backed
               Certificates, Series 200 -
               --------------------------------------------------------------

Ladies and Gentlemen:

     [Reference is made to the Initial Certification of Trustee relating to
the above-referenced series, with the schedule of exceptions attached thereto,
delivered by the undersigned, as Trustee, on the Closing Date in accordance
with Section 2.02 of the above-captioned Pooling and Servicing Agreement.] The
undersigned hereby certifies that as to each Delay Delivery Mortgage Loan
listed on the Schedule A attached hereto (other than any Mortgage Loan paid in
full or listed on Schedule B attached hereto) the Trustee has received:

          (i) the original Mortgage Note, endorsed by the Seller or the
     originator of such Mortgage Loan, without recourse in the following form:
     "Pay to the order of _______________ without recourse", with all
     intervening endorsements that show a complete chain of endorsement from
     the originator to the Seller, or, if the original Mortgage Note has been
     lost or destroyed and not replaced, an original lost note affidavit from
     the Seller, stating that the original Mortgage Note was lost or
     destroyed, together with a copy of the related Mortgage Note;

          (ii) in the case of each Mortgage Loan that is not a MERS Mortgage
     Loan, a duly executed assignment of the Mortgage to "Asset-Backed
     Certificates, Series 200_-_, CWHEQ, Inc., by ____________________, a
     __________________________, as trustee under the Pooling and Servicing
     Agreement dated as of ____________, 200_, without recourse", or, in the
     case of each Mortgage Loan with respect to property located in the State
     of California that is not a MERS Mortgage Loan, a duly executed
     assignment of the Mortgage in blank (each such assignment, when duly and
     validly completed, to be in recordable form and sufficient to effect the
     assignment of and transfer to the assignee thereof, under the Mortgage to
     which such assignment relates).


                                    G-3-1

<PAGE>

     Based on its review and examination and only as to the foregoing
documents, such documents appear regular on their face and related to such
Mortgage Loan.

     The Trustee has made no independent examination of any documents
contained in each Mortgage File beyond the review specifically required in the
above-referenced Pooling and Servicing Agreement. The Trustee makes no
representations as to: (i) the validity, legality, sufficiency, enforceability
or genuineness of any of the documents contained in each Mortgage File of any
of the Mortgage Loans identified on the Mortgage Loan Schedule or (ii) the
collectibility, insurability, effectiveness or suitability of any such
Mortgage Loan.

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

                                        _______________________,
                                          as Trustee


                                        By:_____________________________________
                                           Name:
                                           Title:




                                    G-3-2

<PAGE>
                                   EXHIBIT H

                    FORM OF FINAL CERTIFICATION OF TRUSTEE

                                                    [Date]

[Depositor]

[Master Servicer]

[Seller]


Re:  Pooling and Servicing Agreement dated as of ____________,200_ among
     CWHEQ, Inc., as Depositor, [Countrywide Home Loans, Inc.], as Seller,
     [Countrywide Home Loans Servicing LP,] as Master Servicer, and
     _______________, as Trustee, relating to the Asset-Backed Certificates,
     Series 200 -
     -----------------------------------------------------------------------

Ladies and Gentlemen:

     In accordance with Section 2.02 of the above-captioned Pooling and
Servicing Agreement, the undersigned, as Trustee, hereby certifies that as to
each Mortgage Loan listed in the Mortgage Loan Schedule (other than any
Mortgage Loan paid in full or listed on the attached Document Exception
Report) the Trustee has received:

     (i) the original Mortgage Note, endorsed by the Seller or the originator
of such Mortgage Loan, without recourse in the following form: "Pay to the
order of _________________ without recourse", with all intervening
endorsements that show a complete chain of endorsement from the originator to
the Seller, or, if the original Mortgage Note has been lost or destroyed and
not replaced, an original lost note affidavit from the Seller, stating that
the original Mortgage Note was lost or destroyed, together with a copy of the
related Mortgage Note;

     (ii) in the case of each Mortgage Loan that is not a MERS Mortgage Loan,
the original recorded Mortgage, [and in the case of each Mortgage Loan that is
a MERS Mortgage Loan, the original Mortgage, noting thereon the presence of
the MIN of the Mortgage Loan and language indicating that the Mortgage Loan is
a MOM Loan if the Mortgage Loan is a MOM Loan, with evidence of recording
indicated thereon, or a copy of the Mortgage certified by the public recording
office in which such Mortgage has been recorded];

     (iii) in the case of each Mortgage Loan that is not a MERS Mortgage Loan,
a duly executed assignment of the Mortgage to "Asset-Backed Certificates,
Series 200_-_, CWHEQ, Inc., by ________________, a ________________________,
as trustee under the Pooling and Servicing Agreement dated as of ____________,
200_, without recourse", or, in the case of each Mortgage Loan with respect to
property located in the State of California that is not a MERS Mortgage Loan,
a duly executed assignment of the Mortgage in blank (each such assignment,
when duly and validly completed, to be in recordable form and sufficient to
effect the assignment of and transfer to the assignee thereof, under the
Mortgage to which such assignment relates);


                                     H-1

<PAGE>

     (iv) the original recorded assignment or assignments of the Mortgage
together with all interim recorded assignments of such Mortgage [(noting the
presence of a MIN in the case of each MERS Mortgage Loan)];

     (v) the original or copies of each assumption, modification, written
assurance or substitution agreement, if any, with evidence of recording
thereon if recordation thereof is permissible under applicable law; and

     (vi) the original or duplicate original lender's title policy or a
printout of the electronic equivalent and all riders thereto or any one of an
original title binder, an original preliminary title report or an original
title commitment, or a copy thereof certified by the title company.

