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                      NOMURA ASSET ACCEPTANCE CORPORATION,

                                    Depositor


                         NOMURA CREDIT & CAPITAL, INC.,

                                     Seller


                            GMAC MORTGAGE CORPORATION

                                    Servicer


                                       and


                            JPMORGAN CHASE BANK, N.A.

                              Trustee and Custodian

                              ____________________


                         POOLING AND SERVICING AGREEMENT

                          Dated as of November 1, 2004

                    ________________________________________


                       NOMURA ASSET ACCEPTANCE CORPORATION

               MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2004-AR3




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

<PAGE>


<TABLE>
<CAPTION>
                                                       TABLE OF CONTENTS

                                                                                                               Page
                                                                                                               ----

<S> <C>               <C>                                                                                       <C>
ARTICLE I DEFINITIONS.............................................................................................4
    Section 1.01      Defined Terms...............................................................................4
    Section 1.02      Allocation of Certain Interest Shortfalls..................................................45

ARTICLE II CONVEYANCE OF TRUST FUND REPRESENTATIONS AND WARRANTIES...............................................46
    Section 2.01      Conveyance of Trust Fund...................................................................46
    Section 2.02      Acceptance of the Mortgage Loans...........................................................47
    Section 2.03      Representations, Warranties and Covenants of the Servicer and the Seller...................49
    Section 2.04      Representations and Warranties of the Depositor............................................55
    Section 2.05      Delivery of Opinion of Counsel in Connection with Substitutions and Repurchases............56
    Section 2.06      Issuance of the REMIC I Regular Interests and the Class R Certificates.....................57
    Section 2.07      Conveyance of the REMIC I Regular Interests ...............................................57
    Section 2.08      Issuance of Residual Certificates..........................................................57
    Section 2.09      Establishment of Trust.....................................................................57

ARTICLE III ADMINISTRATION AND SERVICING OF THE MORTGAGE LOANS...................................................58
    Section 3.01      The Servicer to Act as Servicer............................................................58
    Section 3.02      Due-on-Sale Clauses; Assumption Agreements.................................................59
    Section 3.03      Subservicers...............................................................................60
    Section 3.04      Documents, Records and Funds in Possession of the Servicer To Be Held for Trustee..........61
    Section 3.05      Maintenance of Hazard Insurance............................................................62
    Section 3.06      Presentment of Claims and Collection of Proceeds...........................................63
    Section 3.07      Maintenance of Insurance Policies..........................................................63
    Section 3.08      Reserved...................................................................................63
    Section 3.09      Realization Upon Defaulted Mortgage Loans; Determination of Excess Liquidation
                      Proceeds and Realized Losses; Repurchases of Certain Mortgage Loans........................64
    Section 3.10      Servicing Compensation.....................................................................66
    Section 3.11      REO Property...............................................................................66
    Section 3.12      Liquidation Reports........................................................................67
    Section 3.13      Annual Certificate as to Compliance........................................................67
    Section 3.14      Annual Independent Certified Public Accountants' Servicing Report..........................68
    Section 3.15      Books and Records..........................................................................68
    Section 3.16      The Trustee................................................................................69
    Section 3.17      REMIC-Related Covenants....................................................................69
    Section 3.18      Reimbursement of Costs and Expenses........................................................69
    Section 3.19      Release of Mortgage Files..................................................................70
</TABLE>


                                      -i-
<PAGE>


<TABLE>
<CAPTION>
<S> <C>               <C>                                                                                       <C>
    Section 3.20      Documents, Records and Funds in Possession of the Servicer to be held for Trustee..........71
    Section 3.21      Possession of Certain Insurance Policies and Documents.....................................71
    Section 3.22      Annual Certificate as to Compliance........................................................71
    Section 3.23      UCC........................................................................................72
    Section 3.24      Optional Purchase of Defaulted Mortgage Loans..............................................73

ARTICLE IV ACCOUNTS  74
    Section 4.01      Collection of Mortgage Loan Payments; Custodial Account....................................74
    Section 4.02      Permitted Withdrawals From the Custodial Account...........................................76
    Section 4.03      Reports to Trustee.........................................................................77
    Section 4.04      Collection of Taxes; Assessments and Similar Items; Escrow Accounts........................78
    Section 4.05      Adjustments to Mortgage Rate and Scheduled Payment.........................................79
    Section 4.06      Distribution Account.......................................................................79
    Section 4.07      Permitted Withdrawals and Transfers from the Distribution Account..........................80
    Section 4.08      Duties of the Credit Risk Manager; Termination.............................................82
    Section 4.09      Limitation Upon Liability of the Credit Risk Manager.......................................83

ARTICLE V ADVANCES AND DISTRIBUTIONS.............................................................................84
    Section 5.01      Advances; Advance Facility.................................................................84
    Section 5.02      Compensating Interest Payments.............................................................87
    Section 5.03      REMIC Distributions........................................................................87
    Section 5.04      Reserved...................................................................................87
    Section 5.05      Reserved...................................................................................87
    Section 5.06      Distributions on the Certificates..........................................................87
    Section 5.07      Allocation of Realized Losses .............................................................96
    Section 5.08      Prepayment Charges.........................................................................98
    Section 5.09      Monthly Statements to Certificateholders...................................................99
    Section 5.10      Reserved..................................................................................101
    Section 5.11      REMIC I Allocations.......................................................................101
    Section 5.12      Class P Certificate Account...............................................................103
    Section 5.13      Basis Risk Shortfall Reserve Fund.........................................................103

ARTICLE VI THE CERTIFICATES.....................................................................................105
    Section 6.01      The Certificates..........................................................................105
    Section 6.02      Certificate Register; Registration of Transfer and Exchange of Certificates...............106
    Section 6.03      Mutilated, Destroyed, Lost or Stolen Certificates.........................................109
    Section 6.04      Persons Deemed Owners.....................................................................109
    Section 6.05      Access to List of Certificateholders' Names and Addresses.................................110
    Section 6.06      Book-Entry Certificates...................................................................110
    Section 6.07      Notices to Depository.....................................................................111
    Section 6.08      Definitive Certificates...................................................................111
    Section 6.09      Maintenance of Office or Agency...........................................................112

ARTICLE VII THE DEPOSITOR AND THE SERVICER......................................................................113
    Section 7.01      Liabilities of the Depositor and the Servicer.............................................113
    Section 7.02      Merger or Consolidation of the Depositor or the Servicer..................................113
</TABLE>


                                      -ii-
<PAGE>


<TABLE>
<CAPTION>
<S> <C>               <C>                                                                                       <C>
    Section 7.03      Indemnification of Depositor and the Servicer.............................................113
    Section 7.04      Limitations on Liability of the Depositor, the Servicer and Others........................114
    Section 7.05      Servicer Not to Resign....................................................................115
    Section 7.06      Termination of Servicer Without Cause; Appointment of Special Servicer....................115

ARTICLE VIII DEFAULT; TERMINATION OF SERVICER...................................................................117
    Section 8.01      Servicer Default..........................................................................117
    Section 8.02      Trustee to Act; Appointment of Successor..................................................118
    Section 8.03      Notification to Certificateholders........................................................120
    Section 8.04      Waiver of Servicer Defaults...............................................................120

ARTICLE IX CONCERNING THE TRUSTEE AND THE CUSTODIAN.............................................................121
    Section 9.01      Duties of Trustee.........................................................................121
    Section 9.02      Certain Matters Affecting the Trustee.....................................................122
    Section 9.03      Trustee Not Liable for Certificates or Mortgage Loans.....................................124
    Section 9.04      Trustee May Own Certificates..............................................................125
    Section 9.05      Trustee's Compensation and Expenses; Indemnification......................................125
    Section 9.06      Eligibility Requirements for Trustee......................................................126
    Section 9.07      Insurance.................................................................................126
    Section 9.08      Resignation and Removal of Trustee........................................................126
    Section 9.09      Successor Trustee.........................................................................127
    Section 9.10      Merger or Consolidation of Trustee........................................................127
    Section 9.11      Appointment of Co-Trustee or Separate Trustee.............................................128
    Section 9.12      Tax Matters...............................................................................129
    Section 9.13      Custodian's Fees and Expenses.............................................................131
    Section 9.14      Indemnification of Custodian..............................................................131
    Section 9.15      Reliance of Custodian.....................................................................132

ARTICLE X TERMINATION...........................................................................................134
    Section 10.01     Termination upon Liquidation or Repurchase of all Mortgage Loans..........................134
    Section 10.02     Final Distribution on the Certificates....................................................134
    Section 10.03     Additional Termination Requirements.......................................................136

ARTICLE XI MISCELLANEOUS PROVISIONS.............................................................................137
    Section 11.01     Amendment.................................................................................137
    Section 11.02     Recordation of Agreement; Counterparts....................................................138
    Section 11.03     GOVERNING LAW.............................................................................138
    Section 11.04     Intention of Parties......................................................................138
    Section 11.05     Notices...................................................................................139
    Section 11.06     Severability of Provisions................................................................140
    Section 11.07     Assignment................................................................................140
    Section 11.08     Limitation on Rights of Certificateholders................................................140
    Section 11.09     Certificates Nonassessable and Fully Paid.................................................141
</TABLE>


                                     -iii-
<PAGE>


EXHIBITS

Exhibit A-1       Form of Class I-A-1, Class I-A-2, II-A, III-A-1, III-A-2,
                  Class III-A-3, Class III-A-4, Class III-A-5
Exhibit A-2       Form of Class M-[1][2][3][4] Certificates
Exhibit A-3       Form of Class X Certificates
Exhibit A-4       Form of Class P Certificates
Exhibit A-5       Form of Class R Certificates
Exhibit B         Mortgage Loan Schedule
Exhibit C-1       Form of Initial Certification
Exhibit C-2       Form of Interim Certification
Exhibit C-3       Form of Final Certification
Exhibit D         Form of Transfer Affidavit
Exhibit E         Form of Transferor Certificate
Exhibit F         Form of Investment Letter (Non-Rule 144A)
Exhibit G         Form of Rule 144A Investment Letter
Exhibit H         Form of Request for Release
Exhibit I         DTC Letter of Representations
Exhibit J         Schedule of Mortgage Loans with Lost Notes
Exhibit K         Prepayment Charge Schedule
Exhibit L         Form of Servicer's Certification
Exhibit M         Form of Trustee's Certification
Exhibit N         Appendix E of the Standard & Poor's Glossary For File
                  Format For LEVELS(R) Version 5.6 Revised


                                      -iv-
<PAGE>


         POOLING AND SERVICING AGREEMENT, dated as of November 1, 2004, among
NOMURA ASSET ACCEPTANCE CORPORATION, a Delaware corporation, as depositor (the
"Depositor"), NOMURA CREDIT & CAPITAL, INC., a Delaware corporation, as seller
(in such capacity, the "Seller"), GMAC MORTGAGE CORPORATION, a Pennsylvania
corporation, as servicer (the "Servicer") and JPMORGAN CHASE BANK, N.A., a
national banking association, not in its individual capacity, but solely as
trustee (the "Trustee") and as custodian (the "Custodian").

                              PRELIMINARY STATEMENT

         The Depositor is the owner of the Trust Fund that is hereby conveyed to
the Trustee in return for the Certificates.

                                     REMIC I
                                     -------

         As provided herein, the Trustee will make an election to treat the
segregated pool of assets consisting of the Mortgage Loans and certain other
related assets subject to this Agreement as a real estate mortgage investment
conduit (a "REMIC") for federal income tax purposes, and such segregated pool of
assets will be designated as "REMIC I." The R-I Interest will represent the sole
class of "residual interests" in REMIC I for purposes of the REMIC Provisions
(as defined herein) under federal income tax law. The following table
irrevocably sets forth the designation, the Uncertificated REMIC I Pass-Through
Rate, the Initial Uncertificated Principal Balance, and solely for purposes of
satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the "latest possible
maturity date" for each of the REMIC I Regular Interests. None of the REMIC I
Regular Interests will be certificated.

<TABLE>
<CAPTION>
                  Uncertificated
               Initial Uncertificated        REMIC I          Assumed Final Maturity
Designation      Principal Balance       Pass-Through Rate           Date(1)
-----------    ----------------------    -----------------    ----------------------
<S>            <C>                          <C>                  <C>
  LTI-AA       $      193,636,130.02        Variable(2)          November 25, 2034
  LTI-IA1      $          303,630.00        Variable(2)          November 25, 2034
  LTI-IA2      $           25,955.00        Variable(2)          November 25, 2034
  LTI-IIA      $          372,470.00        Variable(2)          November 25, 2034
 LTI-IIIA1     $          242,055.00        Variable(2)          November 25, 2034
 LTI-IIIA2     $          411,490.00        Variable(2)          November 25, 2034
 LTI-IIIA3     $           72,620.00        Variable(2)          November 25, 2034
 LTI-IIIA4     $          363,080.00        Variable(2)          November 25, 2034
 LTI-IIIA5     $           40,340.00        Variable(2)          November 25, 2034
  LTI-M1       $           82,985.00        Variable(2)          November 25, 2034
  LTI-M2       $           28,650.00        Variable(2)          November 25, 2034
  LTI-M3       $           18,770.00        Variable(2)          November 25, 2034
  LTI-M4       $           13,833.88        Variable(2)          November 25, 2034
  LTI-ZZ       $        1,975,878.88        Variable(2)          November 25, 2034
   LTI-P       $              100.00        Variable(2)          November 25, 2034
 LTI-1SUB      $              519.02        Variable(2)          November 25, 2034
 LTI-1GRP      $            7,110.73        Variable(2)          November 25, 2034
 LTI-2SUB      $              586.65        Variable(2)          November 25, 2034
 LTI-2GRP      $            8,036.05        Variable(2)          November 25, 2034
 LTI-3SUB      $            1,779.10        Variable(2)          November 25, 2034
</TABLE>

<PAGE>


<TABLE>
<CAPTION>
                  Uncertificated
               Initial Uncertificated        REMIC I          Assumed Final Maturity
Designation      Principal Balance       Pass-Through Rate           Date(1)
-----------    ----------------------    -----------------    ----------------------
<S>            <C>                          <C>                  <C>
 LTI-3GRP      $           24,370.80        Variable(2)          November 25, 2034
  LTI-XX       $        1,975,878.88        Variable(2)          November 25, 2034
</TABLE>
___________________

(1)      Solely for purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
         regulations, the Distribution Date in the month following the maturity
         date for the Mortgage Loan with the latest maturity date has been
         designated as the "latest possible maturity date" for each REMIC I
         Regular Interest.

(2)      Calculated in accordance with the definition of "Uncertificated REMIC I
         Pass-Through Rate" herein.


                                      -2-
<PAGE>


                                    REMIC II
                                    --------

         As provided herein, the Trustee will make an election to treat the
segregated pool of assets consisting of the REMIC I Regular Interests as a REMIC
for federal income tax purposes, and such segregated pool of assets will be
designated as "REMIC II". The R-II Interest will represent the sole class of
"residual interests" in REMIC II for purposes of the REMIC Provisions. The
following table irrevocably sets forth the Class designation, Pass-Through Rate
and Initial Certificate Principal Balance for each Class of Certificates and
uncertificated REMIC II Regular Interests that represents one or more of the
"regular interests" in REMIC II created hereunder:


<TABLE>
<CAPTION>
                     Initial Certificate                                        Assumed Final
Class Designation     Principal Balance          Pass-Through Rate             Maturity Date(1)
-----------------    -------------------    -------------------------------    -----------------
<S>                  <C>                    <C>                                <C>
Class I-A-1          $     60,726,000.00    Class I-A-1 Pass Through Rate      November 25, 2034
Class I-A-2          $      5,191,000.00    Class I-A-2 Pass Through Rate      November 25, 2034
Class II-A           $     74,494,000.00    Class II-A Pass Through Rate       November 25, 2034
Class III-A-1        $     48,411,000.00    Class III-A-1 Pass Through Rate    November 25, 2034
Class III-A-2        $     82,298,000.00    Class III-A-2 Pass Through Rate    November 25, 2034
Class III-A-3        $     14,524,000.00    Class III-A-3 Pass Through Rate    November 25, 2034
Class III-A-4        $     72,616,000.00    Class III-A-4 Pass Through Rate    November 25, 2034
Class III-A-5        $      8,068,000.00    Class III-A-5 Pass Through Rate    November 25, 2034
Class M-1            $     16,597,000.00    Class M-1 Pass Through Rate        November 25, 2034
Class M-2            $      5,730,000.00    Class M-2 Pass-Through Rate        November 25, 2034
Class M-3            $      3,754,000.00    Class M-3 Pass Through Rate        November 25, 2034
Class M-4            $      2,766,775.55    Class M-4 Pass Through Rate        November 25, 2034
Class X(2)           $              0.00    Class X Pass Through Rate          November 25, 2034
Class P              $            100.00    N/A(3)                             November 25, 2034
</TABLE>
___________________
(1)      Solely for purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
         regulations, the Distribution Date in the month following the maturity
         date for the Mortgage Loan with the latest maturity date has been
         designated as the "latest possible maturity date" for each Class of
         Certificates.

(2)      The Class X Certificates will not accrue interest on their Certificate
         Principal Balance, but will accrue interest at the Class X Pass-Through
         Rate on the Certificate Notional Balance of the Class X Certificates
         outstanding from time to time which shall equal the aggregate of the
         Uncertificated Principal Balances of the REMIC I Regular Interests
         (other than REMIC I Regular Interest LTI-P).

(3)      The Class P Certificates will not be entitled to distributions of
         interest.


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


                                      -3-
<PAGE>


                                   ARTICLE I

                                   DEFINITIONS


         Section 1.01 DEFINED TERMS

         In addition to those 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:

         ACCOUNT:  Either the Distribution Account or the Custodial Account.

         ACCRUAL PERIOD: With respect to the Group I Certificates and the Class
X Certificates and any Distribution Date, the calendar month immediately
preceding such Distribution Date. With respect to the Group II, Group III and
Subordinate Certificates and any Distribution Date, the period commencing on the
immediately preceding Distribution Date (or with respect to the first Accrual
Period, the Closing Date) and ending on the day immediately preceding the
related Distribution Date. All calculations of interest on the Group I
Certificates and the Class X Certificates will be based on a 360-day year
consisting of twelve 30-day months. All calculations of interest on the Group
II, Group III and Subordinate Certificates will be made based on a 360-day year
and the actual number of days elapsed in the related Accrual Period.

         ADJUSTMENT DATE: With respect to each Mortgage Loan, the first day of
the month in which the Mortgage Rate of the Mortgage Loan changes pursuant to
the related Mortgage Note. The first Adjustment Date following the Cut-Off Date
as to each Mortgage Loan is set forth in the Loan Schedule.

         ADVANCE: An advance of delinquent payments of principal or interest in
respect of a Mortgage Loan required to be made by the Servicer pursuant to
Section 5.01 or by the Trustee in its capacity as Successor Servicer pursuant to
Section 5.01.

         ADVANCE FACILITY: As defined in Section 5.01(b)(i).

         ADVANCE FACILITY NOTICE: As defined in Section 5.01(b)(ii).

         ADVANCE FINANCING PERSON: As defined in Section 5.01(b)(i).

         ADVANCE REIMBURSEMENT AMOUNT: As defined in Section 5.01(b)(ii).

         AGGREGATE LOAN BALANCE: With respect to the Mortgage Loans and any
Distribution Date, the aggregate of the Stated Principal Balances of the
Mortgage Loans as of the last day of the related Due Period.

         AGGREGATE LOAN GROUP BALANCE: With respect to a Loan Group and any
Distribution Date, the aggregate of the Stated Principal Balances of the
Mortgage Loans in such Loan Group as of the last day of the related Due Period.

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


                                      -4-
<PAGE>


         AMOUNT HELD FOR FUTURE DISTRIBUTION: As to any Distribution Date, the
aggregate amount held in the Custodial Account at the close of business on the
immediately preceding Determination Date on account of (i) all Scheduled
Payments or portions thereof received in respect of the Mortgage Loans due after
the related Due Period and (ii) Principal Prepayments and Liquidation Proceeds
received in respect of the Mortgage Loans after the last day of the related
Prepayment Period.

         APPLIED LOSS AMOUNT: With respect to the Publicly Offered Certificates
and the Class III-A-4 Certificates and any Distribution Date, the excess of the
aggregate Certificate Principal Balance of the Publicly Offered Certificates and
the Class III-A-4 Certificates over the Aggregate Loan Balance of the Mortgage
Loans after giving effect to all Realized Losses incurred with respect to the
Mortgage Loans during the related Due Period and payments of principal to the
Publicly Offered Certificates and the Class III-A-4 Certificates on such
Distribution Date.

         APPRAISED VALUE: 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 or, with respect
to any other Mortgage Loan, the lesser of (x) the appraised value of the
Mortgaged Property based upon the appraisal made by a fee appraiser at the time
of the origination of the Mortgage Loan, and (y) the sales price of the
Mortgaged Property at the time of such origination.

         AUTHORIZED SERVICER REPRESENTATIVE: Those Servicer representatives,
authorized to execute a Request for Release on behalf of the Servicer, whose
name and facsimile signature appear on a list furnished to the Trustee by the
Servicer on the Closing Date pursuant to this Agreement, as such list may be
amended by the Servicer from time-to-time.

         BANKRUPTCY CODE: Title 11 of the United States Code.

         BASIS RISK SHORTFALL RESERVE FUND: The segregated non-interest bearing
trust account created and maintained by the Trustee pursuant to Section 5.13
hereof.

         BASIS RISK SHORTFALL: With respect to any Class of Group II, Group III
or Subordinate Certificates and any Distribution Date, the sum of (i) the
excess, if any, of the related Current Interest calculated on the basis of the
least of (x) One-Month LIBOR plus the applicable Certificate Margin, (y) the
Maximum Interest Rate and (z) applicable Cap Rate over the related Current
Interest for the applicable Distribution Date; (ii) any amount described in
clause (i) remaining unpaid from prior Distribution Dates; and (iii) interest on
the amount in clause (ii) for the related Accrual Period calculated on the basis
of the least of (x) One-Month LIBOR plus the applicable Certificate Margin, (y)
the Maximum Interest Rate and (z) the applicable Cap Rate.

         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 6.06). As of the Closing
Date, each Class of Publicly Offered Certificates and the Class III-A-4
Certificates constitutes a Class of Book-Entry Certificates.


                                      -5-
<PAGE>


         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
Commonwealth of Pennsylvania, the city in which the Corporate Trust Office of
the Trustee is located or the States in which the Servicer's servicing
operations are located are authorized or obligated by law or executive order to
be closed.

         CAP CONTRACTS: Shall mean (i) the Cap Contract between the Trustee and
the counterparty named thereunder, for the benefit of the Holders of the Class
II-A Certificates and (ii) the Cap Contract between the Trustee and the
counterparty thereunder, for the benefit of the Class III-A-2 Certificates.

         CAP RATE: With respect to the Class II-A, Class III-A-1, Class III-A-2,
Class III-A-3, Class III-A-5, Class M-1, Class M-2, Class M-3 and Class M-4
Certificates, 11.00%. With respect to the Class III-A-4 Certificates, 11.25%.

         CARRYFORWARD INTEREST: With respect to any Class of Publicly Offered
Certificates and the Class III-A-4 Certificates and any Distribution Date, the
sum of (i) the amount, if any, by which (x) the sum of (A) Current Interest for
that Class of Certificates for the immediately preceding Distribution Date and
(B) any unpaid Carryforward Interest for such Class from previous Distribution
Dates exceeds (y) the actual amount distributed on such Class in respect of
interest on the immediately preceding Distribution Date and (ii) interest on
such amount for the related Accrual Period at the applicable Pass-Through Rate.

         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-6.

         CERTIFICATE MARGIN: With respect to each Distribution Date on or prior
to the first possible Optional Termination Date, 0.40%, 0.40%, 0.375%, 0.46%,
0.39%, 0.51%, 0.64%, 1.15%, 1.35% and 1.90%, for the Class II-A, Class III-A-1,
Class III-A-2, Class III-A-3, Class III-A-4, Class III-A-5, Class M-1, Class
M-2, Class M-3 and Class M-4 Certificates, respectively. With respect to each
Distribution Date following the first possible Optional Termination Date, 0.80%,
0.80%, 0.75%, 0.92%, 0.78%, 1.01%, 1.14%, 1.65%, 1.85% and 2.40% for the Class
II-A, Class III-A-1, Class III-A-2, Class III-A-3, Class III-A-4, Class III-A-5,
Class M-1, Class M-2, Class M-3 and Class M-4 Certificates, respectively.

         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 Publicly Offered Certificate,
Class III-A-4 Certificate or Class P Certificate and as of any Distribution
Date, the Initial Certificate Principal Balance of such Certificate 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, (ii)
with respect to any Class I-A-2 Certificate, Class III-A-3 Certificate, Class
III-A-5 Certificate or any Class of Subordinate Certificates, any reductions in
the Certificate Principal Balance of such Certificate deemed to have occurred in
connection with the allocations of Realized Losses, if any and (iii) with
respect to the Class I-A-2 Certificates, Class III-A-3 Certificates, Class
III-A-5 Certificates or Subordinate Certificates, Subsequent Recoveries added to
the Certificate Principal Balance of any such Certificate pursuant to Section
5.07(d), in each


                                      -6-
<PAGE>


case up to the amount of Applied Loss Amounts but only to the extent that any
such Applied Loss Amount has not been paid to any Class of Certificates as a
Deferred Amount. As in any Class X Certificate and any date of determination,
the excess, if any, of (i) the Aggregate Loan Balance over (ii) the then
aggregate Certificate Principal Balance of the Publicly Offered Certificates and
the Class III-A-4 Certificates. References herein to the Certificate Principal
Balance of a Class of Certificates shall mean the Certificate Principal Balances
of all Certificates in such Class.

         CERTIFICATE REGISTER: The register maintained pursuant to Section 6.02.

         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 Book-Entry Certificates).

         CLASS: All Certificates bearing the same Class designation as set forth
in Section 6.01.

         CLASS I-A-1 CERTIFICATE: Any Certificate designated as a "Class I-A-1
Certificate" on the face thereof, in the form of Exhibit A-1 hereto,
representing the right to the Percentage Interest of distributions provided for
the Class I-A-1 Certificates as set forth herein and evidencing a Regular
Interest in REMIC II.

         CLASS I-A-1 PASS-THROUGH RATE: With respect to each Distribution Date,
a per annum rate equal to the weighted average Net Mortgage Rate of the Group I
Mortgage Loans minus 0.475% per annum.

         CLASS I-A-2 CERTIFICATE: Any Certificate designated as a "Class I-A-2
Certificate" on the face thereof, in the form of Exhibit A-1 hereto,
representing the right to the Percentage Interest of distributions provided for
the Class I-A-2 Certificates as set forth herein and evidencing a Regular
Interest in REMIC II.

         CLASS I-A-2 PASS-THROUGH RATE: With respect to each Distribution Date,
a per annum rate equal to the weighted average Net Mortgage Rate of the Group I
Mortgage Loans minus 0.390% per annum.

         CLASS II-A CERTIFICATE: Any Certificate designated as a "Class II-A
Certificate" on the face thereof, in the form of Exhibit A-1 hereto,
representing the right to its Percentage Interest of distributions provided for
the Class II-A Certificates as set forth herein and evidencing a Regular
Interest in REMIC II.

         CLASS II-A PASS-THROUGH RATE: With respect to each Distribution Date, a
per annum rate equal to the least of (i) the sum of One-Month LIBOR for that
Distribution Date plus (A) on or prior to the first possible Optional
Termination Date, 0.40% or (B) after the first possible Optional Termination
Date, 0.80%, (ii) the applicable Net Funds Cap, (iii) the Maximum Interest Rate
and (iv) the applicable Cap Rate.

         CLASS III-A-1 CERTIFICATE: Any Certificate designated as a "Class
III-A-1 Certificate" on the face thereof, in the form of Exhibit A-1 hereto,
representing the right to its Percentage Interest of distributions provided for
the Class III-A-1 Certificates as set forth herein and evidencing a Regular
Interest in REMIC II.


                                      -7-
<PAGE>


         CLASS III-A-1 PASS-THROUGH RATE: With respect to each Distribution
Date, a per annum rate equal to the least of (i) the sum of One-Month LIBOR for
that Distribution Date plus (A) on or prior to the first possible Optional
Termination Date, 0.40% or (B) after the first possible Optional Termination
Date, 0.80%, (ii) the applicable Net Funds Cap, (iii) the Maximum Interest Rate
and (iv) the applicable Cap Rate.

         CLASS III-A-2 CERTIFICATE: Any Certificate designated as a "Class
III-A-2 Certificate" on the face thereof, in the form of Exhibit A-1 hereto,
representing the right to its Percentage Interest of distributions provided for
the Class III-A-2 Certificates as set forth herein and evidencing a Regular
Interest in REMIC II.

         CLASS III-A-2 PASS-THROUGH RATE: With respect to each Distribution
Date, a per annum rate equal to the least of (i) the sum of One-Month LIBOR for
that Distribution Date plus (A) on or prior to the first possible Optional
Termination Date, 0.375% or (B) after the first possible Optional Termination
Date, 0.75%, (ii) the applicable Net Funds Cap, (iii) the Maximum Interest Rate
and (iv) the applicable Cap Rate.

         CLASS III-A-3 CERTIFICATE: Any Certificate designated as a "Class
III-A-3 Certificate" on the face thereof, in the form of Exhibit A-1 hereto,
representing the right to its Percentage Interest of distributions provided for
the Class III-A-3 Certificates as set forth herein and evidencing a Regular
Interest in REMIC II.

         CLASS III-A-3 PASS-THROUGH RATE: With respect to each Distribution
Date, a per annum rate equal to the least of (i) the sum of One-Month LIBOR for
that Distribution Date plus (A) on or prior to the first possible Optional
Termination Date, 0.46% or (B) after the first possible Optional Termination
Date, 0.92%, (ii) the applicable Net Funds Cap, (iii) the Maximum Interest Rate
and (iv) the applicable Cap Rate.

         CLASS III-A-4 CERTIFICATE: Any Certificate designated as a "Class
III-A-4 Certificate" on the face thereof, in the form of Exhibit A-1 hereto,
representing the right to its Percentage Interest of distributions provided for
the Class III-A-4 Certificates as set forth herein and evidencing a Regular
Interest in REMIC II.

         CLASS III-A-4 PASS-THROUGH RATE: With respect to each Distribution
Date, a per annum rate equal to the least of (i) the sum of One-Month LIBOR for
that Distribution Date plus (A) on or prior to the first possible Optional
Termination Date, 0.39% or (B) after the first possible Optional Termination
Date, 0.78%, (ii) the applicable Net Funds Cap, (iii) the Maximum Interest Rate
and (iv) the applicable Cap Rate.

         CLASS III-A-5 CERTIFICATE: Any Certificate designated as a "Class
III-A-5 Certificate" on the face thereof, in the form of Exhibit A-1 hereto,
representing the right to its Percentage Interest of distributions provided for
the Class III-A-5 Certificates as set forth herein and evidencing a Regular
Interest in REMIC II.

         CLASS III-A-5 PASS-THROUGH RATE: With respect to each Distribution
Date, a per annum rate equal to the least of (i) the sum of One-Month LIBOR for
that Distribution Date plus (A) on or prior to the first possible Optional
Termination Date, 0.51% or (B) after the first possible


                                      -8-
<PAGE>


Optional Termination Date, 1.01%, (ii) the applicable Net Funds Cap, (iii) the
Maximum Interest Rate and (iv) the applicable Cap Rate.

         CLASS M-1 CERTIFICATE: Any Certificate designated as a "Class M-1
Certificate" on the face thereof, in the form of Exhibit A-2 hereto,
representing the right to its Percentage Interest of distributions provided for
the Class M-1 Certificates as set forth herein and evidencing a Regular Interest
in REMIC II.

         CLASS M-1 PASS-THROUGH RATE: With respect to each Distribution Date, a
per annum rate equal to the least of (i) the sum of One-Month LIBOR for that
Distribution Date plus (A) on or prior to the first possible Optional
Termination Date, 0.64% or (B) after the first possible Optional Termination
Date, 1.14%, (ii) the applicable Net Funds Cap, (iii) the Maximum Interest Rate
and (iv) the applicable Cap Rate.

         CLASS M-1 PRINCIPAL PAYMENT AMOUNT: With respect to any Distribution
Date on or after the Stepdown Date and as long as a Trigger Event is not in
effect with respect to such Distribution Date, the amount, if any, by which (x)
the sum of (i) the Certificate Principal Balances of the Senior Certificates, in
each case, after giving effect to payments on such Distribution Date and (ii)
the Certificate Principal Balance of the Class M-1 Certificates immediately
prior to such Distribution Date exceeds (y) the lesser of (A) the product of (i)
approximately 91.8% and (ii) the Aggregate Loan Balance for such Distribution
Date and (B) the amount, if any, by which (i) the Aggregate Loan Balance for
such Distribution Date exceeds (ii) 0.50% of the Aggregate Loan Balance as of
the Cut-off Date.

         CLASS M-2 CERTIFICATE: Any Certificate designated as a "Class M-2
Certificate" on the face thereof, in the form of Exhibit A-2 hereto,
representing the right to its Percentage Interest of distributions provided for
the Class M-2 Certificates as set forth herein and evidencing a Regular Interest
in REMIC II.

         CLASS M-2 PASS-THROUGH RATE: With respect to each Distribution Date, a
per annum rate equal to the least of (i) the sum of One-Month LIBOR for that
Distribution Date plus (A) on or prior to the first possible Optional
Termination Date, 1.15% or (B) after the first possible Optional Termination
Date, 1.65%, (ii) the applicable Net Funds Cap, (iii) the Maximum Interest Rate
and (iv) the applicable Cap Rate.

         CLASS M-2 PRINCIPAL PAYMENT AMOUNT: With respect to any Distribution
Date on or after the Stepdown Date and as long as a Trigger Event is not in
effect with respect to such Distribution Date, the amount, if any, by which (x)
the sum of (i) the Certificate Principal Balances of the Senior Certificates and
the Class M-1 Certificates, in each case, after giving effect to payments on
such Distribution Date and (ii) the Certificate Principal Balance of the Class
M-2 Certificates immediately prior to such Distribution Date exceeds (y) the
lesser of (A) the product of (i) approximately 94.7% and (ii) the Aggregate Loan
Balance for such Distribution Date and (B) the amount, if any, by which (i) the
Aggregate Loan Balance for such Distribution Date exceeds (ii) 0.50% of the
Aggregate Loan Balance as of the Cut-off Date.

         CLASS M-3 CERTIFICATE: Any Certificate designated as a "Class M-3
Certificate" on the face thereof, in the form of Exhibit A-2 hereto,
representing the right to its Percentage Interest of


                                      -9-
<PAGE>


distributions provided for the Class M-3 Certificates as set forth herein and
evidencing a Regular Interest in REMIC II.

         CLASS M-3 PASS-THROUGH RATE: With respect to each Distribution Date, a
per annum rate equal to the least of (i) the sum of One-Month LIBOR for that
Distribution Date plus (A) on or prior to the first possible Optional
Termination Date, 1.35% or (B) after the first possible Optional Termination
Date, 1.85%, (ii) the applicable Net Funds Cap, (iii) the Maximum Interest Rate
and (iv) the applicable Cap Rate.

         CLASS M-3 PRINCIPAL PAYMENT AMOUNT: With respect to any Distribution
Date on or after the Stepdown Date and as long as a Trigger Event is not in
effect with respect to such Distribution Date, the amount, if any, by which (x)
the sum of (i) the Certificate Principal Balances of the Senior, Class M-1 and
Class M-2 Certificates, in each case, after giving effect to payments on such
Distribution Date and (ii) the Certificate Principal Balance of the Class M-3
Certificates immediately prior to such Distribution Date exceeds (y) the lesser
of (A) the product of (i) approximately 96.6% and (ii) the Aggregate Loan
Balance for such Distribution Date and (B) the amount, if any, by which (i) the
Aggregate Loan Balance for such Distribution Date exceeds (ii) 0.50% of the
Aggregate Loan Balance as of the Cut-off Date.

         CLASS M-4 CERTIFICATE: Any Certificate designated as a "Class M-4
Certificate" on the face thereof, in the form of Exhibit A-2 hereto,
representing the right to its Percentage Interest of distributions provided for
the Class M-4 Certificates as set forth herein and evidencing a Regular Interest
in REMIC II.

         CLASS M-4 PASS-THROUGH RATE: With respect to each Distribution Date
thereafter, a per annum rate equal to the least of (i) the sum of One-Month
LIBOR for that Distribution Date plus (A) on or prior to the first possible
Optional Termination Date, 1.90% or (B) after the first possible Optional
Termination Date, 2.40%, (ii) the applicable Net Funds Cap, (iii) the Maximum
Interest Rate and (iv) the applicable Cap Rate.

         CLASS M-4 PRINCIPAL PAYMENT AMOUNT: With respect to any Distribution
Date on or after the Stepdown Date and as long as a Trigger Event is not in
effect with respect to such Distribution Date, the amount, if any, by which (x)
the sum of (i) the Certificate Principal Balances of the Senior, Class M-1,
Class M-2 and Class M-3 Certificates, in each case, after giving effect to
payments on such Distribution Date and (ii) the Certificate Principal Balance of
the Class M-4 Certificates immediately prior to such Distribution Date exceeds
(y) the lesser of (A) the product of (i) approximately 98.0% and (ii) the
Aggregate Loan Balance for such Distribution Date and (B) the amount, if any, by
which (i) the Aggregate Loan Balance for such Distribution Date exceeds (ii)
0.50% of the Aggregate Loan Balance as of the Cut-off Date.

         CLASS P CERTIFICATE: Any Certificate designated as a "Class P
Certificate" on the face thereof, in the form of Exhibit A-4 hereto,
representing the right to its Percentage Interest of distributions provided for
the Class P Certificates as set forth herein and evidencing a Regular Interest
in REMIC II.

         CLASS P CERTIFICATE ACCOUNT: The Eligible Account established and
maintained by the Trustee pursuant to Section 5.12(a).


                                      -10-
<PAGE>


         CLASS R CERTIFICATE: Any Certificate designated as a "Class R"
Certificate on the face thereof in the form of Exhibit A-5 hereto, representing
the right to its Percentage Interest of distributions provided for the Class R
Certificates as set forth herein and evidencing the Class R-I Interest and Class
R-II Interest.

         CLASS R-I INTEREST:  The uncertificated Residual Interest in REMIC I.

         CLASS R-II INTEREST:  The uncertificated Residual Interest in REMIC II.

         CLASS X CERTIFICATE: Any Certificate designated as a "Class X
Certificate" on the face thereof, in the form of Exhibit A-3 hereto,
representing the right to its Percentage Interest of distributions provided for
the Class X Certificates as set forth herein and evidencing a Regular Interest
in REMIC II.

         CLASS X DISTRIBUTION AMOUNT: With respect to any Distribution Date and
the Class X Certificates, the sum of (i) the Excess Cap Payment, (ii) the
Current Interest and Carryforward Interest and (iii) any Overcollateralization
Release Amount for such Distribution Date remaining after payments pursuant to
items 1 though 11 of clause 5.06(iii); provided, however that on and after the
Distribution Date on which the Certificate Principal Balance of the Publicly
Offered Certificates and Class III-A-4 Certificates have been reduced to zero,
the Class X Distribution Amount shall include the Overcollateralization Amount.