     If the public recording office in which a Mortgage or assignment thereof
is recorded has retained the original of such Mortgage or assignment, the
Trustee has received, in lieu thereof, a copy of the original Mortgage or
assignment so retained, with evidence of recording thereon, certified to be
true and complete by such recording office.

     Based on its review and examination and only as to the foregoing
documents, (i) such documents appear regular on their face and related to such
Mortgage Loan, and (ii) the information set forth in items (i), (iv), (v),
(vi), (viii), (xiii) and (xiv) of the definition of the "Mortgage Loan
Schedule" in Section 1.01 of the Pooling and Servicing Agreement accurately
reflects information set forth in the Mortgage File.

     The Trustee has made no independent examination of any documents
contained in each Mortgage File beyond the review specifically required in the
above-referenced Pooling and Servicing Agreement. The Trustee makes no
representations as to: (i) the validity, legality, sufficiency, enforceability
or genuineness of any of the documents contained in each Mortgage File of any
of the Mortgage Loans identified on the Mortgage Loan Schedule or (ii) the
collectibility, insurability, effectiveness or suitability of any such
Mortgage Loan.




                                     H-2
<PAGE>

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

                                        _____________________,
                                          as Trustee


                                        By:_____________________________________
                                           Name:
                                           Title:









                                     H-3
<PAGE>


                                   EXHIBIT I

                              TRANSFER AFFIDAVIT

STATE OF                 )
                         )        ss.:
COUNTY OF                )

     The undersigned, being first duly sworn, deposes and says as follows:

     1. The undersigned is an officer of _______________, the proposed
Transferee of an Ownership Interest in a Class A-R Certificate (the
"Certificate") issued pursuant to the Pooling and Servicing Agreement, dated
as of ____________, 200_(the "Agreement"), by and among CWHEQ, Inc., as
depositor (the "Depositor"), [Countrywide Home Loans, Inc.], as Seller,
[Countrywide Home Loans Servicing LP], as Master Servicer, and
___________________, as Trustee. Capitalized terms used, but not defined
herein or in Exhibit 1 hereto, shall have the meanings ascribed to such terms
in this Agreement. The Transferee has authorized the undersigned to make this
affidavit on behalf of the Transferee.

     2. The Transferee is not an employee benefit plan that is subject to
Title I of ERISA or to Section 4975 of the Internal Revenue Code of 1986, nor
is it acting on behalf of or with plan assets of any such plan. The Transferee
is, as of the date hereof, and will be, as of the date of the Transfer, a
Permitted Transferee. The Transferee is acquiring its Ownership Interest in
the Certificate for its own account.

     3. The Transferee has been advised of, and understands that (i) a tax
will be imposed on Transfers of the Certificate to Persons that are not
Permitted Transferees; (ii) such tax will be imposed on the transferor, or, if
such Transfer is through an agent (which includes a broker, nominee or
middleman) for a Person that is not a Permitted Transferee, on the agent; and
(iii) the Person otherwise liable for the tax shall be relieved of liability
for the tax if the subsequent Transferee furnished to such Person an affidavit
that such subsequent Transferee is a Permitted Transferee and, at the time of
Transfer, such Person does not have actual knowledge that the affidavit is
false.

     4. The Transferee has been advised of, and understands that a tax will be
imposed on a "pass-through entity" holding the Certificate if at any time
during the taxable year of the pass-through entity a Person that is not a
Permitted Transferee is the record holder of an interest in such entity. The
Transferee understands that such tax will not be imposed for any period with
respect to which the record holder furnishes to the pass-through entity an
affidavit that such record holder is a Permitted Transferee and the
pass-through entity does not have actual knowledge that such affidavit is
false. (For this purpose, a "pass-through entity" includes a regulated
investment company, a real estate investment trust or common trust fund, a
partnership, trust or estate, and certain cooperatives and, except as may be
provided in Treasury Regulations, persons holding interests in pass-through
entities as a nominee for another Person.)

     5. The Transferee has reviewed the provisions of Section 5.02(c) of this
Agreement (attached hereto as Exhibit 2 and incorporated herein by reference)
and understands the legal


                                     I-1
<PAGE>

consequences of the acquisition of an Ownership Interest in the Certificate
including, without limitation, the restrictions on subsequent Transfers and
the provisions regarding voiding the Transfer and mandatory sales. The
Transferee expressly agrees to be bound by and to abide by the provisions of
Section 5.02(c) of this Agreement and the restrictions noted on the face of
the Certificate. The Transferee understands and agrees that any breach of any
of the representations included herein shall render the Transfer to the
Transferee contemplated hereby null and void.

     6. The Transferee agrees to require a Transfer Affidavit from any Person
to whom the Transferee attempts to Transfer its Ownership Interest in the
Certificate, and in connection with any Transfer by a Person for whom the
Transferee is acting as nominee, trustee or agent, and the Transferee will not
Transfer its Ownership Interest or cause any Ownership Interest to be
Transferred to any Person that the Transferee knows is not a Permitted
Transferee. In connection with any such Transfer by the Transferee, the
Transferee agrees to deliver to the Trustee a certificate substantially in the
form set forth as Exhibit J-1 to this Agreement (a "Transferor Certificate")
to the effect that such Transferee has no actual knowledge that the Person to
which the Transfer is to be made is not a Permitted Transferee.

     7. The Transferee does not have the intention to impede the assessment or
collection of any tax legally required to be paid with respect to the Class
A-R Certificates.

     8. The Transferee's taxpayer identification number is _____.

     9. The Transferee is a U.S. Person as defined in Code Section
7701(a)(30).

     10. The Transferee is aware that the Class A-R Certificates may be
"noneconomic residual interests" within the meaning of proposed Treasury
regulations promulgated pursuant to the Code and that the transferor of a
noneconomic residual interest will remain liable for any taxes due with
respect to the income on such residual interest, unless no significant purpose
of the transfer was to impede the assessment or collection of tax. In
addition, as the holder of a noneconomic residual interest, the Transferee may
incur tax liabilities in excess of any cash flows generated by the interest
and the Transferee hereby represents that it intends to pay taxes associated
with holding the residual interest as they become due.

     11. The Transferee has provided financial statements or other financial
information requested by the Transferor in connection with the transfer of the
Class A-R Certificates to permit the Transferor to assess the financial
capability of the Transferee to pay such taxes.

                                *      *      *




                                     I-2
<PAGE>

     IN WITNESS WHEREOF, the Transferee has caused this instrument to be
executed on its behalf, pursuant to authority of its Board of Directors, by
its duly authorized officer and its corporate seal to be hereunto affixed,
duly attested, this ____ day of _____________, 20__.

                                        [NAME OF TRANSFEREE]


                                        By:_____________________________________
                                           Name:
                                           Title:


[Corporate Seal]

ATTEST:

____________________________
[Assistant] Secretary

     Personally appeared before me the above-named _____________, known or
proved to me to be the same person who executed the foregoing instrument and
to be the ____________ of the Transferee, and acknowledged that he executed
the same as his free act and deed and the free act and deed of the Transferee.

     Subscribed and sworn before me this ____ day of _______, 20__.




                                        ________________________________________
                                                      NOTARY PUBLIC

                                        My Commission expires the ___ day of
                                        _________________, 20__.





                                     I-3
<PAGE>

                                                                     EXHIBIT 1


                              Certain Definitions

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

     "Permitted Transferee": Any person other than (i) the United States, any
State or political subdivision thereof, or any agency or instrumentality of
any of the foregoing, (ii) a foreign government, International Organization or
any agency or instrumentality of either of the foregoing, (iii) an
organization (except certain farmers' cooperatives described in section 521 of
the Code) that is exempt from tax imposed by Chapter 1 of the Code (including
the tax imposed by section 511 of the Code on unrelated business taxable
income) on any excess inclusions (as defined in section 860E(c)(1) of the
Code) with respect to any Class A-R Certificate, (iv) rural electric and
telephone cooperatives described in section 1381(a)(2)(C) of the Code, (v) an
"electing large partnership" as defined in Section 775 of the Code, (vi) a
Person that is not a citizen or resident of the United States, a corporation,
partnership, or other entity (treated as a corporation or a partnership for
federal income tax purposes) created or organized in or under the laws of the
United States, any state thereof or the District of Columbia, or an estate
whose income from sources without the United States is includible in gross
income for United States federal income tax purposes regardless of its
connection with the conduct of a trade or business within the United States,
or a trust if a court within the United States is able to exercise primary
supervision over the administration of the trust and one or more United States
persons have authority to control all substantial decisions of the trustor
unless such Person has furnished the transferor and the Trustee with a duly
completed Internal Revenue Service Form 4224, and (vii) any other Person so
designated by the Trustee based upon an Opinion of Counsel that the Transfer
of an Ownership Interest in a Class A-R Certificate to such Person may cause
the Trust Fund to fail to qualify as a REMIC at any time that certain
Certificates are Outstanding. The terms "United States," "State" and
"International Organization" shall have the meanings set forth in section 7701
of the Code or successor provisions. A corporation will not be treated as an
instrumentality of the United States or of any State or political subdivision
thereof for these purposes if all of its activities are subject to tax and,
with the exception of the Federal Home Loan Mortgage Corporation, a majority
of its board of directors is not selected by such government unit.

     "Person": Any individual, corporation, limited liability company,
partnership, joint venture, bank, joint stock company, trust (including any
beneficiary thereof), unincorporated organization or government or any agency
or political subdivision thereof.

     "Transfer": Any direct or indirect transfer or sale of any Ownership
Interest in a Certificate, including the acquisition of a Certificate by the
Depositor.

     "Transferee": Any Person who is acquiring by Transfer any Ownership
Interest in a Certificate.



<PAGE>

                                                                     EXHIBIT 2


                       Section 5.02(c) of this Agreement

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

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

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

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

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


<PAGE>

     after either such time. Any such payments so recovered by the Trustee
     shall be paid and delivered by the Trustee to the last preceding
     Permitted Transferee of such Certificate.

          (v) The Master Servicer shall use its best efforts to make
     available, upon receipt of written request from the Trustee, all
     information necessary to compute any tax imposed under Section 860E(e) of
     the Code as a result of a Transfer of an Ownership Interest in a Class
     A-R Certificate to any Holder who is not a Permitted Transferee.

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





                                     -2-

<PAGE>

                                  EXHIBIT J-1

                      FORM OF TRANSFEROR CERTIFICATE FOR
                            CLASS A-R CERTIFICATES

                                                   Date:

CWHEQ, Inc.,
   as Depositor
4500 Park Granada
Calabasas, California 91302


          Re:   CWHEQ, Inc. Asset-Backed
                Certificates, Series 200 -
                ---------------------------------

Ladies and Gentlemen:

           In connection with our disposition of the Class A-R Certificates, we
certify that we have no knowledge that the Transferee is not a Permitted
Transferee. All capitalized terms used herein but not defined herein shall
have the meanings assigned to them in the Pooling and Servicing Agreement
dated as of ____________, 200_, among CWHEQ, Inc., as Depositor, [Countrywide
Home Loans, Inc.], as Seller, [Countrywide Home Loans Servicing LP], as Master
Servicer, and ________________, as Trustee and relating to the above-captioned
certificates.