         CLASS X PASS-THROUGH RATE: On any Distribution Date, a per annum rate
equal to the percentage equivalent of a fraction, the numerator of which is the
sum of the amounts calculated pursuant to clauses (A) through (N) below, and the
denominator of which is the aggregate of the Uncertificated Principal Balances
of REMIC I Regular Interest LTI-AA, REMIC I Regular Interest LTI-IA1, REMIC I
Regular Interest LTI-IA2, REMIC I Regular Interest LTI-IIA, REMIC I Regular
Interest LTI-IIIA1, REMIC I Regular Interest LTI-IIIA2, REMIC I Regular Interest
LTI-IIIA3, REMIC I Regular Interest LTI-IIIA4, REMIC I Regular Interest
LTI-IIIA5, REMIC I Regular Interest LTI-M1, REMIC I Regular Interest LTI-M2,
REMIC I Regular Interest LTI-M3, REMIC I Regular Interest LTI-M4 and REMIC I
Regular Interest LTI-ZZ. For purposes of calculating the Pass-Through Rate for
the Class X Certificates, the numerator is equal to the sum of the following
components:

                  (A)      the Uncertificated REMIC I Pass-Through Rate for
REMIC I Regular Interest LTII-AA minus the Marker Rate, applied to an amount
equal to the Uncertificated Principal Balance of REMIC I Regular Interest
LTII-AA;

                  (B)      the Uncertificated REMIC I Pass-Through Rate for
REMIC I Regular Interest LTI-IA1 minus the Marker Rate, applied to an amount
equal to the Uncertificated Principal Balance of REMIC I Regular Interest
LTI-IA1;

                  (C)      the Uncertificated REMIC I Pass-Through Rate for
REMIC I Regular Interest LTI-IA2 minus the Marker Rate, applied to an amount
equal to the Uncertificated Principal Balance of REMIC I Regular Interest
LTI-IA2;


                                      -11-
<PAGE>


                  (D)      the Uncertificated REMIC I Pass-Through Rate for
REMIC I Regular Interest LTI-IIA minus the Marker Rate, applied to an amount
equal to the Uncertificated Principal Balance of REMIC I Regular Interest
LTI-IIA;

                  (E)      the Uncertificated REMIC I Pass-Through Rate for
REMIC I Regular Interest LTI-IIIA1 minus the Marker Rate, applied to an amount
equal to the Uncertificated Principal Balance of REMIC I Regular Interest
LTI-IIIA1;

                  (F)      the Uncertificated REMIC I Pass-Through Rate for
REMIC I Regular Interest LTI-IIIA2 minus the Marker Rate, applied to an amount
equal to the Uncertificated Principal Balance of REMIC I Regular Interest
LTI-IIIA2;

                  (G)      the Uncertificated REMIC I Pass-Through Rate for
REMIC I Regular Interest LTI-IIIA3 minus the Marker Rate, applied to an amount
equal to the Uncertificated Principal Balance of REMIC I Regular Interest
LTI-IIIA3;

                  (H)      the Uncertificated REMIC I Pass-Through Rate for
REMIC I Regular Interest LTI-IIIA4 minus the Marker Rate, applied to an amount
equal to the Uncertificated Principal Balance of REMIC I Regular Interest
LTI-IIIA4;

                  (I)      the Uncertificated REMIC I Pass-Through Rate for
REMIC I Regular Interest LTI-IIIA5 minus the Marker Rate, applied to an amount
equal to the Uncertificated Principal Balance of REMIC I Regular Interest
LTI-IIIA5;

                  (J)      the Uncertificated REMIC I Pass-Through Rate for
REMIC I Regular Interest LTI-M1 minus the Marker Rate, applied to an amount
equal to the Uncertificated Principal Balance of REMIC I Regular Interest
LTI-M1;

                  (K)      the Uncertificated REMIC I Pass-Through Rate for
REMIC I Regular Interest LTI-M2 minus the Marker Rate, applied to an amount
equal to the Uncertificated Principal Balance of REMIC I Regular Interest
LTI-M2;

                  (L)      the Uncertificated REMIC I Pass-Through Rate for
REMIC I Regular Interest LTI-M3 minus the Marker Rate, applied to an amount
equal to the Uncertificated Principal Balance of REMIC I Regular Interest
LTI-M3;

                  (M)      the Uncertificated REMIC I Pass-Through Rate for
REMIC I Regular Interest LTI-M4 minus the Marker Rate, applied to an amount
equal to the Uncertificated Principal Balance of REMIC I Regular Interest
LTI-M4; and

                  (N)      the Uncertificated REMIC I Pass-Through Rate for
REMIC I Regular Interest LTI-ZZ minus the Marker Rate, applied to an amount
equal to the Uncertificated Principal Balance of REMIC I Regular Interest
LTI-ZZ.

         CLEANUP CALL:  As defined in Section 10.01.

         CLOSING DATE:  November 29, 2004.


                                      -12-
<PAGE>


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

         COMPENSATING INTEREST: An amount to be deposited in the Distribution
Account by the Servicer to offset a Prepayment Interest Shortfall on a Mortgage
Loan subject to this Agreement; provided, however that the amount of
Compensating Interest required to be paid in respect of any Mortgage Loan shall
not exceed the Servicing Fee payable to the Servicer.

         CORPORATE TRUST OFFICE: The designated office of the Trustee 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 4 New York Plaza, 6th Floor, New York, New York 10004,
Attention: Institutional Trust Services/Global Debt, Nomura Asset Acceptance
Corporation, Alternative Loan Trust, Series 2004-AR3, or at such other address
as the Trustee may designate from time to time.

         CORRESPONDING CERTIFICATE: WITH RESPECT TO:

                  (i)      REMIC I Regular Interest LTI-IA1, the Class I-A-1
                           Certificates,

                  (ii)     REMIC I Regular Interest LTI-IA2, the Class I-A-2
                           Certificates,

                  (iii)    REMIC I Regular Interest LTI-IIA, the Class II-A
                           Certificates;

                  (iv)     REMIC I Regular Interest LTI-IIIA1, the Class III-A-1
                           Certificates;

                  (v)      REMIC I Regular Interest LTI-IIIA2, the Class III-A-2
                           Certificates;

                  (vi)     REMIC I Regular Interest LTI-IIIA3, the Class III-A-3
                           Certificates;

                  (vii)    REMIC I Regular Interest LTI-IIIA4, the Class III-A-4
                           Certificates;

                  (viii)   REMIC I Regular Interest LTI-IIIA5, the Class III-A-5
                           Certificates;

                  (ix)     REMIC I Regular Interest LTI-M1, the Class M-1
                           Certificates;

                  (x)      REMIC I Regular Interest LTI-M2, the Class M-2
                           Certificates;

                  (xi)     REMIC I Regular Interest LTI-M3, the Class M-3
                           Certificates;

                  (xii)    REMIC I Regular Interest LTI-M4, the Class M-4
                           Certificates; and

                  (xiii)   REMIC I Regular Interest LTI-P, the Class P
                           Certificates.

         CREDIT RISK MANAGEMENT AGREEMENT: The agreement between the Credit Risk
Manager and the Servicer, dated as of November 29, 2004.

         CREDIT RISK MANAGEMENT FEE: As to each Mortgage Loan and any
Distribution Date, an amount equal to 1/12th of the Credit Risk Management Fee
Rate multiplied by the Stated Principal Balance of such Mortgage Loan as of the
last day of the related Due Period. The Credit Risk Management Fee shall be
payable to the Credit Risk Manager and/or the Seller pursuant to Section
4.07(a)(vii) and 4.08(b).

         CREDIT RISK MANAGEMENT FEE RATE: 0.015% per annum.

         CREDIT RISK MANAGER:  The Murrayhill Company, a Colorado corporation.

         CURRENT INTEREST: With respect to any Class of Publicly Offered
Certificates and the Class III-A-4 Certificates and any Distribution Date, the
amount of interest accruing at the applicable Pass-Through Rate on the related
Certificate Principal Balance during the related Accrual Period; provided, that
as to each Class of Publicly Offered Certificates and the Class III-A-4
Certificates,


                                      -13-
<PAGE>


the Current Interest will be reduced by a pro rata portion of any Net Interest
Shortfalls to the extent not covered by excess interest. No Current Interest
will be payable with respect to any Class of Publicly Offered Certificates or
the Class III-A-4 Certificates after the Distribution Date on which the
outstanding Certificate Principal Balance of such Certificate has been reduced
to zero.

         CUSTODIAL ACCOUNT: The account established and maintained by the
Servicer with respect to receipts on the Mortgage Loans and related REO
Properties in accordance with Section 4.01.

         CUSTODIAN: JPMorgan Chase Bank, N.A., a national banking association.

         CUT-OFF DATE:  November 1, 2004.

         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 Principal Prepayments received prior to the Cut-off Date and
scheduled payments of principal due on or before the Cut-off Date, whether or
not received, but without giving effect to any installments of principal
received in respect of Due Dates after the Cut-off Date.

         DEBT SERVICE REDUCTION: Means a reduction in the amount of the monthly
payment due on a Mortgage Loan as established by a bankruptcy court in a
bankruptcy of the related Mortgagor, except a reduction constituting a Deficient
Valuation or any reduction that results in permanent forgiveness of principal.

         DEFERRED AMOUNT: With respect to the Class I-A-2 Certificates, Class
III-A-3 Certificates, Class III-A-5 Certificates or any Class of Subordinate
Certificates and any Distribution Date, the amount by which (x) the aggregate of
the Applied Loss Amounts previously applied in reduction of the Certificate
Principal Balance thereof exceeds (y) the aggregate of amounts previously paid
in reimbursement thereof and the amount by which the Certificate Principal
Balance of any such Class has been increased due to the collection of Subsequent
Recoveries.

         DEFICIENT VALUATION: Means the difference between the Stated Principal
Balance of a Mortgage Loan and a reduced secured debt as a result of a
bankruptcy court establishing the value of the Mortgaged Property at an amount
less than the then Stated Principal Balance of the Mortgage Loan in connection
with a bankruptcy of the related Mortgagor.

         DEFINITIVE CERTIFICATES: As defined in Section 6.06.

         DELETED MORTGAGE LOAN: A Mortgage Loan replaced or to be replaced by a
Replacement Mortgage Loan.

         DELINQUENCY RATE: With respect to the Mortgage Loans and any calendar
month will be, generally, the fraction, expressed as a percentage, the numerator
of which is the Aggregate Loan Balance of all Mortgage Loans 60 or more days
delinquent (including all Mortgage Loans in bankruptcy or foreclosure and all
REO Properties) as of the close of business on the last day of such month, and
the denominator of which is the Aggregate Loan Balance as of the close of
business on the last day of such month.


                                      -14-
<PAGE>


         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 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 Principal Balance of this
Certificate".

         DEPOSITOR: Nomura Asset Acceptance Corporation, 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 Class of 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
I.

         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 15th day
of the month of such Distribution Date or, if such 15th day is not a Business
Day, the immediately preceding Business Day.

         DISTRIBUTION ACCOUNT: Each trust account or accounts related to the
Mortgage Loans created and maintained by the Trustee pursuant to Section 4.06 in
the name of the Trustee for the benefit of the Certificateholders and designated
"JPMorgan Chase Bank, N.A., in trust for registered holders of Nomura Asset
Acceptance Corporation, Mortgage Pass-Through Certificates, Series 2004-AR3".
Funds in the Distribution Account shall be held in trust for the
Certificateholders for the uses and purposes set forth in this Agreement. The
Distribution Account shall be an Eligible Account.

         DISTRIBUTION DATE: The 25th day of each calendar month after the
initial issuance of the Certificates, or if such 25th day is not a Business Day,
the next succeeding Business Day, commencing in December 2004.

         DUE DATE: As to any Mortgage Loan, the date in each month on which the
related Scheduled Payment is due, as set forth in the related Mortgage Note.


                                      -15-
<PAGE>


         DUE PERIOD: With respect to any Distribution Date, the period from the
second day of the calendar month preceding the calendar month in which such
Distribution Date occurs through close of business on the first day of the
calendar 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 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 segregated, non-interest bearing 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 as evidenced in writing by
the Rating Agencies. Eligible Accounts may bear interest, and may include, if
otherwise qualified under this definition, accounts maintained with the Trustee.

         ESCROW ACCOUNT: Shall mean the accounts maintained by the Servicer
pursuant to Section 4.04. Each Escrow Account shall be an Eligible Account.

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

         ERISA RESTRICTED CERTIFICATE: Each of the Class X, Class P and Residual
Certificates.

         EXCESS CAP PAYMENT: With respect to any Distribution Date, the excess,
if any, of (1) the cap payments made by the counterparty under the Cap Contract
with respect to the Class II-A Certificates or Class III-A-2 Certificates, as
applicable, over (2) the amount of the Basis Risk Shortfalls attributable to the
Class II-A Certificates or Class III-A-2 Certificates, as applicable, for such
Distribution Date.

         EXCESS LIQUIDATION PROCEEDS: To the extent not required by law to be
paid to the related Mortgagor, the excess, if any, of any Liquidation Proceeds
with respect to a Mortgage Loan over the Stated Principal Balance of such
Mortgage Loan and accrued and unpaid interest at the related Mortgage Rate
through the last day of the month in which the Mortgage Loan has been
liquidated.

         EXEMPTION: Prohibited Transaction Exemption 93-32, as amended from time
to time.

         FANNIE MAE: Fannie Mae (formerly, Federal National Mortgage
Association), or any successor thereto.

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


                                      -16-
<PAGE>


         FINAL CERTIFICATION: The certification of the Custodian in the form
attached hereto as Exhibit C-3.

         FINAL RECOVERY DETERMINATION: With respect to any defaulted Mortgage
Loan or any REO Property (other than a Mortgage Loan or REO Property purchased
by the Seller or the Class X Certificateholder pursuant to or as contemplated by
Section 2.03(c) or Section 10.01), a determination made by the Servicer pursuant
to this Agreement that all Insurance Proceeds, Liquidation Proceeds and other
payments or recoveries which the Servicer, in its reasonable good faith
judgment, expects to be finally recoverable in respect thereof have been so
recovered. The Trustee shall maintain records, based solely on information
provided by the Servicer, of each Final Recovery Determination made thereby.

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

         FREDDIE MAC: Federal Home Loan Mortgage Corporation, or any successor
thereto.

         GROSS MARGIN: With respect to each Mortgage Loan, the fixed percentage
set forth in the related Mortgage Note that is added to the Index on each
Adjustment Date in accordance with the terms of the related Mortgage Note used
to determine the Mortgage Rate for such Mortgage Loan.

         GROUP I CERTIFICATES: The Class I-A-1 Certificates and Class I-A-2
Certificates.

         GROUP I ALLOCATION AMOUNT: With respect to any Distribution Date, the
product of the Senior Principal Payment Amount for that distribution date and a
fraction the numerator of which is the Principal Remittance Amount derived from
the Group I Mortgage Loans and the denominator of which is the Principal
Remittance Amount, in each case for that Distribution Date.

         GROUP I EXCESS INTEREST AMOUNT: With respect to any Distribution Date,
the product of the Monthly Excess Interest required to be distributed on that
Distribution Date pursuant to Section 5.06(iii)(1)(A) and a fraction the
numerator of which is the Principal Remittance Amount derived from the Group I
Mortgage Loans and the denominator of which is Principal Remittance Amount, in
each case for that Distribution Date.

         GROUP I MORTGAGE LOANS: Those Mortgage Loans identified on the Mortgage
Loan Schedule as Group I Mortgage Loans.

         GROUP II CERTIFICATES: The Class II-A Certificates.

         GROUP II ALLOCATION AMOUNT: With respect to any Distribution Date, the
product of the Senior Principal Payment Amount for that distribution date and a
fraction the numerator of which is the Principal Remittance Amount derived from
the Group II Mortgage Loans and the denominator of which is the Principal
Remittance Amount, in each case for that Distribution Date.

         GROUP II EXCESS INTEREST AMOUNT: With respect to any Distribution Date,
the product of the Monthly Excess Interest required to be distributed on that
Distribution Date pursuant


                                      -17-
<PAGE>


to Section 5.06(iii)(1)(A) and a fraction the numerator of which is the
Principal Remittance Amount derived from the Group II Mortgage Loans and the
denominator of which is Principal Remittance Amount, in each case for that
Distribution Date.

         GROUP II MORTGAGE LOANS: Those Mortgage Loans identified on the
Mortgage Loan Schedule as Group II Mortgage Loans.

         GROUP III CERTIFICATES: The Class III-A-1, Class III-A-2, Class
III-A-3, Class III-A-4 and Class III-A-5 Certificates.

         GROUP III ALLOCATION AMOUNT: With respect to any Distribution Date, the
product of the Senior Principal Payment Amount for that distribution date and a
fraction the numerator of which is the Principal Remittance Amount derived from
the Group III Mortgage Loans and the denominator of which is the Principal
Remittance Amount, in each case for that Distribution Date.

         GROUP III EXCESS INTEREST AMOUNT: With respect to any Distribution
Date, the product of the Monthly Excess Interest required to be distributed on
that Distribution Date pursuant to Section 5.06(iii)(1)(A) and a fraction the
numerator of which is the Principal Remittance Amount derived from the Group III
Mortgage Loans and the denominator of which is Principal Remittance Amount, in
each case for that Distribution Date.

         GROUP III MORTGAGE LOANS: Those Mortgage Loans identified on the
Mortgage Loan Schedule as Group III Mortgage Loans.

         GROUP III TRIGGER EVENT: With respect to any Distribution Date, a Group
III Trigger Event will be in effect if (i) before the 37th Distribution Date
following the Closing Date, the aggregate amount of Realized Losses incurred
during the period from the Cut-off Date through the last day of the related
Prepayment Period divided by the Aggregate Loan Balance as of the Cut-off Date
exceeds 1.10% or (ii) on or after the 37th Distribution Date following the
Closing Date, a Trigger Event is in effect.

         INDEMNIFIED PERSONS: The Trustee, the Servicer (including any successor
to the Servicer), the Custodian, the Trust Fund and their officers, directors,
agents and employees and, with respect to the Trustee, any separate co-trustee
and its officers, directors, agents and employees.

         INDEX: As of any Adjustment Date, the index applicable to the
determination of the Mortgage Rate on each Mortgage Loan which will generally be
based on Six-Month LIBOR, One-Year LIBOR or One-Year CMT.

         INITIAL CERTIFICATE PRINCIPAL BALANCE: With respect to any Certificate,
the Certificate Principal Balance of such Certificate or any predecessor
Certificate on the Closing Date.

         INITIAL CERTIFICATION: The certification of the Custodian in the form
attached hereto as Exhibit C-1.

         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 Policies.


                                      -18-
<PAGE>


         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 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 servicing standard set forth in Section 3.01
other than any amount included in such Insurance Proceeds in respect of Insured
Expenses.

         INSURED EXPENSES: Expenses covered by any Insurance Policy with respect
to the Mortgage Loans.

         INTEREST DETERMINATION DATE: Shall mean the second LIBOR Business Day
preceding the commencement of each Accrual Period.

         INTEREST REMITTANCE AMOUNT: With respect to any Distribution Date, (i)
the sum, without duplication, of (a) all scheduled interest during the related
Due Period with respect to the Mortgage Loans less the Servicing Fee and the fee
payable to any provider of lender-paid mortgage insurance, if any, (b) all
Advances relating to interest with respect to the Mortgage Loans made on or
prior to the related Remittance Date, (c) all Compensating Interest with respect
to the Mortgage Loans and required to be remitted by the Servicer pursuant to
this Agreement with respect to such Distribution Date, (d) Liquidation Proceeds
and Subsequent Recoveries with respect to the Mortgage Loans collected during
the related Prepayment Period (to the extent such Liquidation Proceeds and
Subsequent Recoveries relate to interest), (e) all amounts relating to interest
with respect to each Mortgage Loan repurchased by the Seller pursuant to
Sections 2.02 and 2.03 and (f) all amounts in respect of interest paid by the
Class X Certificateholder pursuant to Section 10.01 to the extent remitted by
the Servicer to the Distribution Account pursuant to this Agreement, minus (ii)
all amounts relating to interest required to be reimbursed pursuant to Sections
4.02, 4.04, 4.06, 4.07 and 9.05 or as otherwise set forth in this Agreement.

         INTEREST SHORTFALL: With respect to any Distribution Date, the
aggregate shortfall, if any, in collections of interest (adjusted to the related
Net Mortgage Rates) on Mortgage Loans resulting from (a) Principal Prepayments
in full received during the related Prepayment Period, (b) partial Principal
Prepayments received during the related Prepayment Period to the extent applied
prior to the Due Date in the month of the Distribution Date and (c) interest
payments on certain of the Mortgage Loans being limited pursuant to the
provisions of the Relief Act.

         INTERIM CERTIFICATION: The certification of the Custodian in the form
attached hereto as Exhibit C-3.

         LAST SCHEDULED DISTRIBUTION DATE: The Distribution Date in November
2034.

         LATEST POSSIBLE MATURITY DATE: The Distribution Date following the
final scheduled maturity date of the Mortgage Loan in the Trust Fund having the
latest scheduled maturity date as of the Cut-off Date. For purposes of the
Treasury Regulations under Code section 860A through 860G, the latest possible
maturity date of each regular interest issued by REMIC I and REMIC II shall be
the Latest Possible Maturity Date.


                                      -19-
<PAGE>


         LIBOR BUSINESS DAY: Shall mean a day on which banks are open for
dealing in foreign currency and exchange in London.

         LIBOR DETERMINATION DATE: The second LIBOR Business Day before the
first day of the related Accrual Period.

         LIQUIDATED 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 Servicer has certified in the related Prepayment
Period that it has received all amounts it expects to receive in connection with
such liquidation.

         LIQUIDATION PROCEEDS: Amounts, other than Insurance Proceeds, received
in connection with the partial or complete liquidation of a Mortgage Loan,
whether through trustee's sale, foreclosure sale or otherwise, or in connection
with any condemnation or partial release of a Mortgaged Property and any other
proceeds received with respect to an REO Property, less the sum of related
unreimbursed Advances, Servicing Fees and Servicing Advances and all expenses of
liquidation, including property protection expenses and foreclosure and sale
costs, including court and reasonable attorneys fees.

         LOAN GROUP: Any of Loan Group I, Loan Group II or Loan Group III. "Loan
Group I" refers to the Group I Mortgage Loans, "Loan Group II" refers to the
Group II Mortgage Loans, and so on.

         LOAN-TO-VALUE RATIO: The fraction, expressed as a percentage, the
numerator of which is the original principal balance of the Mortgage Loan and
the denominator of which is the Appraised Value of the related Mortgaged
Property.

         MAJORITY CLASS X CERTIFICATEHOLDER: The Holder of a 50.01% or greater
Percentage Interest in the Class X Certificates.

         MARKER RATE: With respect to the Offered Certificates and any
Distribution Date, a per annum rate equal to two (2) times the weighted average
of the Uncertificated REMIC I Pass-Through Rates for REMIC I Regular Interest
LTI-IA1, REMIC I Regular Interest LTI-IA2, REMIC I Regular Interest LTI-IIA,
REMIC I Regular Interest LTI-IIIA1, REMIC I Regular Interest LTI-IIIA2, REMIC I
Regular Interest LTI-IIIA3, REMIC I Regular Interest LTI-IIIA4, REMIC I Regular
Interest LTI-IIIA5, REMIC I Regular Interest LTI-M1, REMIC I Regular Interest
LTI-M2, REMIC I Regular Interest LTI-M3, REMIC I Regular Interest LTI-M4 and
REMIC I Regular Interest LTI-ZZ, with the per annum rate on REMIC I Regular
Interest LTI-IA1 subject to a cap equal to the excess of (i) the weighted
average Net Mortgage Rate of the Group I Mortgage Loans over (ii) 0.475% for the
purpose of this calculation; with the per annum rate on REMIC I Regular Interest
LTI-IA2 subject to a cap equal to the excess of (i) the weighted average Net
Mortgage Rate of the Group I Mortgage Loans over (ii) 0.390% for the purpose of
this calculation; with the per annum rate on REMIC I Regular Interest LTI-IIA
subject to a cap equal to the least of (w) One-Month LIBOR plus the Certificate
Margin for the Corresponding Certificate, (x) the applicable Net Funds Cap for
the Corresponding Certificate, (y) the Maximum Interest Rate for the
Corresponding Certificate and (z) the applicable Cap Rate for the


                                      -20-
<PAGE>


Corresponding Certificate for the purpose of this calculation; with the per
annum rate on REMIC I Regular Interest LTI-IIIA1 subject to a cap equal to the
least of (w) One-Month LIBOR plus the Certificate Margin for the Corresponding
Certificate, (x) the applicable Net Funds Cap for the Corresponding Certificate,
(y) the Maximum Interest Rate for the Corresponding Certificate and (z) the
applicable Cap Rate for the Corresponding Certificate for the purpose of this
calculation; with the per annum rate on REMIC I Regular Interest LTI-IIIA2
subject to a cap equal to the least of (w) One-Month LIBOR plus the Certificate
Margin for the Corresponding Certificate, (x) the applicable Net Funds Cap for
the Corresponding Certificate, (y) the Maximum Interest Rate for the
Corresponding Certificate and (z) the applicable Cap Rate for the Corresponding
Certificate for the purpose of this calculation; with the per annum rate on
REMIC I Regular Interest LTI-IIIA3 subject to a cap equal to the least of (w)
One-Month LIBOR plus the Certificate Margin for the Corresponding Certificate,
(x) the applicable Net Funds Cap for the Corresponding Certificate, (y) the
Maximum Interest Rate for the Corresponding Certificate and (z) the applicable
Cap Rate for the Corresponding Certificate for the purpose of this calculation;
with the per annum rate on REMIC I Regular Interest LTI-IIIA4 subject to a cap
equal to the least of (w) One-Month LIBOR plus the Certificate Margin for the
Corresponding Certificate, (x) the applicable Net Funds Cap for the
Corresponding Certificate, (y) the Maximum Interest Rate for the Corresponding
Certificate and (z) the applicable Cap Rate for the Corresponding Certificate
for the purpose of this calculation; with the per annum rate on REMIC I Regular
Interest LTI-IIIA5 subject to a cap equal to the least of (w) One-Month LIBOR
plus the Certificate Margin for the Corresponding Certificate, (x) the
applicable Net Funds Cap for the Corresponding Certificate, (y) the Maximum
Interest Rate for the Corresponding Certificate and (z) the applicable Cap Rate
for the Corresponding Certificate for the purpose of this calculation; with the
per annum rate on REMIC I Regular Interest LTI-M1 subject to a cap equal to the
least of (w) One-Month LIBOR plus the Certificate Margin for the Corresponding
Certificate, (x) the applicable Net Funds Cap for the Corresponding Certificate,
(y) the Maximum Interest Rate for the Corresponding Certificate and (z) the
applicable Cap Rate for the Corresponding Certificate for the purpose of this
calculation; with the rate on REMIC I Regular Interest LTI-M2 subject to a cap
equal to the least of (w) One-Month LIBOR plus the Certificate Margin for the
Corresponding Certificate, (x) the applicable Net Funds Cap for the
Corresponding Certificate, (y) the Maximum Interest Rate for the Corresponding
Certificate and (z) the applicable Cap Rate for the Corresponding Certificate
for the purpose of this calculation; with the per annum rate on REMIC I Regular
Interest LTI-M3 subject to a cap equal to the least of (w) One-Month LIBOR plus
the Certificate Margin for the Corresponding Certificate, (x) the applicable Net
Funds Cap for the Corresponding Certificate, (y) the Maximum Interest Rate for
the Corresponding Certificate and (z) the applicable Cap Rate for the
Corresponding Certificate for the purpose of this calculation; with the per
annum rate on REMIC I Regular Interest LTI-M4 subject to a cap equal to the
least of (w) One-Month LIBOR plus the Certificate Margin for the Corresponding
Certificate, (x) the applicable Net Funds Cap for the Corresponding Certificate,
(y) the Maximum Interest Rate for the Corresponding Certificate and (z) the
applicable Cap Rate for the Corresponding Certificate for the purpose of this
calculation; and with the per annum rate on REMIC I Regular Interest LTI-ZZ
subject to a cap of zero for the purpose of this calculation; provided, however,
that for this purpose, the calculation of the Uncertificated REMIC I
Pass-Through Rate and the related cap with respect to each such REMIC I Regular
Interest (other than REMIC I Regular Interest LTI-IA1, REMIC I Regular Interest
LTI-IA2 and REMIC I Regular Interest LTI-ZZ) shall be multiplied by a fraction,
the numerator of which is the actual number of days in the Accrual Period and
the denominator of which is 30.


                                      -21-
<PAGE>


         MAXIMUM INTEREST RATE: With respect to any Distribution Date and the
related Accrual Period and the Group II Certificates and Group III Certificates,
an annual rate equal to the weighted average of the Maximum Mortgage Interest
Rates of the Mortgage Loans in the related Loan Group minus the weighted average
expense rate of the Mortgage Loans in the related Loan Group. With respect to
any Distribution Date and the Subordinate Certificates, an annual rate equal to
the weighted average of the Maximum Mortgage Interest Rates of the Mortgage
Loans minus the weighted average expense fee rate of the Mortgage Loans.

         MAXIMUM MORTGAGE INTEREST RATE: With respect to each Mortgage Loan, the
percentage set forth in the related Mortgage Note as the maximum Mortgage Rate
thereunder.

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

         MERS(R) SYSTEM: The system of recording transfers of Mortgages
electronically maintained by MERS.

         MIN: The Mortgage Identification Number for Mortgage Loans registered
with MERS on the MERS(R) System.

         MINIMUM MORTGAGE INTEREST RATE: With respect to each Mortgage Loan, the
percentage set forth in the related Mortgage Note as the minimum Mortgage Rate
thereunder.

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

         MONTHLY EXCESS CASHFLOW: With respect to any Distribution Date, means
the sum of (a) the Monthly Excess Interest, (b) the Overcollateralization
Release Amount, if any, for such Distribution Date, and (c) the Principal
Remittance Amount remaining following payments of the Principal Payment Amount
to the Senior Certificates and Subordinate Certificates.

         MONTHLY EXCESS INTEREST: With respect to any Distribution Date, the
excess of (x) the Interest Remittance Amount for such Distribution Date over (y)
the sum of Current Interest and Carryforward Interest on the Senior Certificates
and Subordinate Certificates for such Distribution Date.

         MONTHLY STATEMENT: The statement delivered to the Certificateholders
pursuant to Section 5.09.

         MOODY'S: Moody's Investors Service, Inc. or its successor in interest.

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

         MORTGAGE FILE: The mortgage documents listed in Section 2.01 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.


                                      -22-
<PAGE>


         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.

         MORTGAGE LOAN PURCHASE AGREEMENT: The Mortgage Loan Purchase Agreement
dated as of November 29, 2004, between the Seller, as seller and the Depositor,
as purchaser.

         MORTGAGE LOAN SCHEDULE: The list of Mortgage Loans (as from time to
time amended by the 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, the initial Mortgage Loan Schedule being
attached hereto as Exhibit B-1, setting forth the following information with
respect to each Mortgage Loan:

                  (i)      the loan number;

                  (ii)     the Mortgage Rate in effect as of the Cut-off Date;

                  (iii)    the Servicing Fee Rate;

                  (iv)     the Net Mortgage Rate in effect as of the Cut-off
                           Date;

                  (v)      the maturity date;

                  (vi)     the original principal balance;

                  (vii)    the Cut-off Date Principal Balance;

                  (viii)   the original term;

                  (ix)     the remaining term;

                  (x)      the property type;

                  (xi)     with respect to each MOM Loan, the related MIN;

                  (xii)    the Servicer;

                  (xiii)   a code indicating whether the Mortgage Loan is
                           subject to a Prepayment Charge, the term of such
                           Prepayment Charge and the amount of such Prepayment
                           Charge;

                  (xiv)    the first Adjustment Date;

                  (xv)     the Gross Margin;

                  (xvi)    the Maximum Mortgage Interest Rate under the terms of
                           the Mortgage Note;


                                      -23-
<PAGE>


                  (xvii)   the Minimum Mortgage Interest Rate under the terms of
                           the Mortgage Note;

                  (xviii)  the Periodic Rate Cap;

                  (xix)    the first Adjustment Date immediately following the
                           Cut-off Date;

                  (xx)     the Index; and

                  (xxi)    the related Loan Group.

Such schedule shall also set forth the aggregate Cut-off Date Principal Balance
for all of the Mortgage Loans.

         MORTGAGE NOTE: The original executed note or other evidence of
indebtedness of a Mortgagor under a Mortgage Loan.

         MORTGAGE RATE: The annual rate of interest borne by a Mortgage Note
which rate (A) as of any date of determination until the first Adjustment Date
following the Cut-off Date shall be the rate set forth in the Loan Schedule as
the Mortgage Rate in effect immediately following the Cut-off Date and (B) as of
any date of determination thereafter shall be the rate as adjusted on the most
recent Adjustment Date equal to the sum, rounded to the nearest 0.125% as
provided in the Mortgage Note, of the Index, as most recently available as of a
date prior to the Adjustment Date as set forth in the related Mortgage Note,
plus the related Gross Margin; provided that the Mortgage Rate on such Mortgage
Loan on any Adjustment Date shall never be more than the lesser of (i) the sum
of the Mortgage Rate in effect immediately prior to the Adjustment Date plus the
related Periodic Rate Cap, if any, and (ii) the related Maximum Mortgage
Interest Rate, and shall never be less than the greater of (i) the Mortgage Rate
in effect immediately prior to the Adjustment Date less the Periodic Rate Cap,
if any, and (ii) the related Minimum Mortgage Interest Rate. With respect to
each Mortgage Loan that becomes an REO Property, as of any date of
determination, the annual rate determined in accordance with the immediately
preceding sentence as of the date such Mortgage Loan became an REO Property.

         MORTGAGED PROPERTY: The underlying property securing a Mortgage Loan.

         MORTGAGOR: The obligors on a Mortgage Note.

         NET FUNDS CAP: With respect to any Distribution Date and the Group II
Certificates, (a) a fraction expressed as a percentage, the numerator of which
is the product of (1) the related Optimal Interest Remittance Amount and (2) 12,
and the denominator of which is the Aggregate Loan Group Balance for Loan Group
II for the immediately preceding Distribution Date, multiplied by (b) a
fraction, expressed as a percentage, the numerator of which is 30 and the
denominator of which is the actual number of days elapsed in the immediately
preceding Accrual Period. For federal income tax purposes, the equivalent of the
foregoing shall be expressed as the weighted average of the Uncertificated REMIC
I Pass-Through Rate on REMIC I Regular Interest LTI-2GRP, weighted on the basis
of the Uncertificated Principal Balance of such REMIC I Regular Interest. With
respect to any Distribution Date and the Group III Certificates, (a) a fraction
expressed as a percentage, the numerator of which is the product of (1) the
related Optimal Interest Remittance Amount and (2) 12, and the denominator of
which is the Aggregate


                                      -24-
<PAGE>


Loan Group Balance for Loan Group III for the immediately preceding distribution
date, multiplied by (b) a fraction, expressed as a percentage, the numerator of
which is 30 and the denominator of which is the actual number of days elapsed in
the immediately preceding Accrual Period. For federal income tax purposes, the
equivalent of the foregoing shall be expressed as the weighted average of the
Uncertificated REMIC I Pass-Through Rate on REMIC I Regular Interest LTI-3GRP,
weighted on the basis of the Uncertificated Principal Balance of such REMIC I
Regular Interest. With respect to any Distribution Date and the Subordinate
Certificates, (a) a fraction expressed as a percentage, the numerator of which
is the product of (1) the related Optimal Interest Remittance Amount and (2) 12,
and the denominator of which is the Aggregate Loan Group Balance of Loan Group
I, Loan Group II and Loan Group III for the immediately preceding Distribution
Date, weighted, in each case, on the basis of the Aggregate Loan Group Balance
of Loan Group I, Loan Group II and Loan Group III less the Certificate Principal
Balance of the related Senior Certificates, multiplied by (b) a fraction,
expressed as a percentage, the numerator of which is 30 and the denominator of
which is the actual number of days elapsed in the immediately preceding Accrual
Period. For federal income tax purposes, the equivalent of the foregoing shall
be expressed as the weighted average of the Uncertificated REMIC I Pass-Through
Rates on REMIC I Regular Interest LTI-1SUB, REMIC I Regular Interest LTI-2SUB
and REMIC I Regular Interest LTI-3SUB, in each case subject to a cap and a floor
equal to the weighted average Net Mortgage Rate of the Group I Mortgage Loans,
Group II Mortgage Loans and the Group III Mortgage Loans, respectively, weighted
in each case on the basis of the Uncertificated Principal Balance of each such
REMIC I Regular Interest.

         NET INTEREST SHORTFALLS means Interest Shortfalls net of payments by
the Servicer in respect of Compensating Interest.

         NET MORTGAGE RATE: As to each Mortgage Loan, and at any time, the per
annum rate equal to the related Mortgage Rate less the sum of (i) the Servicing
Fee Rate and (ii) the rate at which the fee payable to any provider of
lender-paid mortgage insurance is calculated, if applicable.

         NON-BOOK-ENTRY CERTIFICATE: Any Certificate other than a Book-Entry
Certificate.

         NONRECOVERABLE ADVANCE: Any portion of an Advance or Servicing Advance
previously made or proposed to be made by the Servicer pursuant to this
Agreement or the Trustee as Successor Servicer, that, in the good faith judgment
of the Servicer or the Trustee as Successor Servicer, will not or, in the case
of a proposed Advance or Servicing Advance, would not, be ultimately recoverable
by it from the related Mortgagor, related Liquidation Proceeds, Insurance
Proceeds or otherwise.

         OFFICER'S CERTIFICATE: A certificate (i) signed by the Chairman of the
Board, the Vice Chairman of the Board, the President, 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 or the
Trustee (or any other officer 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 a particular subject) or (ii), if provided for
in this Agreement, signed by a Authorized Servicer Representative, as the case
may be, and delivered to the Depositor, the Seller and/or the Trustee, as the
case may be, as required by this Agreement.


                                      -25-
<PAGE>


         ONE-MONTH LIBOR: With respect to any Accrual Period (other than the
first Accrual Period), 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. 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. The establishment of One-Month LIBOR on each Interest
Determination Date by the Trustee and the Trustee's calculation of the rate of
interest applicable to the Publicly Offered Certificates (other than the Group I
Certificates) and the Class III-A-4 Certificates for the related Accrual Period
shall, in the absence of manifest error, be final and binding. With respect to
the first Accrual Period, One-Month LIBOR shall equal 2.194% per annum.

         ONE-YEAR CMT: The weekly average yield on United States Treasury
Securities adjusted to a constant maturity of one year, as published in the
Federal Reserve Statistical Release H.15(519) as most recently announced as of a
date 45 days prior to such Adjustment Date

         ONE-YEAR LIBOR: The per annum rate equal to the average of interbank
offered rates for one-year U.S. dollar-denominated deposits in the London market
based on quotations of major banks as published in The Wall Street Journal and
are most recently available as of the time specified in the related mortgage
note

         OPINION OF COUNSEL: A written opinion of counsel, who may be counsel
for the Seller, the Depositor or the Servicer, reasonably acceptable to each
addressee of such opinion; provided that with respect to Section 2.05, 7.05 or
11.01, or the interpretation or application of the REMIC Provisions, such
counsel must (i) in fact be independent of the Seller, Depositor and the
Servicer, (ii) not have any direct financial interest in the Seller, Depositor
or the Servicer or in any affiliate of either, and (iii) not be connected with
the Seller, Depositor or the Servicer as an officer, employee, promoter,
underwriter, trustee, partner, director or person performing similar functions.

         OPTIMAL INTEREST REMITTANCE AMOUNT: With respect to any Distribution
Date will be equal to the excess of (i) the product of (1) (x) the weighted
average Net Mortgage Rates of the Mortgage Loans as of the first day of the
related Due Period minus, with respect to Loan Group 1, the sum of (A) the
product of (x) 0.475% and (y) the Certificate Principal Balance of the Class
I-A-1 Certificates divided by the aggregate Certificate Principal Balance of the
Group I Certificates and (B) the product of (x) 0.39% and (y) the Certificate
Principal Balance of the Class I-A-2 Certificates divided by the aggregate
Certificate Principal Balance of the Group I Certificates, divided by (y) 12 and
(2) the Aggregate Loan Balance for the immediately preceding Distribution Date,
over (ii) any expenses that reduce the Interest Remittance Amount that did not
arise as a result of a default or delinquency of the Mortgage Loans or were not
taken into account in computing the expense fee rate.


                                      -26-
<PAGE>


         OPTIONAL TERMINATION: The termination of the Trust Fund as a result of
the purchase of all of the Mortgage Loans and any related REO Property pursuant
to the last paragraph of Section 10.01.

         OPTIONAL TERMINATION DATE: The first Distribution Date on which the
Class X Certificateholder (so long as it is not an affiliate of the Seller) may
purchase, at its option, the Mortgage Loans and related REO Properties as
described in Section 10.01.

         OTS: The Office of Thrift Supervision or any successor thereto.

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

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

                  (b)      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 date of determination, 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 Loan,
prior to the end of the related Prepayment Period.

         OVERCOLLATERALIZATION AMOUNT: With respect to any Distribution Date,
the excess, if any, of (a) the Aggregate Loan Balance for such Distribution Date
over (b) the aggregate Certificate Principal Balance of the Publicly Offered
Certificates and the Class III-A-4 Certificates on such Distribution Date (after
taking into account the payment of 100% of the Principal Remittance Amount on
such Distribution Date).