                                        Very truly yours,


                                        ______________________________________
                                        Name of Transferor


                                        By:___________________________________
                                           Name:
                                           Title:





                                    J-1-1

<PAGE>

                                  EXHIBIT J-2

                      FORM OF TRANSFEROR CERTIFICATE FOR
                             PRIVATE CERTIFICATES

                                                   Date:

CWHEQ, Inc.,
         as Depositor
4500 Park Granada
Calabasas, California 91302

________________,
  as Trustee
_________________
_________________


          Re:   CWHEQ, Inc. Asset-Backed Certificates,
                Series 200_-_, Class [   ]


Ladies and Gentlemen:

          In connection with our disposition of the above-captioned Certificates
we certify that (a) we understand that the Certificates have not been
registered under the Securities Act of 1933, as amended (the "Act"), and are
being disposed by us in a transaction that is exempt from the registration
requirements of the Act, (b) we have not offered or sold any Certificates to,
or solicited offers to buy any Certificates from, any person, or otherwise
approached or negotiated with any person with respect thereto, in a manner
that would be deemed, or taken any other action which would result in, a
violation of Section 5 of the Act. All capitalized terms used herein but not
defined herein shall have the meanings assigned to them in the Pooling and
Servicing Agreement dated as of ____________,200_, among CWHEQ, Inc., as
Depositor, [Countrywide Home Loans, Inc.], as Seller, [Countrywide Home Loans
Servicing LP], as Master Servicer and _______________, as Trustee and relating
to the above-captioned certificates.

                                        Very truly yours,


                                        _____________________________________
                                        Name of Transferor


                                        By:__________________________________
                                           Name:
                                           Title:





                                    J-2-1


<PAGE>

                                   EXHIBIT K


                   FORM OF INVESTMENT LETTER (NON-RULE 144A)

                                                  Date:

CWHEQ, Inc.,
    as Depositor
4500 Park Granada
Calabasas, California 91302

__________________,
    as Trustee
___________________
___________________


             Re:   CWHEQ, Inc. Asset-Backed Certificates,
                   Series 200_-_, Class [   ]


Ladies and Gentlemen:

          In connection with our acquisition of the above-captioned Certificates
we certify that (a) we understand that the Certificates are not being
registered under the Securities Act of 1933, as amended (the "Act"), or any
state securities laws and are being transferred to us in a transaction that is
exempt from the registration requirements of the Act and any such laws, (b) we
are an "accredited investor," as defined in Regulation D under the Act, and
have such knowledge and experience in financial and business matters that we
are capable of evaluating the merits and risks of investments in the
Certificates, (c) we have had the opportunity to ask questions of and receive
answers from the Depositor concerning the purchase of the Certificates and all
matters relating thereto or any additional information deemed necessary to our
decision to purchase the Certificates, (d) either (i) we are not an employee
benefit plan that is subject to the Employee Retirement Income Security Act of
1974, as amended, or a plan or arrangement that is subject to Section 4975 of
the Internal Revenue Code of 1986, as amended, nor are we acting on behalf of
any such plan or arrangement, nor are we using the assets of any such plan or
arrangement to effect such acquisition or (ii) if the Certificates have been
the subject of an ERISA-Qualifying Underwriting and we are an insurance
company, we are an insurance company which is purchasing such Certificates
with funds contained in an "insurance company general account" (as such term
is defined in Section V(e) of Prohibited Transaction Class Exemption 95-60
("PTCE 95-60")) and that the purchase and holding of such Certificates are
covered under Sections I and III of PTCE 95-60, (e) we are acquiring the
Certificates for investment for our own account and not with a view to any
distribution of such Certificates (but without prejudice to our right at all
times to sell or otherwise dispose of the Certificates in accordance with
clause (g) below), (f) we have not offered or sold any Certificates to, or
solicited offers to buy any Certificates from, any person, or otherwise
approached or negotiated with any person with respect thereto, or taken any
other action which would result in a violation of


                                     K-1
<PAGE>

Section 5 of the Act, and (g) we will not sell, transfer or otherwise dispose
of any Certificates unless (1) such sale, transfer or other disposition is
made pursuant to an effective registration statement under the Act or is
exempt from such registration requirements, and if requested, we will at our
expense provide an opinion of counsel satisfactory to the addressees of this
Certificate that such sale, transfer or other disposition may be made pursuant
to an exemption from the Act, (2) the purchaser or transferee of such
Certificate has executed and delivered to you a certificate to substantially
the same effect as this certificate, and (3) the purchaser or transferee has
otherwise complied with any conditions for transfer set forth in the Pooling
and Servicing Agreement.

           All capitalized terms used herein but not defined herein shall have
the meanings assigned to them in the Pooling and Servicing Agreement dated as
of ____________, 200_, among CWHEQ, Inc., as Depositor, [Countrywide Home
Loans, Inc.], as Seller, [Countrywide Home Loans Servicing LP], as Master
Servicer, and ________________, as Trustee and relating to the above-captioned
certificates.

                                        Very truly yours,

                                        _____________________________________
                                        Name of Transferee

                                        By:_____________________________________
                                         Authorized Officer


                                     K-2

<PAGE>

                                  EXHIBIT L-1


                           FORM OF RULE 144A LETTER

                                                  Date:

CWHEQ, Inc.,
    as Depositor
4500 Park Granada
Calabasas, California 91302

___________________,
    as Trustee
____________________
____________________


            Re:    CWHEQ, Inc. Asset-Backed Certificates,
                   Series 200 - , Class [   ]
                   --------------------------------------

Ladies and Gentlemen:

           In connection with our acquisition of the above-captioned
Certificates we certify that (a) we understand that the Certificates are not
being registered under the Securities Act of 1933, as amended (the "Act"), or
any state securities laws and are being transferred to us in a transaction
that is exempt from the registration requirements of the Act and any such
laws, (b) we have such knowledge and experience in financial and business
matters that we are capable of evaluating the merits and risks of investments
in the Certificates, (c) we have had the opportunity to ask questions of and
receive answers from the Depositor concerning the purchase of the Certificates
and all matters relating thereto or any additional information deemed
necessary to our decision to purchase the Certificates, (d) either (i) we are
not an employee benefit plan that is subject to the Employee Retirement Income
Security Act of 1974, as amended, or a plan or arrangement that is subject to
Section 4975 of the Internal Revenue Code of 1986, as amended, nor are we
acting on behalf of any such plan or arrangement, nor are we using the assets
of any such plan or arrangement to effect such acquisition or (ii) if the
Certificates have been the subject of an ERISA-Qualifying Underwriting and we
are an insurance company, we are an insurance company which is purchasing such
Certificates with funds contained in an "insurance company general account"
(as such term is defined in Section V(e) of Prohibited Transaction Class
Exemption 95-60 ("PTCE 95-60")) and the purchase and holding of such
Certificates are covered under Sections I and III of PTCE 95-60, (e) we have
not, nor has anyone acting on our behalf offered, transferred, pledged, sold
or otherwise disposed of the Certificates, any interest in the Certificates or
any other similar security to, or solicited any offer to buy or accept a
transfer, pledge or other disposition of the Certificates, any interest in the
Certificates or any other similar security from, or otherwise approached or
negotiated with respect to the Certificates, any interest in the Certificates
or any other similar security with, any person in any manner, or made any
general solicitation by means of general advertising or in any other manner,
or taken any other


                                    L-1-1
<PAGE>

action, that would constitute a distribution of the Certificates under the
Securities Act or that would render the disposition of the Certificates a
violation of Section 5 of the Securities Act or require registration pursuant
thereto, nor will act, nor has authorized or will authorize any person to act,
in such manner with respect to the Certificates, (f) we are a "qualified
institutional buyer" as that term is defined in Rule 144A under the Securities
Act and have completed either of the forms of certification to that effect
attached hereto as Annex 1 or Annex 2. We are aware that the sale to us is
being made in reliance on Rule 144A. We are acquiring the Certificates for our
own account or for resale pursuant to Rule 144A and further, understand that
such Certificates may be resold, pledged or transferred only (i) to a person
reasonably believed to be a qualified institutional buyer that purchases for
its own account or for the account of a qualified institutional buyer to whom
notice is given that the resale, pledge or transfer is being made in reliance
on Rule 144A, or (ii) pursuant to another exemption from registration under
the Securities Act.

           All capitalized terms used herein but not defined herein shall have
the meanings assigned to them in the Pooling and Servicing Agreement dated as
of ____________, 200_, among CWHEQ, Inc., as Depositor, [Countrywide Home
Loans, Inc.], as Seller, [Countrywide Home Loans Servicing] LP, as Master
Servicer, and ____________________, as Trustee and relating to the
above-captioned certificates.

                                        Very truly yours,

                                        _____________________________________
                                        Name of Transferee

                                        By: _________________________________
                                            Authorized Officer





                                    L-1-2
<PAGE>

                           ANNEX 1 TO EXHIBIT L-1

           QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

         [For Transferees Other Than Registered Investment Companies]

The undersigned (the "Buyer") hereby certifies as follows to the parties
listed in the Rule 144A Transferee Certificate to which this certification
relates with respect to the Certificates described therein:

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

     In connection with purchases by the Buyer, the Buyer is a "qualified
          institutional buyer" as that term is defined in Rule 144A under the
          Securities Act of 1933, as amended ("Rule 144A") because (i) the
          Buyer owned and/or invested on a discretionary basis either at least
          $100,000 in securities or, if Buyer is a dealer, Buyer must own
          and/or invest on a discretionary basis at least $10,000,000 in
          securities (except for the excluded securities referred to below) as
          of the end of the Buyer's most recent fiscal year (such amount being
          calculated in accordance with Rule 144A) and (ii) the Buyer
          satisfies the criteria in the category marked below.

          ___  Corporation, etc. The Buyer is a corporation (other than a
               bank, savings and loan association or similar institution),
               Massachusetts or similar business trust, partnership, or
               charitable organization described in Section 501(c)(3) of the
               Internal Revenue Code of 1986, as amended.

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

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

          ___  Broker-dealer. The Buyer is a dealer registered pursuant to
               Section 15 of the Securities Exchange Act of 1934.

          ___  Insurance Company. The Buyer is an insurance company whose
               primary and predominant business activity is the writing of
               insurance or the reinsuring of


                                    L-1-3
<PAGE>

               risks underwritten by insurance companies and which is subject
               to supervision by the insurance commissioner or a similar
               official or agency of a State, territory or the District of
               Columbia.

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

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

          ___  Investment Advisor. The Buyer is an investment advisor
               registered under the Investment Advisors Act of 1940.

          ___  Small Business Investment Company. Buyer is a small business
               investment company licensed by the U.S. Small Business
               Administration under Section 301(c) or (d) of the Small
               Business Investment Act of 1958.

          ___  Business Development Company. Buyer is a business development
               company as defined in Section 202(a)(22) of the Investment
               Advisors Act of 1940.

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

     For purposes of determining the aggregate amount of securities owned
          and/or invested on a discretionary basis by the Buyer, the Buyer
          used the cost of such securities to the Buyer and did not include
          any of the securities referred to in the preceding paragraph, except
          (i) where the Buyer reports its securities holdings in its financial
          statements on the basis of their market value, and (ii) no current
          information with respect to the cost of those securities has been
          published. If clause (ii) in the preceding sentence applies, the
          securities may be valued at market. Further, in determining such
          aggregate amount, the Buyer may have included securities owned by
          subsidiaries of the Buyer, but only if such subsidiaries are
          consolidated with the Buyer in its financial statements prepared in
          accordance with generally accepted accounting principles and if the
          investments of such subsidiaries are managed under the Buyer's
          direction. However, such securities were not included if the Buyer
          is a majority-owned, consolidated subsidiary of another enterprise
          and the Buyer is not itself a reporting company under the Securities
          Exchange Act of 1934, as amended.