         OVERCOLLATERALIZATION DEFICIENCY AMOUNT: With respect to any
Distribution Date, the amount, if any, by which (x) the Targeted
Overcollateralization Amount for such Distribution Date exceeds (y) the
Overcollateralization Amount for such Distribution Date, calculated for this
purpose after giving effect to the reduction on such Distribution Date of the
aggregate Certificate Principal Balance of the Publicly Offered Certificates and
the Class III-A-4 Certificates resulting from the payment of the Principal
Payment Amount on such Distribution Date, but prior to allocation of any Applied
Loss Amount on such Distribution Date.

         OVERCOLLATERALIZATION RELEASE AMOUNT: With respect to any Distribution
Date, the lesser of (x) the Principal Remittance Amount for such Distribution
Date and (y) the amount, if any, by which (1) the Overcollateralization Amount
for such date, calculated for this purpose on the basis of the assumption that
100% of the aggregate of the Principal Remittance Amount for such date is
applied on such date in reduction of the aggregate of the Certificate Principal
Balances of the Publicly Offered Certificates and the Class III-A-4
Certificates, exceeds (2) the Targeted Overcollateralization Amount for 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.


                                      -27-
<PAGE>


         PASS-THROUGH RATE: The Class I-A-1, Class I-A-2, Class II-A, Class
III-A-1, Class III-A-2, Class III-A-3, Class III-A-4, Class III-A-5, Class M-1,
Class M-2, Class M-3, Class M-4 and Class X Pass-Through Rate, as applicable.

         PAYAHEAD: Any Scheduled Payment intended by the related Mortgagor to be
applied in a Due Period subsequent to the Due Period in which such payment was
received.

         PERCENTAGE INTEREST: With respect to any Certificate of a specified
Class, the Percentage Interest set forth on the face thereof or the percentage
obtained by dividing the Denomination of such Certificate by the aggregate of
the Denominations of all Certificates of such Class.

         PERIODIC RATE CAP: With respect the Adjustment Date for an Mortgage
Loan, the fixed percentage set forth in the related Mortgage Note, which is the
maximum amount by which the Mortgage Rate for such Mortgage Loan may increase or
decrease (without regard to the Maximum Mortgage Interest Rate or the Minimum
Mortgage Interest Rate) on such Adjustment Date from the Mortgage Rate in effect
immediately prior to such Adjustment Date.

         PERMITTED INVESTMENTS: At any time, any one or more of the following
obligations and securities:

                  (i)      direct obligations of, or obligations fully
         guaranteed as to timely payment of principal and interest by, the
         United States or any agency thereof, provided such obligations are
         unconditionally 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 will not result in the downgrading or withdrawal of the
         ratings then assigned to the Certificates by each Rating Agency, as
         evidenced by a signed writing delivered by each 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 will not result in the
         downgrading or withdrawal of the ratings then assigned to the
         Certificates by each Rating Agency, as evidenced by a signed writing
         delivered by each 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 United States or of any
         state thereof and subject to supervision and examination by federal
         and/or state banking authorities (including the Trustee in its
         commercial banking capacity), provided that the commercial paper and/or
         long term unsecured debt obligations of such depository institution or
         trust company 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 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;


                                      -28-
<PAGE>


                  (vi)     demand or time deposits or certificates of deposit
         issued by any bank or trust company or savings institution to the
         extent that such deposits are fully insured by the FDIC;

                  (vii)    guaranteed reinvestment agreements issued by any
         bank, insurance company or other corporation containing, at the time of
         the issuance of such agreements, such terms and conditions as will not
         result in the downgrading or withdrawal of the rating then assigned to
         the Certificates by any such Rating Agency, as evidenced by a signed
         writing delivered by each Rating Agency;

                  (viii)   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;

                  (ix)     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, or such lower
         rating 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;

                  (x)      units of money market funds registered under the
         Investment Company Act of 1940 including funds managed or advised by
         the Trustee or an affiliate thereof having a rating by S&P of AAAm-G,
         AAA-m, or AA-m, and if rated by Moody's, rated Aaa, Aa1 or Aa2;

                  (xi)     short term investment funds sponsored by any trust
         company or banking association incorporated under the laws of the
         United States or any state thereof (including any such fund managed or
         advised by the Trustee or any affiliate 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 will not
         result in the downgrading or withdrawal of the ratings then assigned to
         the Certificates by each Rating Agency, as evidenced by a signed
         writing delivered by each Rating Agency; and

                  (xii)    such other 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, as
         evidenced by a signed writing delivered by each Rating Agency;

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


                                      -29-
<PAGE>


         PERMITTED TRANSFEREE: Any person other than (i) the United States, any
State or political subdivision thereof, any possession of the United States 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 Residual
Certificate, (iv) rural electric and telephone cooperatives described in section
1381(a)(2)(C) of the Code, (v) a Person that is not a citizen or resident of the
United States, a corporation, partnership (other than a partnership that has any
direct or indirect foreign partners) 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, 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 and (vi) any other Person based upon an Opinion of Counsel (which
shall not be an expense of the Trustee) that states that the Transfer of an
Ownership Interest in a Residual Certificate to such Person may cause any REMIC
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 Freddie Mac, a majority
of its board of directors is not selected by such government unit.

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

         PREPAYMENT ASSUMPTION: The assumed rate of prepayment, as described in
the Prospectus Supplement relating to each Class of Publicly Offered
Certificates and the Class III-A-4 Certificates.

         PREPAYMENT CHARGE: With respect to any Principal Prepayment, any
prepayment premium, penalty or charge payable by a Mortgagor in connection with
any Principal Prepayment on a Mortgage Loan pursuant to the terms of the related
Mortgage Note (other than any Servicer Prepayment Charge Payment Amount).

         PREPAYMENT CHARGE SCHEDULE: As of any date, the list of Mortgage Loans
providing for a Prepayment Charge included in the Trust Fund on such date,
attached hereto as Exhibit K (including the prepayment charge summary attached
thereto). The Depositor shall deliver or cause the delivery of the Prepayment
Charge Schedule to the Servicer and the Trustee on the Closing Date. The
Prepayment Charge Schedule shall set forth the following information with
respect to each Prepayment Charge:

                  (i)      the Mortgage Loan identifying number;


                                      -30-
<PAGE>


                  (ii)     a code indicating the type of Prepayment Charge;

                  (iii)    the date on which the first Monthly Payment was due
                           on the related Mortgage Loan;

                  (iv)     the term of the related Prepayment Charge;

                  (v)      the original Stated Principal Balance of the related
                           Mortgage Loan; and

                  (vi)     the Stated Principal Balance of the related Mortgage
                           Loan as of the Cut-off Date.

         PREPAYMENT INTEREST SHORTFALL: With respect to any Distribution Date,
for each Mortgage Loan that was the subject of a Principal Prepayment in full
during the related Prepayment Period, (other than a Principal Prepayment in full
resulting from the purchase of a Mortgage Loan pursuant to Section 2.02, 2.03,
3.24 or 10.01 hereof), 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 exceeds (ii) the amount of
interest paid or collected in connection with such Principal Prepayment less the
sum of (a) the related Servicing Fee (b) the Credit Risk Management Fee Rate and
(c) the fee payable to any provider of lender-paid mortgage insurance, if any.

         PREPAYMENT PERIOD: With respect to any Distribution Date, the calendar
month immediately preceding the month in which such Distribution Date occurs.

         PRINCIPAL PAYMENT AMOUNT: With respect to each Distribution Date, the
Principal Remittance Amount for such date minus the Overcollateralization
Release Amount, if any, 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, 3.24 and 10.01 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 Due Date in any
month or months subsequent to the month of prepayment. Partial Principal
Prepayments shall be applied by the Servicer in accordance with the terms of the
related Mortgage Note.

         PRINCIPAL REMITTANCE AMOUNT: With respect to any Distribution Date, (i)
the sum, without duplication, of (a) the principal portion of all Scheduled
Payments on the Mortgage Loans due during the related Due Period whether or not
received on or prior to the related Determination Date, (b) the principal
portion of all unscheduled collections (other than Payaheads) including
Insurance Proceeds, Condemnation Proceeds, Subsequent Recoveries and all full
and partial Principal Prepayments exclusive of prepayment charges or penalties
collected during the related Prepayment Period, to the extent applied as
recoveries of principal on the Mortgage Loans, (c) the Stated Principal Balance
of each Mortgage Loan that was repurchased by the Seller during the related
Prepayment Period pursuant to Sections 2.02, 2.03 and 3.24, (d) the aggregate of
all Substitution Adjustment Amounts received during the related Prepayment
Period for the related Determination Date in connection with the substitution of
Mortgage Loans pursuant to Section


                                      -31-
<PAGE>


2.03(b), (e) amounts in respect of principal on the Mortgage Loans paid by the
Class X Certificateholder pursuant to Section 10.01, (f) all Liquidation
Proceeds and Subsequent Recoveries with respect to the Mortgage Loans collected
during the related Prepayment Period (to the extent such Liquidation Proceeds
and Subsequent Recoveries relate to principal), in each case to the extent
remitted by the Servicer to the Distribution Account pursuant to this Agreement
and (g) the principal portion of Payaheads previously received of the Mortgage
Loans and intended for application in the related Due Period minus (ii) all
amounts required to be reimbursed pursuant to Sections 4.02, 4.05, 4.07, 5.10
and 9.05 or as otherwise set forth in this Agreement.

         PRIVATE CERTIFICATE: Each of the Class III-A-4, Class X, Class P and
Class R Certificates.

         PROSPECTUS SUPPLEMENT: The Prospectus Supplement dated November 23,
2004 relating to the offering of the Publicly Offered Certificates.

         PUBLICLY OFFERED CERTIFICATES: Any Certificates other than the Private
Certificates.

         PUD: A planned unit development.

         PURCHASE PRICE: With respect to any Mortgage Loan required to be
repurchased by the Seller pursuant to Section 2.02, 2.03 or 3.24 hereof and as
confirmed by an Officer's Certificate from the Seller to the Trustee, an amount
equal to the sum of (i) 100% of the outstanding principal balance of the
Mortgage Loan as of the date of such purchase plus (ii) accrued interest thereon
at the applicable Mortgage Rate through the first day of the month in which the
Purchase Price is to be distributed to the related Certificateholders, plus any
portion of the Servicing Fee, Servicing Advances and Advances payable to the
Servicer of the Mortgage Loan plus (iii) any costs and damages of the Trust Fund
in connection with any violation by such Mortgage Loan of any abusive or
predatory lending law, including any expenses incurred by the Trustee with
respect to such Mortgage Loan prior to the purchase thereof.

         RATING AGENCY: Each of S&P and Moody's. 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 Mortgage Loan as to which a Final
Recovery Determination has been made, an amount (not less than zero) equal to
(i) the Stated Principal Balance of such Mortgage Loan as of the commencement of
the calendar month in which the Final Recovery Determination was made, plus (ii)
accrued interest from the Due Date as to which interest was last paid by the
Mortgagor through the end of the calendar month in which such Final Recovery
Determination was made, calculated in the case of each calendar month during
such period (A) at an annual rate equal to the annual rate at which interest was
then accruing on such Mortgage Loan and (B) on a principal amount equal to the
Stated Principal Balance of such Mortgage Loan as of the close of business on
the Distribution Date during such calendar month, minus (iii) the proceeds, if
any, received in respect of such Mortgage Loan during the calendar month in
which such Final Recovery Determination was made, net of amounts that are
payable therefrom to the Servicer pursuant to this Agreement. To the extent the


                                      -32-
<PAGE>


Servicer receives Subsequent Recoveries and respect to any Mortgage Loan, the
amount of the Realized Loss with respect to that Mortgage Loan will be reduced
to the extent that Subsequent Recoveries are applied to reduce the Certificate
Principal Balance of any Class of Certificates on any Distribution Date.

         With respect to any REO Property as to which a Final Recovery
Determination has been made, an amount (not less than zero) equal to (i) the
Stated Principal Balance of the related Mortgage Loan as of the date of
acquisition of such REO Property on behalf of REMIC I, plus (ii) accrued
interest from the Due Date as to which interest was last paid by the Mortgagor
in respect of the related Mortgage Loan through the end of the calendar month
immediately preceding the calendar month in which such REO Property was
acquired, calculated in the case of each calendar month during such period (A)
at an annual rate equal to the annual rate at which interest was then accruing
on the related Mortgage Loan and (B) on a principal amount equal to the Stated
Principal Balance of the related Mortgage Loan as of the close of business on
the Distribution Date during such calendar month, minus (iii) the aggregate of
all unreimbursed Advances and Servicing Advances.

         With respect to each Mortgage Loan which has become the subject of a
Deficient Valuation, the difference between the principal balance of the
Mortgage Loan outstanding immediately prior to such Deficient Valuation and the
principal balance of the Mortgage Loan as reduced by the Deficient Valuation.

         With respect to each Mortgage Loan which has become the subject of a
Debt Service Reduction, the portion, if any, of the reduction in each affected
Monthly Payment attributable to a reduction in the Mortgage Rate imposed by a
court of competent jurisdiction. Each such Realized Loss shall be deemed to have
been incurred on the Due Date for each affected Monthly Payment.

         In addition, to the extent the Servicer receives Subsequent Recoveries
with respect to any Mortgage Loan, the amount of the Realized Loss with respect
to that Mortgage Loan will be reduced to the extent such Subsequent Recoveries
are applied to reduce the Certificate Principal Balance of any Class of
Certificates on any Distribution Date.

         RECORD DATE: With respect to the Certificates (other than the Group II,
Group III and Subordinate Certificates) and any Distribution Date, the close of
business on the last Business Day of the month preceding the month in which such
Distribution Date occurs. With respect to the Group II, Group III and
Subordinate Certificates and any Distribution Date, so long as the Group II,
Group III and Subordinate Certificates are Book-Entry Certificates, the Business
Day preceding such Distribution Date, and otherwise, the close of business on
the last Business Day of the month preceding the month in which such
Distribution Date occurs.

         REFERENCE BANKS: Shall mean leading banks selected by the Trustee and
engaged in transactions in Eurodollar deposits in the international Eurocurrency
market (i) with an established place of business in London, (ii) which have been
designated as such by the Trustee and (iii) which are not controlling,
controlled by, or under common control with, the Depositor, the Seller or the
Servicer.


                                      -33-
<PAGE>


         REFERENCE BANK RATE: With respect to any Accrual Period shall mean 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 an amount approximately equal to the
aggregate Certificate Principal Balance of the Publicly Offered Certificates
(other than the Group I Certificates) and the Class III-A-4 Certificates for
such Accrual Period, 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 United States dollars to leading European banks for a period
of one month in amounts approximately equal to the aggregate Certificate
Principal Balance of the Publicly Offered Certificates (other than the Group I
Certificates) and the Class III-A-4 Certificates for such Accrual Period.

         REGULAR CERTIFICATE: Any Certificate other than a Residual Certificate.

         RELIEF ACT: The Servicemembers Civil Relief Act of 2003, as amended
from time to time.

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

         REMIC I: The segregated pool of assets subject hereto, constituting the
primary trust created hereby and to be administered hereunder, with respect to
which a REMIC election is to be made, consisting of (i) the Mortgage Loans and
all interest accruing and principal due with respect thereto after the Cut-off
Date to the extent not applied in computing the Cut-off Date Principal Balance
thereof and all related Prepayment Charges; (ii) the related Mortgage Files,
(iii) the Custodial Account (other than any amounts representing any Servicer
Prepayment Charge Payment Amount), the Distribution Account, the Class P
Certificate Account and such assets that are deposited therein from time to
time, together with any and all income, proceeds and payments with respect
thereto; (iv) property that secured a Mortgage Loan and has been acquired by
foreclosure, deed in lieu of foreclosure or otherwise; (v) the mortgagee's
rights under the Insurance Policies with respect to the Mortgage Loans; (vi) the
rights under the Mortgage Loan Purchase Agreement, and (vii) all proceeds of the
foregoing, including proceeds of conversion, voluntary or involuntary, of any of
the foregoing into cash or other liquid property. Notwithstanding the foregoing,
however, REMIC I specifically excludes (i) all payments and other collections of
principal and interest due on the Mortgage Loans on or before the Cut-off Date,
(ii) all Prepayment Charges payable in connection with Principal Prepayments on
the Mortgage Loans made before the Cut-off Date, and (iii) the Basis Risk
Shortfall Reserve Fund.

         REMIC I INTEREST LOSS ALLOCATION AMOUNT: With respect to any
Distribution Date, an amount equal to (a) the product of (i) the aggregate
Stated Principal Balance of the Mortgage Loans and REO Properties then
outstanding and (ii) the Uncertificated REMIC I Pass-Through Rate for REMIC I
Regular Interest LTI-AA minus the Marker Rate, divided by (b) 12.

         REMIC I MARKER ALLOCATION PERCENTAGE: 0.50% of any amount payable or
loss attributable from the Mortgage Loans, which shall be allocated to REMIC I
Regular Interest


                                      -34-
<PAGE>


LTI-AA, REMIC I Regular Interest LTI-IA1, REMIC I Regular Interest LTI-IA2,
REMIC I Regular Interest LTI-IIA, REMIC I Regular Interest LTI-IIIA1, REMIC I
Regular Interest LTI-IIIA2, REMIC I Regular Interest LTI-IIIA3, REMIC I Regular
Interest LTI-IIIA4, REMIC I Regular Interest LTI-IIIA5, REMIC I Regular Interest
LTI-M1, REMIC I Regular Interest LTI-M2, REMIC I Regular Interest LTI-M3, REMIC
I Regular Interest LTI-M4 and REMIC I Regular Interest LTI-ZZ.

         REMIC I OVERCOLLATERALIZATION AMOUNT: With respect to any date of
determination, (i) 0.50% of the aggregate Uncertificated Principal Balances of
the REMIC I Regular Interests minus (ii) the aggregate of the Uncertificated
Principal Balances of REMIC I Regular Interest LTI-IA1, REMIC I Regular Interest
LTI-IA2, REMIC I Regular Interest LTI-IIA, REMIC I Regular Interest LTI-IIIA1,
REMIC I Regular Interest LTI-IIIA2, REMIC I Regular Interest LTI-IIIA3, REMIC I
Regular Interest LTI-IIIA4, REMIC I Regular Interest LTI-IIIA5, REMIC I Regular
Interest LTI-M1, REMIC I Regular Interest LTI-M2, REMIC I Regular Interest
LTI-M3 and REMIC I Regular Interest LTI-M4, in each case as of such date of
determination.

         REMIC I PRINCIPAL LOSS ALLOCATION AMOUNT: With respect to any
Distribution Date, an amount equal to (a) the product of (i) 50% of the
aggregate Stated Principal Balance of the Mortgage Loans and REO Properties then
outstanding and (ii) 1 minus a fraction, the numerator of which is two times the
aggregate of the Uncertificated Principal Balances of REMIC I Regular Interest
LTI-IA1, REMIC I Regular Interest LTI-IA2, REMIC I Regular Interest LTI-IIA,
REMIC I Regular Interest LTI-IIIA1, REMIC I Regular Interest LTI-IIIA2, REMIC I
Regular Interest LTI-IIIA3, REMIC I Regular Interest LTI-IIIA4, REMIC I Regular
Interest LTI-IIIA5, REMIC I Regular Interest LTI-M1, REMIC I Regular Interest
LTI-M2, REMIC I Regular Interest LTI-M3 and REMIC I Regular Interest LTI-M4 and
the denominator of which is the aggregate of the Uncertificated Principal
Balances of REMIC I Regular Interest LTI-IA1, REMIC I Regular Interest LTI-IA2,
REMIC I Regular Interest LTI-IIA, REMIC I Regular Interest LTI-IIIA1, REMIC I
Regular Interest LTI-IIIA2, REMIC I Regular Interest LTI-IIIA3, REMIC I Regular
Interest LTI-IIIA4, REMIC I Regular Interest LTI-IIIA5, REMIC I Regular Interest
LTI-M1, REMIC I Regular Interest LTI-M2, REMIC I Regular Interest LTI-M3, REMIC
I Regular Interest LTI-M4 and REMIC I Regular Interest LTI-ZZ.

         REMIC I REGULAR INTERESTS: REMIC I Regular Interest LTI-AA, REMIC I
Regular Interest LTI-IA1, REMIC I Regular Interest LTI-IA2, REMIC I Regular
Interest LTI-IIA, REMIC I Regular Interest LTI-IIIA1, REMIC I Regular Interest
LTI-IIIA2, REMIC I Regular Interest LTI-IIIA3, REMIC I Regular Interest
LTI-IIIA4, REMIC I Regular Interest LTI-IIIA5, REMIC I Regular Interest LTI-M1,
REMIC I Regular Interest LTI-M2, REMIC I Regular Interest LTI-M3, REMIC I
Regular Interest LTI-M4, REMIC I Regular Interest LTI-ZZ, REMIC I Regular
Interest LTI-P, REMIC I Regular Interest LT1-1SUB, REMIC I Regular Interest
LTI-1GRP, REMIC I Regular Interest LT1-2SUB, REMIC I Regular Interest LTI-2GRP,
REMIC I Regular Interest LT1-3SUB, REMIC I Regular Interest LTI-3GRP and REMIC I
Regular Interest LT1-XX.

         REMIC I REGULAR INTEREST LTI-IA1: One of the separate non-certificated
beneficial ownership interests in REMIC I issued hereunder and designated as a
Regular Interest in REMIC I. REMIC I Regular Interest LTI-IA1 shall accrue
interest at the related Uncertificated REMIC I Pass-Through Rate in effect from
time to time, and shall be entitled to distributions of principal,


                                      -35-
<PAGE>


subject to the terms and conditions hereof, in an aggregate amount equal to its
initial Uncertificated Principal Balance as set forth in the Preliminary
Statement hereto.

         REMIC I REGULAR INTEREST LTI-IA2: One of the separate non-certificated
beneficial ownership interests in REMIC I issued hereunder and designated as a
Regular Interest in REMIC I. REMIC I Regular Interest LTI-IA2 shall accrue
interest at the related Uncertificated REMIC I Pass-Through Rate in effect from
time to time, and shall be entitled to distributions of principal, subject to
the terms and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Principal Balance as set forth in the Preliminary Statement
hereto.

         REMIC I REGULAR INTEREST LTI-AA: One of the separate non-certificated
beneficial ownership interests in REMIC I issued hereunder and designated as a
Regular Interest in REMIC I. REMIC I Regular Interest LTI-AA shall accrue
interest at the related Uncertificated REMIC I Pass-Through Rate in effect from
time to time, and shall be entitled to distributions of principal, subject to
the terms and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Principal Balance as set forth in the Preliminary Statement
hereto.

         REMIC I REGULAR INTEREST LTI-IIA: One of the separate non-certificated
beneficial ownership interests in REMIC I issued hereunder and designated as a
Regular Interest in REMIC I. REMIC I Regular Interest LTI-IIA shall accrue
interest at the related Uncertificated REMIC I Pass-Through Rate in effect from
time to time, and shall be entitled to distributions of principal, subject to
the terms and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Principal Balance as set forth in the Preliminary Statement
hereto.

         REMIC I REGULAR INTEREST LTI-IIIA1: One of the separate
non-certificated beneficial ownership interests in REMIC I issued hereunder and
designated as a Regular Interest in REMIC I. REMIC I Regular Interest LTI-IIIA1
shall accrue interest at the related Uncertificated REMIC I Pass-Through Rate in
effect from time to time, and shall be entitled to distributions of principal,
subject to the terms and conditions hereof, in an aggregate amount equal to its
initial Uncertificated Principal Balance as set forth in the Preliminary
Statement hereto.

         REMIC I REGULAR INTEREST LTI-IIIA2: One of the separate
non-certificated beneficial ownership interests in REMIC I issued hereunder and
designated as a Regular Interest in REMIC I. REMIC I Regular Interest LTI-IIIA2
shall accrue interest at the related Uncertificated REMIC I Pass-Through Rate in
effect from time to time, and shall be entitled to distributions of principal,
subject to the terms and conditions hereof, in an aggregate amount equal to its
initial Uncertificated Principal Balance as set forth in the Preliminary
Statement hereto.

         REMIC I REGULAR INTEREST LTI-IIIA3: One of the separate
non-certificated beneficial ownership interests in REMIC I issued hereunder and
designated as a Regular Interest in REMIC I. REMIC I Regular Interest LTI-IIIA3
shall accrue interest at the related Uncertificated REMIC I Pass-Through Rate in
effect from time to time, and shall be entitled to distributions of principal,
subject to the terms and conditions hereof, in an aggregate amount equal to its
initial Uncertificated Principal Balance as set forth in the Preliminary
Statement hereto.

         REMIC I REGULAR INTEREST LTI-IIIA4: One of the separate
non-certificated beneficial ownership interests in REMIC I issued hereunder and
designated as a Regular Interest in REMIC I. REMIC I Regular Interest LTI-IIIA4
shall accrue interest at the related Uncertificated REMIC


                                      -36-
<PAGE>


I Pass-Through Rate in effect from time to time, and shall be entitled to
distributions of principal, subject to the terms and conditions hereof, in an
aggregate amount equal to its initial Uncertificated Principal Balance as set
forth in the Preliminary Statement hereto.

         REMIC I REGULAR INTEREST LTI-IIIA5: One of the separate
non-certificated beneficial ownership interests in REMIC I issued hereunder and
designated as a Regular Interest in REMIC I. REMIC I Regular Interest LTI-IIIA5
shall accrue interest at the related Uncertificated REMIC I Pass-Through Rate in
effect from time to time, and shall be entitled to distributions of principal,
subject to the terms and conditions hereof, in an aggregate amount equal to its
initial Uncertificated Principal Balance as set forth in the Preliminary
Statement hereto.

         REMIC I REGULAR INTEREST LTI-M1: One of the separate non-certificated
beneficial ownership interests in REMIC I issued hereunder and designated as a
Regular Interest in REMIC I. REMIC I Regular Interest LTI-M1 shall accrue
interest at the related Uncertificated REMIC I Pass-Through Rate in effect from
time to time, and shall be entitled to distributions of principal, subject to
the terms and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Principal Balance as set forth in the Preliminary Statement
hereto.

         REMIC I REGULAR INTEREST LTI-M2: One of the separate non-certificated
beneficial ownership interests in REMIC I issued hereunder and designated as a
Regular Interest in REMIC I. REMIC I Regular Interest LTI-M2 shall accrue
interest at the related Uncertificated REMIC I Pass-Through Rate in effect from
time to time, and shall be entitled to distributions of principal, subject to
the terms and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Principal Balance as set forth in the Preliminary Statement
hereto.

         REMIC I REGULAR INTEREST LTI-M3: One of the separate non-certificated
beneficial ownership interests in REMIC I issued hereunder and designated as a
Regular Interest in REMIC I. REMIC I Regular Interest LTI-M3 shall accrue
interest at the related Uncertificated REMIC I Pass-Through Rate in effect from
time to time, and shall be entitled to distributions of principal, subject to
the terms and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Principal Balance as set forth in the Preliminary Statement
hereto.

         REMIC I REGULAR INTEREST LTI-M4: One of the separate non-certificated
beneficial ownership interests in REMIC I issued hereunder and designated as a
Regular Interest in REMIC I. REMIC I Regular Interest LTI-M4 shall accrue
interest at the related Uncertificated REMIC I Pass-Through Rate in effect from
time to time, and shall be entitled to distributions of principal, subject to
the terms and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Principal Balance as set forth in the Preliminary Statement
hereto.

         REMIC I REGULAR INTEREST LTI-1SUB: One of the separate non-certificated
beneficial ownership interests in REMIC I issued hereunder and designated as a
Regular Interest in REMIC I. REMIC I Regular Interest LTI-1SUB shall accrue
interest at the related Uncertificated REMIC I Pass-Through Rate in effect from
time to time, and shall be entitled to distributions of principal, subject to
the terms and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Principal Balance as set forth in the Preliminary Statement
hereto.

         REMIC I REGULAR INTEREST LTI-1GRP: One of the separate non-certificated
beneficial ownership interests in REMIC I issued hereunder and designated as a
Regular Interest in REMIC


                                      -37-
<PAGE>


I. REMIC I Regular Interest LTI-1GRP shall accrue interest at the related
Uncertificated REMIC I Pass-Through Rate in effect from time to time, and shall
be entitled to distributions of principal, subject to the terms and conditions
hereof, in an aggregate amount equal to its initial Uncertificated Principal
Balance as set forth in the Preliminary Statement hereto.

         REMIC I REGULAR INTEREST LTI-2SUB: One of the separate non-certificated
beneficial ownership interests in REMIC I issued hereunder and designated as a
Regular Interest in REMIC I. REMIC I Regular Interest LTI-2SUB shall accrue
interest at the related Uncertificated REMIC I Pass-Through Rate in effect from
time to time, and shall be entitled to distributions of principal, subject to
the terms and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Principal Balance as set forth in the Preliminary Statement
hereto.

         REMIC I REGULAR INTEREST LTI-2GRP: One of the separate non-certificated
beneficial ownership interests in REMIC I issued hereunder and designated as a
Regular Interest in REMIC I. REMIC I Regular Interest LTI-2GRP shall accrue
interest at the related Uncertificated REMIC I Pass-Through Rate in effect from
time to time, and shall be entitled to distributions of principal, subject to
the terms and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Principal Balance as set forth in the Preliminary Statement
hereto.

         REMIC I REGULAR INTEREST LTI-3SUB: One of the separate non-certificated
beneficial ownership interests in REMIC I issued hereunder and designated as a
Regular Interest in REMIC I. REMIC I Regular Interest LTI-3SUB shall accrue
interest at the related Uncertificated REMIC I Pass-Through Rate in effect from
time to time, and shall be entitled to distributions of principal, subject to
the terms and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Principal Balance as set forth in the Preliminary Statement
hereto.

         REMIC I REGULAR INTEREST LTI-3GRP: One of the separate non-certificated
beneficial ownership interests in REMIC I issued hereunder and designated as a
Regular Interest in REMIC I. REMIC I Regular Interest LTI-3GRP shall accrue
interest at the related Uncertificated REMIC I Pass-Through Rate in effect from
time to time, and shall be entitled to distributions of principal, subject to
the terms and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Principal Balance as set forth in the Preliminary Statement
hereto.

         REMIC I REGULAR INTEREST LTI-P: One of the separate non-certificated
beneficial ownership interests in REMIC I issued hereunder and designated as a
Regular Interest in REMIC I. REMIC I Regular Interest LTI-P shall be entitled to
distributions of principal, subject to the terms and conditions hereof, in an
aggregate amount equal to its initial Uncertificated Principal Balance as set
forth in the Preliminary Statement hereto.

         REMIC I REGULAR INTEREST LTI-XX: One of the separate non-certificated
beneficial ownership interests in REMIC I issued hereunder and designated as a
Regular Interest in REMIC


                                      -38-
<PAGE>


I. REMIC I Regular Interest LTI-XX shall accrue interest at the related
Uncertificated REMIC I Pass-Through Rate in effect from time to time, and shall
be entitled to distributions of principal, subject to the terms and conditions
hereof, in an aggregate amount equal to its initial Uncertificated Principal
Balance as set forth in the Preliminary Statement hereto.

         REMIC I REGULAR INTEREST LTI-ZZ: One of the separate non-certificated
beneficial ownership interests in REMIC I issued hereunder and designated as a
Regular Interest in REMIC I. REMIC I Regular Interest LTI-ZZ shall accrue
interest at the related Uncertificated REMIC I Pass-Through Rate in effect from
time to time, and shall be entitled to distributions of principal, subject to
the terms and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Principal Balance as set forth in the Preliminary Statement
hereto.

         REMIC I REGULAR INTEREST LTI-ZZ MAXIMUM INTEREST DEFERRAL AMOUNT: With
respect to any Distribution Date, the excess of (i) accrued interest at the
Uncertificated REMIC I Pass-Through Rate applicable to REMIC I Regular Interest
LTI-ZZ for such Distribution Date on a balance equal to the Uncertificated
Principal Balance of REMIC I Regular Interest LTI-ZZ minus the REMIC I
Overcollateralization Amount, in each case for such Distribution Date, over (ii)
Uncertificated Accrued Interest on REMIC I Regular Interest LTI-IA1, REMIC I
Regular Interest LTI-IA2, REMIC I Regular Interest LTI-IIA, REMIC I Regular
Interest LTI-IIIA1, REMIC I Regular Interest LTI-IIIA2, REMIC I Regular Interest
LTI-IIIA3, REMIC I Regular Interest LTI-IIIA4, REMIC I Regular Interest
LTI-IIIA5, REMIC I Regular Interest LTI-M1, REMIC I Regular Interest LTI-M2,
REMIC I Regular Interest LTI-M3 and REMIC I Regular Interest LTI-M4 for such
Distribution Date, with the rate on each such REMIC I Regular Interest subject
to a cap equal to the related Pass-Through Rate.

         REMIC I SUB WAC ALLOCATION PERCENTAGE: 0.50% of any amount payable or
loss attributable from the Mortgage Loans, which shall be allocated to REMIC I
Regular Interest LTI-1SUB, REMIC I Regular Interest LTI-1GRP, REMIC I Regular
Interest LTI-2SUB, REMIC I Regular Interest LTI-2GRP, REMIC I Regular Interest
LTI-3SUB, REMIC I Regular Interest LTI-3GRP and REMIC I Regular Interest LTI-XX.

         REMIC I SUBORDINATED BALANCE RATIO: The ratio among the Uncertificated
Principal Balances of each REMIC I Regular Interest ending with the designation
"SUB,", equal to the ratio between, with respect to each such REMIC I Regular
Interest, the excess of (x) the aggregate Stated Principal Balance of the Group
I Mortgage Loans, Group II Mortgage Loans or Group III Mortgage Loans, as
applicable over (y) the current Certificate Principal Balance of related Senior
Certificates.

         REMIC I TARGETED OVERCOLLATERALIZATION AMOUNT: 1% of the Targeted
Overcollateralization Amount.

         REMIC II: The segregated pool of assets consisting of all of the REMIC
I Regular Interests conveyed in trust to the Trustee, for the benefit of the
REMIC II Certificateholders pursuant to Section 2.07, and all amounts deposited
therein, with respect to which a separate REMIC election is to be made.

         REMIC II CERTIFICATE: Any Regular Certificate.

         REMIC OPINION: Shall mean an Opinion of Counsel to the effect that the
proposed action will not have an adverse affect on any REMIC created hereunder.

         REMIC PROVISIONS: Provisions of the federal income tax law relating to
real estate mortgage investment conduits, which appear at sections 860A through
860G of Subchapter M of Chapter 1 of the Code, and related provisions, and
proposed, temporary and final regulations and


                                      -39-
<PAGE>


published rulings, notices and announcements promulgated thereunder, as the
foregoing may be in effect from time to time as well as provisions of applicable
state laws.

         REMIC REGULAR INTEREST: Any REMIC I Regular Interest or a Regular
Certificate.

         REMITTANCE DATE: Shall mean the 18th day of the month and if such day
is not a Business Day, the immediately succeeding Business Day.

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

         REPLACEMENT MORTGAGE LOAN: A Mortgage Loan or Mortgage Loans in the
aggregate substituted by the Seller for a Deleted Mortgage Loan, which must, on
the date of such substitution, as confirmed in a Request for Release, (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 an adjustable Mortgage Rate not less than or 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) have a Loan-to-Value Ratio no higher than that of the Deleted Mortgage
Loan; (v) have a remaining term to maturity no greater than (and not more than
one year less than) that of the Deleted Mortgage Loan; (vi) not permit
conversion of the Mortgage Rate from a fixed rate to a variable rate; (vii) be
secured by a first lien on the related Mortgaged Property; (viii) constitute the
same occupancy type as the Deleted Mortgage Loan or be owner occupied; (ix) have
a Maximum Mortgage Interest Rate not less than the Maximum Mortgage Interest
Rate on the Deleted Loan; (x) have a Minimum Mortgage Interest Rate not less
than the Minimum Mortgage Interest Rate of the Deleted Loan; (xi) have a Gross
Margin equal to the Gross Margin of the Deleted Loan; (xii) have a next
Adjustment Date not more than two months later than the next Adjustment Date on
the Deleted Loan; and (xiii) comply with each representation and warranty set
forth in the Mortgage Loan Purchase Agreement.

         REQUEST FOR RELEASE: The Request for Release to be submitted by the
Seller or the Servicer to the Custodian substantially in the form of Exhibit H.
Each Request for Release furnished to the Custodian by the Seller or the
Servicer shall be in duplicate and shall be executed by an officer of such
Person or a Authorized Servicer Representative (or, if furnished electronically
to the Custodian, shall be deemed to have been sent and executed by an officer
of such Person or a Authorized Servicer Representative) of the Servicer.

         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.

         RESIDUAL CERTIFICATES: The Class R Certificates.

         RESPONSIBLE OFFICER: With respect to the Trustee, any Vice President,
any Assistant Vice President, the Secretary, any Assistant Secretary, any Trust
Officer, any other officer customarily performing functions similar to those
performed by any of the above designated officers or other officers of the
Trustee specified by the Trustee having direct responsibility over this
Agreement and customarily performing functions similar to those performed by any
one of the designated


                                      -40-
<PAGE>


officers, as 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 THREE MONTH DELINQUENCY RATE: With respect to any Distribution
Date and the Mortgage Loans will be the fraction, expressed as a percentage,
equal to the average of the Delinquency Rates for each of the three (or one and
two, in the case of the first and second Distribution Dates) immediately
preceding months.

         S&P: Standard & Poor's, a division of The McGraw-Hill Companies, Inc.
or its successor in interest.

         SCHEDULED PAYMENT: The scheduled monthly payment on a Mortgage Loan due
on any Due Date allocable to principal and/or interest on such Mortgage Loan.

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

         SELLER: Nomura Credit & Capital, Inc., a Delaware corporation, and its
successors and assigns, in its capacity as seller of the Mortgage Loans to the
Depositor.

         SENIOR CERTIFICATES: The Class I-A-1, Class I-A2, Class II-A, Class
III-A-1, Class III-A-2, Class III-A-3 Class III-A-4 and Class III-A-5
Certificates.

         SENIOR ENHANCEMENT PERCENTAGE: With respect to any Distribution Date
will be the fraction, expressed as a percentage, the numerator of which is the
sum of the aggregate Certificate Principal Balance of the Subordinate
Certificates and the Overcollateralization Amount, in each case after giving
effect to payments on such Distribution Date (assuming no Trigger Event is in
effect), and the denominator of which is the Aggregate Loan Balance for such
Distribution Date.

         SENIOR PRINCIPAL PAYMENT AMOUNT: With respect to any Distribution Date
on or after the Stepdown Date and as long as a Trigger Event is not in effect
with respect to such Distribution Date, the amount, if any, by which (x) the
Certificate Principal Balances of the Senior Certificates, in each case,
immediately prior to such Distribution Date exceed (y) the lesser of (A) the
product of (i) approximately 83.4% and (ii) the Aggregate Loan Balance for such
Distribution Date and (B) the amount, if any, by which (i) the Aggregate Loan
Balance for such Distribution Date exceeds (ii) 0.50% of the Aggregate Loan
Balance as of the Cut-off Date.

         SERVICER: GMAC Mortgage Corporation or any successor thereto appointed
hereunder in connection with the servicing and administration of the Mortgage
Loans.

         SERVICER'S ASSIGNEE: As defined in Section 5.01(b)(ii).

         SERVICER DEFAULT: As defined in Section 8.01.

         SERVICER PREPAYMENT CHARGE PAYMENT AMOUNT: The amount payable by the
Servicer in respect of any waived Prepayment Charges pursuant to Section 3.01.

         SERVICING ADVANCES: All customary, reasonable and necessary "out of
pocket" costs and expenses (including reasonable legal fees) incurred in the
performance by the Servicer of its


                                      -41-
<PAGE>


servicing obligations hereunder, including, but not limited to, the cost of (i)
the preservation, restoration, inspection, valuation and protection of a
Mortgaged Property, (ii) any enforcement or judicial proceedings, including
foreclosures, and including any expenses incurred in relation to any such
proceedings that result from the Mortgage Loan being registered in the MERS(R)
System, (iii) the management and liquidation of any REO Property (including,
without limitation, realtor's commissions), (iv) compliance with any obligations
under Section 3.07 hereof to cause insurance to be maintained and (v) payment of
taxes.