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



                                    L-1-4
<PAGE>

     Until the date of purchase of the Rule 144A Securities, the Buyer will
          notify each of the parties to which this certification is made of
          any changes in the information and conclusions herein. Until such
          notice is given, the Buyer's purchase of the Certificates will
          constitute a reaffirmation of this certification as of the date of
          such purchase. In addition, if the Buyer is a bank or savings and
          loan is provided above, the Buyer agrees that it will furnish to
          such parties updated annual financial statements promptly after they
          become available.

                                        ____________________________________
                                                Print Name of Buyer


                                        By:________________________
                                           Name:
                                           Title:


                                        Date:_______________



                                    L-1-5
<PAGE>

                                                        ANNEX 2 TO EXHIBIT L-1
                                                        ----------------------

           QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

          [For Transferees That are Registered Investment Companies]

The undersigned (the "Buyer") hereby certifies as follows to the parties
listed in the Rule 144A Transferee Certificate to which this certification
relates with respect to the Certificates described therein:

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

     In connection with purchases by Buyer, the Buyer is a "qualified
          institutional buyer" as defined in SEC Rule 144A because (i) the
          Buyer is an investment company registered under the Investment
          Company Act of 1940, as amended and (ii) as marked below, the Buyer
          alone, or the Buyer's Family of Investment Companies, owned at least
          $100,000,000 in securities (other than the excluded securities
          referred to below) as of the end of the Buyer's most recent fiscal
          year. For purposes of determining the amount of securities owned by
          the Buyer or the Buyer's Family of Investment Companies, the cost of
          such securities was used, except (i) where the Buyer or the Buyer's
          Family of Investment Companies reports its securities holdings in
          its financial statements on the basis of their market value, and
          (ii) no current information with respect to the cost of those
          securities has been published. If clause (ii) in the preceding
          sentence applies, the securities may be valued at market.

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

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

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

     The term "securities" as used herein does not include (i) securities of
          issuers that are affiliated with the Buyer or are part of the
          Buyer's Family of Investment Companies, (ii) securities issued or
          guaranteed by the U.S. or any instrumentality thereof, (iii) bank
          deposit notes and certificates of deposit, (iv) loan participations,
          (v) repurchase


                                    L-1-6
<PAGE>

          agreements, (vi) securities owned but subject to a repurchase
          agreement and (vii) currency, interest rate and commodity swaps.

     The Buyer is familiar with Rule 144A and under-stands that the parties
         listed in the Rule 144A Transferee Certificate to which this
         certification relates are relying and will continue to rely on the
         statements made herein because one or more sales to the Buyer will be
         in reliance on Rule 144A. In addition, the Buyer will only purchase
         for the Buyer's own account.

     Until the date of purchase of the Certificates, the undersigned will
         notify the parties listed in the Rule 144A Transferee Certificate to
         which this certification relates of any changes in the information
         and conclusions herein. Until such notice is given, the Buyer's
         purchase of the Certificates will constitute a reaffirmation of this
         certification by the undersigned as of the date of such purchase.

                                        _______________________________________
                                             Print Name of Buyer or Adviser


                                        By:_____________________________________
                                           Name:
                                           Title:


                                        IF AN ADVISER:



                                        ________________________________________
                                                  Print Name of Buyer


                                        Date:_______________________





                                    L-1-7
<PAGE>

                                  EXHIBIT L-2


                    FORM OF RULE 144A LETTER (NIM TRUSTEE)

                                                  Date:

CWHEQ, Inc.,
    as Depositor
4500 Park Granada
Calabasas, California 91302

_____________________,
     as Trustee
______________________
______________________


              Re:   CWHEQ, Inc. Asset-Backed Certificates,
                    Series 200 - , Class [   ]
                    --------------------------------------

Ladies and Gentlemen:

           In connection with our acquisition of the above-captioned
Certificates we certify that (a) we understand that the Certificates are not
being registered under the Securities Act of 1933, as amended (the "Act"), or
any state securities laws and are being transferred to us in a transaction
that is exempt from the registration requirements of the Act and any such
laws, (b) either (i) we are not an employee benefit plan that is subject to
the Employee Retirement Income Security Act of 1974, as amended, or a plan or
arrangement that is subject to Section 4975 of the Internal Revenue Code of
1986, as amended, nor are we acting on behalf of any such plan or arrangement,
nor are we using the assets of any such plan or arrangement to effect such
acquisition or (ii) if the Certificates have been the subject of an
ERISA-Qualifying Underwriting and we are an insurance company, we are an
insurance company which is purchasing such Certificates with funds contained
in an "insurance company general account" (as such term is defined in Section
V(e) of Prohibited Transaction Class Exemption 95-60 ("PTCE 95-60")) and the
purchase and holding of such Certificates are covered under Sections I and III
of PTCE 95-60, (c) we have not, nor has anyone acting on our behalf offered,
transferred, pledged, sold or otherwise disposed of the Certificates, any
interest in the Certificates or any other similar security to, or solicited
any offer to buy or accept a transfer, pledge or other disposition of the
Certificates, any interest in the Certificates or any other similar security
from, or otherwise approached or negotiated with respect to the Certificates,
any interest in the Certificates or any other similar security with, any
person in any manner, or made any general solicitation by means of general
advertising or in any other manner, (d) we are a "qualified institutional
buyer" as that term is defined in Rule 144A under the Securities Act and have
completed the form of certification to that effect attached hereto as Annex 1.
We are aware that the sale to us is being made in reliance on Rule 144A. We
are acquiring the Certificates for the account of other qualified
institutional buyers and further, understand that such Certificates may be
resold,


                                    L-2-1
<PAGE>

pledged or transferred only (i) to a person reasonably believed to be a
qualified institutional buyer that purchases for its own account or for the
account of a qualified institutional buyer to whom notice is given that the
resale, pledge or transfer is being made in reliance on Rule 144A, or (ii)
pursuant to another exemption from registration under the Securities Act.