         SERVICING FEE: As to each Mortgage Loan and any Distribution Date, an
amount equal to 1/12th of the Servicing Fee Rate multiplied by the Stated
Principal Balance of such Mortgage Loan as of the last day of the related Due
Period or, in the event of any payment of interest that accompanies a Principal
Prepayment in full during the related Due Period made by the Mortgagor
immediately prior to such prepayment, interest at the Servicing Fee Rate on the
same Stated Principal Balance of such Mortgage Loan used to calculate the
payment of interest on such Mortgage Loan.

         SERVICING FEE RATE: 0.25% per annum.

         STARTUP DAY: The Startup Day for each REMIC formed hereunder shall be
the Closing Date.

         STATED PRINCIPAL BALANCE: With respect to any Mortgage Loan or related
REO Property and any Distribution Date, the Cut-off Date Principal Balance
thereof minus the sum of (i) the principal portion of the Scheduled Payments due
with respect to such Mortgage Loan during each Due Period ending prior to such
Distribution Date (and irrespective of any delinquency in their payment), (ii)
all Principal Prepayments with respect to such Mortgage Loan received prior to
or during the related Prepayment Period, and all Liquidation Proceeds to the
extent applied by the Servicer as recoveries of principal in accordance with
Section 3.09 of this Agreement with respect to such Mortgage Loan, that were
received by the Servicer as of the close of business on the last day of the
Prepayment Period related to such Distribution Date and (iii) any Realized
Losses on such Mortgage Loan incurred during the related Prepayment Period. The
Stated Principal Balance of a Liquidated Loan equals zero.

         STEPDOWN DATE: The earlier to occur of (i) the first Distribution Date
following the Distribution Date in which the Certificate Principal Balances of
the Senior Certificates have been reduced to zero and (ii) the later to occur of
(x) the Distribution Date in December 2007 and (y) the first Distribution Date
on which the Senior Enhancement Percentage (calculated for this purpose only
after taking into account distributions of principal on the Mortgage Loans, but
prior to any distributions to the holders of the Publicly Offered Certificates
and the Class III-A-4 Certificates on such Distribution Date) is greater than or
equal to approximately 16.6%.

         SUBORDINATE CERTIFICATES: The Class M-1, Class M-2, Class M-3 and Class
M-4 Certificates.

         SUBSEQUENT RECOVERIES: With respect to each Mortgage Loan, the amount
recovered by the Servicer (net of reimbursable expenses) with respect to a
defaulted Mortgage Loan with respect to which a Realized Loss was incurred,
after the liquidation or disposition of such Mortgage Loan.


                                      -42-
<PAGE>


         SUBSERVICING AGREEMENT: Any agreement entered into between the Servicer
and a subservicer with respect to the subservicing of any Mortgage Loan subject
to this Agreement by such subservicer.

         SUBSTITUTION ADJUSTMENT AMOUNT: The meaning ascribed to such term
pursuant to Section 2.03(d).

         SUCCESSOR SERVICER: The Trustee or any successor to the Servicer
appointed pursuant to Section 8.02 after the occurrence of a Servicer Default or
upon the resignation of the Servicer pursuant to this Agreement.

         TARGETED OVERCOLLATERALIZATION AMOUNT: With respect to any Distribution
Date prior to the Stepdown Date, approximately 1.00% of the Aggregate Loan
Balance as of the Cut-off Date; with respect to any Distribution Date on or
after the Stepdown Date and with respect to which a Trigger Event is not in
effect, the greater of (a) 2.00% of the Aggregate Loan Balance for such
Distribution Date, or (b) 0.50% of the Aggregate Loan Balance as of the Cut-off
Date; with respect to any Distribution Date on or after the Stepdown Date with
respect to which a Trigger Event is in effect and is continuing, the Targeted
Overcollateralization Amount for the Distribution Date immediately preceding
such Distribution Date. Notwithstanding the foregoing, on and after any
Distribution Date following the reduction of the aggregate Certificate Principal
Balance of the Group I Certificates, the Group II Certificates and the Group III
Certificates to zero, the Targeted Overcollateralization Amount shall be zero.

         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. The holder of the greatest Percentage
Interest in a Class of Residual Certificates shall be the Tax Matters Person for
the related REMIC. The Trustee, or any successor thereto or assignee thereof
shall serve as tax administrator hereunder and as agent for the related Tax
Matters Person.

         TERMINATION PRICE: The price, calculated as set forth in Section 10.01,
to be paid in connection with the purchase of the Mortgage Loans pursuant to
Section 10.01.

         TRANSFER AFFIDAVIT: As defined in Section 6.02(c).

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

         TRIGGER EVENT: With respect to any Distribution Date, a Trigger Event
is in effect if either (i) the Rolling Three Month Delinquency Rate as of the
last day of the related Due Period equals or exceeds 40.00% of the Senior
Enhancement Percentage for such Distribution Date or (ii) the cumulative
Realized Losses as a percentage of the original Aggregate Loan Balance on the
Closing Date for such Distribution Date is greater than the percentage set forth
in the following table:


-----------------------------   --------------------------
 RANGE OF DISTRIBUTION DATES    CUMULATIVE LOSS PERCENTAGE
-----------------------------   --------------------------
December 2007 - November 2008              1.25%*
-----------------------------   --------------------------
December 2008 - November 2009              2.00%*
-----------------------------   --------------------------
December 2009 - November 2010              2.50%*
-----------------------------   --------------------------


                                      -43-
<PAGE>


-----------------------------   --------------------------
December 2010 and thereafter               2.75%*
-----------------------------   --------------------------


         *The cumulative loss percentages set forth above are applicable to the
first Distribution Date in the corresponding range of Distribution Dates. The
cumulative loss percentage for each succeeding Distribution Date in a range
increases incrementally by 1/12 of the positive difference between the
percentage applicable to the first Distribution Date in that range and the
percentage applicable to the first Distribution Date in the succeeding range.

         TRUST FUND: Collectively, the assets of REMIC I, REMIC II, and the
Basis Risk Shortfall Reserve Fund.

         TRUSTEE: JPMorgan Chase Bank, N.A., a national banking association, 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.

         UNCERTIFICATED ACCRUED INTEREST: With respect to each Uncertificated
REMIC Regular Interest on each Distribution Date, an amount equal to one month's
interest at the related Uncertificated Pass-Through Rate on the Uncertificated
Principal Balance of such REMIC Regular Interest. In each case, Uncertificated
Accrued Interest will be reduced by any Prepayment Interest Shortfalls and
shortfalls resulting from application of the Relief Act (allocated to such REMIC
Regular Interests as set forth in Sections 1.02 and 5.07).

         UNCERTIFICATED PRINCIPAL BALANCE: With respect to each REMIC Regular
Interest, the principal amount of such REMIC Regular Interest outstanding as of
any date of determination. As of the Closing Date, the Uncertificated Principal
Balance of each REMIC Regular Interest shall equal the amount set forth in the
Preliminary Statement hereto as its initial Uncertificated Principal Balance. On
each Distribution Date, the Uncertificated Principal Balance of each REMIC
Regular Interest shall be reduced by all distributions of principal made on such
REMIC Regular Interest on such Distribution Date pursuant to Section 5.07 and,
if and to the extent necessary and appropriate, shall be further reduced on such
Distribution Date by Realized Losses as provided in Section 5.07. The
Uncertificated Principal Balance of each REMIC Regular Interest shall never be
less than zero.

         UNCERTIFICATED REMIC I PASS-THROUGH RATE: With respect to REMIC I
Regular Interest LTI-AA, REMIC I Regular Interest LTI-IA1, REMIC I Regular
Interest LTI-IA2, REMIC I Regular Interest LTI-IIA, REMIC I Regular Interest
LTI-IIIA1, REMIC I Regular Interest LTI-IIIA2, REMIC I Regular Interest
LTI-IIIA3, REMIC I Regular Interest LTI-IIIA4, REMIC I Regular Interest
LTI-IIIA5, REMIC I Regular Interest LTI-M1, REMIC I Regular Interest LTI-M2,
REMIC I Regular Interest LTI-M3, REMIC I Regular Interest LTI-M4, REMIC I
Regular Interest LTI-ZZ, REMIC I Regular Interest LT1-1SUB, REMIC I Regular
Interest LT1-2SUB, Regular Interest LT1-3SUB and REMIC I Regular Interest
LT1-XX, the weighted average Net Mortgage Rate of the Mortgage Loans. With
respect to REMIC I Regular Interest LTI-1GRP, the weighted average Net Mortgage
Rate of the Group I Mortgage Loans. With respect to REMIC I Regular Interest
LTI-2GRP, the weighted average Net Mortgage Rate of the Group II Mortgage


                                      -44-
<PAGE>


Loans. With respect to REMIC I Regular Interest LTI-3GRP, the weighted average
Net Mortgage Rate of the Group III Mortgage Loans.

         VOTING RIGHTS: The portion of the voting rights of all the Certificates
that is allocated to any Certificate for purposes of the voting provisions
hereunder. Voting Rights shall be allocated (i) 98% to the Certificates (other
than the Class X, Class P and the Residual Certificates) and (ii) 1% to each of
the Class X Certificates and Class P Certificates. Voting rights will be
allocated among the Certificates of each such Class in accordance with their
respective Percentage Interests. The Residual Certificates will not be allocated
any voting rights.

         Section 1.02 ALLOCATION OF CERTAIN INTEREST SHORTFALLS.

         For purposes of calculating the amount of the Interest Remittance
Amount for any Distribution Date, (1) the aggregate amount of any Net Interest
Shortfalls in respect of the Mortgage Loans for any Distribution Date shall
reduce the Interest Remittance Amount on a pro rata basis based on, and to the
extent of, one month's interest at the then applicable respective Pass-Through
Rate on the respective Certificate Principal Balance of each class of Publicly
Offered Certificates and the Class III-A-4 Certificates and (2) the aggregate
amount of any Realized Losses allocated to the Class I-A-2 Certificates, Class
III-A-3 Certificates, Class III-A-5 Certificates and Subordinate Certificates
and Basis Risk Shortfalls allocated to the Publicly Offered Certificates and the
Class III-A-4 Certificates for any Distribution Date shall be allocated to the
Class X Certificates based on, and to the extent of, one month's interest at the
then applicable respective Pass-Through Rate on the Certificate Principal
Balance thereof on any Distribution Date.

         For purposes of calculating the amount of Uncertificated Accrued
Interest for the REMIC I Regular Interests for any Distribution Date:

         The REMIC I Marker Allocation Percentage of the aggregate amount of any
Net Interest Shortfalls incurred in respect of the Mortgage Loans for any
Distribution Date shall be allocated among REMIC I Regular Interest LTI-AA,
REMIC I Regular Interest LTI-IA1, REMIC I Regular Interest LTI-IA2, REMIC I
Regular Interest LTI-IIA, REMIC I Regular Interest LTI-IIIA1, REMIC I Regular
Interest LTI-IIIA2, REMIC I Regular Interest LTI-IIIA3, REMIC I Regular Interest
LTI-IIIA4, REMIC I Regular Interest LTI-IIIA5, REMIC I Regular Interest LTI-M1,
REMIC I Regular Interest LTI-M2, REMIC I Regular Interest LTI-M3, REMIC I
Regular Interest LTI-M4 and REMIC I Regular Interest LTI-ZZ, pro rata based on,
and to the extent of, one month's interest at the then applicable respective
Uncertificated REMIC I Pass-Through Rate on the respective Uncertificated
Principal Balance of each such REMIC I Regular Interest; and

         The REMIC I Sub WAC Allocation Percentage of the aggregate amount of
any Net Interest Shortfalls incurred in respect of the Mortgage Loans for any
Distribution Date shall be allocated to Uncertificated Accrued Interest payable
to REMIC I Regular Interest LTI-1SUB, REMIC I Regular Interest LTI-1GRP, REMIC I
Regular Interest LTI-2SUB, REMIC I Regular Interest LTI-2GRP, REMIC I Regular
Interest LTI-3SUB, REMIC I Regular Interest LTI-3GRP and REMIC I Regular
Interest LTI-XX, pro rata based on, and to the extent of, one month's interest
at the then applicable respective Uncertificated REMIC I Pass-Through Rate on
the respective Uncertificated Principal Balance of each such REMIC I Regular
Interest.


                                      -45-
<PAGE>


                                   ARTICLE II

                            CONVEYANCE OF TRUST FUND
                         REPRESENTATIONS AND WARRANTIES


         Section 2.01 CONVEYANCE OF TRUST FUND.

                  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 the assets in the Trust Fund.

                  The Seller has entered into this Agreement in consideration
for the purchase of the Mortgage Loans by the Depositor and has agreed to take
the actions specified herein.

                  The Depositor, concurrently with the execution and delivery
hereof, hereby sells, transfers, assigns, sets over and otherwise conveys to the
Trustee for the use and benefit of the Certificateholders, without recourse, all
the right, title and interest of the Depositor in and to the Trust Fund.

                  In connection with such sale, the Depositor has delivered to,
and deposited with, the Trustee or the Custodian, as its agent, the following
documents or instruments with respect to each Mortgage Loan so assigned: (i) the
original Mortgage Note, including any riders thereto, endorsed without recourse
to the order of "JPMorgan Chase Bank, N.A., as Trustee for certificateholders of
Nomura Asset Acceptance Corporation, Mortgage Pass-Through Certificates, Series
2004-AR3," and showing to the extent available to the Seller an unbroken chain
of endorsements from the original payee thereof to the Person endorsing it to
the Trustee, (ii) the original Mortgage and, if the related Mortgage Loan is a
MOM Loan, noting the presence of the MIN and language indicating that such
Mortgage Loan is a MOM Loan, which shall have been recorded (or if the original
is not available, a copy), with evidence of such recording indicated thereon (or
if clause (x) in the proviso below applies, shall be in recordable form), (iii)
unless the Mortgage Loan is a MOM Loan, the assignment (either an original or a
copy, which may be in the form of a blanket assignment if permitted in the
jurisdiction in which the Mortgaged Property is located) to the Trustee of the
Mortgage with respect to each Mortgage Loan in the name of "JPMorgan Chase Bank,
N.A., as Trustee for certificateholders of Nomura Asset Acceptance Corporation,
Mortgage Pass-Through Certificates, Series 2004-AR3," which shall have been
recorded (or if clause (x) in the proviso below applies, shall be in recordable
form) (iv) an original or a copy of all intervening assignments of the Mortgage,
if any, to the extent available to the Seller, with evidence of recording
thereon, (v) the original policy of title insurance or mortgagee's certificate
of title insurance or commitment or binder for title insurance, if available, or
a copy thereof, or, in the event that such original title insurance policy is
unavailable, a photocopy thereof, or in lieu thereof, a current lien search on
the related Mortgaged Property and (vi) originals or copies of all available
assumption, modification or substitution agreements, if any; provided, however,
that in lieu of the foregoing, the Seller may deliver the following documents,
under the circumstances set forth below: (x) if any Mortgage, assignment thereof
to the Trustee or intervening assignments thereof have been delivered or are
being delivered to recording offices for recording and have not been returned in
time to permit their delivery as specified above, the Depositor may deliver a
true copy thereof with a


                                      -46-
<PAGE>


certification by the Seller or the title company issuing the commitment for
title insurance, on the face of such copy, substantially as follows: "Certified
to be a true and correct copy of the original, which has been transmitted for
recording"; and (y) in lieu of the Mortgage Notes relating to the Mortgage Loans
identified in the list set forth in Exhibit J, the Depositor may deliver a lost
note affidavit and indemnity and a copy of the original note, if available; and
provided, further, that in the case of Mortgage Loans which have been prepaid in
full after the Cut-Off Date and prior to the Closing Date, the Depositor, in
lieu of delivering the above documents, may deliver to the Trustee a
certification of a Authorized Servicer Representative to such effect and in such
case shall deposit all amounts paid in respect of such Mortgage Loans, in the
Distribution Account on the Closing Date. In the case of the documents referred
to in clause (x) related above, the Depositor shall deliver such documents to
the Trustee promptly after they are received. The Seller shall cause, at its
expense, the Mortgage and intervening assignments, if any, and to the extent
required in accordance with the foregoing, the assignment of the Mortgage to the
Trustee to be submitted for recording promptly after the Closing Date; provided
that the Seller need not cause to be recorded any assignment (a) in any
jurisdiction under the laws of which, as evidenced by an Opinion of Counsel
delivered by the Seller to the Trustee and the Rating Agencies, the recordation
of such assignment is not necessary to protect the Trustee's interest in the
related Mortgage Loan or (b) if MERS is identified on the Mortgage or on a
properly recorded assignment of the Mortgage as mortgagee of record solely as
nominee for Seller and its successors and assigns. In the event that the Seller
or the Depositor gives written notice to the Trustee that a court has
recharacterized the sale of the Mortgage Loans as a financing, 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 each such
previously unrecorded assignment to be submitted for recording as specified
above at the expense of the Trust pursuant to Section 9.05. In the event a
Mortgage File is released to the Servicer as a result of such Person having
completed a Request for Release, the Trustee shall, if not so completed,
complete the assignment of the related Mortgage in the manner specified in
clause (iii) above.

                  In connection with the assignment of any Mortgage Loan
registered on the MERS(R) System, the Seller further agrees that it will cause,
at the Seller's own expense, within 30 days after the Closing Date, the MERS(R)
System to indicate that such Mortgage Loans have been assigned by the Seller to
the Depositor and by the Depositor to the Trustee in accordance with this
Agreement for the benefit of the related 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 in the field which
identifies the specific Trustee and (b) the code in the field "Pool Field" which
identifies the series of the Certificates issued in connection with such
Mortgage Loans. The Seller further agrees that it will not, and will not permit
any Servicer to 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.

         Section 2.02 ACCEPTANCE OF THE MORTGAGE LOANS.

                  (a)      Based on the Initial Certification received by it
from the Custodian, the Trustee acknowledges receipt of, subject to the further
review and exceptions reported by the Custodian pursuant to the procedures
described below, the documents (or certified copies thereof) delivered to the
Trustee or the Custodian on its behalf pursuant to Section 2.01 and declares
that it holds and will continue to hold directly or through a custodian those
documents


                                      -47-
<PAGE>


and any amendments, replacements or supplements thereto and all other assets of
the Trust Fund delivered to it in trust for the use and benefit of all present
and future Holders of the Certificates. On the Closing Date, the Custodian on
the Trustee's behalf will deliver an Initial Certification in the form annexed
hereto as Exhibit C-1, confirming whether or not it has received the Mortgage
File for each Mortgage Loan, but without review of such Mortgage File, except to
the extent necessary to confirm whether such Mortgage File contains the original
Mortgage Note or a lost note affidavit and indemnity in lieu thereof. No later
than 90 days after the Closing Date, the Custodian on the Trustee's behalf
shall, for the benefit of the Certificateholders, review each Mortgage File
delivered to it and execute and deliver to the Seller and the Trustee an Interim
Certification substantially in the form annexed hereto as Exhibit C-2. In
conducting such review, the Custodian on the Trustee's behalf will ascertain
whether all required documents have been executed and received and whether those
documents relate, determined on the basis of the Mortgagor name, original
principal balance and loan number, to the Mortgage Loans identified in Exhibit B
to this Agreement, as supplemented (provided, however, that with respect to
those documents described in subclauses (iv) and (vi) of Section 2.01, such
obligations shall extend only to documents actually delivered pursuant to such
subclauses). In performing any such review, the Custodian may conclusively rely
on the purported due execution and genuineness of any such document and on the
purported genuineness of any signature thereon. If the Custodian finds any
document constituting part of the Mortgage File not to have been executed or
received, or to be unrelated to the Mortgage Loans identified in Exhibit B,
determined on the basis of the Mortgagor's name, the original principal balance
and the Mortgage Loan number, or to appear to be defective on its face, the
Custodian shall include such information in the exception report attached to the
Interim Certification. The Seller shall correct or cure any such defect or, if
prior to the end of the second anniversary of the Closing Date, the Seller may
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 shall deliver to the Trustee an Opinion of Counsel
to the effect that such defect does not materially or adversely affect the
interests of the Certificateholders in such Mortgage Loan within 60 days from
the date of notice from the Trustee of the defect and if the Seller fails to
correct or cure the defect or deliver such opinion within such period, the
Seller will, subject to Section 2.03, within 90 days from the notification of
the Trustee purchase such Mortgage Loan at the Purchase Price; provided,
however, that if such defect relates solely to the inability of the Seller to
deliver the Mortgage, assignment thereof to the Trustee, or intervening
assignments thereof with evidence of recording thereon because such documents
have been submitted for recording and have not been returned by the applicable
jurisdiction, the Seller shall not be required to purchase such Mortgage Loan if
the Seller delivers such documents promptly upon receipt, but in no event later
than 360 days after the Closing Date.

                  (b)      No later than 180 days after the Closing Date, the
Custodian on the Trustee's behalf will review, for the benefit of the
Certificateholders, the Mortgage Files and will execute and deliver or cause to
be executed and delivered to the Seller and the Trustee, a Final Certification
substantially in the form annexed hereto as Exhibit C-3. In conducting such
review, the Custodian on the Trustee's behalf will ascertain whether each
document required to be recorded has been returned from the recording office
with evidence of recording thereon and the Custodian on the Trustee's behalf has
received either an original or a copy thereof, as required in Section 2.01
(provided, however, that with respect to those documents described in subclauses
(iv) and (vi) of Section 2.01, such obligations shall extend only to documents
actually delivered


                                      -48-
<PAGE>


pursuant to such subclauses). If the Custodian finds any document with respect
to a Mortgage Loan has not been received, or to be unrelated, determined on the
basis of the Mortgagor name, original principal balance and loan number, to the
Mortgage Loans identified in Exhibit B or to appear defective on its face, the
Custodian shall note such defect in the exception report attached to the Final
Certification and the Trustee shall promptly notify the Seller. The Seller shall
correct or cure any such defect or, if prior to the end of the second
anniversary of the Closing Date, the Seller may 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 shall deliver to the Trustee an Opinion of Counsel to the effect that
such defect does not materially or adversely affect the interests of
Certificateholders in such Mortgage Loan within 60 days from the date of notice
from the Trustee of the defect and if the Seller is unable within such period to
correct or cure such defect, or to substitute the related Mortgage Loan with a
Replacement Mortgage Loan or to deliver such opinion, the Seller shall, subject
to Section 2.03, within 90 days from the notification of the Trustee, purchase
such Mortgage Loan at the Purchase Price; provided, however, that if such defect
relates solely to the inability of the Seller to deliver the Mortgage,
assignment thereof to the Trustee or intervening assignments thereof with
evidence of recording thereon, because such documents have not been returned by
the applicable jurisdiction, the Seller shall not be required to purchase such
Mortgage Loan, if the Seller delivers such documents promptly upon receipt, but
in no event later than 360 days after the Closing Date.

                  (c)      In the event that a Mortgage Loan is purchased by the
Seller in accordance with subsections 2.02(a) or (b) above or Section 2.03, the
Seller shall remit the applicable Purchase Price to the Trustee for deposit in
the Distribution Account and shall provide written notice to the Trustee
detailing the components of the Purchase Price, signed by an authorized officer.
Upon deposit of the Purchase Price in the Distribution Account and upon receipt
of a Request for Release with respect to such Mortgage Loan, the Trustee will
release to the Seller the related Mortgage File and the Trustee shall execute
and deliver all instruments of transfer or assignment, without recourse,
furnished to it by the Seller, as are necessary to vest in the Seller title to
and rights under the Mortgage Loan. Such purchase shall be deemed to have
occurred on the date on which the deposit into the Distribution Account was
made. The Trustee shall promptly notify the Rating Agencies of such repurchase.
The obligation of the Seller to cure, repurchase or substitute for any Mortgage
Loan as to which a defect in a constituent document exists shall be the sole
remedies respecting such defect available to the Certificateholders or to the
Trustee on their behalf. The Seller shall promptly reimburse the Trustee for any
expenses incurred by the Trustee in respect of enforcing the remedies for such
breach.

                  (d)      The Seller shall deliver to the Trustee, and Trustee
agrees to accept the Mortgage Note and other documents constituting the Mortgage
File with respect to any Replacement Mortgage Loan, which the Custodian will
review as provided in subsections 2.02(a) and 2.02(b), provided, that the
Closing Date referred to therein shall instead be the date of delivery of the
Mortgage File with respect to each Replacement Mortgage Loan.

         Section 2.03 REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE SERVICER
                      AND THE SELLER.

                  (a)      The Servicer hereby represents and warrants to, and
covenants with, the Seller, the Depositor and the Trustee as follows, as of the
Closing Date:


                                      -49-
<PAGE>


                           (i)      It is duly organized and is validly existing
         and in good standing under the laws of the Commonwealth of Pennsylvania
         and is duly authorized and qualified to transact any and all business
         contemplated by this Agreement to be conducted by it 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 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)     It has the full corporate power and
         authority to 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 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
         its legal, valid and binding obligation, enforceable against it 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 and further subject to public policy with respect to indemnity
         and contribution under applicable securities law.

                           (iii)    The execution and delivery of this Agreement
         by it, the servicing of the Mortgage Loans by it 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 its ordinary course of business and will not (A) result in a
         material breach of any term or provision of its charter or by-laws 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 it is a party or by
         which it may be bound, or (C) constitute a material violation of any
         statute, order or regulation applicable to it of any court, regulatory
         body, administrative agency or governmental body having jurisdiction
         over it; and it 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 its ability to perform
         or meet any of its obligations under this Agreement.

                           (iv)     It 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
         its knowledge, threatened in writing, against it that would materially
         and adversely affect the execution, delivery or enforceability of this
         Agreement or its ability to service the Mortgage Loans or to perform
         any of its other obligations under this Agreement in accordance with
         the terms hereof.


                                      -50-
<PAGE>


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

                           (vii)    The Servicer has accurately and fully
         reported, and will continue to accurately and fully report its borrower
         credit files to each of the credit repositories in a timely manner
         materially in accordance with the Fair Credit Reporting Act and its
         implementing legislation.

                           (viii)   The 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 that are registered with MERS.

                           (ix)     The Servicer will not waive any Prepayment
         Charge with respect to a Mortgage Loan unless it is waived in
         accordance with the standard set forth in Section 3.01.

If the covenant of the Servicer set forth in Section 2.03(a)(ix) above is
breached by the Servicer, the Servicer will pay the amount of such waived
Prepayment Charge, for the benefit of the Holders of the Class P Certificates by
depositing such amount into the Custodial Account within 90 days of the earlier
of discovery by the Servicer or receipt of notice by the Servicer of such
breach. Notwithstanding the foregoing, or anything to the contrary contained in
this Agreement, the Servicer shall have no liability for a waiver of any
Prepayment Charge in the event that the Servicer's determination to make such a
waiver was made by the Servicer in reliance on information properly received by
the Servicer from any Person in accordance with the terms of this Agreement.

                  (b)      The Seller hereby represents and warrants to and
covenants with, the Depositor, the Servicer and the Trustee as follows, as of
the Closing Date:

                           (i)      The Seller is duly organized, validly
         existing and in good standing under the laws of the State of Delaware
         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 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 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


                                      -51-
<PAGE>


         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 and further subject to public policy
         with respect to indemnity and contribution under applicable securities
         law.

                           (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.

                           (vii)    The representations and warranties set forth
         in Section 8 of the Mortgage Loan Purchase Agreement are true and
         correct as of the Closing Date.

                           (viii)   No Mortgage Loan is subject to the Home
         Ownership and Equity Protection Act of 1994 or any comparable law and
         no Mortgage Loan is classified and/or defined as a "high cost",
         "covered", "high risk home" or "predatory" loan under any other state,
         federal or local law or regulation or ordinance (or a similarly
         classified loan using different terminology under a law imposing
         heightened regulatory scrutiny or


                                      -52-
<PAGE>


         additional legal liability for residential mortgage loans having high
         interest rates, points and/or fees).

                           (ix)     No loan is a High Cost Loan or Covered Loan,
         as applicable (as such terms are defined in Appendix E of the Standard
         & Poor's Glossary For File Format For LEVELS(R) Version 5.6 Revised
         (attached hereto as Exhibit N.) and no Mortgage Loan originated on or
         after October 1, 2002 through March 6, 2003 is governed by the Georgia
         Fair Lending Act.

                           (x)      Any and all requirements of any federal,
         state or local law including, without limitation, usury, truth in
         lending, real estate settlement procedures, consumer credit protection,
         equal credit opportunity, fair housing, predatory, abusive lending or
         disclosure laws applicable to the origination and servicing of the
         Mortgage Loans have been complied with in all material respects.

                  (c)      Upon discovery by any of the parties hereto of a
breach of a representation or warranty set forth in Section 2.03(b)(viii), (ix)
and (x) and Section 8 of the Mortgage Loan Purchase Agreement that materially
and adversely affects the interests of the Certificateholders in any Mortgage
Loan, the party discovering such breach shall give prompt written notice thereof
to the other parties. The Seller hereby covenants with respect to the
representations and warranties set forth in Section 2.03(b)(viii), (ix) and (x)
and Section 8 of the Mortgage Loan Purchase Agreement, that within 90 days of
the discovery of a breach of any representation or warranty set forth therein
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, (i) 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 an Opinion of Counsel if required by Section 2.05
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. The Seller
shall promptly reimburse the Trustee for any expenses reasonably incurred by the
Trustee in respect of enforcing the remedies for such breach. To enable the
Servicer to amend the Mortgage Loan Schedule, the Seller shall, unless it cures
such breach in a timely fashion pursuant to this Section 2.03, promptly notify
the Trustee whether it intends either to repurchase, or to substitute for, the
Mortgage Loan affected by such breach. With respect to the representations and
warranties in Section 8 of the Mortgage Loan Purchase Agreement that are made to
the best of the Seller's knowledge, if it is discovered by any of the Depositor,
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 Seller's lack of knowledge with
respect to the substance of such representation or warranty, the Seller shall
nevertheless be required to cure, substitute for or repurchase the affected
Mortgage Loan in accordance with the foregoing.

                  With respect to any Replacement Mortgage Loan or Loans, the
Seller shall deliver to the Trustee for the benefit of the related
Certificateholders such documents and agreements as are required by Section
2.01. No substitution will be made in any calendar month after the


                                      -53-
<PAGE>


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. 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 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 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 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 8 of the
Mortgage Loan Purchase Agreement with respect to such Mortgage Loan. Upon any
such substitution and the deposit into the Distribution Account of the amount
required to be deposited therein in connection with such substitution as
described in the following paragraph and receipt by the Trustee of a Request for
Release for such Mortgage Loan, the Trustee shall release to the Seller the
Mortgage File relating to such Deleted Mortgage Loan and held for the benefit of
the related Certificateholders and shall execute and deliver at the Seller's
direction such instruments of transfer or assignment as have been prepared by
the Seller, 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. The Trustee
shall not have any further responsibility with regard to such Mortgage File.

                  For any month in which the Seller substitutes one or more
Replacement Mortgage Loans for a Deleted Mortgage Loan, the Trustee will
determine the amount (if any) by which the aggregate principal balance of all
the 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 such Deleted Mortgage
Loan. An amount equal to the aggregate of such deficiencies, described in the
preceding sentence for any Distribution Date (such amount, the "Substitution
Adjustment Amount") shall be deposited into the Distribution Account, by the
Seller delivering such Replacement Mortgage Loan on or before 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 the Seller shall have repurchased a Mortgage
Loan, the Purchase Price therefor shall be deposited into the Distribution
Account maintained by the Trustee, on or before the Determination Date for the
Distribution Date in the month following the month during which the Seller
became obligated to repurchase or replace such Mortgage Loan and upon such
deposit of the Purchase Price, the delivery of an Opinion of Counsel if required
by Section 2.05 and the receipt of a Request for Release, the Trustee shall
release the related Mortgage File held for the benefit of the related
Certificateholders to the Seller, and the Trustee shall execute and deliver at
such Person's direction the related instruments of transfer or assignment
prepared by the 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 the 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


                                      -54-
<PAGE>


as to which a breach has occurred and is continuing shall constitute the sole
remedies 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 shall survive delivery of the respective Mortgage Loans and
Mortgage Files to the Trustee or the Custodian for the benefit of the
Certificateholders.

         Section 2.04 REPRESENTATIONS AND WARRANTIES OF THE DEPOSITOR.

                  The Depositor hereby represents and warrants to, and
covenants, with the Servicer, the Seller and the Trustee as follows, as of the
date hereof and as of the Closing Date:

                           (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, moratorium receivership and other similar laws
         relating to creditors' rights generally and (ii) 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 and further subject to
         public policy with respect to indemnity and contribution under
         applicable securities 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, 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.


                                      -55-
<PAGE>


                           (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 as
of the Closing Date, 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 this Section 2.04 shall survive delivery of the Mortgage
Files to the Trustee or the Custodian for the benefit of the Certificateholders.
Upon discovery by the Depositor, the Servicer or the Trustee of a breach of such
representations and warranties, the party discovering such breach shall give
prompt written notice to the others and to each Rating Agency.

         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 or 2.03 shall be made unless the Seller 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 REMIC I or REMIC II 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 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 (subject to compliance with Sections 2.02 or 2.03) upon the
earlier of (a) the occurrence of a default or imminent default with respect to
such Mortgage 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 or the Seller 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 Trustee. In connection therewith,
the Seller, at the its option, shall either (i) substitute, if the conditions in
Section 2.03(c) 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


                                      -56-
<PAGE>


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 ISSUANCE OF THE REMIC I REGULAR INTERESTS AND THE CLASS R
                      CERTIFICATES.

                  The Trustee acknowledges the assignment to it of the Mortgage
Loans and the delivery to the Custodian on its behalf of the related Mortgage
Files, subject to the provisions of Section 2.01 and Section 2.02, together with
the assignment to it of all other assets included in REMIC I, the receipt of
which is hereby acknowledged. The interests evidenced by the Class R-I Interest,
together with the REMIC I Regular Interests, constitute the entire beneficial
ownership interest in REMIC I. The rights of the Holders of the Class R-I
Interest and REMIC I (as holder of the REMIC I Regular Interests) to receive
distributions from the proceeds of REMIC I in respect of the Class R-I Interest
and the REMIC I Regular Interests, respectively, and all ownership interests
evidenced or constituted by the Class R-I Interest and the REMIC I Regular
Interests, shall be as set forth in this Agreement.

         Section 2.07 CONVEYANCE OF THE REMIC I REGULAR INTERESTS .

                  The Depositor, concurrently with the execution and delivery
hereof, does hereby transfer, assign, set over and otherwise convey to the
Trustee, without recourse all the right, title and interest of the Depositor in
and to the REMIC I Regular Interests for the benefit of the Class R-II Interest
and REMIC II (as holder of the REMIC I Regular Interests). The Trustee
acknowledges receipt of the REMIC I Regular Interests and declares that it holds
and will hold the same in trust for the exclusive use and benefit of all present
and future Holders of the Class R-II Interest and REMIC II (as holder of the
REMIC I Regular Interests). The rights of the Holder of the Class R-II Interest
and REMIC II (as holder of the REMIC I Regular Interests) to receive
distributions from the proceeds of REMIC II in respect of the Class R-II
Interest and Regular Certificates, respectively, and all ownership interests
evidenced or constituted by the Class R-II Interest and the Regular
Certificates, shall be as set forth in this Agreement. The Class R-II Interest
and the Regular Certificates shall constitute the entire beneficial ownership
interest in REMIC II.

         Section 2.08 ISSUANCE OF RESIDUAL CERTIFICATES.

                  The Trustee acknowledges the assignment to it of the REMIC I
Regular Interests and, concurrently therewith and in exchange therefor, pursuant
to the written request of the Depositor executed by an officer of the Depositor,
the Trustee has executed, authenticated and delivered to or upon the order of
the Depositor, the Class R Certificates in authorized denominations.

         Section 2.09 ESTABLISHMENT OF TRUST.

                  The Depositor does hereby establish, pursuant to the further
provisions of this Agreement and the laws of the State of New York, an express
trust to be known, for convenience, as "Nomura Asset Acceptance Corporation,
Alternative Loan Trust, Series 2004-AR3" and does hereby appoint JPMorgan Chase
Bank, N.A., as Trustee in accordance with the provisions of this Agreement.


                                      -57-
<PAGE>


                                  ARTICLE III

               ADMINISTRATION AND SERVICING OF THE MORTGAGE LOANS


         Section 3.01 THE SERVICER TO ACT AS SERVICER.

                  The Servicer shall service and administer the Mortgage Loans
on behalf of the Trust and in the best interest of and for the benefit of the
Certificateholders (as determined by the Servicer in its reasonable judgment) in
accordance with the terms of this Agreement and the Mortgage Loans and to the
extent consistent with such terms and in accordance with and exercising the same
care in performing those practices that the Servicer customarily employs and
exercises in servicing and administering mortgage loans for its own account
(including, compliance with all applicable federal, state and local laws).

                  To the extent consistent with the foregoing, the Servicer
shall seek the timely and complete recovery of principal and interest on the
Mortgage Notes related to the Mortgage Loans and shall waive a Prepayment Charge
only under the following circumstances: (i) such waiver is standard and
customary in servicing similar mortgage loans and (ii) either (A) such waiver is
related to a default or reasonably foreseeable default and would, in the
reasonable judgment of the Servicer, maximize recovery of total proceeds taking
into account the value of such Prepayment Charge and the related Mortgage Loan
and, if such waiver is made in connection with a refinancing of the related
Mortgage Loan, such refinancing is related to a default or a reasonably
foreseeable default or (B) such waiver is made in connection with a refinancing
of the related Mortgage Loan unrelated to a default or a reasonably foreseeable
default where (x) the related Mortgagor has stated to the Servicer an intention
to refinance the related Mortgage Loan and (y) the Servicer has concluded in its
reasonable judgment that the waiver of such Prepayment Charge would induce such
Mortgagor to refinance with the Servicer or (iii) the Servicer reasonably
believes such Prepayment Charge is unenforceable in accordance with applicable
law or the collection of such related Prepayment Charge would otherwise violate
applicable law. If a Prepayment Charge is waived as permitted by meeting both of
the standards described in clauses (i) and (ii)(B) above, then the Servicer is
required to pay the amount of such waived Prepayment Charge (the "Servicer
Prepayment Charge Payment Amount"), for the benefit of the Holders of the Class
P Certificates, by depositing such amount into the Custodial Account within 90
days of notice or discovery of such waiver meeting the standard set forth in
both clauses (i) and (ii)(B) above; provided, however, that the Servicer shall
not waive more than 5% of the Prepayment Charges (by number of Prepayment
Charges) set forth on the Prepayment Charge Schedule in accordance with clauses
(i) and (ii)(B) above. Notwithstanding any other provisions of this Agreement,
any payments made by the Servicer in respect of any waived Prepayment Charges
pursuant to clauses (i) and (ii)(B) above and the preceding sentence shall be
deemed to be paid outside of the Trust Fund.

                  Subject only to the above-described applicable servicing
standards (the "Accepted Servicing Practices") and the terms of this Agreement
and of the respective Mortgage Loans, the Servicer shall have full power and
authority, acting alone and/or through subservicers as provided in Section 3.03,
to do or cause to be done any and all things that it may deem necessary or
desirable in connection with such servicing and administration, including but
not limited to, the power and authority, 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


                                      -58-
<PAGE>


documents, (ii) to consent to transfers of any related Mortgaged Property and
assumptions of the Mortgage Notes and related Mortgages (but only in the manner
provided herein), (iii) to collect any Insurance Proceeds and other Liquidation
Proceeds, and (iv) subject to Section 3.09, to effectuate foreclosure or other
conversion of the ownership of the Mortgaged Property securing any Mortgage
Loan.

                  Without limiting the generality of the foregoing, the
Servicer, in its own name or in the name of the Trust, the Depositor or the
Trustee, is hereby authorized and empowered by the Trust, the Depositor and the
Trustee, when the 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 related Mortgaged Properties held for the benefit of the Certificateholders.
The 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 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 Servicer. In addition, the
Trustee shall execute, at the written request of the Servicer, and furnish to
the Servicer any special or limited powers of attorney agreeable to the Trustee
and its counsel for each county in which a Mortgaged Property is located and
other documents necessary or appropriate to enable the Servicer to carry out its
servicing and administrative duties hereunder, provided such limited powers of
attorney or other documents shall be prepared by the Servicer and submitted to
the Trustee for review prior to execution.

                  In accordance with the standards of the first paragraph of
this Section 3.01, the 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 relating to the Mortgage Loans in order to preserve the
lien on the Mortgaged Property, which advances shall be reimbursable in the
first instance from related collections from the Mortgagors pursuant to Section
4.04, and further as provided in Section 4.02. All costs incurred by the
Servicer, if any, in effecting the payments of such taxes and assessments on the
related 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.

         Section 3.02 DUE-ON-SALE CLAUSES; ASSUMPTION AGREEMENTS.

                  (a)      Except as otherwise provided in this Section 3.02,
when any Mortgaged Property has been or is about to be conveyed by the
Mortgagor, the 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 Servicer shall not be 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


                                      -59-
<PAGE>


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 Servicer is authorized,
subject to Section 3.02(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 related Mortgage Loan shall continue to be
covered (if so covered before the Servicer enters such agreement) by the
applicable Required Insurance Policies. The Servicer, subject to Section
3.02(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. Notwithstanding the foregoing, the Servicer shall not be
deemed to be in default under this Section 3.02(a) by reason of any transfer or
assumption that the Servicer reasonably believes it is restricted by law from
preventing.

                  (b)      Subject to the Servicer's duty to enforce any
due-on-sale clause to the extent set forth in Section 3.02(a), in any case in
which a related 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 related Mortgage Loan,
the 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 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, the Index, Gross Margin, Periodic Rate Cap, Adjustment
Date, Maximum Mortgage Interest Rate or Minimum Mortgage Interest Rate and any
other term affecting the amount or timing of payment on the related Mortgage
Loan) may be changed. In addition, the substitute Mortgagor and the Mortgaged
Property must be acceptable to the Servicer in accordance with the servicing
standard set forth in Section 3.01. The 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 Servicer for entering into an assumption or substitution of
liability agreement will be retained by the Servicer as additional servicing
compensation.

         Section 3.03 SUBSERVICERS.

                  The Servicer shall perform all of its servicing
responsibilities hereunder or may cause a subservicer to perform any such
servicing responsibilities on its behalf, but the use by the Servicer of a
subservicer shall not release the Servicer from any of its obligations hereunder
with respect to the related Mortgage Loans. The Servicer shall pay all fees of
each of its subservicers


                                      -60-
<PAGE>


from its own funds, and a subservicer's fee shall not exceed the Servicing Fee
payable to the Servicer hereunder.

                  At the cost and expense of the Servicer, without any right of
reimbursement from the Custodial Account, the Servicer shall be entitled to
terminate the rights and responsibilities of a subservicer and arrange for any
servicing responsibilities to be performed by a successor subservicer; provided,
however, that nothing contained herein shall be deemed to prevent or prohibit
the Servicer, at its option, from electing to service the related Mortgage Loans
itself. In the event that the Servicer's responsibilities and duties under this
Agreement are terminated pursuant to Section 8.03, the Servicer shall at its own
cost and expense terminate the rights and responsibilities of each subservicer
with respect to the Mortgage Loans effective as of the date of the Servicer's
termination. The Servicer shall pay all fees, expenses or penalties necessary in
order to terminate the rights and responsibilities of each subservicer from the
Servicer's own funds without reimbursement from the Trust Fund.

                  Notwithstanding the foregoing, the Servicer shall not be
relieved of its obligations hereunder with respect to the Mortgage Loans and
shall be obligated to the same extent and under the same terms and conditions as
if it alone were servicing and administering the Mortgage Loans. The Servicer
shall be entitled to enter into an agreement with a subservicer for
indemnification of the Servicer by the subservicer and nothing contained in this
Agreement shall be deemed to limit or modify such indemnification.

                  Any subservicing agreement and any other transactions or
services relating to the Mortgage Loans involving a subservicer shall be deemed
to be between such subservicer and the Servicer alone, and the Trustee shall not
have any obligations, duties or liabilities with respect to such subservicer
including any obligation, duty or liability of the Trustee to pay such
subservicer's fees and expenses or any differential in the amount of the
servicing fee paid hereunder and the amount necessary to induce any successor
servicer to act as successor servicer under this Agreement and the transactions
provided for in this Agreement. For purposes of remittances to the Trustee
pursuant to this Agreement, the Servicer shall be deemed to have received a
payment on a Mortgage Loan when a subservicer has received such payment.

         Section 3.04 DOCUMENTS, RECORDS AND FUNDS IN POSSESSION OF THE SERVICER
                      TO BE HELD FOR TRUSTEE.

                  Notwithstanding any other provisions of this Agreement, the
Servicer shall transmit to the Trustee as required by this Agreement all
documents and instruments in respect of a related Mortgage Loan coming into the
possession of the Servicer from time to time and shall account fully to the
Trustee for any funds received by the Servicer or that otherwise are collected
by the Servicer as Liquidation Proceeds or Insurance Proceeds in respect of any
such Mortgage Loan. All Mortgage Files and funds collected or held by, or under
the control of, the Servicer in respect of any Mortgage Loans, whether from the
collection of principal and interest payments or from Liquidation Proceeds,
including but not limited to, any funds on deposit in the Custodial Account,
shall be held by the Servicer for and on behalf of the Trustee and shall be and
remain the sole and exclusive property of the Trustee, subject to the applicable
provisions of this Agreement. The Servicer also agrees that it shall not create,
incur or subject any Mortgage File or any funds that are deposited in the
Custodial Account, the Distribution Account or in any Escrow Account, or any
funds that otherwise are or may become due or payable to the Trustee


                                      -61-
<PAGE>


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 Servicer shall be entitled to set off against and deduct from
any such funds any amounts that are properly due and payable to the Servicer
under this Agreement.

         Section 3.05 MAINTENANCE OF HAZARD INSURANCE.

                  (a)      (a) The Servicer shall cause to be maintained for
each Mortgage Loan hazard insurance with extended coverage on the Mortgaged
Property in an amount which is at least equal to the lesser of (i) the Stated
Principal Balance of such Mortgage Loan and (ii) the amount necessary to fully
compensate for any damage or loss to the improvements that are a part of such
property on a replacement cost basis, in each case in an amount not less than
such amount as is necessary to avoid the application of any coinsurance clause
contained in the related hazard insurance policy. The Servicer shall also cause
to be maintained hazard insurance with extended coverage on each REO Property in
an amount which is at least equal to the lesser of (i) the maximum insurable
value of the improvements which are a part of such REO Property and (ii) the
Stated Principal Balance of the related Mortgage Loan at the time it became an
REO Property. The Servicer will comply in the performance of this Agreement with
all reasonable rules and requirements of each insurer under any such hazard
policies. Any amounts collected by the Servicer under any such policies (other
than amounts to be applied to the restoration or repair of the property subject
to the related Mortgage or amounts to be released to the Mortgagor in accordance
with the procedures that the Servicer would follow in servicing loans held for
its own account, subject to the terms and conditions of the related Mortgage and
Mortgage Note and in accordance with the servicing standard set forth in Section
3.01) shall be deposited in the Custodial Account, subject to withdrawal
pursuant to Section 4.02. Any cost incurred by the Servicer in maintaining any
such insurance shall not, for the purpose of calculating distributions to
Certificateholders, be added to the Stated Principal Balance of the related
Mortgage Loan, notwithstanding that the terms of such Mortgage Loan so permit.
It is understood and agreed that no earthquake or other additional insurance is
to be required of any Mortgagor 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 or REO Property is at any time
in an area identified in the Federal Register by the Federal Emergency
Management Agency as having special flood hazards and flood insurance has been
made available, the Servicer shall cause to be maintained a flood insurance
policy in respect thereof. Such flood insurance shall be in an amount equal to
the lesser of (i) the Stated Principal Balance of the related Mortgage Loan and
(ii) the maximum amount of such insurance available for the related Mortgaged
Property under the national flood insurance program (assuming that the area in
which such Mortgaged Property is located is participating in such program).

                  In the event that the Servicer shall obtain and maintain a
blanket policy with an insurer having a General Policy Rating of B:VI or better
in Best's Key Rating Guide (or such other rating that is comparable to such
rating) insuring against hazard losses on all of the Mortgage Loans, it shall
conclusively be deemed to have satisfied its obligations as set forth in the
first two sentences of this Section 3.05, it being understood and agreed that
such policy may contain a deductible clause, in which case the Servicer shall,
in the event that there shall not have been maintained on the related Mortgaged
Property or REO Property a policy complying with the first two sentences of this
Section 3.05, and there shall have been one or more losses which


                                      -62-
<PAGE>


would have been covered by such policy, deposit to the Custodial Account from
its own funds the amount not otherwise payable under the blanket policy because
of such deductible clause. In connection with its activities as administrator
and servicer of the Mortgage Loans, the Servicer agrees to prepare and present,
on behalf of itself, the Trustee and Certificateholders, claims under any such
blanket policy in a timely fashion in accordance with the terms of such policy.

                  (b)      (b) The Servicer shall keep in force during the term
of this Agreement a policy or policies of insurance covering errors and
omissions for failure in the performance of the Servicer's obligations under
this Agreement, which policy or policies shall be in such form and amount that
would meet the requirements of Fannie Mae or Freddie Mac if it were the
purchaser of the related Mortgage Loans, unless the Servicer has obtained a
waiver of such requirements from Fannie Mae or Freddie Mac. The Servicer shall
provide the Trustee, upon request, with copies of such insurance policies and
fidelity bond. The Servicer shall also maintain a fidelity bond in the form and
amount that would meet the requirements of Fannie Mae or Freddie Mac, unless the
Servicer has obtained a waiver of such requirements from Fannie Mae or Freddie
Mac. The Servicer shall be deemed to have complied with this provision if an
Affiliate of the 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 Servicer. Any such errors and
omissions policy and fidelity bond shall by its terms not be cancelable without
thirty days' prior written notice to the Trustee. The Servicer shall also cause
its subservicers to maintain a policy of insurance covering errors and omissions
and a fidelity bond which would meet such requirements.

         Section 3.06 PRESENTMENT OF CLAIMS AND COLLECTION OF PROCEEDS.

                  The Servicer shall prepare and present on behalf of the
Trustee and the Certificateholders all claims under the Insurance Policies and
take such actions (including the negotiation, settlement, compromise or
enforcement of the insured's claim) as shall be necessary to realize recovery
under such Insurance Policies. Any proceeds disbursed to the Servicer in respect
of such Insurance Policies shall, within two Business Days of its receipt, be
deposited in the Custodial Account upon receipt, except that any amounts
realized that are to be applied to the repair or restoration of the related
Mortgaged Property as a condition precedent to the presentation of claims on the
related Mortgage Loan to the insurer under any applicable Insurance Policy need
not be so deposited (or remitted).

         Section 3.07 MAINTENANCE OF INSURANCE POLICIES.

                  The Servicer shall not take any action that would result in
noncoverage under any applicable Insurance Policy of any loss which, but for the
actions of the Servicer would have been covered thereunder. The Servicer shall
use its best efforts to keep in force and effect (to the extent that the related
Mortgage Loan requires the Mortgagor to maintain such insurance), any applicable
Insurance Policy. The Servicer shall not cancel or refuse to renew any Insurance
Policy that is in effect at the date of the initial issuance of the Mortgage
Note and is required to be kept in force hereunder.

         Section 3.08 RESERVED.


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         Section 3.09 REALIZATION UPON DEFAULTED MORTGAGE LOANS; DETERMINATION
                      OF EXCESS LIQUIDATION PROCEEDS AND REALIZED LOSSES;
                      REPURCHASES OF CERTAIN MORTGAGE LOANS.

                  (a)      The 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 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 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 related 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 Custodial Account pursuant to
Section 4.02). If the Servicer reasonably believes that Liquidation Proceeds
with respect to any such Mortgage Loan would not be increased as a result of
such foreclosure or other action, such Mortgage Loan will be charged-off and
will become a Liquidated Loan. The Servicer will give notice of any such
charge-off to the Trustee. The Servicer shall be responsible for all other costs
and expenses incurred by it in any such proceedings; provided that such costs
and expenses shall be Servicing Advances and that it shall be entitled to
reimbursement thereof from the proceeds of liquidation of the related Mortgaged
Property, as contemplated in Section 4.02. If the Servicer has knowledge that a
Mortgaged Property that the 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 Servicer, the
Servicer shall, 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
Servicer shall ensure that the title to such REO Property references this
Agreement and the Trustee's capacity hereunder. Pursuant to its efforts to sell
such REO Property, the Servicer shall either itself or through an agent selected
by the 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 Servicer deems to
be in the best interest of the Servicer and the Certificateholders for the
period prior to the sale of such REO Property. The 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 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 Custodial Account no later than
the close of business on each Determination Date. The Servicer shall perform the
tax reporting and withholding related to foreclosures, abandonments


                                      -64-
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and cancellation of indebtedness income as specified by Sections 6050H, 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 Servicer shall dispose of such Mortgaged
Property prior to three years after its acquisition by the Trust Fund or, at the
expense of the Trust Fund, request from the Internal Revenue Service 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. The Trustee shall be supplied with
an Opinion of Counsel (such opinion not to be an expense of the Trustee or the
Trust Fund) 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 any REMIC as defined in section 860F of
the Code or cause any REMIC to fail to qualify as a REMIC at any time that any
Certificates are outstanding, in which case the Trust Fund may continue to hold
such Mortgaged Property (subject to any conditions contained in such Opinion of
Counsel). 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 any REMIC 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 Servicer has agreed to indemnify and hold harmless the Trust Fund with
respect to the imposition of any such taxes.

                  The decision of the Servicer to foreclose on a defaulted
Mortgage Loan shall be subject to a determination by the Servicer that the
proceeds of such foreclosure would exceed the costs and expenses of bringing
such a proceeding. The income earned from the management of any Mortgaged
Properties acquired through foreclosure or other judicial proceeding, net of
reimbursement to the 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 the Agreement,
to be payments on account of principal and interest on the related Mortgage
Notes and shall be deposited into the Custodial 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.

                  The Liquidation Proceeds from any liquidation of a Mortgage
Loan, net of any payment to the Servicer as provided above, shall be deposited
in the Custodial Account on the next succeeding Determination Date following
receipt thereof for distribution on the related Distribution Date, except that
any Excess Liquidation Proceeds shall be retained by the Servicer as additional
servicing compensation.

                  The proceeds of any Liquidated Loan, as well as any recovery
resulting from a partial collection of Liquidation Proceeds or any income from
an REO Property, shall be applied


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in the following order of priority: first, to reimburse the Servicer for any
related unreimbursed Servicing Advances and Servicing Fees, pursuant to Section
4.02 or this Section 3.09; second, to reimburse the Servicer for any
unreimbursed Advances, pursuant to Section 4.02 or this Section 3.09; 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 first day of the month in which such amounts are required to be
distributed; and fourth, as a recovery of principal of the Mortgage Loan.

                  (b)      On each Determination Date, the Servicer shall
determine the respective aggregate amounts of Excess Liquidation Proceeds and
Realized Losses, if any, with respect to any Mortgage Loan for the related
Prepayment Period.

                  (c)      The Servicer has no intent to foreclose on any
Mortgage Loan based on the delinquency characteristics as of the Closing Date;
provided, however, that the foregoing does not prevent the Servicer from
initiating foreclosure proceedings on any date hereafter if the facts and
circumstances of such Mortgage Loans including delinquency characteristics in
the Servicer's discretion so warrant such action.

         Section 3.10 SERVICING COMPENSATION.

                  As compensation for its activities hereunder, the Servicer
shall be entitled to retain or withdraw from the Custodial Account out of each
payment of interest on each Mortgage Loan included in the Trust Fund an amount
equal to the Servicing Fee. In addition, the Servicer shall be entitled to
recover unpaid Servicing Fees out of Liquidation Proceeds, Insurance Proceeds or
condemnation proceeds to the extent permitted by Section 4.02.

                  Additional servicing compensation with respect to Mortgage
Loans in the form of any Excess Liquidation Proceeds, assumption fees, late
payment charges, insufficient funds charges and ancillary income to the extent
such fees or charges are received by the Servicer, all income and gain net of
any losses realized from Permitted Investments with respect to funds in or
credited to the Custodial Account shall be retained by the Servicer to the
extent not required to be deposited in the Custodial Account pursuant to Section
4.02. The 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 3.05 and maintenance of
the other forms of insurance coverage required by Section 3.07) and shall not be
entitled to reimbursement therefor except as specifically provided in Section
4.02.

         Section 3.11 REO PROPERTY.

                  (a)      In the event the Trust Fund acquires ownership of any
REO Property in respect of any related Mortgage Loan, the deed or certificate of
sale shall be issued to the Trustee, or to its nominee, on behalf of the related
Certificateholders. The Servicer shall sell any REO Property as expeditiously as
possible and in accordance with the provisions of this Agreement. Pursuant to
its efforts to sell such REO Property, the Servicer shall protect and conserve
such REO Property in the manner and to the extent required herein, in accordance
with the REMIC Provisions.


                                      -66-
<PAGE>


                  (b)      The Servicer shall deposit all funds collected and
received in connection with the operation of any REO Property into the Custodial
Account.

                  (c)      The Servicer, upon the final disposition of any REO
Property, shall be entitled to reimbursement for any related unreimbursed
Advances, unreimbursed Servicing Advances or Servicing Fees from Liquidation
Proceeds received in connection with the final disposition of such REO Property;
provided, that any such unreimbursed Advances or Servicing Fees as well as any
unpaid Servicing Fees may be reimbursed or paid, as the case may be, prior to
final disposition, out of any net rental income or other net amounts derived
from such REO Property.

         Section 3.12 LIQUIDATION REPORTS.

                  Upon the foreclosure of any Mortgaged Property or the
acquisition thereof by the Trust Fund pursuant to a deed-in-lieu of foreclosure,
the Servicer shall submit a liquidation report to the Trustee containing such
information as shall be mutually acceptable to the Servicer and the Trustee with
respect to such Mortgaged Property.

         Section 3.13 ANNUAL CERTIFICATE AS TO COMPLIANCE.

                  (a)      The Servicer shall deliver to the Depositor and the
Trustee not later than March 15th of each year commencing in 2005 (or, in each
case, if such day is not a Business Day, the immediately preceding Business
Day), a certificate of a Authorized Servicer Representative stating, as to each
signatory thereof, that (i) a review of the activities of the Servicer during
the preceding calendar year and of performance under this Agreement has been
made under such officers' supervision, and (ii) to the best of such officers'
knowledge, based on such review, the Servicer has fulfilled all of 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 officers and the nature and status thereof except for such
defaults as such officer in its good faith judgment believes to be immaterial.

                  (b)      (i) The Servicer shall deliver to the Depositor and
the Trustee, on or before March 15th of each year commencing in 2005, a
certification containing the information set forth in Exhibit L. Such
certification shall be signed by the senior officer in charge of servicing of
the Servicer. In addition, the Servicer shall provide such other information
with respect to the related Mortgage Loans and the servicing and administration
thereof within the control of the Servicer which shall be required to enable the
Depositor and the Trustee to comply with the reporting requirements of the
Securities and Exchange Act of 1934, as amended (the "Exchange Act").

                           (ii)     The Servicer shall indemnify and hold
         harmless the Depositor, the Trustee and their respective officers,
         directors, agents and affiliates from and against any losses, damages,
         penalties, fines, forfeitures, reasonable legal fees and related costs,
         judgments and other costs and expenses to the extent arising out of or
         based upon a breach by the Servicer or any of its officers, directors,
         agents or affiliates of its obligations under this Section 3.13(b), or
         a breach in any of the representations in the certification delivered
         pursuant to clause (b)(i) above, or the Servicer's gross negligence,
         bad faith or willful misconduct in connection therewith. If the
         indemnification provided


                                      -67-
<PAGE>


         for herein is unavailable to the Depositor and the Trustee as a result
         of a court of law or other administrative or regulatory body with
         authority holding such indemnification void on the basis of public
         policy or similar reason, then the Servicer agrees that it shall
         contribute to the amount paid or payable by the Depositor and the
         Trustee as a result of the losses, claims, damages or liabilities of
         the Depositor or the Trustee in such proportion as is appropriate to
         reflect the relative fault of the Trustee or the Depositor on the one
         hand and the Servicer on the other in connection with a breach of the
         Servicer's obligations under this Section 3.13(b) or the Servicer's
         gross negligence, bad faith or willful misconduct in connection
         therewith or a breach of any of the representations in the
         certification delivered pursuant to clause (b)(i) above with respect to
         the matters covered by this Section 3.13(b)(ii).

         Section 3.14 ANNUAL INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS' SERVICING
                      REPORT.

                  Not later than March 15th of each year, commencing in 2005,
the Servicer, at its expense, shall cause a nationally recognized firm of
independent certified public accountants to furnish to the Servicer a report
stating that (i) it has obtained a letter of representation regarding certain
matters from the management of the Servicer which includes an assertion that the
Servicer has complied with certain minimum residential mortgage loan servicing
standards, identified in the Uniform Single Attestation Program for Mortgage
Bankers established by the Mortgage Bankers Association of America, with respect
to the servicing of residential mortgage loans during the most recently
completed fiscal or calendar year and (ii) on the basis of an examination
conducted by such firm in accordance with standards established by the American
Institute of Certified Public Accountants, such representation is fairly stated
in all material respects, subject to such exceptions and other qualifications
that may be appropriate. In rendering its report such firm may rely, as to
matters relating to the direct servicing of residential mortgage loans by
subservicers, upon comparable reports of firms of independent certified public
accountants rendered on the basis of examinations conducted in accordance with
the same standards (rendered within one year of such report) with respect to
those subservicers. Promptly upon receipt of such report, the Servicer shall
furnish a copy of such report to the Depositor, the Trustee and each Rating
Agency. Copies of such statement shall be provided by the Trustee to any
Certificateholder upon request at the Servicer's expense, provided that such
statement is delivered by the Servicer to the Trustee.

         Section 3.15 BOOKS AND RECORDS.

                  The Servicer shall be responsible for maintaining, and shall
maintain, a complete set of books and records for the related Mortgage Loans
which shall be appropriately identified in the Servicer's computer system to
clearly reflect the ownership of the related Mortgage Loans by the Trust. In
particular, the Servicer shall maintain in its possession, available for
inspection by the Trustee and shall deliver to the Trustee upon reasonable prior
request and during normal business hours, evidence of compliance with all
federal, state and local laws, rules and regulations. To the extent that
original documents are not required for purposes of realization of Liquidation
Proceeds or Insurance Proceeds, documents maintained by the Servicer may be in
the form of microfilm or microfiche or such other reliable means of recreating
original documents, including, but not limited to, optical imagery techniques so
long as the Servicer complies with the requirements of Accepted Servicing
Practices.


                                      -68-
<PAGE>


                  The Servicer shall maintain with respect to each related
Mortgage Loan and shall upon reasonable prior request and during normal business
hours make available for inspection by the Trustee the related servicing file
during the time such Mortgage Loan is subject to this Agreement and thereafter
in accordance with applicable law.

         Section 3.16 THE TRUSTEE.

                  The Trustee shall furnish the Servicer with any powers of
attorney and other documents in form as mutually agreed upon and necessary or
appropriate to enable the Servicer to service and administer the Mortgage Loans
and REO Properties.

                  The Trustee shall provide access to the records and
documentation in possession of the Trustee regarding the related Mortgage Loans
and REO Property and the servicing thereof to the Certificateholders, the FDIC,
and the supervisory agents and examiners of the FDIC, such access being afforded
only upon reasonable prior written request and during normal business hours at
the office of the Trustee; provided, however, that, unless otherwise required by
law, the Trustee shall not be required to provide access to such records and
documentation if the provision thereof would violate the legal right to privacy
of any Mortgagor. The Trustee shall allow representatives of the above entities
to photocopy any of the records and documentation and shall provide equipment
for that purpose at a charge that covers the Trustee's actual costs.

                  The Trustee shall execute and deliver as directed in writing
by the Servicer any court pleadings, requests for trustee's sale or other
documents necessary or desirable to (i) the foreclosure or trustee's sale with
respect to a Mortgaged Property; (ii) any legal action brought to obtain
judgment against any Mortgagor on the Mortgage Note or Security Instrument;
(iii) obtain a deficiency judgment against the Mortgagor; or (iv) enforce any
other rights or remedies provided by the Mortgage Note or Security Instrument or
otherwise available at law or equity.

         Section 3.17 REMIC-RELATED COVENANTS.

                  For as long as each REMIC shall exist, the Trustee shall act
in accordance herewith to assure continuing treatment of such REMIC as a REMIC,
and the Trustee shall comply with any directions of the Seller or the Servicer
to assure such continuing treatment. In particular, the Trustee shall not (a)
knowingly sell or permit the sale of all or any portion of the Mortgage Loans or
of any investment of deposits in an Account unless such sale is as a result of a
repurchase of the Mortgage Loans pursuant to this Agreement or the Trustee has
received a REMIC Opinion prepared at the expense of the Trust Fund; and (b)
other than with respect to a substitution pursuant to the Mortgage Loan Purchase
Agreement or Section 2.04 of this Agreement, as applicable, accept any
contribution to any REMIC after the Startup Day without receipt of a REMIC
Opinion.

         Section 3.18 REIMBURSEMENT OF COSTS AND EXPENSES.

                  (a)      To the extent that the costs and expenses of the
Trustee related to any termination of the Servicer, appointment of a Successor
Servicer or the transfer and assumption of servicing by the Trustee with respect
to this Agreement (including, without limitation, (i) all legal costs and
expenses and all due diligence costs and expenses associated with an evaluation
of the potential termination of the Servicer as a result of an event of default
by such Person and


                                      -69-
<PAGE>


(ii) all costs and expenses associated with the complete transfer of servicing,
including all servicing files and all servicing data and the completion,
correction or manipulation of such servicing data as may be required by the
Successor Servicer to correct any errors or insufficiencies in the servicing
data or otherwise to enable the successor service to service the related
Mortgage Loans in accordance with this Agreement) are not fully and timely
reimbursed by the Servicer, the Trustee shall be entitled to reimbursement of
such costs and expenses from the Distribution Account.

                  (b)      If the Trustee acts as a Successor Servicer to the
Servicer, it will not assume liability for the representations and warranties of
the Servicer contained herein.

         Section 3.19 RELEASE OF MORTGAGE FILES.

                  (a)      Upon becoming aware of the payment in full of any
Mortgage Loan, or the receipt by the Servicer of a notification that payment in
full has been escrowed in a manner customary for such purposes for payment to
the related Certificateholders on the next Distribution Date, the Servicer will
promptly furnish to the Trustee and the Custodian, on behalf of the Trustee, two
copies of a certification substantially in the form of Exhibit H hereto signed
by a Authorized Servicer Representative or in a mutually agreeable electronic
format which will, in lieu of a signature on its face, originate from a
Authorized Servicer Representative (which certification shall include a
statement to the effect that all amounts received in connection with such
payment that are required to be deposited in the Custodial Account pursuant to
Article V have been or will be so deposited) and shall request that the
Custodian, on behalf of the Trustee, deliver to the Servicer the related
Mortgage File. Within five (5) Business Days of receipt of such certification
and request, the Custodian, on behalf of the Trustee, shall release the related
Mortgage File to the Servicer and the Trustee and Custodian shall have no
further responsibility with regard to such Mortgage File. Upon any such payment
in full, the Servicer is authorized, to give, as agent for the Trustee, as the
mortgagee under the Mortgage that secured the related Mortgage Loan, an
instrument of satisfaction (or assignment of mortgage without recourse)
regarding the Mortgaged Property subject to the Mortgage, which instrument of
satisfaction or assignment, as the case may be, shall be delivered to the Person
or Persons entitled thereto against receipt therefor of such payment, it being
understood and agreed that no expenses incurred in connection with such
instrument of satisfaction or assignment, as the case may be, shall be
chargeable to the Custodial Account.

                  (b)      From time to time and as appropriate for the
servicing or foreclosure of any Mortgage Loan and in accordance with this
Agreement, the Trustee shall execute such documents as shall be prepared and
furnished to the Trustee by the Servicer (in form reasonably acceptable to the
Trustee) and as are necessary to the prosecution of any such proceedings. The
Custodian, on behalf of the Trustee, shall, upon the written request of the
Servicer, and delivery to the Custodian, on behalf of the Trustee, of two copies
of a request for release signed by a Authorized Servicer Representative
substantially in the form of Exhibit H (or in a mutually agreeable electronic
format which will, in lieu of a signature on its face, originate from a
Authorized Servicer Representative), release the related Mortgage File held in
its possession or control to the Servicer. Such request for release shall
obligate the Servicer to return the Mortgage File to the Custodian on behalf of
the Trustee, when the need therefor by such Person no longer exists unless the
Mortgage Loan shall be liquidated, in which case, upon receipt of a certificate


                                      -70-
<PAGE>


of a Authorized Servicer Representative similar to that hereinabove specified,
the Mortgage File shall be released by the Custodian, on behalf of the Trustee,
to the Servicer.

         Section 3.20 DOCUMENTS, RECORDS AND FUNDS IN POSSESSION OF THE SERVICER
                      TO BE HELD FOR TRUSTEE.

                  (a)      The Servicer (to the extent required by this
Agreement) shall transmit to the Trustee or to Custodian such documents and
instruments coming into the possession of such Person from time to time as are
required by the terms hereof to be delivered to the Trustee or the Custodian.
Any funds received by the Servicer in respect of any Mortgage Loan or which
otherwise are collected by the Servicer as Liquidation Proceeds or Insurance
Proceeds in respect of any Mortgage Loan shall be held for the benefit of the
Trustee and the related Certificateholders subject to the right of the Servicer
to retain its Servicing Fee and other amounts as provided in this Agreement.

         Section 3.21 POSSESSION OF CERTAIN INSURANCE POLICIES AND DOCUMENTS.

                  The Servicer shall retain possession and custody of the
originals (to the extent available) of any Insurance Policies, or certificate of
insurance if applicable, and any certificates of renewal as to the foregoing as
may be issued from time to time as contemplated by this Agreement. Until all
amounts distributable in respect of the Certificates have been distributed in
full, the Trustee (or the Custodian, as directed by the Trustee) shall retain
possession and custody of each Mortgage File in accordance with and subject to
the terms and conditions of this Agreement.

         Section 3.22 ANNUAL CERTIFICATE AS TO COMPLIANCE.

                  (a)      The Depositor shall prepare and file or caused to be
prepared and filed the initial Form 8-K. Within 15 days after each Distribution
Date, the Trustee shall, in accordance with industry standards, file with the
Commission via the Electronic Data Gathering and Retrieval System ("EDGAR"), a
Form 8-K with a copy of the statement to be furnished by the Trustee to the
Certificateholders for such Distribution Date as an exhibit thereto. Prior to
January 30, 2005, the Trustee shall, in accordance with industry standards, file
a Form 15 Suspension Notice with respect to the Trust Fund. Prior to March 30,
2005 and annually thereafter, if required, the Trustee shall, subject to
subsection (d) below, file a Form 10-K, in substance conforming to industry
standards, with respect to the Trust Fund. Such Form 10K shall be signed by the
Depositor and shall include, to the extent available, as exhibits (i) the
Servicer's annual statement of compliance described under Section 3.13 hereof,
(ii) the Servicer's accountants report described under Section 3.14 and (iii)
the Form 10-K certification signed by the Depositor. If items (i), (ii) and
(iii) in the preceding sentence are not timely delivered, the Trustee shall file
an amended Form 10-K including such documents as exhibits reasonably promptly
after they are delivered to the Trustee. The Depositor hereby grants to the
Trustee a limited power of attorney to execute and file each Form 8-K and


                                      -71-
<PAGE>


the Form 15 on behalf of the Depositor. Such power of attorney shall continue
until either the earlier of (i) receipt by the Trustee from the Depositor of
written termination of such power of attorney and (ii) the termination of the
Trust Fund. The Depositor agrees to promptly furnish to the Trustee, from time
to time upon request, such further information, reports and financial statements
within its control related to this Agreement and the Mortgage Loans as the
Trustee reasonably deems appropriate to prepare and file a Form 8-K and the Form
15 with the Commission. The Trustee will reasonably cooperate with the Depositor
in connection with any additional filings with respect to the Trust Fund as the
Depositor deems necessary under the Exchange Act. Copies of all reports filed by
the Trustee under the Exchange Act shall be sent to the Depositor.

                  (b)      In connection with the filing of any 10-K hereunder,
the Trustee shall sign a certification (in the form attached hereto as Exhibit
M) on behalf of the Depositor regarding certain aspects of the Form 10-K
certification signed by the Depositor, provided, however, that the Trustee shall
not be required to undertake an analysis of any accountant's report attached as
an exhibit to the Form 10-K.

                  (c)      (i) The Trustee shall indemnify and hold harmless the
Depositor and its officers, directors and Affiliates from and against any
losses, damages, penalties, fines, forfeitures, reasonable and necessary legal
fees and related costs, judgments and other costs and expenses arising out of or
based upon a breach of the Trustee's obligations under this Section 3.22 or the
Trustee's negligence, bad faith or willful misconduct in connection therewith.

                           (ii)     The Depositor shall indemnify and hold
harmless the Trustee and its officers, directors and Affiliates from and against
any losses, damages, penalties, fines, forfeitures, reasonable and necessary
legal fees and related costs, judgments and other costs and expenses arising out
of or based upon a breach of the obligations of the Depositor under this Section
3.22 or the Depositor's negligence, bad faith or willful misconduct in
connection therewith.

                           (iii)    If the indemnification provided for herein
is unavailable or insufficient to hold harmless the Depositor or the Trustee, as
applicable, then the other party, in connection with a breach of its respective
obligations under this Section 3.22 or its respective negligence, bad faith or
willful misconduct in connection therewith, agrees that it shall contribute to
the amount paid or payable by the other party as a result of the losses, claims,
damages or liabilities of the other party in such proportion as is appropriate
to reflect the relative fault and the relative benefit of the Depositor on the
one hand and the Trustee on the other.

                  (d)      Nothing shall be construed from the foregoing
subsections (a), (b) and (c) to require the Trustee or any officer, director or
Affiliate thereof to sign any Form 10-K or any certification contained therein.
Furthermore, the inability of the Trustee to file a Form 10-K as a result of the
lack of required information as set forth in Section 3.22(a) or required
signatures on such Form 10-K or any certification contained therein shall not be
regarded as a breach by the Trustee of any obligation under this Agreement.

                  (e)      Notwithstanding the provisions of Section 11.01, this
Section 3.22 may be amended without the consent of the Certificateholders.

         Section 3.23 UCC.

                  The Seller agrees to execute and file continuation statements
for any Uniform Commercial Code financing statements which were filed in
connection with the Trust. The Seller shall file any financing statements or
amendments and continuation statements thereto required by any change in the
Uniform Commercial Code.


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<PAGE>


         Section 3.24 OPTIONAL PURCHASE OF DEFAULTED MORTGAGE LOANS.

                  With respect to any Mortgage Loans which are delinquent in
payment by 91 days or more or is an REO Property, the Seller shall have the
right to purchase such Mortgage Loan or REO Property from the Trust at a price
equal to the Purchase Price.

                  If at any time the Seller remits to the Trustee a payment for
deposit in the Distribution Account covering the amount of the Purchase Price
for such a Mortgage Loan, then the Trustee shall execute the assignment of such
Mortgage Loan at the request of the Seller without recourse to the Seller which
shall succeed to all the Trustee's right, title and interest in and to such
Mortgage Loan, and all security and documents relative thereto. Such assignment
shall be an assignment outright and not for security. The Seller will thereupon
own such Mortgage, and all such security and documents, free of any further
obligation to the Trustee or the Certificateholders with respect thereto. The
Seller shall be responsible for any transfer costs incurred with respect to a
Mortgage Loan purchased pursuant to this Section 3.24.


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<PAGE>


                                   ARTICLE IV

                                    ACCOUNTS


         Section 4.01 COLLECTION OF MORTGAGE LOAN PAYMENTS; CUSTODIAL ACCOUNT.

                  (a)      The Servicer shall make reasonable efforts in
accordance with Accepted Servicing Practices to collect all payments called for
under the terms and provisions of the related 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
Servicer may in its discretion (i) waive any late payment charge and (ii) extend
the due dates for payments due on a Mortgage Note for a Mortgage Loan for a
period not greater than 180 days; provided, however no such extension shall be
materially adverse to the Certificateholders. In the event of any such
arrangement, the 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, and
shall be entitled to reimbursement therefor in accordance with Section 5.01. The
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. In addition, if (x) a Mortgage Loan is in
default or default is imminent or (y) the Servicer delivers to the Trustee a
REMIC Opinion, the Servicer may, (A) amend the related Mortgage Note to reduce
the Mortgage Rate applicable thereto and (B) amend any Mortgage Note for a
Mortgage Loan to extend to the maturity thereof.

                  (b)      The Servicer shall establish and maintain a
segregated Custodial Account (which shall at all times be an Eligible Account)
with a depository institution in the name of the Servicer for the benefit of the
Trustee on behalf of the Certificateholders and designated "JPMorgan Chase Bank,
N.A., as trustee for registered holders of Nomura Asset Acceptance Corporation,
Mortgage Pass-Through Certificates, Series 2004-AR3". On behalf of the Trust
Fund, the Servicer shall deposit or cause to be deposited in the clearing
account in which it customarily deposits payments and collection on Mortgage
Loans in connection with its mortgage loan servicing activities on a daily basis
and in no event more than one Business Day after the Servicer's receipt thereof,
and shall thereafter deposit in the Custodial Account, in no event more than two
Business Days after the Servicer's receipt thereof, except as otherwise
specifically provided herein, the following payments and collections remitted by
subservicers or received by it in respect of the Mortgage Loans subsequent to
the Cut-off Date (other than in respect of principal and interest due on the
related Mortgage Loans on or before the Cut-off Date) and the following amounts
required to be deposited hereunder:

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

                           (ii)     all payments on account of interest on the
         Mortgage Loans net of the related Servicing Fee permitted under Section
         3.10;


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<PAGE>


                           (iii)    all Liquidation Proceeds, Insurance Proceeds
         and condemnation proceeds with respect to the Mortgage Loans, other
         than proceeds to be applied to the restoration or repair of the related
         Mortgaged Properties or released to the Mortgagor in accordance with
         the Servicer's normal servicing procedures;

                           (iv)     any amount required to be deposited by the
         Servicer pursuant to Section 4.01(c) in connection with any losses on
         Permitted Investments;

                           (v)      any amounts required to be deposited by the
         Servicer pursuant to Section 3.05;

                           (vi)     any amounts paid by an Advance Financing
         Person in respect of Advances or Servicing Advances;

                           (vii)    any Prepayment Charges collected by the
         Servicer in connection with the Principal Prepayment of any of the
         Mortgage Loans and any Servicer Prepayment Charge Payment Amounts; and

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

                  The foregoing requirements for deposit by the Servicer into
the Custodial Account shall be exclusive, it being understood and agreed that,
without limiting the generality of the foregoing, payments in the nature of late
payment charges or assumption fees, if collected, need not be deposited by the
Servicer. In the event that the Servicer shall deposit any amount not required
to be deposited and not otherwise subject to withdrawal pursuant to Section
4.02, it may at any time withdraw or direct the institution maintaining the
Custodial Account, to withdraw such amount from the Custodial 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 Custodial Account, that describes the amounts deposited in error
in the Custodial Account. The Servicer shall maintain adequate records with
respect to all withdrawals made pursuant to this Section. All funds deposited in
the Custodial Account shall be held in trust for the Certificateholders until
withdrawn in accordance with Section 4.02.

                  (c)      The institution that maintains the Custodial Account
or other authorized entity shall invest the funds in the Custodial Account, in
the manner directed by the Servicer, in Permitted Investments which shall mature
not later than the next succeeding Remittance Date and 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. All
income and gain net of any losses realized from any such investment shall be for
the benefit of the Servicer as servicing compensation and shall be remitted to
it monthly as provided herein. The amount of any losses incurred in the
Custodial Account in respect of any such investments shall be deposited by the
Servicer into the Custodial Account immediately as realized, out of its own
funds.

                  (d)      The 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 Custodial Account prior to any change
thereof.


                                      -75-
<PAGE>


         Section 4.02 PERMITTED WITHDRAWALS FROM THE CUSTODIAL ACCOUNT.