           All capitalized terms used herein but not defined herein shall have
the meanings assigned to them in the Pooling and Servicing Agreement dated as
of ____________, 200_, among CWHEQ, Inc., as Depositor, [Countrywide Home
Loans, Inc.], as Seller, [Countrywide Home Loans Servicing LP,] as Master
Servicer, and ________________, as Trustee and relating to the above-captioned
certificates.

                                        Very truly yours,

                                        _____________________________________
                                        Name of Transferee

                                        By: _________________________________
                                            Authorized Officer





                                    L-2-2
<PAGE>

                            ANNEX 1 TO EXHIBIT L-2

           QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

   The undersigned (the "Buyer") hereby certifies as follows to the parties
  listed in the Rule 144A Transferee Certificate to which this certification
         relates with respect to the Certificates described therein:

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

     In connection with purchases by the Buyer, the Buyer is a "qualified
          institutional buyer" acting for its own account or the accounts of
          other qualified institutional buyers as that term is defined in Rule
          144A under the Securities Act of 1933, as amended ("Rule 144A")
          because (i) the Buyer owned and/or invested on a discretionary basis
          either at least $100,000 in securities or, if Buyer is a dealer,
          Buyer must own and/or invest on a discretionary basis at least
          $10,000,000 in securities (except for the excluded securities
          referred to below) as of the end of the Buyer's most recent fiscal
          year (such amount being calculated in accordance with Rule 144A) and
          (ii) the Buyer satisfies the criteria in the category marked below.

          ___  Corporation, etc. The Buyer is a corporation (other than a
               bank, savings and loan association or similar institution),
               Massachusetts or similar business trust, partnership, or
               charitable organization described in Section 501(c)(3) of the
               Internal Revenue Code of 1986, as amended.

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

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

          ___  Broker-dealer. The Buyer is a dealer registered pursuant to
               Section 15 of the Securities Exchange Act of 1934.

          ___  Insurance Company. The Buyer is an insurance company whose
               primary and predominant business activity is the writing of
               insurance or the reinsuring of


                                    L-2-3
<PAGE>

               risks underwritten by insurance companies and which is subject
               to supervision by the insurance commissioner or a similar
               official or agency of a State, territory or the District of
               Columbia.

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

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

          ___  Investment Advisor. The Buyer is an investment advisor
               registered under the Investment Advisors Act of 1940.

          ___  Small Business Investment Company. Buyer is a small business
               investment company licensed by the U.S. Small Business
               Administration under Section 301(c) or (d) of the Small
               Business Investment Act of 1958.

          ___  Business Development Company. Buyer is a business development
               company as defined in Section 202(a)(22) of the Investment
               Advisors Act of 1940.

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

     For purposes of determining the aggregate amount of securities owned
          and/or invested on a discretionary basis by the Buyer, the Buyer
          used the cost of such securities to the Buyer and did not include
          any of the securities referred to in the preceding paragraph, except
          (i) where the Buyer reports its securities holdings in its financial
          statements on the basis of their market value, and (ii) no current
          information with respect to the cost of those securities has been
          published. If clause (ii) in the preceding sentence applies, the
          securities may be valued at market. Further, in determining such
          aggregate amount, the Buyer may have included securities owned by
          subsidiaries of the Buyer, but only if such subsidiaries are
          consolidated with the Buyer in its financial statements prepared in
          accordance with generally accepted accounting principles and if the
          investments of such subsidiaries are managed under the Buyer's
          direction. However, such securities were not included if the Buyer
          is a majority-owned, consolidated subsidiary of another enterprise
          and the Buyer is not itself a reporting company under the Securities
          Exchange Act of 1934, as amended.

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



                                    L-2-4
<PAGE>

     Until the date of purchase of the Rule 144A Securities, the Buyer will
          notify each of the parties to which this certification is made of
          any changes in the information and conclusions herein. Until such
          notice is given, the Buyer's purchase of the Certificates will
          constitute a reaffirmation of this certification as of the date of
          such purchase. In addition, if the Buyer is a bank or savings and
          loan is provided above, the Buyer agrees that it will furnish to
          such parties updated annual financial statements promptly after they
          become available.

                                        _____________________________________
                                                 Print Name of Buyer


                                        By:_________________________
                                           Name:
                                           Title:


                                        Date:_____________



                                    L-2-5
<PAGE>

                                                        ANNEX 2 TO EXHIBIT L-2
                                                        ----------------------

           QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
           --------------------------------------------------------

          [For Transferees That are Registered Investment Companies]

The undersigned (the "Buyer") hereby certifies as follows to the parties
listed in the Rule 144A Transferee Certificate to which this certification
relates with respect to the Certificates described therein:

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

     In connection with purchases by Buyer, the Buyer is a "qualified
          institutional buyer" as defined in SEC Rule 144A because (i) the
          Buyer is an investment company registered under the Investment
          Company Act of 1940, as amended and (ii) as marked below, the Buyer
          alone, or the Buyer's Family of Investment Companies, owned at least
          $100,000,000 in securities (other than the excluded securities
          referred to below) as of the end of the Buyer's most recent fiscal
          year. For purposes of determining the amount of securities owned by
          the Buyer or the Buyer's Family of Investment Companies, the cost of
          such securities was used, except (i) where the Buyer or the Buyer's
          Family of Investment Companies reports its securities holdings in
          its financial statements on the basis of their market value, and
          (ii) no current information with respect to the cost of those
          securities has been published. If clause (ii) in the preceding
          sentence applies, the securities may be valued at market.