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

                           (i)      to pay itself (to the extent not previously
         paid to or withheld by the Servicer), as servicing compensation in
         accordance with Section 3.10, 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,
         those other amounts set forth in Section 3.10;

                           (ii)     to reimburse the Servicer or an Advance
         Financing Person for (A) any unreimbursed Advances to the extent of
         amounts received which represent late recoveries of payments of
         principal and/or interest (net of the related Servicing Fees),
         Liquidation Proceeds and Insurance Proceeds on the Mortgage Loans with
         respect to which such Advances were made in accordance with the
         provisions of Section 5.01; and (B) any unreimbursed Advances with
         respect to the final liquidation of a Mortgage Loan that are
         Nonrecoverable Advances, but only to the extent that late recoveries of
         payments of principal and/or interest, Liquidation Proceeds and
         Insurance Proceeds received with respect to such Mortgage Loan are
         insufficient to reimburse the Servicer or an Advance Financing Person
         for such unreimbursed Advances or (C) subject to Section 4.02(b), any
         unreimbursed Advances to the extent of Amounts Held For Future
         Distribution funds held in the Custodial Account that were not included
         in the Available Distribution Amount for the preceding Distribution
         Date;

                           (iii)    to reimburse the Servicer or an Advance
         Financing Person for any Nonrecoverable Advances;

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

                           (v)      to pay the Servicer any unpaid Servicing
         Fees and to reimburse it or any Advance Financing Person for any
         unreimbursed Servicing Advances, provided, however, that the Servicer's
         or such Advance Financing Person's right to reimbursement for Servicing
         Advances pursuant to this subclause (v) with respect to any Mortgage
         Loan shall be limited to amounts received on particular Mortgage
         Loan(s) (including, for this purpose, late recoveries of payments of
         principal and/or interest, Liquidation Proceeds, Insurance Proceeds,
         condemnation proceeds and purchase and repurchase proceeds) that
         represent late recoveries of the payments for which such Servicing
         Advances were made;

                           (vi)     to pay to the Seller or the Depositor with
         respect to each Mortgage Loan or property acquired in respect thereof
         that has been purchased pursuant to Section 2.02, 2.03 or 3.24, all
         amounts received thereon and not taken into account in determining the
         related Stated Principal Balance of such repurchased Mortgage Loan;

                           (vii)    to pay any expenses recoverable by the
         Servicer pursuant to Section 7.04;


                                      -76-
<PAGE>


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

                           (ix)     to clear and terminate the Custodial Account
         upon termination of this Agreement pursuant to Section 10.01 hereof.

                  In addition, no later than 3:00 p.m. Eastern time on the
Remittance Date, the Servicer shall withdraw from the Custodial Account and
remit to the Trustee (a) all amounts deposited in the Custodial Account as of
the close of business on the last day of the related Due Period (net of charges
against or withdrawals from the Custodial Account pursuant to this Section
4.02), plus (b) all Advances, if any, which the Servicer is obligated to make
pursuant to Section 5.01, minus (c) any amounts attributable to Principal
Prepayments, Liquidation Proceeds, Insurance Proceeds or condemnation proceeds
received after the applicable Prepayment Period, which amounts shall be remitted
on the following Remittance Date, together with any Compensating Interest
required to be deposited in the Custodial Account in connection with such
Principal Prepayment in accordance with Section 5.02, and minus (d) any amounts
attributable to Scheduled Payments collected but due on a Due Date or Due Dates
subsequent to the first day of the month in which such Remittance Date occurs,
which amounts shall be remitted on the Remittance Date next succeeding the Due
Date related to such Scheduled Payment.

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

                  (b)      Notwithstanding the foregoing, any Amounts Held For
Future Distribution withdrawn by the Servicer as permitted in Section
4.02(a)(ii) in reimbursement of Advances previously made by the Servicer shall
be appropriately reflected in the Servicer's records and replaced by the
Servicer by deposit in the Custodial Account, no later than the close of
business on any future Remittance Date on which the funds on deposit in the
Custodial Account shall be less than the amount required to be remitted to the
Trust on such Remittance Date; provided, however that if the rating of the
Servicer (including any Successor Servicer) is less than "BBB", the Servicer
shall be required to replace such funds by deposit to the Distribution Account,
no later than the close of business on the Remittance Date immediately following
the Due Period or Prepayment Period for which such amounts relate.

         Section 4.03 REPORTS TO TRUSTEE.

         On or before the tenth calendar day of each month, the Servicer shall
furnish to the Trustee electronically in a format reasonably acceptable to the
Trustee loan accounting reports in the investor's assigned loan number order to
document the payment activity on each Mortgage Loan on an individual mortgage
loan basis. With respect to each month, such loan accounting


                                      -77-
<PAGE>


reports shall contain the following, or other items reasonably requested by the
Trustee and which it needs in connection with the performance of its duties
under Sections 5.06 and 5.09:

                           (i)      With respect to each Scheduled Payment (on
         both an actual and scheduled basis with respect to mortgage loan
         balances and on an actual basis with respect to paid-through dates),
         the amount of such remittance allocable to principal (including a
         separate breakdown of any Principal Prepayment, including the amount of
         any Prepayment Interest Shortfall);

                           (ii)     with respect to each Monthly Payment, the
         amount of such remittance allocable to scheduled interest;

                           (iii)    the amount of any Prepayment Charges
         collected by the Servicer;

                           (iv)     the amount of servicing compensation
         received by the Servicer during the prior calendar month;

                           (v)      the Aggregate Loan Group Balance of the
         Mortgage Loans in each Loan Group and the Aggregate Loan Balance;

                           (vi)     the aggregate amount of Advances made by the
         Servicer pursuant to Section 5.01;

                           (vii)    the aggregate of any expenses reimbursed to
         the Servicer during the prior calendar month pursuant to Section 4.02;
         and

                           (viii)   the number and aggregate outstanding
         principal balances of Mortgage Loans (a) delinquent (1) 30 to 59 days,
         (2) 60 to 89 days, (3) 90 days or more; (b) as to which foreclosure has
         commenced; and (c) as to which REO Property has been acquired.

         Section 4.04 COLLECTION OF TAXES; ASSESSMENTS AND SIMILAR ITEMS; ESCROW
                      ACCOUNTS.

                  To the extent required by the related Mortgage Note, the
Servicer shall establish and maintain one or more accounts (each, an "Escrow
Account") and deposit, promptly upon receipt, and retain therein all collections
from the Mortgagors (or advances by the Servicer) for the payment of taxes,
assessments, hazard insurance premiums or comparable items for the account of
the Mortgagors. Nothing herein shall require the 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 Servicer out of related collections for any payments made with
respect to each Mortgage Loan pursuant to Section 3.01 (with respect to taxes
and assessments and insurance premiums) and Section 3.05 (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 such Mortgagors on balances in the Escrow Account,
to remove amounts deposited in error or to clear and terminate the Escrow
Account at the termination of this Agreement in


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<PAGE>


accordance with Section 10.01 thereof. The Escrow Account shall not be a part of
the Trust Fund.

         Section 4.05 ADJUSTMENTS TO MORTGAGE RATE AND SCHEDULED PAYMENT.

         On each applicable Adjustment Date, the Mortgage Rate with respect to
each Mortgage Loan shall be adjusted, in compliance with the requirements of the
related Mortgage and Mortgage Note, to equal the sum of the Index plus the Gross
Margin (rounded in accordance with the related Mortgage Note) subject to the
applicable Periodic Rate Cap, Maximum Mortgage Interest Rate and Minimum
Mortgage Interest Rate, as set forth in the Mortgage Note. The Servicer shall
execute and deliver the notices required by each Mortgage and Mortgage Note,
applicable laws and regulations regarding interest rate adjustments. The
Servicer shall also provide timely notification to the Trustee of all applicable
data and information regarding such interest rate adjustments and the Servicer's
methods of implementing such interest rate adjustments. Upon the discovery by
the Servicer or the Trustee that the Servicer has failed to adjust a Mortgage
Rate or a Scheduled Payment pursuant to the terms of the related Mortgage Note
and Mortgage, the Servicer shall immediately deposit in the Custodial Account
from its own funds the amount of any interest loss caused thereby without
reimbursement therefor.

         Section 4.06 DISTRIBUTION ACCOUNT.

                  (a)      (a) The Trustee shall establish and maintain in the
name of the Trustee, for the benefit of the Certificateholders, the Distribution
Account as a segregated non-interest bearing trust account or accounts. The
Trustee will deposit in the Distribution Account as identified by the Trustee
and as received by the Trustee, the following amounts:

                           (i)      All payments and recoveries in respect of
principal on the Mortgage Loans, including, without limitation, Principal
Prepayments, Subsequent Recoveries, Liquidation Proceeds, Insurance Proceeds,
condemnation proceeds and all payments and recoveries in respect of interest on
the Mortgage Loans withdrawn by the Servicer from the Custodial Account and
remitted by the Servicer to the Trustee;

                           (ii)     Any Advance and any Compensating Interest
Payments;

                           (iii)    Any Prepayment Charges collected by the
Servicer in connection with the Principal Prepayment of any of the Mortgage
Loans (including any Servicer Prepayment Charge Payment Amounts);

                           (iv)     Any Insurance Proceeds or Liquidation
Proceeds received by or on behalf of the Trustee or which were not deposited in
the Custodial Account;

                           (v)      The Repurchase Price with respect to any
Mortgage Loans purchased by the Seller or Section 2.02 or 2.03, any amounts
which are to be treated pursuant to Section 2.04 of this Agreement as the
payment of such a Repurchase Price, the Repurchase Price with respect to any
Mortgage Loans purchased by the Depositor pursuant to Section 3.24, and all
proceeds of any Mortgage Loans or property acquired with respect thereto
repurchased by the Class X Certificateholder or its designee pursuant to Section
10.01;


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<PAGE>


                           (vi)     Any amounts required to be deposited with
respect to losses on investments of deposits in an Account; and

                           (vii)    Any other amounts received by or on behalf
of the Trustee and required to be deposited in the Distribution Account pursuant
to this Agreement.

                  (b)      All amounts deposited to the Distribution Account
shall be held by the Trustee in the name of the Trustee in trust for the benefit
of the Certificateholders in accordance with the terms and provisions of this
Agreement. The requirements for crediting the Distribution Account shall be
exclusive, it being understood and agreed that, without limiting the generality
of the foregoing, payments in the nature of late payment charges or assumption,
tax service, statement account or payoff, substitution, satisfaction, release
and other like fees and charges, need not be credited by the Servicer to the
Distribution Account.

                  (c)      The amount at any time credited to the Distribution
Account shall be held uninvested.

         Section 4.07 PERMITTED WITHDRAWALS AND TRANSFERS FROM THE DISTRIBUTION
                      ACCOUNT.

                  (a)      The Trustee will, from time to time make or cause to
be made such withdrawals or transfers from the Distribution Account pursuant to
this Agreement for the following purposes:

                           (i)      to pay the Trustee any expenses recoverable
by the Trustee pursuant to this Agreement.

                           (ii)     to reimburse the Trustee as Successor
Servicer or the Servicer for any Advance or Servicing Advance of its own funds,
the right of the Trustee as Successor Servicer or the Servicer to reimbursement
pursuant to this subclause (ii) being limited to amounts received on a
particular Mortgage Loan (including, for this purpose, the Purchase Price
therefor, Insurance Proceeds, Liquidation Proceeds and condemnation proceeds)
which represent late payments or recoveries of the principal of or interest on
such Mortgage Loan respecting which such Advance or Servicing Advance was made;

                           (iii)    to reimburse the Trustee or the Servicer
from Insurance Proceeds or Liquidation Proceeds relating to a particular
Mortgage Loan for amounts expended by the Trustee as Successor Servicer or the
Servicer in good faith in connection with the restoration of the related
Mortgaged Property which was damaged by an uninsured cause or in connection with
the liquidation of such Mortgage Loan;

                           (iv)     to reimburse the Trustee as Successor
Servicer or the Servicer from Insurance Proceeds relating to a particular
Mortgage Loan for insured expenses incurred with respect to such Mortgage Loan
and to reimburse the Trustee as Successor Servicer or the Servicer from
Liquidation Proceeds from a particular Mortgage Loan for Liquidation Expenses
incurred with respect to such Mortgage Loan;

                           (v)      to reimburse the Trustee as Successor
Servicer or the Servicer for advances of funds pursuant to this Agreement, and
the right to reimbursement pursuant to this subclause being limited to amounts
received on the related Mortgage Loan (including, for this


                                      -80-
<PAGE>


purpose, the Purchase Price therefor, Insurance Proceeds, Liquidation Proceeds
and condemnation proceeds) which represent late recoveries of the payments for
which such advances were made;

                           (vi)     to reimburse the Trustee as Successor
Servicer or the Servicer for any Advance or advance, after a Realized Loss has
been allocated with respect to the related Mortgage Loan if the Advance or
advance has not been reimbursed pursuant to clauses (ii) and (v);

                           (vii)    to pay the Credit Risk Management Fee to the
Credit Risk Manager; provided, however, that upon the termination of the Credit
Risk Manager pursuant to Section 4.08(b) hereof, the amount of the Credit Risk
Management Fee (or any portion thereof) previously payable to the Credit Risk
Manager as described herein shall be paid to the Seller;

                           (viii)   to reimburse the Trustee for expenses, costs
and liabilities incurred by and reimbursable to it pursuant to this Agreement
(including the expenses of the Trustee in connection with a tax audit in
connection with the performance of its obligations pursuant to Section 9.12);

                           (ix)     to pay to the Trust Fund, as additional
servicing compensation, any Excess Liquidation Proceeds to the extent not
retained by the Servicer;

                           (x)      to reimburse or pay the Servicer any such
amounts as are due thereto under this Agreement and have not been retained by or
paid to the Servicer, to the extent provided herein or therein;

                           (xi)     to reimburse the Trustee for expenses
incurred in the transfer of servicing responsibilities of the terminated
Servicer after the occurrence and continuance of a Servicer Default to the
extent not paid by the terminated Servicer;

                           (xii)    after the occurrence of an event of default
under the Advance Facility, to reimburse any Advance Financing Person for any
Advances or Servicing Advances made by such Advance Financing Person pursuant to
Section 5.01(b) and not reimbursed to such Advance Financing Person pursuant to
Section 4.02;

                           (xiii)   to reimburse the Custodian for expenses,
costs and liabilities incurred or reimbursable to it pursuant to this Agreement;

                           (xiv)    to remove amounts deposited in error; and

                           (xv)     to clear and terminate the Distribution
Account pursuant to Section 10.01.

                  (b)      The Trustee shall keep and maintain separate
accounting, on a Mortgage Loan by Mortgage Loan basis, for the purpose of
accounting for any reimbursement from the Distribution Account pursuant to
subclauses (ii) through (v), inclusive, and (vii) or with respect to any such
amounts which would have been covered by such subclauses had the amounts not
been retained by the Trustee without being deposited in the Distribution Account
under Section 4.07.


                                      -81-
<PAGE>


                  (c)      On each Distribution Date, the Trustee shall
distribute funds on deposit in the Distribution Account to the holders of the
Certificates in accordance with Section 5.06.

         Section 4.08 DUTIES OF THE CREDIT RISK MANAGER; TERMINATION.

                  (a)      The Depositor appoints The Murrayhill Company as
Credit Risk Manager. For and on behalf of the Depositor, the Credit Risk Manager
will provide reports and recommendations concerning the Mortgage Loans that are
past due, as to which there has been commencement of foreclosure, as to which
there has been forbearance in exercise of remedies which are in default, as to
which a Mortgagor is the subject of bankruptcy, receivership, or an arrangement
of creditors, or as to which have become REO Properties. Such reports and
recommendations will be based upon information provided to the Credit Risk
Manager pursuant to the Credit Risk Management Agreement and the Credit Risk
Manager shall look solely to the Servicer for all information and data
(including loss and delinquency information and data) and loan level information
and data relating to the servicing of the Mortgage Loans. If the Credit Risk
Manager is no longer able to perform its duties hereunder, the Credit Risk
Manager may be terminated by the Depositor at the direction of
Certificateholders evidencing not less than 66 2/3% of the Voting Rights. The
Depositor may, at its option, cause the appointment of a successor Credit Risk
Manager. Upon any termination of the Credit Risk Manager or the appointment of a
successor Credit Risk Manager, the Depositor shall give written notice thereof
to the Servicer, the Trustee, each Rating Agency and the Credit Risk Manager.
Notwithstanding the foregoing, the termination of the Credit Risk Manager
pursuant to this Section 4.08(a) shall not become effective until the
appointment of a successor Credit Risk Manager.

                  (b)      Within six months of the Closing Date, the Seller
may, at its option, terminate the Credit Risk Manager if, in its reasonable
judgment, (i) the value of the servicing rights with respect to the Mortgage
Loans is adversely affected as a result of the presence of the Credit Risk
Manager or (ii) the presence of the Credit Risk Manager impairs the ability of
the Seller to transfer the servicing rights with respect to the Mortgage Loans
as permitted by this Agreement. Upon the termination of the Credit Risk Manager,
the Seller may, at its option, cause the Depositor to appoint a successor Credit
Risk Manager. Notice of such termination shall be provided by the Seller to the
Rating Agencies, the Trustee, the Depositor, the Servicer and the Credit Risk
Manager. Upon the appointment of a successor Credit Risk Manager, the Depositor
shall provide written notice thereof to each Rating Agency, the Trustee, the
Servicer and the Credit Risk Manager.

                  If the Credit Risk Manager is terminated pursuant to this
Section 4.08(b), the Credit Risk Manager shall only be entitled to a fee equal
to 0.0050% with respect to each Mortgage Loan for the one year period following
such termination. After the expiration of such one year period, the Credit Risk
Manager shall not be entitled to the Credit Risk Management Fee or any portion
thereof with respect to any Mortgage Loan. The excess of the Credit Risk
Management Fee with respect to each Mortgage Loan over the amount payable to the
Credit Risk Manager as described in this paragraph shall be paid to the Seller
pursuant to Section 4.07(a)(vii).


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<PAGE>


         Section 4.09 LIMITATION UPON LIABILITY OF THE CREDIT RISK MANAGER.

                  Neither the Credit Risk Manager, nor any of the directors,
officers, employees or agents of the Credit Risk Manager, shall be under any
liability to the Trustee, the Certificateholders or the Depositor for any action
taken or for refraining from the taking of any action in good faith pursuant to
this Agreement, in reliance upon information provided by the Servicer under the
Credit Risk Management Agreement or of errors in judgment; provided, however,
that this provision shall not protect the Credit Risk Manager or any such person
against liability that would otherwise be imposed by reason of willful
malfeasance, bad faith or gross negligence in its performance of its duties
under this Agreement or the Credit Risk Management Agreement. The Credit Risk
Manager and any director, officer, employee or agent of the Credit Risk Manager
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, and may
rely in good faith upon the accuracy of information furnished by the Servicer
pursuant to the Credit Risk Management Agreement in the performance of its
duties thereunder and hereunder.


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<PAGE>


                                   ARTICLE V

                           ADVANCES AND DISTRIBUTIONS


         Section 5.01 ADVANCES; ADVANCE FACILITY.

                  (a)      The Servicer shall make an Advance with respect to
any Mortgage Loan and deposit such Advance in the Distribution Account no later
than 3:00 p.m. Eastern time on the Remittance Date in immediately available
funds. The Servicer shall be obligated to make any such Advance only to the
extent that such advance would not be a Nonrecoverable Advance. If the 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 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.

                  In lieu of making all or a portion of such Advance from its
own funds, the Servicer may (i) cause to be made an appropriate entry in its
records relating to the Custodial Account that any Amounts Held for Future
Distribution has been used by the Servicer in discharge of its obligation to
make any such Advance and (ii) transfer such funds from the Custodial Account to
the Distribution Account. Any funds so applied and transferred shall be replaced
by the Servicer by deposit in the Distribution Account, no later than the close
of business on any future Remittance Date on which the funds on deposit in the
Custodial Account shall be less than the amount required to be remitted to the
Trust on such Remittance Date; provided, however that if the rating of the
Servicer (including any Successor Servicer) is less than "BBB", the Servicer
shall be required to replace such funds by deposit to the Distribution Account,
no later than the close of business on the Remittance Date immediately following
the Due Period or Prepayment Period for which such amounts relate.

                  The Servicer shall be entitled to be reimbursed from the
Custodial Account for all Advances of its own funds made pursuant to this
Section as provided in Section 4.02. 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 Trust Fund pursuant to any applicable provision of this
Agreement, except as otherwise provided in this Section 5.01.

                  Subject to and in accordance with the provisions of Article
VIII hereof, in the event that the Servicer fails to make such Advance, then the
Trustee, as a Successor Servicer, shall be obligated to make such Advance only
to the extent such Advance, if made, would not constitute a Nonrecoverable
Advance, subject to the provisions of Sections 5.01 and 8.02.

                  (b)(i)   The Servicer is hereby authorized to enter into a
financing or other facility (any such arrangement, an "Advance Facility"), the
documentation for which complies with Section 5.01(b)(v) below, under which (1)
the Servicer assigns or pledges its rights under this Agreement to be reimbursed
for any or all Advances and/or Servicing Advances to (i) a Person,


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which may be a special-purpose bankruptcy-remote entity (an "SPV"), (ii) a
Person, which may simultaneously assign or pledge such rights to an SPV or (iii)
a lender (a "Lender"), which, in the case of any Person or SPV of the type
described in either of the preceding clauses (i) or (ii), may directly or
through other assignees and/or pledgees, assign or pledge such rights to a
Person, which may include a trustee acting on behalf of holders of debt
instruments (any such Person or any such Lender, an "Advance Financing Person"),
and/or (2) an Advance Financing Person agrees to fund all the Advances and/or
Servicing Advances required to be made by the Servicer pursuant to this
Agreement. No consent of the Trustee, Certificateholders or any other party
shall be required before the Servicer may enter into an Advance Facility nor
shall the Trustee or the Certificateholders be a third party beneficiary of any
obligation of an Advance Financing Person to the Servicer. Notwithstanding the
existence of any Advance Facility under which an Advance Financing Person agrees
to fund Advances and/or Servicing Advances, (A) the Servicer (i) shall remain
obligated pursuant to this Agreement to make Advances and/or Servicing Advances
pursuant to and as required by this Agreement and (ii) shall not be relieved of
such obligations by virtue of such Advance Facility and (B) neither the Advance
Financing Person nor any Servicer's Assignee (as hereinafter defined) shall have
any right to proceed against or otherwise contact any Mortgagor for the purpose
of collecting any payment that may be due with respect to any related Mortgage
Loan or enforcing any covenant of such Mortgagor under the related Mortgage Loan
documents.

                  (ii)     If the Servicer enters into an Advance Facility, the
Servicer and the related Advance Financing Person shall deliver to the Trustee
at the address set forth in Section 11.05 hereof no later than the Servicer
Remittance Date immediately following the effective date of such Advance
Facility a written notice (an "Advance Facility Notice"), stating (a) the
identity of the Advance Financing Person and (b) the identity of the Person (the
"Servicer's Assignee") that will, subject to Section 5.01(b)(iii) hereof, have
the right to make withdrawals from the Custodial Account pursuant to Section
4.02 hereof to reimburse previously unreimbursed Advances and/or Servicing
Advances ("Advance Reimbursement Amounts"). Advance Reimbursement Amounts (i)
shall consist solely of amounts in respect of Advances and/or Servicing Advances
for which the Servicer would be permitted to reimburse itself in accordance with
Section 4.02 hereof, assuming the Servicer had made the related Advance(s)
and/or Servicing Advance(s) and (ii) shall not consist of amounts payable to a
successor Servicer in accordance with Section 4.02 hereof to the extent
permitted under Section 5.01(b)(v) below.

                  (iii)    Notwithstanding the existence of an Advance Facility,
the Servicer, on behalf of the Advance Financing Person and the Servicer's
Assignee, shall be entitled to receive reimbursements of Advances and/or
Servicing Advances in accordance with Section 4.02 hereof, which entitlement may
be terminated by the Advance Financing Person pursuant to a written notice to
the Trustee in the manner set forth in Section 11.05 hereof. Upon receipt of
such written notice, the Servicer shall no longer be entitled to receive
reimbursement for any Advance Reimbursement Amounts and the Servicer's Assignee
shall immediately have the right to receive from the Custodial Account all
Advance Reimbursement Amounts. Notwithstanding the foregoing, and for the
avoidance of doubt, (i) the Servicer and/or the Servicer's Assignee shall only
be entitled to reimbursement of Advance Reimbursement Amounts hereunder from
withdrawals from the Custodial Account pursuant to Section 4.02 of this
Agreement and shall not otherwise be entitled to make withdrawals or receive
amounts that shall be deposited in the Distribution Account pursuant to Section
4.06 hereof, and (ii) none of the Trustee or the Certificateholders shall have
any right to, or otherwise be entitled to, receive


                                      -85-
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any Advance Reimbursement Amounts to which the Servicer or Servicer's Assignee,
as applicable, shall be entitled pursuant to Section 4.02 hereof. An Advance
Facility may be terminated by the joint written direction of the Servicer and
the related Advance Financing Person. Written notice of such termination shall
be delivered to the Trustee in the manner set forth in Section 11.05 hereof.
None of the Depositor or the Trustee shall, as a result of the existence of any
Advance Facility, have any additional duty or liability with respect to the
calculation or payment of any Advance Reimbursement Amount, nor, as a result of
the existence of any Advance Facility, shall the Depositor or the Trustee have
any additional responsibility to track or monitor the administration of the
Advance Facility or the payment of Advance Reimbursement Amounts to Servicer's
Assignee. The Servicer shall indemnify the Depositor, the Trustee, any successor
Servicer and the Trust Fund for any claim, loss, liability or damage resulting
from any claim by the related Advancing Financing Person, except to the extent
that such claim, loss, liability or damage resulted from or arose out of
negligence, recklessness or willful misconduct on the part of the Depositor, the
Trustee or any successor Servicer, as the case may be, or failure by the
successor Servicer or the Trustee, as the case may be, to remit funds as
required by this Agreement or the commission of an act or omission to act by the
successor Servicer or the Trustee, as the case may be, and the passage of any
applicable cure or grace period, such that an Event of Default under this
Agreement occurs or such entity is subject to termination for cause under this
Agreement. The Servicer shall maintain and provide to any successor Servicer
and, upon request, the Trustee a detailed accounting on a loan-by-loan basis as
to amounts advanced by, pledged or assigned to, and reimbursed to any Advancing
Financing Person. The successor Servicer shall be entitled to rely on any such
information provided by the Servicer, and the successor Servicer shall not be
liable for any errors in such information.

                  (iv)     An Advance Financing Person who receives an
assignment or pledge of rights to receive Advance Reimbursement Amounts and/or
whose obligations are limited to the funding of Advances and/or Servicing
Advances pursuant to an Advance Facility shall not be required to meet the
criteria for qualification as the Servicer.

                  (v)      As between the Servicer and its Advance Financing
Person, on the one hand, and a successor Servicer and its Advance Financing
Person, if any, on the other hand, Advance Reimbursement Amounts on a
loan-by-loan basis with respect to each Mortgage Loan as to which an Advance
and/or Servicing Advance shall have been made and be outstanding shall be
allocated on a "first-in, first out" basis. In the event the Servicer's Assignee
shall have received some or all of an Advance Reimbursement Amount related to
Advances and/or Servicing Advances that were made by a Person other than the
Servicer or its related Advance Financing Person in error, then the Servicer's
Assignee shall be required to remit any portion of such Advance Reimbursement
Amount to each Person entitled to such portion of such Advance Reimbursement
Amount. Without limiting the generality of the foregoing, the Servicer shall
remain entitled to be reimbursed by the Advance Financing Person for all
Advances and/or Servicing Advances funded by the Servicer to the extent the
related Advance Reimbursement Amounts have not been assigned or pledged to such
Advance Financing Person or Servicer's Assignee.

                  (vi)     For purposes of any Officer's Certificate of the
Servicer delivered pursuant to Section 5.01(a), any Nonrecoverable Advance
referred to therein may have been made by the Servicer. In making its
determination that any Advance or Servicing Advance theretofore made has become
a Nonrecoverable Advance, the Servicer shall apply the same


                                      -86-
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criteria in making such determination regardless of whether such Advance or
Servicing Advance shall have been made by the Servicer.

                  (vii)    Any amendment to this Section 5.01(b) or to any other
provision of this Agreement that may be necessary or appropriate to effect the
terms of an Advance Facility as described generally in this Section 5.01(b),
including amendments to add provisions relating to a successor Servicer, may be
entered into by the Trustee, the Depositor and the Servicer without the consent
of any Certificateholder, provided such amendment complies with Section 11.01
hereof. All reasonable costs and expenses (including attorneys' fees) of each
party hereto of any such amendment shall be borne solely by the Servicer. The
parties hereto hereby acknowledge and agree that: (a) the Advances and/or
Servicing Advances financed by and/or pledged to an Advance Financing Person
under any Advance Facility are obligations owed to the Servicer payable only
from the cash flows and proceeds received under this Agreement for reimbursement
of Advances and/or Servicing Advances only to the extent provided herein, and
the Trustee and the Trust are not, as a result of the existence of any Advance
Facility, obligated or liable to repay any Advances and/or Servicing Advances
financed by the Advance Financing Person; (b) the Servicer will be responsible
for remitting to the Advance Financing Person the applicable amounts collected
by it as reimbursement for Advances and/or Servicing Advances funded by the
Advance Financing Person, subject to the provisions of this Agreement; and (c)
the Trustee shall not have any responsibility to track or monitor the
administration of the financing arrangement between the Servicer and any Advance
Financing Person.

         Section 5.02 COMPENSATING INTEREST PAYMENTS.

         In the event that there is a Prepayment Interest Shortfall arising from
a voluntary Principal Prepayment in part or in full by the Mortgagor with
respect to any Mortgage Loan, the Servicer shall, to the extent of the Servicing
Fee for such Distribution Date, deposit into the Distribution Account, as a
reduction of and to the extent of, the Servicing Fee for such Distribution Date,
no later than the close of business on the Remittance Date immediately preceding
such Distribution Date, an amount equal to the Prepayment Interest Shortfall;
and in case of such deposit, the Servicer shall not be entitled to any recovery
or reimbursement from the Depositor, the Trustee, the Seller, the Trust Fund or
the related Certificateholders.

         Section 5.03 REMIC DISTRIBUTIONS.

                  On each Distribution Date the Trustee, shall be deemed to
allocate distributions to the REMIC I Regular Interests in accordance with
Section 5.11 hereof.

         Section 5.04 RESERVED.

         Section 5.05 RESERVED.

         Section 5.06 DISTRIBUTIONS ON THE CERTIFICATES.

         On each Distribution Date, the Trustee shall withdraw funds on deposit
in the Distribution Account and make distributions to the Certificates as
directed in accordance with the related Remittance Report for such Distribution
Date, in the following order of priority:


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<PAGE>


                  (i)      On each Distribution Date, the Interest Remittance
Amount for such Distribution Date will be paid in the following order of
priority:

                           (1)      from the Interest Remittance Amount for Loan
                  Group I, Loan Group II and Loan Group III, to the Senior
                  Certificates, pro rata based on amounts due, Current Interest
                  and any Carryforward Interest for each such Class and such
                  Distribution Date, applied in accordance with the last
                  paragraph of this clause (i);

                           (2)      first, from the Interest Remittance Amount
                  for Loan Group III, then from the Interest Remittance Amount
                  for Loan Group II and then from the Interest Remittance Amount
                  for Loan Group I, to the Class M-1 Certificates, Current
                  Interest and Carryforward Interest for such Class and
                  Distribution Date;

                           (3)      first, from the Interest Remittance Amount
                  for Loan Group III, then from the Interest Remittance Amount
                  for Loan Group II and then from the Interest Remittance Amount
                  for Loan Group I, to the Class M-2 Certificates, Current
                  Interest and Carryforward Interest for such Class and
                  Distribution Date;

                           (4)      first, from the Interest Remittance Amount
                  for Loan Group III, then from the Interest Remittance Amount
                  for Loan Group II and then from the Interest Remittance Amount
                  for Loan Group I, to the Class M-3 Certificates, Current
                  Interest and Carryforward Interest for such Class and
                  Distribution Date;

                           (5)      first, from the Interest Remittance Amount
                  for Loan Group III, then from the Interest Remittance Amount
                  for Loan Group II and then from the Interest Remittance Amount
                  for Loan Group I, to the Class M-4 Certificates, Current
                  Interest and Carryforward Interest for such Class and
                  Distribution Date; and

                           (6)      for application as part of Monthly Excess
                  Cashflow for such Distribution Date, any Monthly Excess
                  Interest for such Distribution Date.

         The Interest Remittance Amount for Loan Group I, Loan Group II and Loan
Group III distributed pursuant to clause (i)(1) above will be applied to the
Senior Certificates as follows: (a) the Interest Remittance Amount for Loan
Group I will be distributed in the following order of priority: (x) first,
concurrently to the Class I-A-1 Certificates and Class I-A-2 Certificates,
Current Interest and any Carryforward Interest for each such Class for such
Distribution Date on a pro rata basis based on the entitlement of each such
Class; and then (y) concurrently, to (1) the Class II-A Certificates and (2) the
Class III-A-1, Class III-A-2, Class III-A-3, Class III-A-4 and Class III-A-5
Certificates, Current Interest and Carryforward Interest for each such Class for
such Distribution Date, on a pro rata basis based on the entitlement of each
such Class, after taking into account the distribution of the Interest
Remittance Amount for Loan Group II


                                      -88-
<PAGE>


and the Interest Remittance Amount for Loan Group 3 on such Distribution Date;
(b) the Interest Remittance Amount for Loan Group II will be distributed in the
following order of priority: (x) first, to the Class II-A Certificates, Current
Interest and any Carryforward Interest for such Class for such Distribution
Date; and then (y) concurrently, to (1) the Class I-A-1 Certificates and Class
I-A-2 Certificates and (2) the Class III-A-1, Class III-A-2, Class III-A-3,
Class III-A-4 and Class III-A-5 Certificates, Current Interest and Carryforward
Interest for each such Class for such Distribution Date, on a pro rata basis
based on the entitlement of each such Class, after taking into account the
distribution of the Interest Remittance Amount for Loan Group I and the Interest
Remittance Amount for Loan Group III on such distribution date; and (c) the
Interest Remittance Amount for Loan Group III will be distributed in the
following order of priority: (x) first, concurrently, to the Class III-A-1,
Class III-A-2, Class III-A-3, Class III-A-4 and Class III-A-5 Certificates,
Current Interest and any Carryforward Interest for each such Class for such
Distribution Date, on a pro rata basis, based on the entitlement of each such
Class; and then (y) concurrently, to (1) the Class I-A-1 Certificates and Class
I-A-2 Certificates and (2) the Class II-A Certificates, Current Interest and
Carryforward Interest for each such Class for such Distribution Date, on a pro
rata basis based on the entitlement of each such Class, after taking into
account the distribution of the Interest Remittance Amount for Loan Group I and
the Interest Remittance Amount for Loan Group II on such Distribution Date.

                  (ii)     The Principal Payment Amount will be paid on each
Distribution Date as follows:

                  I.       On each Distribution Date (a) prior to the Stepdown
         Date or (b) with respect to which a Trigger Event is in effect, the
         Principal Payment Amount will be paid in the following order of
         priority:

         (i)      (a) from the Principal Payment Amount derived from the Group I
                  Mortgage Loans, concurrently, to the Class I-A-1 Certificates
                  and Class I-A-2 Certificates, on a pro rata basis, based on
                  their respective Certificate Principal Balances until the
                  Certificate Principal Balance of each such Class has been
                  reduced to zero;

                  (b) from the Principal Payment Amount derived from the Group
                  II Mortgage Loans, to the Class II-A Certificates, until its
                  Certificate Principal Balance has been reduced to zero;

                  (c) from the Principal Payment Amount derived from the Group
                  III Mortgage Loans, concurrently, to the Class III-A-1, Class
                  III-A-2, Class III-A-3 Class III-A-4 and Class III-A-5
                  Certificates, on pro rata basis, based on their respective
                  Certificate Principal Balances, until the Certificate
                  Principal Balance of each such Class has been reduced to zero;
                  provided, however that, if a Group III Trigger Event is in
                  effect for such Distribution Date, the pro rata allocation of
                  principal to the Class III-A-4 Certificates and Class III-A-5
                  Certificates pursuant to this clause will be based on the
                  aggregate Certificate Principal Balance of the Class III-A-4
                  Certificates and Class III-A-5 Certificates but will be
                  distributed first to


                                      -89-
<PAGE>


                  the Class III-A-4 Certificates, until its Certificate
                  Principal Balance has been reduced to zero and then to the
                  Class III-A-5 Certificates, until its Certificate Principal
                  Balance has been reduced to zero;

         (ii)     (a) from the Principal Payment Amount derived from the Group I
                  Mortgage Loans remaining after the Certificate Principal
                  Balances of the Class I-A-1 Certificates and Class I-A-2
                  Certificates have been reduced to zero, concurrently, to the
                  Class II-A, Class III-A-1, Class III-A-2, Class III-A-3, Class
                  III-A-4 and Class III-A-5 Certificates, on a pro rata basis,
                  based on their respective Certificate Principal Balances
                  remaining after payments pursuant to clause I(i) above, until
                  the Certificate Principal Balance of each such Class has been
                  reduced to zero; provided, however that, if a Group III
                  Trigger Event is in effect for such Distribution Date, the pro
                  rata allocation of principal to the Class III-A-4 Certificates
                  and Class III-A-5 Certificates pursuant to this clause will be
                  based on the aggregate Certificate Principal Balance of the
                  Class III-A-4 Certificates and Class III-A-5 Certificates but
                  will be distributed first to the Class III-A-4 Certificates,
                  until its Certificate Principal Balance has been reduced to
                  zero and then to the Class III-A-5 Certificates, until its
                  Certificate Principal Balance has been reduced to zero;

                  (b) from the Principal Payment Amount derived from the Group
                  II Mortgage Loans remaining after the Certificate Principal
                  Balance of the Class II-A Certificates has been reduced to
                  zero, concurrently, to the Class I-A-1, Class 1-A-2, Class
                  III-A-1, Class III-A-2, Class III-A-3, Class III-A-4 and Class
                  III-A-5 Certificates, on a pro rata basis, based on their
                  respective Certificate Principal Balances remaining after
                  payments pursuant to clause I(i) above, until the Certificate
                  Principal Balance of each such Class has been reduced to zero;
                  provided, however that, if a Group III Trigger Event is in
                  effect for such Distribution Date, the pro rata allocation of
                  principal to the Class III-A-4 Certificates and Class III-A-5
                  Certificates pursuant to this clause will be based on the
                  aggregate Certificate Principal Balance of the Class III-A-4
                  Certificates and Class III-A-5 Certificates but will be
                  distributed first to the Class III-A-4 Certificates, until its
                  Certificate Principal Balance has been reduced to zero and
                  then to the Class III-A-5 Certificates, until its Certificate
                  Principal Balance has been reduced to zero;

                  (c) from the Principal Payment Amount derived from the Group
                  III Mortgage Loans remaining after the Certificate Principal
                  Balances of the Class III-A-1, Class III-A-2, Class III-A-3,
                  Class III-A-4 and Class III-A-5 Certificates have been reduced
                  to zero, concurrently, to the Class I-A-1, Class 1-A-2
                  Certificates and Class II-A Certificates, on a pro rata basis,
                  based on their respective Certificate Principal Balances
                  remaining after payments pursuant to clause I(i) above, until
                  the Certificate Principal Balance of each such Class has been
                  reduced to zero;


                                      -90-
<PAGE>


                  (iii)    to the Class M-1 Certificates, until its Certificate
Principal Balance is reduced to zero;

                  (iv)     to the Class M-2 Certificates, until its Certificate
Principal Balance is reduced to zero;

                  (v)      to the Class M-3 Certificates, until its Certificate
Principal Balance is reduced to zero;

                  (vi)     to the Class M-4 Certificates, until its Certificate
Principal Balance is reduced to zero; and

                  (vii)    for application as part of Monthly Excess Cashflow
for such Distribution Date pursuant to subclause (iii) below, any such Principal
Payment Amount remaining after application pursuant to clauses I(i) through (vi)
above.

                  II.      On each Distribution Date (a) on or after the
         Stepdown Date and (b) with respect to which a Trigger Event is not in
         effect, the Principal Payment Amount will be paid in the following
         order of priority:

         (i)      (a) from the Principal Payment Amount derived from the Group I
                  Mortgage Loans, the Group I Allocation Amount, concurrently,
                  to the Class I-A-1 Certificates and Class I-A-2 Certificates,
                  on a pro rata basis, based on their respective Certificate
                  Principal Balances until the Certificate Principal Balance of
                  each such Class has been reduced to zero;

                  (b) from Principal Payment Amount derived from the Group II
                  Mortgage Loans, the Group II Allocation Amount to the Class
                  II-A Certificates, until its Certificate Principal Balance has
                  been reduced to zero;

                  (c) from the Principal Payment Amount derived from the Group
                  III Mortgage Loans, the Group III Allocation Amount,
                  concurrently, to the Class III-A-1, Class III-A-2, Class
                  III-A-3, Class III-A-4 and Class III-A-5 Certificates, on pro
                  rata basis, based on their respective Certificate Principal
                  Balances, until the Certificate Principal Balance of each such
                  Class has been reduced to zero;

         (ii)     (a) from the Group I Allocation Amount remaining after the
                  Certificate Principal Balances of the Class I-A-1 Certificates
                  and Class I-A-2 Certificates have been reduced to zero,
                  concurrently, to the Class II-A, Class III-A-1, Class III-A-2,
                  Class III-A-3, Class III-A-4 and Class III-A-5 Certificates,
                  on a pro rata basis, based on their respective Certificate
                  Principal Balances remaining after payments pursuant to clause
                  II(i) above, until the Certificate Principal Balance of each
                  such Class has been reduced to zero;

                  (b) from the Group II Allocation Amount remaining after the
                  Certificate Principal Balance of the Class II-A Certificates
                  has been reduced to zero, concurrently, to the Class I-A-1,
                  Class 1-A-2, Class III-A-1, Class III-A-2,


                                      -91-
<PAGE>


                  Class III-A-3, Class III-A-4 and Class III-A-5 Certificates,
                  on a pro rata basis, based on their respective Certificate
                  Principal Balances remaining after payments pursuant to clause
                  II(i) above, until the Certificate Principal Balance of each
                  such Class has been reduced to zero;

                  (c) from the Group III Allocation Amount remaining after the
                  Certificate Principal Balances of the Class III-A-1, Class
                  III-A-2, Class III-A-3, Class III-A-4 and Class III-A-5
                  Certificates have been reduced to zero, concurrently, to the
                  Class I-A-1, Class I-A-2 and Class II-A Certificates, on a pro
                  rata basis, based on their respective Certificate Principal
                  Balances remaining after payments pursuant to clause II(i)
                  above, until the Certificate Principal Balance of each such
                  Class has been reduced to zero;

                  (iii)    to the Class M-1 Certificates, the Class M-1
                  Principal Payment Amount for such Distribution Date, until its
                  Certificate Principal Balance is reduced to zero;

                  (iv)     to the Class M-2 Certificates, the Class M-2
                  Principal Payment Amount for such Distribution Date, until its
                  Certificate Principal Balance is reduced to zero;

                  (v)      to the Class M-3 Certificates, the Class M-3
                  Principal Payment Amount for such Distribution Date, until its
                  Certificate Principal Balance is reduced to zero;

                  (vi)     to the Class M-4 Certificates, the Class M-4
                  Principal Payment Amount for such Distribution Date, until its
                  Certificate Principal Balance is reduced to zero; and

                  (vii)    for application as part of Monthly Excess Cashflow
                  for such Distribution Date pursuant to clause (iii) below, any
                  such Principal Payment Amount remaining after application
                  pursuant to clauses II(i) through (vi) above.

         (iii)    On each Distribution Date, the Monthly Excess Cashflow will be
                  distributed in the following order of priority:

                  (1)(A) until the aggregate Certificate Principal Balance of
         the Publicly Offered Certificates and the Class III-A-4 Certificates
         equals the Aggregate Loan Balance for such Distribution Date minus the
         Targeted Overcollateralization Amount for such date, on each
         Distribution Date (a) prior to the Stepdown Date or (b) with respect to
         which a Trigger Event is in effect, to the extent of Monthly Excess
         Interest for such Distribution Date, to the Publicly Offered
         Certificates and the Class III-A-4 Certificates, in the following order
         of priority:

         (a)      (i) the Group I Excess Interest Amount in the following order
                  of priority: (x) first, concurrently, to the Class I-A-1
                  Certificates and Class I-A-2 Certificates, on a pro rata basis
                  based on their respective Certificate Principal Balances until
                  the


                                      -92-
<PAGE>


                  Certificate Principal Balance of each such Class has been
                  reduced to zero; and then (y) concurrently, to (1) the Class
                  II-A Certificates and (2) the Class III-A-1, Class III-A-2,
                  Class III-A-3, Class III-A-4 and Class III-A-5 Certificates,
                  on a pro rata basis based on their respective Certificate
                  Principal Balances after taking into account the distribution
                  of the Group II Excess Interest Amount and the Group III
                  Excess Interest Amount, as applicable, until the Certificate
                  Principal Balance of each such Class has been reduced to zero;
                  provided, however that, if a Group III Trigger Event is in
                  effect for such Distribution Date, the pro rata allocation of
                  the Group I Excess Interest Amount to the Class III-A-4
                  Certificates and Class III-A-5 Certificates pursuant to this
                  clause will be based on the aggregate Certificate Principal
                  Balance of the Class III-A-4 Certificates and Class III-A-5
                  Certificates but will be distributed first to the Class
                  III-A-4 Certificates, until its Certificate Principal Balance
                  has been reduced to zero and then to the Class III-A-5
                  Certificates, until its Certificate Principal Balance has been
                  reduced to zero;

                  (ii) the Group II Excess Interest Amount in the following
                  order of priority: (x) first, concurrently, to the Class II-A
                  Certificates, until its Certificate Principal Balance has been
                  reduced to zero; and then (y) concurrently, to (1) the Class
                  I-A-1 Certificates and Class I-A-2 Certificates and (2) the
                  Class III-A-1, Class III-A-2, Class III-A-3, Class III-A-4 and
                  Class III-A-5 Certificates, on a pro rata basis based on their
                  respective Certificate Principal Balances after taking into
                  account the distribution of the Group I Excess Interest Amount
                  and Group III Excess Interest Amount, as applicable, until the
                  Certificate Principal Balance of each such Class has been
                  reduced to zero; provided, however that, if a Group III
                  Trigger Event is in effect for such Distribution Date, the pro
                  rata allocation of the Group II Excess Interest Amount to the
                  Class III-A-4 Certificates and Class III-A-5 Certificates
                  pursuant to this clause will be based on the aggregate
                  Certificate Principal Balance of the Class III-A-4
                  Certificates and Class III-A-5 Certificates but will be
                  distributed first to the Class III-A-4 Certificates, until its
                  Certificate Principal Balance has been reduced to zero and
                  then to the Class III-A-5 Certificates, until its Certificate
                  Principal Balance has been reduced to zero;

                  (iii) the Group III Excess Interest Amount in the following
                  order of priority: (x) first, concurrently, to the Class
                  III-A-1, Class III-A-2, Class III-A-3, Class III-A-4 and Class
                  III-A-5 Certificates, on a pro rata basis based on their
                  respective Certificate Principal Balances, until the
                  Certificate Principal Balance of each such Class has been
                  reduced to zero; and then (y) concurrently, to (1) the Class
                  I-A-1 Certificates and Class I-A-2 Certificates and (2) the
                  Class II-A Certificates, on a pro rata basis based on their
                  respective Certificate Principal Balances after taking into
                  account the distribution of the Group I Excess Interest Amount
                  and Group II Excess Interest Amount, as applicable, until the
                  Certificate Principal Balance of each such Class has been
                  reduced to zero; provided, however that, if a Group III
                  Trigger Event is in effect for such Distribution Date, the pro
                  rata allocation of Group III Excess Interest Amount to the
                  Class III-A-4 Certificates and Class III-A-5 Certificates
                  pursuant to this clause will be based on the aggregate
                  Certificate Principal Balance of the Class III-A-4
                  Certificates and Class III-A-5 Certificates but will be
                  distributed first to the Class III-A-4 Certificates, until its
                  Certificate


                                      -93-
<PAGE>


                  Principal Balance has been reduced to zero and then to the
                  Class III-A-5 Certificates, until its Certificate Principal
                  Balance has been reduced to zero;

                           (b)      to the Class M-1 Certificates, until its
                  Certificate Principal Balance is reduced to zero;

                           (c)      to the Class M-2 Certificates, until its
                  Certificate Principal Balance is reduced to zero;

                           (d)      to the Class M-3 Certificates, until its
                  Certificate Principal Balance is reduced to zero;

                           (e)      to the Class M-4 Certificates, until its
                  Certificate Principal Balance is reduced to zero;

                  (B)      on each Distribution Date on or after the Stepdown
         Date and with respect to which a Trigger Event is not in effect, to
         fund any principal distributions required to be made on such
         Distribution Date set forth in Section 5.06(ii)II after giving effect
         to the distribution of the Principal Payment Amount for such date, in
         accordance with the priorities set forth therein;

                  (2)      concurrently, to the Class I-A-2, Class III-A-3
         Certificates and Class III-A-5 Certificates, any Deferred Amount for
         each such Class, on a pro rata basis, based on the amount due with
         respect to each such Class;

                  (3)      to the Class M-1 Certificates, any Deferred Amount
         for such Class;

                  (4)      to the Class M-2 Certificates, any Deferred Amount
         for such Class;

                  (5)      to the Class M-3 Certificates, any Deferred Amount
         for such Class;

                  (6)      to the Class M-4 Certificates, any Deferred Amount
         for such Class;

                  (7)      to the Basis Risk Shortfall Reserve Fund and then
         from the Basis Risk Shortfall Reserve Fund to the Class II-A, Class
         III-A-1, Class III-A-2, Class III-A-3, Class III-A-4 and Class III-A-5
         Certificates, concurrently, any Basis Risk Shortfall for each such
         Class, on a pro rata basis based on the entitlement of each such Class;
         provided, however that any payments in respect of Basis Risk Shortfalls
         payable to the Class II-A Certificates and Class III-A-2 Certificates
         pursuant to this clause shall be determined after taking into account
         payments made from the Cap Provider under the related Cap Contract;

                  (8)      to the Basis Risk Shortfall Reserve Fund and then
         from the Basis Risk Shortfall Reserve Fund to the Class M-1
         Certificates, any Basis Risk Shortfall for such Class;

                  (9)      to the Basis Risk Shortfall Reserve Fund and then
         from the Basis Risk Shortfall Reserve Fund to the Class M-2
         Certificates, any Basis Risk Shortfall for such Class;


                                      -94-
<PAGE>


                  (10)     to the Basis Risk Shortfall Reserve Fund and then
         from the Basis Risk Shortfall Reserve Fund to the Class M-3
         Certificates, any Basis Risk Shortfall for such Class;

                  (11)     to the Basis Risk Shortfall Reserve Fund and then
         from the Basis Risk Shortfall Reserve Fund to the Class M-4
         Certificates, any Basis Risk Shortfall for such Class;

                  (12)     to the Class X Certificates, the Class X Distribution
         Amount; and

                  (13) to the Class R Certificates, any remaining amount. It is
         not anticipated that any amounts will be distributed to the Class R
         Certificates under this clause (13).

         Distributions pursuant to clauses (7) through (11) above on any
Distribution Date will be made after giving effect to any withdrawals from the
Basis Risk Shortfall Reserve Fund on such date to pay Basis Risk Shortfalls. On
each Distribution Date, the Trustee, after making the required distributions of
interest and principal to the Certificates as described in clauses (i) and (ii)
above and after the distribution of the Monthly Excess Cashflow as described in
clause (iii) above, will withdraw from the Basis Risk Shortfall Reserve Fund the
amounts on deposit therein and distribute such amounts to the Publicly Offered
Certificates (other than the Group I Certificates) and the Class III-A-4
Certificates in respect of any Basis Risk Shortfalls in the following manner and
order of priority: first, concurrently to the Senior Certificates (other than
the Group I Certificates) on a pro rata basis, based on the entitlement of each
such Class, the amount of any Basis Risk Shortfalls allocated to such Class for
such Distribution Date; second, to the Class M-1 Certificates, the amount of any
Basis Risk Shortfall allocated to such Class for such Distribution Date for such
Class; third, to the Class M-2 Certificates, the amount of any Basis Risk
Shortfall allocated to such Class for such Distribution Date for such Class;
fourth, to the Class M-3 Certificates, the amount of any Basis Risk Shortfalls
allocated to such Class for such Distribution Date for such Class; and fifth, to
the Class M-4 Certificates, the amount of any Basis Risk Shortfalls allocated to
such Class for such Distribution Date.

         (iv)     Subject to Section 10.02 hereof respecting the final
distribution on a Class of Publicly Offered Certificates or Class III-A-4
Certificates, on each Distribution Date the Trustee shall make distributions to
each Holder of a Publicly Offered Certificate or a Class III-A-4 Certificate 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
10.02 hereof respecting the final distribution, distributions with respect to
Publicly Offered Certificates or Class III-A-4 Certificates registered in the
name of a Depository shall be made to such Depository in immediately available
funds.


                                      -95-
<PAGE>


         Section 5.07 ALLOCATION OF REALIZED LOSSES .

                  (a)      On or prior to each Determination Date, the Trustee
shall determine the amount of any Realized Loss in respect of each Mortgage Loan
that occurred during the immediately preceding calendar month.

                  (b)      The interest portion of Realized Losses on the
Mortgage Loans shall be allocated to the Certificates as described in Section
1.02 hereof.

                  (c)      The principal portion of all Realized Losses on the
Mortgage Loans shall be allocated on each Distribution Date as follows: first,
to Net Monthly Excess Cashflow; second, to the Class X Certificates, until the
Certificate Principal Balance thereof has been reduced to zero; third, to the
Class M-4 Certificates, until the Certificate Principal Balance thereof has been
reduced to zero; fourth, to the Class M-3 Certificates, until the Certificate
Principal Balance thereof has been reduced to zero; fifth, to the Class M-2
Certificates, until the Certificate Principal Balance thereof has been reduced
to zero; sixth, to the Class M-1 Certificates, until the Certificate Principal
Balance thereof has been reduced to zero; seventh, with respect to Realized
Losses on the Group I Mortgage Loans only, to the Class I-A-2 Certificates,
until the Certificate Principal Balance thereof has been reduced to zero; and
eighth, with respect to Realized Losses on the Group III Mortgage Loans only, to
the Class III-A-3 Certificates and Class III-A-5 Certificates concurrently, on a
pro rata basis as follows: 1) to the Class III-A-3 Certificates, based on the
aggregate Certificate Principal Balance of the Class III-A-1, Class III-A-2 and
Class III-A-3 Certificates and 2) to the Class III-A-5 Certificates, based on
the aggregate Certificate Principal Balance of the Class III-A-4 Certificates
and Class III-A-5 Certificates, in each case, until the Certificate Principal
Balance of each such Class has been reduced to zero. All such Realized Losses to
be allocated to the Certificate Principal Balances of the Class I-A-2
Certificates, Class III-A-3 Certificates, Class III-A-5 Certificates and all
Classes of Subordinate Certificates on any Distribution Date shall be so
allocated after the actual distributions to be made on such date as provided
above. All references above to the Certificate Principal Balance of any Class
I-A-2 Certificate, Class III-A-3 Certificate, Class III-A-5 Certificate or any
Class of Subordinate Certificates shall be to the Certificate Principal Balance
of such Class immediately prior to the relevant Distribution Date, before
reduction thereof by any Realized Losses, in each case to be allocated to such
Class of Certificates, on such Distribution Date.

                  Any allocation of the principal portion of Realized Losses to
a Class I-A-2 Certificate, Class III-A-3 Certificate, Class III-A-5 Certificate
or Subordinate Certificate on any Distribution Date shall be made by reducing
the Certificate Principal Balance thereof by the amount so allocated; any
allocation of Realized Losses to a Class X Certificates shall be made by
reducing the amount otherwise payable in respect thereof pursuant to Section
5.06(iii)(12). No allocations of any Realized Losses shall be made to the
Certificate Principal Balances of the Class I-A-1, Class II-A, Class III-A-1,
Class III-A-2, Class III-A-4 or Class P Certificates.

                  All such Realized Losses and all other losses allocated to a
Class of Certificates hereunder will be allocated among the Certificates of such
Class in proportion to the Percentage Interests evidenced thereby.


                                      -96-
<PAGE>


                  (d)      Notwithstanding anything to the contrary contained
herein, if on any Distribution Date the Trustee discovers, based solely on the
reports delivered by the Servicer under this Agreement that any Subsequent
Recoveries have been collected by the Servicer with respect to the Mortgage
Loans, the amount of such Subsequent Recoveries will be applied to increase the
Certificate Principal Balance of (i) the Class I-A-2 Certificates with respect
to Subsequent Recoveries relating to the Group I Mortgage Loans, (ii) the Class
III-A-3 Certificates and Class III-A-5 Certificates with respect to Subsequent
Recoveries relating to the Group III Mortgage Loans or (iii) the Class of
Subordinate Certificates with the highest payment priority to which Realized
Losses on the Mortgage Loans have been allocated, but not by more than the
amount of Realized Losses previously allocated to the Class I-A-2 Certificates,
Class III-A-3 Certificates, Class III-A-5 Certificates or that Class of
Subordinate Certificates pursuant to this Section 5.07. The amount of any
Subsequent Recoveries relating to the Group III Mortgage Loans will be applied
to increase the Certificate Principal Balance of the Class III-A-3 Certificates
and Class III-A-5 Certificates on a pro rata basis as follows: 1) with respect
to the Class III-A-3 Certificates, based on the aggregate Certificate Principal
Balance of the Class III-A-1, Class III-A-2 and Class III-A-3 Certificates and
2) with respect to the Class III-A-5 Certificates, based on the aggregate
Certificate Principal Balance of the Class III-A-4 Certificates and Class
III-A-5 Certificates. After the Certificate Principal Balances of the Class
I-A-2, Class III-A-3 and Class III-A-5 Certificates have been increased up to
the amount of Realized Losses allocated thereto pursuant to this Section 5.07 to
the extent that such Applied Loss Amounts have not been paid to such
Certificates as a Deferred Amount, any additional Subsequent Recoveries with
respect to the Mortgage Loans will be applied to increase the Certificate
Principal Balance of the Subordinate Certificates, beginning with the Class of
Subordinate Certificates with the next highest payment priority, up to the
amount of such Realized Losses previously allocated to such Class of
Certificates pursuant to this Section 5.07 but only to the extent that any such
Applied Loss Amount has not been paid to any Class of Certificates as a Deferred
Amount. Holders of such Certificates will not be entitled to any payment in
respect of current interest on the amount of such increases for any Accrual
Period preceding the Distribution Date on which such increase occurs. Any such
increases shall be applied to the Certificate Principal Balance of each Class
I-A-2 Certificate, Class III-A-3 Certificate, Class III-A-5 Certificate or each
Subordinate Certificate of such Class in accordance with its respective
Percentage Interest.

                  (e)      The REMIC I Marker Allocation Percentage of all
Realized Losses on the Mortgage Loans shall be allocated on each Distribution
Date to the following REMIC I Regular Interests in the specified percentages, as
follows: first, to Uncertificated Accrued Interest payable to the REMIC I
Regular Interest LTI-AA and REMIC I Regular Interest LTI-ZZ up to an aggregate
amount equal to the REMIC I Interest Loss Allocation Amount, 98% and 2%,
respectively; second, to the Uncertificated Principal Balances of the REMIC I
Regular Interest LTI-AA and REMIC I Regular Interest LTI-ZZ up to an aggregate
amount equal to the REMIC I Principal Loss Allocation Amount, 98% and 2%,
respectively; third, to the Uncertificated Principal Balances of REMIC I Regular
Interest LTI-AA, REMIC I Regular Interest LTI-M4 and REMIC I Regular Interest
LTI-ZZ, 98%, 1% and 1%, respectively, until the Uncertificated Principal Balance
of REMIC I Regular Interest LTI-M4 has been reduced to zero; fourth, to the
Uncertificated Principal Balances of REMIC I Regular Interest LTI-AA, REMIC I
Regular Interest LTI-M3 and REMIC I Regular Interest LTI-ZZ, 98%, 1% and 1%,
respectively, until the Uncertificated Principal Balance of REMIC I Regular
Interest LTI-M3 has been reduced to zero;


                                      -97-
<PAGE>


fifth, to the Uncertificated Principal Balances of REMIC I Regular Interest
LTI-AA, REMIC I Regular Interest LTI-M2 and REMIC I Regular Interest LTI-ZZ,
98%, 1% and 1%, respectively, until the Uncertificated Principal Balance of
REMIC I Regular Interest LTI-M2 has been reduced to zero; sixth, to the
Uncertificated Principal Balances of REMIC I Regular Interest LTI-AA, REMIC I
Regular Interest LTI-M1 and REMIC I Regular Interest LTI-ZZ, 98%, 1% and 1%,
respectively, until the Uncertificated Principal Balance of REMIC I Regular
Interest LTI-M1 has been reduced to zero; seventh, with respect to Realized
Losses on the Group I Mortgage Loans only, to the Uncertificated Principal
Balances of REMIC I Regular Interest LTI-AA, REMIC I Regular Interest LTI-IA2
and REMIC I Regular Interest LTI-ZZ, 98%, 1% and 1%, respectively, until the
Uncertificated Principal Balance of REMIC I Regular Interest LTI-IA2 has been
reduced to zero; and eighth, with respect to Realized Losses on the Group III
Mortgage Loans only, 98% to the Uncertificated Principal Balance of REMIC I
Regular Interest LTI-AA, 1% pro rata to the Uncertificated Principal Balance of
REMIC I Regular Interest LTI-IIIA3 (based on the aggregate Uncertificated
Principal Balances of REMIC I Regular Interest LTI-IIIA1, REMIC I Regular
Interest LTI-IIIA2 and REMIC I Regular Interest LTI-IIIA3) and REMIC I Regular
Interest LTI-IIIA5 (based on the aggregate Uncertificated Principal Balances of
REMIC I Regular Interest LTI-IIIA4 and REMIC I Regular Interest LTI-IIIA5) and
1% to the Uncertificated Principal Balance of REMIC I Regular Interest LTI-ZZ,
until the Uncertificated Principal Balances of REMIC I Regular Interest
LTI-IIIA3 and REMIC I Regular Interest LTI-IIIA5 have been reduced to zero.

                  The REMIC I Sub WAC Allocation Percentage of all Realized
Losses on the Mortgage Loans shall be applied after all distributions have been
made on each Distribution Date first, so as to keep the Uncertificated Principal
Balance of each REMIC I Regular Interest ending with the designation "GRP" equal
to 0.01% of the aggregate Stated Principal Balance of the Mortgage Loans in the
related Loan Group; second, to each REMIC I Regular Interest ending with the
designation "SUB," so that the Uncertificated Balance of each such REMIC I
Regular Interest is equal to 0.01% of the excess of (x) the aggregate Stated
Principal Balance of the Mortgage Loans in the related Loan Group over (y) the
current Certificate Principal Balance of the Senior Certificate in the related
Loan Group (except that if any such excess is a larger number than in the
preceding distribution period, the least amount of Realized Losses shall be
applied to such REMIC I Regular Interests such that the REMIC I Subordinated
Balance Ratio is maintained); and third, any remaining Realized Losses shall be
allocated to REMIC I Regular Interest LTI-XX.

         Section 5.08 PREPAYMENT CHARGES.

         On each Distribution Date, all amounts representing Prepayment Charges
in respect of the Mortgage Loans received during the related Prepayment Period
and deposited in the Distribution Account will be withdrawn from the
Distribution Account and distributed by the Trustee in accordance with the
Remittance Report to the Class P Certificates and shall not be available for
distribution to the holders of any other Class of Certificates. The payment of
such Prepayment Charges shall not reduce the Certificate Principal Balance of
the Class P Certificates.


                                      -98-
<PAGE>


         Section 5.09 MONTHLY STATEMENTS TO CERTIFICATEHOLDERS.

                  (a)      Not later than each Distribution Date, the Trustee
shall prepare and make available to each Holder of Certificates and the
Depositor via its website a statement setting forth for the Certificates with
respect to the related Mortgage Loans and related 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,
         (B) the aggregate of all scheduled payments of principal included
         therein, (C) the Monthly Excess Interest with respect to the
         Certificates (if any) and (D) the amount of Prepayment Charges
         distributed to the Class P Certificates;

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

                           (iii)    the Certificate Principal Balance of each
         Class of Certificates, if applicable, after giving effect (i) to all
         distributions allocable to principal on such Distribution Date and (ii)
         the allocation of any Realized Losses for such Distribution Date;

                           (iv)     the aggregate of the Stated Principal
         Balances of all of the Mortgage Loans in each Loan Group and the
         aggregate Stated Principal Balance of the Mortgage Loans, in each case
         for the following Distribution Date;

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

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

                           (vii)    the cumulative amount of Realized Losses to
         date and, in addition, if the Certificate Principal Balance of any
         Class of Certificates has been reduced to zero, the cumulative amount
         of any Realized Losses that have not been allocated to any Class of
         Certificates;

                           (viii)   the number and aggregate principal amounts
         of Mortgage Loans in each Loan Group and the Mortgage Loans in the
         aggregate, (A) Delinquent (exclusive of Mortgage Loans in foreclosure
         and bankruptcy) (1) 31 to 60 days, (2) 61 to 90 days and (3) 91 or more
         days, (B) in foreclosure and delinquent (1) 31 to 60 days, (2) 61 to 90
         days and (3) 91 or more days and (C) in bankruptcy and delinquent (1)
         31 to 60 days, (2) 61 to 90 days and (3) 91 or more days, in each case
         as of the close of business on the last day of the calendar month
         preceding such Distribution Date;

                           (ix)     with respect to any Mortgage Loan that was
         liquidated during the preceding calendar month, the loan number and
         Stated Principal Balance of, and Realized Loss on, such Mortgage Loan
         as of the close of business on the Determination Date preceding such
         Distribution Date;

                           (x)      the total number and principal balance of
         any real estate owned or REO Properties in each Loan Group and the
         Mortgage Loans in the aggregate as of the close of business on the
         Determination Date preceding such Distribution Date;

                           (xi)     the three month rolling average of the
         percent equivalent of a fraction, the numerator of which is the
         Aggregate Loan Group Balance of the Mortgage Loans in a Loan Group that
         are 60 days or more delinquent or are in bankruptcy or foreclosure or
         are REO Properties, and the denominator of which is the Aggregate Loan
         Group Balance of all of the Mortgage Loans in such Loan Group as of the
         last day of such Distribution Date;


                                      -99-
<PAGE>


                           (xii)    the Realized Losses during the related
         Prepayment Period and the cumulative Realized Losses through the end of
         the preceding month;

                           (xiii)   the amount of any Basis Risk Shortfalls;

                           (xiv)    amounts payable in respect of each Cap
         Contract; and

                           (xv)     the amount of the Credit Risk Management
         Fees paid to the Credit Risk Manager and the Seller for such
         Distribution Date.

                  The Trustee may make the foregoing monthly statement (and, at
its option, any additional files containing the same information in an
alternative format) available each month to Certificateholders via its internet
website. The Trustee's internet website shall initially be located at
"www.jpmorgan.com/sfr". Assistance in using the website can be obtained by
calling the Trustee's customer service desk at (877) 722-1095. Parties that are
unable to use the above distribution options are entitled to have a paper copy
mailed to them via first class mail by calling the customer service desk and
indicating such. The Trustee may change the way monthly statements are
distributed in order to make such distributions more convenient or more
accessible to the above parties.

                  (b)      The Trustee's responsibility for making the above
information available to the Certificateholders is limited to the availability,
timeliness and accuracy of the information derived from the Depositor and the
Servicer. The Trustee will make available a copy of each statement provided
pursuant to this Section 5.09 to each Rating Agency.

                  (c)      Within a reasonable period of time after the end of
each calendar year, the Trustee shall cause to be furnished upon request 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) and (a)(ii) of
this Section 5.09 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 Residual Certificates the applicable
Form 1066 and each applicable Form 1066Q and shall respond promptly to written
requests made not more frequently than quarterly by any Holder of a Residual
Certificate with respect to the following matters:


                                     -100-
<PAGE>


                           (i)      The original projected principal and
         interest cash flows on the Closing Date on each 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 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 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 a 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 a REMIC; and

                           (vii)    Any taxes (including penalties and interest)
         imposed on the 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 9.12.

         Section 5.10 RESERVED.

         Section 5.11 REMIC I ALLOCATIONS.

                  (a)      On each Distribution Date, the following amounts, in
the following order of priority and in accordance with the Remittance Report,
shall be distributed by REMIC I to REMIC II on account of the REMIC I Regular
Interests or withdrawn from the Distribution Account and distributed to the
Holders of the Class R-II Interest, as the case may be:

                           (i)      first, to the Holders of REMIC I Regular
Interest LTI-AA, REMIC I Regular Interest LTI-IA1, REMIC I Regular Interest
LTI-IA2, REMIC I Regular Interest LTI-IIA, REMIC I Regular Interest LTI-IIIA1,
REMIC I Regular Interest LTI-IIIA2, REMIC I Regular Interest LTI-IIIA3, REMIC I
Regular Interest LTI-IIIA4, REMIC I Regular Interest LTI-IIIA5, REMIC I Regular
Interest LTI-M1, REMIC I Regular Interest LTI-M2, REMIC I Regular Interest
LTI-M3, REMIC I Regular Interest LTI-M4 and REMIC I Regular Interest LTI-ZZ, pro
rata, in an amount equal to (A) the Uncertificated Accrued Interest for each


                                     -101-
<PAGE>


such REMIC I Regular Interest for such Distribution Date, plus (B) any amounts
in respect thereof remaining unpaid from previous Distribution Dates. Amounts
payable as Uncertificated Accrued Interest in respect of REMIC I Regular
Interest LTI-ZZ shall be reduced and deferred when the REMIC I
Overcollateralization Amount is less than the REMIC I Targeted
Overcollateralization Amount, by the lesser of (x) the amount of such difference
and (y) the REMIC I Regular Interest LTI-ZZ Maximum Interest Deferral Amount and
such amount will be payable to the Holders of REMIC I Regular Interest LTI-IA1,
REMIC I Regular Interest LTI-IA2, REMIC I Regular Interest LTI-IIA, REMIC I
Regular Interest LTI-IIIA1, REMIC I Regular Interest LTI-IIIA2, REMIC I Regular
Interest LTI-IIIA3, REMIC I Regular Interest LTI-IIIA4, REMIC I Regular Interest
LTI-IIIA5, REMIC I Regular Interest LTI-M1, REMIC I Regular Interest LTI-M2,
REMIC I Regular Interest LTI-M3 and REMIC I Regular Interest LTI-M4 in the same
proportion as the Overcollateralization Deficiency is allocated to the
Corresponding Certificates and the Uncertificated Principal Balance of REMIC I
Regular Interest LTI-ZZ shall be increased by such amount;

                           (ii)     second, to the Holders of REMIC I Regular
Interests, in an amount equal to the remainder of the REMIC I Marker Allocation
Percentage of the Interest Remittance Amount and the Principal Payment Amount
for such Distribution Date after the distributions made pursuant to clause (i)
above, allocated as follows:

                           (A)      98.00% of such remainder (other than amounts
payable under clause (C) below) to the Holders of REMIC I Regular Interest
LTI-AA and REMIC I Regular Interest LTI-P, until the Uncertificated Principal
Balance of such REMIC I Regular Interest is reduced to zero, provided, however,
that the Uncertificated Principal Balance of REMIC I Regular Interest LTI-P
shall not be reduced until the Distribution Date in November 2009 or any
Distribution Date thereafter, at which point such amount shall be distributed to
REMIC I Regular Interest LTI-P, until $100 has been distributed pursuant to this
clause;

                           (B)      2.00% of such remainder, first, to the
Holders REMIC I Regular Interest LTI-IA1, REMIC I Regular Interest LTI-IA2,
REMIC I Regular Interest LTI-IIA, REMIC I Regular Interest LTI-IIIA1, REMIC I
Regular Interest LTI-IIIA2, REMIC I Regular Interest LTI-IIIA3, REMIC I Regular
Interest LTI-IIIA4, REMIC I Regular Interest LTI-IIIA5, REMIC I Regular Interest
LTI-M1, REMIC I Regular Interest LTI-M2, REMIC I Regular Interest LTI-M3 and
REMIC I Regular Interest LTI-M4, 1% in the same proportion as principal payments
are allocated to the Corresponding Certificates, until the Uncertificated
Principal Balances of such REMIC I Regular Interests are reduced to zero and
second, to the Holders of REMIC I Regular Interest LTI-ZZ (other than amounts
payable under the proviso below), until the Uncertificated Principal Balance of
such REMIC I Regular Interest is reduced to zero; and

                           (C)      any remaining amount to the Holders of the
Class R Certificates (in respect of the Class R-I Interest).

                  provided, however, that (i) 98.00% and (ii) 2.00% of any
principal payments that are attributable to an Overcollateralization Release
Amount shall be allocated to Holders of (i) REMIC I Regular Interest LTI-AA and
REMIC I Regular Interest LTI-P, in that order and (ii) REMIC I Regular Interest
LTI-ZZ, respectively; provided that REMIC I Regular Interest LTI-P shall not be
reduced until the Distribution Date in November 2009, at which point such amount


                                     -102-
<PAGE>


shall be distributed to REMIC I Regular Interest LTI-P, until $100 has been
distributed pursuant to this clause.

                  to the Holders of REMIC I Regular Interests, in an amount
equal to the remainder of the REMIC I Sub WAC Allocation Percentage of the
Interest Remittance Amount and the Principal Payment Amount for such
Distribution Date after the distributions made pursuant to clause (ii) above,
such that distributions of principal shall be deemed to be made to the REMIC I
Regular Interests first, so as to keep the Uncertificated Principal Balance of
each REMIC I Regular Interest ending with the designation "GRP" equal to 0.01%
of the aggregate Stated Principal Balance of the Mortgage Loans in the related
Loan Group; second, to each REMIC I Regular Interest ending with the designation
"SUB," so that the Uncertificated Principal Balance of each such REMIC I Regular
Interest is equal to 0.01% of the excess of (x) the aggregate Stated Principal
Balance of the Mortgage Loans in the related Loan Group over (y) the current
Certificate Principal Balance of the Senior Certificates in the related Loan
Group (except that if any such excess is a larger number than in the preceding
distribution period, the least amount of principal shall be distributed to such
REMIC I Regular Interests such that the REMIC I Subordinated Balance Ratio is
maintained); and third, any remaining principal to REMIC I Regular Interest
LTI-XX.

         Section 5.12 CLASS P CERTIFICATE ACCOUNT.

                  (a)      The Trustee shall establish and maintain with itself
a separate, segregated trust account titled "Nomura Asset Acceptance
Corporation, Alternative Loan Trust 2004-AR3 Class P Certificate Account". On
the Closing Date, the Depositor will deposit, or cause to be deposited in the
Class P Certificate Account $100.00. The amount on deposit in the Class P
Certificate Account shall be held uninvested. On the November 2009 Distribution
Date, the Trustee shall withdraw the amount on deposit in the Class P
Certificate Account and remit such amount to the Holders of the Class P
Certificates, in reduction of the Certificate Principal Balance thereof.

         Section 5.13 BASIS RISK SHORTFALL RESERVE FUND.

                  (a)      The Trustee shall establish a Basis Risk Shortfall
Reserve Fund on behalf of the holders of the Publicly Offered Certificates
(other than the Group 1 Certificates). The Basic Risk Reserve Fund must be an
Eligible Account. The Basis Risk Shortfall Reserve Fund shall be entitled "Basis
Risk Shortfall Reserve Fund, JPMorgan Chase Bank, N.A., as Trustee for the
benefit of holders of Nomura Asset Acceptance Corporation, Mortgage Pass-Through
Certificates, Series 2004-AR3, Class II-A, Class III-A-1, Class III-A-2, Class
III-A-3, Class III-A-4, Class III-A-5, Class M-1, Class M-2, Class M-3 and Class
M-4". Any payments received by the Trustee under the Cap Contracts shall be
deposited into the Basis Risk Shortfall Reserve Fund for the benefit of the
Class II-A Certificates and Class III-A-2 Certificates; provided that the amount
of any Excess Cap Payments shall be held for the benefit of the Class X
Certificates and payable as part of the Class X Distribution Amount for the
related Distribution Date. On each Distribution Date as to which there is a
Basis Risk Shortfall payable to any Class of Certificates, the Trustee shall
deposit the amounts pursuant to paragraphs 7, 8, 9, 10 and 11 of Section
5.06(iii) into the Basis Risk Shortfall Reserve Fund and the Trustee has been
directed by the Class X Certificateholder to distribute such amounts to the
Holders of the Publicly Offered


                                     -103-
<PAGE>


Certificates (other than the Group I Certificates) and the Class III-A-4
Certificates in the amounts and priorities set forth in Section 5.06(iii).

                  (b)      The Basis Risk Shortfall Reserve Fund is an "outside
reserve fund" within the meaning of Treasury Regulation ss.1.860G-2(h) and shall
be an asset of the Trust Fund but not an asset of any REMIC. The Trustee on
behalf of the Trust shall be the nominal owner of the Basis Risk Shortfall
Reserve Fund. The Class X Certificateholders shall be the beneficial owners of
the Basis Risk Shortfall Reserve Fund, subject to the power of the Trustee to
transfer amounts under Section 5.06(iii). Amounts in the Basis Risk Shortfall
Reserve Fund shall be held either uninvested in a trust or deposit account of
the Trustee with no liability for interest or other compensation thereof or, at
the written direction of the Majority Class X Certificateholder, be invested in
Permitted Investments that mature no later than the Business Day prior to the
next succeeding Distribution Date. All net income and gain from such investments
shall be distributed to the Majority Class X Certificateholder, not as a
distribution in respect of any interest in any REMIC, on such Distribution Date.
All amounts earned on amounts on deposit in the Basis Risk Shortfall Reserve
Fund shall be taxable to the Majority Class X Certificateholder. Any losses on
such investments shall be deposited in the Basis Risk Shortfall Reserve Fund by
the Majority Class X Certificateholder out of its own funds immediately as
realized. In the event that the Majority Class X Certificateholder shall fail to
provide investment instructions to the Trustee, the amounts on deposit in the
Basis Risk Shortfall Reserve Fund shall be held uninvested.

                  (c)      For federal tax return and information reporting, the
value of the right of the holders of the Class II-A Certificates and the Class
III-A-2 Certificates shall be $29,000 and $29,000, respectively. The value of
such right with respect to the Publicly Offered Certificates (other than the
Group I Certificates, the Class II-A Certificates and the Class III-A-2
Certificates) and the Class III-A-4 Certificates to receive payments from the
Basis Risk Shortfall Reserve Fund in respect of any Basis Risk Shortfalls shall
be zero.


                                     -104-
<PAGE>


                                   ARTICLE VI

                                THE CERTIFICATES


         Section 6.01 THE CERTIFICATES.

                  The Certificates shall be substantially in the forms attached
hereto as Exhibits A-1 through A-5. The Publicly Offered Certificates and the
Class III-A-4 Certificates shall be issuable in registered form, and the Private
Certificates (other than the Class III-A-4 Certificates) shall be issuable in
fully certificated form in the minimum dollar denominations, integral dollar
multiples in excess thereof (except that one Certificate of each Class may be
issued in a different amount which must be in excess of the applicable minimum
dollar denomination) and aggregate dollar denominations as set forth in the
following table:


<TABLE>
<CAPTION>
                                 INTEGRAL MULTIPLE          ORIGINAL
                 MINIMUM            IN EXCESS OF           CERTIFICATE
 CLASS         DENOMINATION            MINIMUM           PRINCIPAL BALANCE            PASS-THROUGH RATE
--------       ------------      -----------------       -----------------      --------------------------------
<S>              <C>                    <C>              <C>                    <C>
 I-A-1           $25,000                 $1              $  60,726,000.00       Class I-A-1 Pass-Through Rate
 I-A-2           $25,000                 $1              $   5,191,000.00       Class I-A-2 Pass-Through Rate
 II-A            $25,000                 $1              $  74,494,000.00       Class II-A Pass-Through Rate
III-A-1          $25,000                 $1              $  48,411,000.00       Class III-A-1 Pass-Through Rate
III-A-2          $25,000                 $1              $  82,298,000.00       Class IIII-A-2 Pass-Through Rate
III-A-3          $25,000                 $1              $  14,524,000.00       Class III-A-3 Pass-Through Rate
III-A-4          $25,000                 $1              $  72,616,000.00       Class IIII-A-4 Pass-Through Rate
III-A-5          $25,000                 $1              $   8,068,000.00       Class III-A-5 Pass-Through Rate
  M-1            $25,000                 $1              $  16,597,000.00       Class M-1 Pass-Through Rate
  M-2            $25,000                 $1              $   5,730,000.00       Class M-2 Pass-Through Rate
  M-3            $25,000                 $1              $   3,754,000.00       Class M-3 Pass-Through Rate
  M-4            $25,000                 $1              $   2,766,775.00       Class M-4 Pass-Through Rate
   X                 N/A                N/A              $           0.00       Class X Pass-Through Rate
   P                 N/A                N/A              $         100.00       N/A
   R                 N/A                N/A                   N/A               N/A
</TABLE>


                  The Certificates shall be executed by manual or facsimile
signature on behalf of the Trustee by an authorized officer upon the written
order of the Depositor. 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 the countersignature
of the Trustee by manual signature, and such countersignature upon any
Certificate shall be conclusive evidence, and the only evidence, that such
Certificate has been duly countersigned and delivered hereunder. All
Certificates shall be dated the date of their countersignature. On the Closing
Date,


                                     -105-
<PAGE>


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.