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

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

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

     The term "securities" as used herein does not include (i) securities of
          issuers that are affiliated with the Buyer or are part of the
          Buyer's Family of Investment Companies, (ii) securities issued or
          guaranteed by the U.S. or any instrumentality thereof, (iii) bank
          deposit notes and certificates of deposit, (iv) loan participations,
          (v) repurchase


                                    L-2-1
<PAGE>

          agreements, (vi) securities owned but subject to a repurchase
          agreement and (vii) currency, interest rate and commodity swaps.

     The Buyer is familiar with Rule 144A and under-stands that the parties
         listed in the Rule 144A Transferee Certificate to which this
         certification relates are relying and will continue to rely on the
         statements made herein because one or more sales to the Buyer will be
         in reliance on Rule 144A. In addition, the Buyer will only purchase
         for the Buyer's own account.

     Until the date of purchase of the Certificates, the undersigned will
         notify the parties listed in the Rule 144A Transferee Certificate to
         which this certification relates of any changes in the information
         and conclusions herein. Until such notice is given, the Buyer's
         purchase of the Certificates will constitute a reaffirmation of this
         certification by the undersigned as of the date of such purchase.

                                        ________________________________________
                                            Print Name of Buyer or Adviser


                                        By:_____________________________________
                                           Name:
                                           Title:


                                        IF AN ADVISER:



                                        ________________________________________
                                                  Print Name of Buyer


                                        Date:________________





                                    L-2-2

<PAGE>
                                   EXHIBIT M

                     FORM OF REQUEST FOR DOCUMENT RELEASE

Loan Information
----------------

         Name of Mortgagor:             ________________________________________

         Master Servicer
         Loan No.:                      ________________________________________

Trustee
-------

         Name:                          ________________________________________

         Address:                       ________________________________________

                                        ________________________________________

         Trustee
         Mortgage File No.:             ________________________________________

           The undersigned Master Servicer hereby acknowledges that it has
received from _______________________________________, as Trustee for the
Holders of Asset-Backed Certificates, Series 200_-_, the documents referred to
below (the "Documents"). All capitalized terms not otherwise defined in this
Request for Release shall have the meanings given them in the Pooling and
Servicing Agreement dated as of ____________, 200_ (the "Pooling and Servicing
Agreement") among CWHEQ, Inc., as Depositor, [Countrywide Home Loans, Inc.],
as Seller, [Countrywide Home Loans Servicing LP], as Master Servicer, and the
Trustee.


(  ) Mortgage Note dated ___________, ____, in the original principal sum of
     $________, made by __________________, payable to, or endorsed to the
     order of, the Trustee.

(  ) Mortgage recorded on _________________ as instrument no.
     ________________ in the County Recorder's Office of the County of
     ________________, State of _______________ in book/reel/docket
     _______________ of official records at page/image _____________.

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

(  ) Assignment of Mortgage or Deed of Trust to the Trustee, recorded on
     _________________ as instrument no. __________ in the County Recorder's
     Office of the County of __________, State of _______________ in
     book/reel/docket


                                     M-1
<PAGE>

     _______________ of official records at page/image _____________.

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

(  ) ______________________________________________

(  ) ______________________________________________

(  ) ______________________________________________

(  ) ______________________________________________

           The undersigned Master Servicer hereby acknowledges and agrees as
follows:

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

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

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

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

                                        [Master Servicer]


                                        By   ___________________________________

                                        Its  ___________________________________



Date: _________________, ____




                                     M-2
<PAGE>

                                   EXHIBIT N

                           REQUEST FOR FILE RELEASE

                    OFFICER'S CERTIFICATE AND TRUST RECEIPT
                          ASSET-BACKED CERTIFICATES,
                                 Series 200_-_

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

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

[ALL PAYMENTS OF PRINCIPAL AND INTEREST HAVE BEEN MADE.] [THE [PURCHASE PRICE]
[MORTGAGE LOAN REPURCHASE PRICE] FOR SUCH MORTGAGE LOANS HAS BEEN PAID.] [THE
MORTGAGE LOANS HAVE BEEN LIQUIDATED AND THE RELATED [INSURANCE PROCEEDS]
[LIQUIDATION PROCEEDS] HAVE BEEN DEPOSITED PURSUANT TO SECTION 3.13 OF THE
POOLING AND SERVICING AGREEMENT.] [A REPLACEMENT MORTGAGE LOAN HAS BEEN
DELIVERED TO THE TRUSTEE IN THE MANNER AND OTHERWISE IN ACCORDANCE WITH THE
CONDITIONS SET FORTH IN SECTIONS 2.02 AND 2.03 OF THE POOLING AND SERVICING
AGREEMENT.]

LOAN NUMBER:_______________                 BORROWER'S NAME:_____________

COUNTY:____________________

[For Substitution or Repurchase Only: The Master Servicer certifies that [an]
[no] opinion is required by Section 2.05 [and is attached hereto].]

I HEREBY CERTIFY THAT ALL AMOUNTS RECEIVED IN CONNECTION WITH SUCH PAYMENTS,
THAT ARE REQUIRED TO BE DEPOSITED IN THE CERTIFICATE ACCOUNT PURSUANT TO
SECTION 3.05 OF THE POOLING AND SERVICING AGREEMENT, HAVE BEEN OR WILL BE
CREDITED.

_____________        __________________              DATED:____________

/ /      VICE PRESIDENT

/ /      ASSISTANT VICE PRESIDENT





                                     N-1

<PAGE>

                                                                     Exhibit O

                           [Exhibit O is a photocopy
                          of the Depository Agreement
                                as delivered.]

               [See appropriate documents delivered at closing.]















                                     O-1