         Section 6.02 CERTIFICATE REGISTER; REGISTRATION OF TRANSFER AND
                      EXCHANGE OF CERTIFICATES.

                  (a)      The Trustee shall maintain, or cause to be maintained
in accordance with the provisions of Section 6.09, 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 laws, in order to assure compliance
with the Securities Act and such 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 E (the "Transferor Certificate")
and (x) deliver a letter in substantially the form of either Exhibit F (the
"Investment Letter") or Exhibit G (the "Rule 144A Letter") or (y) there shall be
delivered to the Trustee an Opinion of Counsel, at the expense of the
transferor, that such Transfer may be made pursuant to an exemption from the
Securities Act, which Opinion of Counsel shall not be an expense of the


                                     -106-
<PAGE>


Depositor, the Seller, the Trustee or the Trust Fund. 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 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 and the Seller 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 to the effect that such transferee is not an
employee benefit plan subject to Section 406 of ERISA and/or a plan subject to
Section 4975 of the Code, or a Person acting on behalf of any such plan or using
the assets of any such plan, or (ii) in the case of any such ERISA Restricted
Certificate presented for registration in the name of an employee benefit plan
subject to ERISA, or a plan subject to Section 4975 of the Code (or comparable
provisions of any subsequent enactments), or a trustee of any such plan or any
other person acting on behalf of any such plan, an Opinion of Counsel
satisfactory to the Trustee for the benefit of the Trustee, the Depositor and
the Servicer and on which they may rely to the effect that the purchase and
holding of such ERISA Restricted Certificate is permissible under applicable
law, will not result in any prohibited transactions under ERISA or Section 4975
of the Code and will not subject the Trustee, the Depositor or any Servicer to
any obligation in addition to those expressly undertaken in this Agreement,
which Opinion of Counsel shall not be an expense of the Trustee, the Depositor
or any Servicer. 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 and/or a plan subject to
Section 4975 of the Code other than in compliance with the foregoing shall be
void and of no effect; provided that the restriction set forth in this sentence
shall not be applicable if there has been delivered to the Trustee an Opinion of
Counsel meeting the requirements of clause (ii) of the first sentence of this
paragraph. The Trustee shall not be under any liability to any Person for any
registration of transfer of any ERISA Restricted Certificate that is in fact not
permitted by this Section 6.02(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. 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 subject to Section 406 of
ERISA or a plan subject to Section 4975 of the Code or a Person acting on behalf
of any such plan at the time it became a Holder or, at such subsequent time as
it became such a plan or Person acting on behalf of such a plan, 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 Person acting on behalf of a plan.


                                     -107-
<PAGE>


                  Each beneficial owner of a Class M-1, Class M-2, Class M-3 or
Class M-4 Certificate or any interest therein shall be deemed to have
represented, by virtue of its acquisition or holding of that certificate or
interest therein, that either (i) it is not a Plan or investing with "Plan
Assets", (ii) it has acquired and is holding such certificate in reliance on the
Exemption, and that it understands that there are certain conditions to the
availability of the Exemption, including that the certificate must be rated, at
the time of purchase, not lower than "BBB-" (or its equivalent) by S&P or
Moody's, and the certificate is so rated or (iii) (1) it is an insurance
company, (2) the source of funds used to acquire or hold the certificate or
interest therein is an "insurance company general account," as such term is
defined in Prohibited Transaction Class Exemption ("PTCE") 95-60 and (3) the
conditions in Sections I and III of PTCE 95-60 have been satisfied.

                  (c)      Each Person who has or who acquires any Ownership
Interest in a Residual 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 Residual Certificate are expressly subject to the following
provisions:

                           (i)      Each Person holding or acquiring any
         Ownership Interest in a Residual 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 Residual
         Certificate may be registered on the Closing Date or thereafter
         transferred, and the Trustee shall not register the Transfer of any
         Residual 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 D.

                           (iii)    Each Person holding or acquiring any
         Ownership Interest in a Residual 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 Residual 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 Residual Certificate and (C) not to Transfer its Ownership Interest
         in a Residual Certificate or to cause the Transfer of an Ownership
         Interest in a Residual 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 Residual Certificate in violation of the
         provisions of this Section 6.02(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 Residual Certificate in violation
         of the provisions of this Section 6.02(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 Residual
         Certificate. The Trustee shall be under no liability to any Person for
         any registration of Transfer of a Residual Certificate that is in fact
         not permitted by Section 6.02(b) and this Section 6.02(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


                                     -108-
<PAGE>


         provisions of this Agreement so long as the Transfer was registered
         after receipt of the related Transfer Affidavit. The Trustee shall be
         entitled but not obligated to recover from any Holder of a Residual
         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 Residual 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.

                  The restrictions on Transfers of a Residual Certificate set
forth in this Section 6.02(c) shall cease to apply (and the applicable portions
of the legend on a Residual 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 or the Seller to
the effect that the elimination of such restrictions will not cause any REMIC 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
Residual 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
Residual 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 Residual Certificate that is held by a Person that is not a
Permitted Transferee to a Holder that is a Permitted Transferee.

                  (d)      The preparation and delivery of all certificates and
opinions referred to above in this Section 6.02 shall not be an expense of the
Trust Fund, the Trustee, the Depositor or the Seller.

         Section 6.03 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 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 6.03, 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 6.03 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 6.03
shall be canceled and destroyed by the Trustee in accordance with its standard
procedures without liability on its part.

         Section 6.04 PERSONS DEEMED OWNERS.

                  The Trustee and any agent of 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


                                     -109-
<PAGE>


as provided in this Agreement and for all other purposes whatsoever, and neither
the Trustee nor any agent of the Trustee shall be affected by any notice to the
contrary.

         Section 6.05 ACCESS TO LIST OF CERTIFICATEHOLDERS' NAMES AND ADDRESSES.

                  If three or more Certificateholders (a) request such
information in writing from the Trustee, (b) state that such Certificateholders
desire to communicate with other Certificateholders with respect to their rights
under this Agreement or under the Certificates, and (c) provide a copy of the
communication that such Certificateholders propose to transmit or if the
Depositor 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 or such Certificateholders at such recipients' expense the
most recent list of the Certificateholders of the Trust Fund held by the
Trustee, if any. The Depositor and every Certificateholder, 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 hereunder, regardless of the source from which such
information was derived.

         Section 6.06 BOOK-ENTRY CERTIFICATES.

                  The Certificates, other than the Class X, Class P and Class R
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 6.08. Unless and until
definitive, fully registered Certificates ("Definitive Certificates") have been
issued to the Certificate Owners of such Certificates pursuant to Section 6.08:

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

                  (b)      the Depositor 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 6.08, 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;


                                     -110-
<PAGE>


                  (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.

         Section 6.07 NOTICES TO DEPOSITORY.

                  Whenever any notice or other communication is required to be
given to Certificateholders of a 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 6.08 DEFINITIVE CERTIFICATES.

                  If, after Book-Entry Certificates have been issued with
respect to any Certificates, (a) the Depositor or the Depository 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, (b) the Depositor, at its sole option, advises the Trustee that it
elects to terminate the book-entry system with respect to such Certificates
through the Depository or (c) 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 applicable Certificate Owners 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 countersign 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.


                                     -111-
<PAGE>


         Section 6.09 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 at 2001 Bryan Street, 8th
Floor, Dallas, Texas, 75201, Attention: ITS Transfer Department, Nomura Asset
Acceptance Corporation, 2004-AR3 where Certificates may be surrendered for
registration of transfer or exchange. The Trustee will give prompt written
notice to the Certificateholders of any change in such location of any such
office or agency.


                                     -112-
<PAGE>


                                  ARTICLE VII

                         THE DEPOSITOR AND THE SERVICER


         Section 7.01 LIABILITIES OF THE DEPOSITOR AND THE SERVICER.

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

         Section 7.02 MERGER OR CONSOLIDATION OF THE DEPOSITOR OR THE SERVICER.

                  (a)      Each of the Depositor and the Servicer will keep in
full force and effect its rights and franchises as a corporation under the laws
of the state of its incorporation, and will obtain and preserve its
qualification to do business as a foreign corporation in each jurisdiction in
which such qualification is or shall be necessary to protect the validity and
enforceability of this Agreement, the Certificates or any of the Mortgage Loans
and to perform its duties under this Agreement.

                  (b)      Any Person into which the Depositor or any Servicer
may be merged or consolidated, or any corporation resulting from any merger or
consolidation to which the Depositor or the Servicer shall be a party, or any
Person succeeding to the business of the Depositor or the Servicer shall be the
successor of the Depositor or the Servicer hereunder, 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 7.03 INDEMNIFICATION OF DEPOSITOR AND THE SERVICER.

                  (a)      The Depositor agrees to indemnify the Indemnified
Persons for, and to hold them harmless against, any loss, liability or expense
(including reasonable legal fees and disbursements of counsel) incurred on their
part that may be sustained in connection with, arising out of, or relating to,
any claim or legal action (including any pending or threatened claim or legal
action) relating to this Agreement or the Certificates (i) related to the
Depositor's failure to perform its duties in compliance with this Agreement
(except as any such loss, liability or expense shall be otherwise reimbursable
pursuant to this Agreement) or (ii) incurred by reason of the Depositor's
willful misfeasance, bad faith or gross negligence in the performance of duties
hereunder or by reason of reckless disregard of obligations and duties
hereunder. This indemnity shall survive the resignation and the termination of
this Agreement.

                  (b)      The Servicer agrees to indemnify the Indemnified
Persons for, and to hold them harmless against, any loss, liability or expense
(including reasonable legal fees and disbursements of counsel) incurred on their
part that may be sustained in connection with, arising out of, or relating to,
any claim or legal action (including any pending or threatened claim or legal
action) relating to the Servicer's gross negligence in the performance of its
duties under this Agreement or failure to service the Mortgage Loans in material
compliance with the terms of this Agreement and for a material breach of any
representation, warranty or covenant of the Servicer contained herein. The
Servicer shall immediately notify the Trustee if a claim is made by a third
party with respect to this Agreement or the Mortgage Loans, assume (with the
consent of the


                                     -113-
<PAGE>


Trustee and with counsel reasonably satisfactory to the Trustee) the defense of
any such claim and pay all expenses in connection therewith, including counsel
fees, and promptly appeal or pay, discharge and satisfy any judgment or decree
which may be entered against it or any Indemnified Person in respect of such
claim but failure to so notify the Servicer shall not limit its obligations
hereunder. The Servicer agrees that it will not enter into any settlement of any
such claim without the consent of the Indemnified Persons unless such settlement
includes an unconditional release of such Indemnified Persons from all liability
that is the subject matter of such claim. The provisions of this Section 7.03(b)
shall survive termination of this Agreement.

         Section 7.04 LIMITATIONS ON LIABILITY OF THE DEPOSITOR, THE SERVICER
                      AND OTHERS.

                  Subject to the obligation of the Depositor and the Servicer to
indemnify the Indemnified Persons pursuant to Section 7.03:

                  (a)      Neither the Depositor, the Servicer nor any of the
directors, officers, employees or agents of the Depositor and the Servicer shall
be under any liability to the Indemnified Persons, the Trust Fund or the
Certificateholders for taking any action or for refraining from taking any
action in good faith pursuant to this Agreement, or for errors in judgment;
provided, however, that this provision shall not protect the Depositor, the
Servicer or any such Person against any breach of warranties or representations
made herein or any liability which would otherwise be imposed by reason of such
Person's willful misfeasance, bad faith or gross negligence in the performance
of duties or by reason of reckless disregard of obligations and duties
hereunder.

                  (b)      The Depositor, the Servicer and any director,
officer, employee or agent of the Depositor and the Servicer may rely in good
faith on any document of any kind prima facie properly executed and submitted by
any Person respecting any matters arising hereunder.

                  (c)      The Depositor, the Servicer, the Trustee, the
Custodian and any director, officer, employee or agent of the Depositor, the
Servicer, the Trustee or the Custodian shall be indemnified by the Trust Fund
and held harmless thereby against any loss, liability or either expense
(including reasonable legal fees and disbursements of counsel) incurred on their
part that may be sustained in connection with, arising out of, or related to,
any claim or legal action (including any pending or threatened claim or legal
action) relating to this Agreement or the Certificates, other than (i) with
respect to the Servicer, such loss, liability or expense related to the
Servicer's failure to perform its duties in compliance with this Agreement
(except as any such loss, liability or expense shall be otherwise reimbursable
pursuant to this Agreement) or, with respect to the Custodian, to the
Custodian's failure to perform its duties hereunder, (ii) with respect to the
Servicer, any such loss, liability or expense incurred by reason of the
Servicer's willful misfeasance, bad faith or gross negligence in the performance
of its duties hereunder or (iii) with respect to the Custodian, any such loss,
liability or expense incurred by reason of the Custodian's willful misfeasance,
bad faith or gross negligence in the performance of its duties hereunder.

                  (d)      Neither the Depositor nor the Servicer shall be under
any obligation to appear in, prosecute or defend any legal action that is not
incidental to its duties under this Agreement and that in its opinion may
involve it in any expense or liability; provided, however, the Trustee may in
its discretion, undertake any such action which it may deem necessary or


                                     -114-
<PAGE>


desirable with respect to this Agreement and the rights and duties of the
parties hereto and the interests of the Certificateholders hereunder. In such
event, the legal expenses and costs of such action and any liability resulting
therefrom shall be expenses, costs and liabilities of the Trust Fund, and the
Trustee shall be entitled to be reimbursed therefor out of the Distribution
Account as provided by Section 4.05. Nothing in this Subsection 7.04(d) shall
affect the Trustee's obligation to take such actions as are necessary to ensure
the servicing and administration of the Mortgage Loans pursuant to this
Agreement.

                  (e)      In taking or recommending any course of action
pursuant to this Agreement, unless specifically required to do so pursuant to
this Agreement, the Trustee shall not be required to investigate or make
recommendations concerning potential liabilities which the Trust might incur as
a result of such course of action by reason of the condition of the Mortgaged
Properties.

                  (f)      The Trustee shall not be liable for any acts or
omissions of the Servicer, the Depositor or the Custodian.

         Section 7.05 SERVICER NOT TO RESIGN.

                  The Servicer shall not resign from the obligations and duties
hereby imposed on it except upon the determination that its duties hereunder are
no longer permissible under applicable law or the performance of such duties are
no longer possible in order to comply with applicable law and such incapacity or
impossibility cannot be cured by the Servicer. Any determination permitting the
resignation of the Servicer shall be evidenced by an Opinion of Counsel to such
effect delivered to the Trustee which Opinion of Counsel shall be in form and
substance acceptable to the Trustee. No appointment of a successor to the
Servicer shall be effective hereunder unless (a) the Rating Agencies have
confirmed in writing that such appointment will not result in a downgrade,
qualification or withdrawal of the then current ratings assigned to the
Certificates, (b) such successor shall have represented that it is meets the
eligibility criteria set forth in Section 8.02 and (c) such successor has agreed
to assume the obligations of the Servicer hereunder to the extent of the
Mortgage Loans. The Servicer shall provide a copy of the written confirmation of
the Rating Agencies and the agreement executed by such successor to the Trustee.
No such resignation shall become effective until a Qualified Successor or the
Trustee shall have assumed the Servicer's responsibilities and obligations
hereunder. The Servicer shall notify the Trustee and the Rating Agencies of its
resignation.

         Section 7.06 TERMINATION OF SERVICER WITHOUT CAUSE; APPOINTMENT OF
                      SPECIAL SERVICER.

                  (a)      The Seller may, at its option, terminate the
servicing responsibilities of GMAC Mortgage Corporation as Servicer hereunder
with respect to the Mortgage Loans without cause. No such termination shall
become effective unless and until a successor to GMAC Mortgage Corporation shall
have been appointed to service and administer the related Mortgage Loans
pursuant to the terms and conditions of this Agreement. No appointment shall be
effective unless (i) such successor to GMAC Mortgage Corporation meets the
eligibility criteria contained in Section 8.02, (ii) the Trustee shall have
consented to such appointment, (iii) the Rating Agencies have confirmed in
writing that such appointment will not result in a downgrade, qualification or
withdrawal of the then current ratings assigned to the Certificates, (iv) such
successor has agreed to assume the obligations of GMAC Mortgage Corporation
hereunder to


                                     -115-
<PAGE>


the extent of the Mortgage Loans and (v) all amounts reimbursable to GMAC
Mortgage Corporation pursuant to the terms of this Agreement shall have been
paid to GMAC Mortgage Corporation by the successor appointed pursuant to the
terms of this Section 7.06 or by the Seller including without limitation, all
unreimbursed Advances and Servicing Advances made by GMAC Mortgage Corporation
and all out-of-pocket expenses of GMAC Mortgage Corporation incurred in
connection with the transfer of servicing to such successor. The Seller shall
provide a copy of the written confirmation of the Rating Agencies and the
agreement executed by such successor to the Trustee.

                  (b)      In addition, the Seller may, at its option, appoint a
special servicer with respect to certain of the Mortgage Loans. The Seller and
GMAC Mortgage Corporation shall negotiate in good faith with any proposed
special servicer with respect to the duties and obligations of such special
servicer with respect to any such Mortgage Loan. Any subservicing agreement
shall contain terms and provisions acceptable to the Trustee and shall obligate
the special servicer to service such Mortgage Loans in accordance with Accepted
Servicing Practices. The fee payable to the special servicer for the performance
of such duties and obligations will paid from the Servicing Fee collected by
GMAC Mortgage Corporation with respect to each such Mortgage Loan and will be
remitted to such special servicer by GMAC Mortgage Corporation.


                                     -116-
<PAGE>


                                  ARTICLE VIII

                        DEFAULT; TERMINATION OF SERVICER


         Section 8.01 SERVICER DEFAULT.

                  In case one or more of the following events of default by the
Servicer (each, a "Servicer Default") shall occur and be continuing, that is to
say:

                  (i)      any failure to remit to the Trustee any payment
required to be made under the terms of this Agreement which continues unremedied
for a period of three Business Days; or

                  (ii)     failure duly to observe or perform in any material
respect any other of the covenants or agreements set forth in this Agreement,
the breach of which has a material adverse effect and which continue unremedied
for a period of sixty days after the date on which written notice of such
failure, requiring the same to be remedied, shall have been given to the
Servicer by the Trustee; or

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

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

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

                  (vi)     the Servicer attempts to assign its right to
servicing compensation hereunder (other than any payment by the Servicer of any
portion of the Servicing Fee to the Seller as provided in a separate side letter
between the Seller and the Servicer) or the Servicer attempts to sell or
otherwise dispose of all or substantially all of its property or assets or to
assign this Agreement or the servicing responsibilities hereunder or to delegate
its duties hereunder or any portion thereof except, in each case as otherwise
permitted herein; or

                  (vii)    the Servicer ceases to be qualified to transact
business in any jurisdiction where it is currently so qualified, but only to the
extent such non-qualification materially and adversely affects the Servicer's
ability to perform its obligations hereunder; or

         then, and in each and every such case, so long as a Servicer Default
shall not have been remedied, the Trustee, by notice in writing to the Servicer
shall with respect to a payment default by the Servicer pursuant to Section
8.01(i) and, upon the occurrence and continuance of any


                                     -117-
<PAGE>


other Servicer Default, may, and, at the written direction of Certificateholders
evidencing not less than 25% of the Voting Rights shall, in addition to whatever
rights the Trustee on behalf of the Certificateholders may have under Section
7.03 and at law or equity to damages, including injunctive relief and specific
performance, terminate all the rights and obligations of the Servicer under this
Agreement and in and to the Mortgage Loans and the proceeds thereof without
compensating the Servicer for the same. On or after the receipt by the Servicer
of such written notice, all authority and power of the Servicer under this
Agreement whether with respect to the Mortgage Loans or otherwise, shall pass to
and be vested in the Trustee. Upon written request from the Trustee, the
Servicer shall prepare, execute and deliver, any and all documents and other
instruments, place in the Trustee's possession all Mortgage Files relating to
the related Mortgage Loans, and 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, at the Servicer's sole expense. The
defaulting Servicer shall cooperate with the Trustee in effecting the
termination of its responsibilities and rights hereunder including, without
limitation, the transfer to such successor for administration by it of all cash
amounts which shall at the time be credited by the defaulting Servicer to the
Custodial Account or Escrow Accounts or thereafter received with respect to the
Mortgage Loans or any related REO Property (provided, however, that the
defaulting Servicer shall continue to be entitled to receive all amounts accrued
or owing to it under this Agreement on or prior to the date of such termination,
whether in respect of Advances, Servicing Advances, accrued and unpaid Servicing
Fees or otherwise, and shall continue to be entitled to the benefits of Section
7.04, notwithstanding any such termination, with respect to events occurring
prior to such termination). The Trustee shall not have knowledge of a Servicer
Default unless a Responsible Officer of the Trustee has actual knowledge or
unless written notice of any Servicer Default is received by the Trustee at its
Corporate Trust Office and such notice references the Certificates, the Trust
Fund or this Agreement.

         Section 8.02 TRUSTEE TO ACT; APPOINTMENT OF SUCCESSOR.

                  On and after the time the Servicer receives a notice of
termination pursuant to Section 8.01, the Trustee shall automatically become the
successor to the Servicer with respect to the transactions set forth or provided
for herein and after a transition period (not to exceed 90 days), shall be
subject to all the responsibilities, duties and liabilities relating thereto
placed on the Servicer by the terms and provisions hereof and applicable law
including the obligation to make Advances pursuant to Article VI hereof except
as otherwise provided herein; provided, however, that the Trustee's obligation
to make Advances in its capacity as Successor Servicer shall not be subject to
such 90 day transition period and the Trustee in such capacity will make any
Advance required to be made by the predecessor Servicer on the Distribution Date
on which the predecessor Servicer was required to make such Advance. Effective
on the date of such notice of termination, as compensation therefor, the Trustee
shall be entitled to all fees, costs and expenses relating to the Mortgage Loans
that the terminated Servicer would have been entitled to if it had continued to
act hereunder, provided, however, that the Trustee shall not be (i) liable for
any acts or omissions of the terminated Servicer, (ii) obligated to make
Advances if it is prohibited from doing so under applicable law or determines
that such Advance, if made, would constitute a Nonrecoverable Advance, (iii)
responsible for expenses of the terminated Servicer pursuant to Section 2.03 or
(iv) obligated to deposit losses on any Permitted Investment directed by the
terminated Servicer. Notwithstanding the foregoing, the Trustee may, if it shall
be


                                     -118-
<PAGE>


unwilling to so act, or shall, if it is prohibited by applicable law from making
Advances pursuant to Article VI or if it is otherwise unable to so act, appoint,
or 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 by each Rating Agency as the
successor to the Servicer hereunder in the assumption of all or any part of the
responsibilities, duties or liabilities of the Servicer hereunder. Any Successor
Servicer shall (i) 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 (ii) be willing to act as successor servicer of any Mortgage
Loans under this Agreement and shall have executed and delivered 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 terminated Servicer (other
than any liabilities of the terminated Servicer hereof incurred prior to
termination of the Servicer under Section 8.01), with like effect as if
originally named as a party to this Agreement, provided that each Rating Agency
shall have acknowledged in writing 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. If the Trustee assumes
the duties and responsibilities of the Servicer in accordance with this Section
8.02, 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 terminated Servicer hereunder, the Trustee, unless the Trustee
is prohibited by law from so acting, shall, subject to Section 4.04 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 or otherwise as it and such
successor shall agree; provided that no such compensation shall be in excess of
that permitted the terminated 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 Servicer
to deliver or provide, or any delay in delivering or providing, any cash,
information, documents or records to it.

                  The costs and expenses of the Trustee in connection with the
termination of the Servicer, appointment of a Successor Servicer and, if
applicable, any transfer of servicing, including, without limitation, all costs
and expenses associated with the complete transfer of all servicing data and the
completion, correction or manipulation of such servicing data as may be required
by the Trustee to correct any errors or insufficiencies in the servicing data or
otherwise to enable the Trustee or the Successor Servicer to service the
Mortgage Loans properly and effectively, to the extent not paid by the
terminated Servicer as may be required herein, shall be payable to the Trustee
from the Distribution Account pursuant to Section 4.07. Any successor to the
terminated Servicer as successor servicer under this Agreement shall give notice
to the applicable Mortgagors of such change of servicer and shall, during the
term of its service as successor servicer maintain in force the policy or
policies that the terminated Servicer is required to maintain pursuant to
Section 3.04.


                                     -119-
<PAGE>


         Section 8.03 NOTIFICATION TO CERTIFICATEHOLDERS.

                  (a)      Upon any termination of or appointment of a successor
to the 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 Servicer
Default, the Trustee shall transmit by mail to all Certificateholders notice of
each the Servicer Default hereunder known to the Trustee, unless such default
shall have been cured or waived.

         Section 8.04 WAIVER OF SERVICER DEFAULTS.

                  The Trustee may waive only by written notice from
Certificateholders evidencing 66-2/3 of the Voting Rights (unless such default
materially and adversely affects all Certificateholders, in which case the
written direction shall be from all of the Certificateholders) any default by
the Servicer in the performance of its obligations hereunder and its
consequences. Upon any such waiver of a past default, such default shall cease
to exist, and any Servicer Default arising therefrom shall be deemed to have
been remedied for every purpose of this Agreement. No such waiver shall extend
to any subsequent or other default or impair any right consequent thereon except
to the extent expressly so waived in writing.


                                     -120-
<PAGE>


                                   ARTICLE IX

                    CONCERNING THE TRUSTEE AND THE CUSTODIAN


         Section 9.01 DUTIES OF TRUSTEE.

                  (a)      The Trustee, prior to the occurrence of a Servicer
Default, and after the curing or waiver of all Servicer Defaults, which may have
occurred undertakes to perform such duties and only such duties as are
specifically set forth in this Agreement as duties of the Trustee. If a Servicer
Default has occurred and has not been cured or waived, the Trustee shall
exercise such of the rights and powers vested in it by this Agreement, and the
same degree of care and skill in their exercise, as a prudent person would
exercise under the circumstances in the conduct of such Person's own affairs.

                  (b)      Upon receipt of all resolutions, certificates,
statements, opinions, reports, documents, orders or other instruments which are
specifically required to be furnished to the Trustee pursuant to any provision
of this Agreement, the Trustee shall examine them to determine whether they are
in the form required by this Agreement; provided, however, that the Trustee
shall not be responsible for the accuracy or content of any resolution,
certificate, statement, opinion, report, document, order or other instrument
furnished by the Servicer.

                  (c)      On each Distribution Date, the Trustee shall make
monthly distributions and the final distribution to the Certificateholders from
funds in the Distribution Account as provided in Sections 5.04, 5.06 and 10.01
based the applicable Remittance Report.

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

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

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

                           (iii)    The Trustee shall not be liable with respect
         to any action taken, suffered or omitted to be taken by it in good
         faith and believed by it to be authorized or


                                     -121-
<PAGE>


         within the rights or powers conferred upon it by this Agreement or in
         accordance with the directions of the Holders of Certificates
         evidencing not less than 25% of the aggregate Voting Rights of the
         Certificates, if such action or non-action relates to the time, method
         and place of conducting any proceeding for any remedy available to the
         Trustee or exercising any trust or other power conferred upon the
         Trustee under this Agreement;

                           (iv)     The Trustee shall not be required to take
         notice or be deemed to have notice or knowledge of any default or
         Servicer Default unless a Responsible Officer of the Trustee shall have
         actual knowledge thereof. In the absence of such notice, the Trustee
         may conclusively assume there is no such default or Servicer Default;

                           (v)      The Trustee shall not in any way be liable
         by reason of any insufficiency in any Account held by or in the name of
         Trustee unless it is determined by a court of competent jurisdiction
         that the Trustee's gross negligence or willful misconduct was the
         primary cause of such insufficiency (except to the extent that the
         Trustee is obligor and has defaulted thereon);

                           (vi)     Anything in this Agreement to the contrary
         notwithstanding, in no event shall the Trustee be liable for special,
         indirect, punitive or consequential loss or damage of any kind
         whatsoever (including but not limited to lost profits), even if the
         Trustee has been advised of the likelihood of such loss or damage and
         regardless of the form of action and whether or not any such damages
         were foreseeable or contemplated; and

                           (vii)    None of the Seller, the Depositor or the
         Trustee shall be responsible for the acts or omissions of the other, it
         being understood that this Agreement shall not be construed to render
         them partners, joint venturers or agents of one another.

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

                  (e)      All funds received by the Trustee and required to be
deposited in the Distribution Account pursuant to this Agreement will be
promptly so deposited by the Trustee.

         Section 9.02 CERTAIN MATTERS AFFECTING THE TRUSTEE.

                  (a)      Except as otherwise provided in Section 9.01:

                           (i)      The Trustee may conclusively rely and shall
         be fully protected in acting or refraining from acting in reliance on
         any resolution or certificate of the Seller, the Depositor or the
         Servicer, any certificates of auditors or any other certificate,
         statement, instrument, opinion, report, notice, request, consent,
         order, appraisal, bond or


                                     -122-
<PAGE>


         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
         advice of such counsel or any Opinion of Counsel shall be full and
         complete authorization and protection with respect to any action taken
         or suffered or omitted by it hereunder in good faith and in accordance
         with such advice or Opinion of Counsel:

                           (iii)    The Trustee shall not be under any
         obligation to exercise any of the trusts or powers vested in it by this
         Agreement, other than its obligation to give notices pursuant to this
         Agreement, or to institute, conduct or defend any litigation hereunder
         or in relation hereto at the request, order or direction of any of the
         Certificateholders pursuant to the provisions of this Agreement, unless
         such Certificateholders shall have offered to the Trustee reasonable
         security or indemnity satisfactory to it against the costs, expenses
         and liabilities which may be incurred therein or thereby. Nothing
         contained herein shall, however, relieve the Trustee of the obligation,
         upon the occurrence of a Servicer Default of which a Responsible
         Officer of the Trustee has actual knowledge (which has not been cured
         or waived), to exercise such of the rights and powers vested in it by
         this Agreement, and to use the same degree of care and skill in their
         exercise, as a prudent person would exercise under the circumstances in
         the conduct of his own affairs;

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

                           (v)      The Trustee shall not be bound to make any
         investigation into the facts or matters stated in any resolution,
         certificate, statement, instrument, opinion, report, notice, request,
         consent, order, approval, bond or other paper or document, unless
         requested in writing to do so by Holders of Certificates evidencing not
         less than 25% of the aggregate Voting Rights of the Certificates and
         provided that 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
         reasonably assured to the Trustee by the security afforded to it by the
         terms of this Agreement. The Trustee may require reasonable indemnity
         against such expense or liability as a condition to taking any such
         action. The reasonable expense of every such examination shall be paid
         by the Certificateholders requesting the investigation;

                           (vi)     The Trustee may execute any of the trusts or
         powers hereunder or perform any duties hereunder either directly or
         through Affiliates, nominees, custodians, agents or attorneys. The
         Trustee shall not be liable or responsible for the misconduct or
         negligence of any of the Trustee's agents or attorneys or paying agent
         appointed hereunder by the Trustee with due care;

                           (vii)    Should the Trustee deem the nature of any
         action required on its part to be unclear, the Trustee may require
         prior to such action that it be provided by the Depositor with
         reasonable further instructions; the right of the Trustee to perform
         any discretionary act enumerated in this Agreement shall not be
         construed as a duty, and the


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<PAGE>


         Trustee shall not be accountable for other than its negligence or
         willful misconduct in the performance of any such act;

                           (viii)   The Trustee shall not be required to give
         any bond or surety with respect to the execution of the trust created
         hereby or the powers granted hereunder;

                           (ix)     The Trustee shall not have any duty to
         conduct any affirmative investigation as to the occurrence of any
         condition requiring the repurchase of any Mortgage Loan by any Person
         pursuant to this Agreement, or the eligibility of any Mortgage Loan for
         purposes of this Agreement; and

                           (x)      The Trustee shall have no duty hereunder
         with respect to any complaint, claim, demand, notice or other document
         it may receive or which may be alleged to have been delivered or served
         upon it by the parties as a consequence of the assignment of any
         Mortgage Loan hereunder; provided, however that the Trustee shall
         promptly remit to the Servicer upon receipt any such complaint, claim,
         demand, notice or other document (i) which is delivered to the Trustee
         at is Corporate Trust Office, (ii) of which a Responsible Officer has
         actual knowledge or (iii) which contains information sufficient to
         permit the Trustee to make a determination that the real property to
         which such document relates is a Mortgaged Property.

                  (b)      The Trustee is hereby directed by the Depositor to
execute the Cap Contracts on behalf of the Trust Fund in the form presented to
it by the Depositor and shall have no responsibility for the contents of the Cap
Contracts, including, without limitation, the representations and warranties
contained therein. Any funds payable by the Trustee under the Cap Contracts at
closing shall be paid by the Depositor. Notwithstanding anything to the contrary
contained herein or in the Cap Contracts, the Trustee shall not be required to
make any payments to the counterparty under the Cap Contracts.

         Section 9.03 TRUSTEE NOT LIABLE FOR CERTIFICATES OR MORTGAGE LOANS.

                  The recitals contained herein and in the Certificates (other
than the signature and authentication of the Trustee on the Certificates) shall
be taken as the statements of the Depositor, and the Trustee shall not have any
responsibility for their correctness. The Trustee does not make any
representation as to the validity or sufficiency of the Certificates (other than
the signature and authentication of the Trustee on the Certificates) or of any
Mortgage Loan except as expressly provided in Sections 2.02 and 2.06; provided,
however, that the foregoing shall not relieve the Custodian of the obligation to
review the Mortgage Files pursuant to Sections 2.02 and 2.05 of this Agreement.
The Trustee's signature and authentication (or authentication of its agent) on
the Certificates shall be solely in its capacity as Trustee and shall not
constitute the Certificates an obligation of the Trustee in any other capacity.
The Trustee shall not be accountable for the use or application by the Depositor
of any of the Certificates or of the proceeds of such Certificates, or for the
use or application of any funds paid to the Depositor with respect to the
Mortgage Loans. The Trustee (other than in its capacity as Custodian and on such
capacity, subject to the provisions of Section 2.06) shall not be responsible
for the legality or validity of this Agreement or any document or instrument
relating to this Agreement, the validity of the execution of this Agreement or
of any supplement hereto or instrument of further assurance, or the validity,
priority, perfection or sufficiency of the security


                                     -124-
<PAGE>


for the Certificates issued hereunder or intended to be issued hereunder. The
Trustee shall not at any time have any responsibility or liability for or with
respect to the legality, validity and enforceability of any Mortgage or any
Mortgage Loan, or the perfection and priority of any Mortgage or the maintenance
of any such perfection and priority, or for or with respect to the sufficiency
of the Trust Fund or its ability to generate the payments to be distributed to
Certificateholders, under this Agreement. The Trustee shall not have any
responsibility for filing any financing or continuation statement in any public
office at any time or to otherwise perfect or maintain the perfection of any
security interest or lien granted to it hereunder or to record this Agreement.

         Section 9.04 TRUSTEE MAY OWN CERTIFICATES.

                  The Trustee in its individual capacity or in any capacity
other than as Trustee hereunder may become the owner or pledgee of any
Certificates with the same rights it would have if it were not the Trustee and
may otherwise deal with the parties hereto.

         Section 9.05 TRUSTEE'S COMPENSATION AND EXPENSES; INDEMNIFICATION.

                  (a)      As compensation for the performance of its
obligations under this Agreement, the Trustee shall be entitled to all income
and gain realized from any investment of funds in the Distribution Account.

                  In addition, the Trustee will be entitled to recover from the
Distribution Account pursuant to Section 4.07 all reasonable out-of-pocket
expenses, disbursements and advances and the expenses of the Trustee in
connection with the performance of its duties and obligations hereunder or under
any related documents, any Servicer Default, any breach of this Agreement or any
claim or legal action (including any pending or threatened claim or legal
action) incurred or made by the Trustee in the administration of the trusts
hereunder (including the reasonable compensation, expenses and disbursements of
its counsel) except any such expense, disbursement or advance as may arise from
its negligence or intentional misconduct. If funds in the Distribution Account
are insufficient therefor, the Trustee shall recover such expenses from the
Seller. Such compensation and reimbursement obligation shall not be limited by
any provision of law in regard to the compensation of a trustee of an express
trust. The rights of the Trustee under this Section 9.05 shall survive the
termination of this Agreement and the resignation or removal of the Trustee.

                  (b)      The Trustee and its directors, officers, agents and
employees shall be indemnified and held harmless by the Trust Fund against any
and all liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements of any kind or nature
whatsoever, including reasonable attorney's fees, that may be imposed on,
incurred by or asserted against it or them in any way directly or indirectly
relating to or arising out of the transactions contemplated by this Agreement or
any other agreement entered into in connection herewith, including, but not
limited to, the Mortgage Loan Purchase Agreement assigned to the Trust pursuant
to this Agreement or any action taken or not taken by it or them hereunder or in
connection herewith except to the extent caused by the Trustee's negligence or
willful misconduct. The indemnification provided for under this Section 9.05
shall survive the termination of this Agreement and the resignation or removal
of the Trustee.


                                     -125-
<PAGE>


                  The Trustee and its directors, officers, agents and employees
shall be indemnified and held harmless by the Trust Fund from and against any
and all claims, demands, losses, penalties, liabilities, costs, damages,
injuries and expenses, including, without limitation, reasonable attorneys' fees
and expenses, suffered or sustained by the Trustee, either directly or
indirectly, relating to or arising out of any environmental law or regulation of
the United States or any state thereof, including, without limitation, any
judgment, award, settlement, reasonable attorneys' fees and expenses and other
costs or expenses incurred in connection with the defense of any actual or
threatened action, proceeding or claim.

         Section 9.06 ELIGIBILITY REQUIREMENTS FOR TRUSTEE.

                  The Trustee and any successor Trustee shall during the entire
duration of this Agreement be a state bank or trust company or a national
banking 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 and undivided profits of at
least $40,000,000 or, in the case of a successor Trustee, $50,000,000, subject
to supervision or examination by federal or state authority and, in the case of
the Trustee, rated "BBB" or higher by Fitch Ratings with respect to their
long-term rating and rated "A-1" or higher by Standard & Poor's and "Baa2" or
higher by Moody's with respect to any outstanding long-term unsecured
unsubordinated debt, and, in the case of a successor Trustee other than pursuant
to Section 9.10, rated in one of the two highest long-term debt categories of,
or otherwise acceptable to, each of the Rating Agencies. If the Trustee
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 9.06 the combined capital and surplus of such
corporation shall be deemed to be its total equity capital (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 9.06, the Trustee shall resign immediately in the
manner and with the effect specified in Section 9.08.

         Section 9.07 INSURANCE.

                  The Custodian hereunder, at its own expense, shall at all
times maintain and keep in full force and effect such insurance in amounts, with
standard coverage and subject to deductibles, as are customary for insurance
typically maintained by banks which act as custodians but, in any event not less
than that required by Fannie Mae. Evidence of such insurance shall be furnished
to any Certificateholder upon reasonable written request.

         Section 9.08 RESIGNATION AND REMOVAL OF TRUSTEE.

                  The Trustee may at any time resign and be discharged from the
Trust hereby created by giving written notice thereof to the Depositor and the
Seller, with a copy to the Rating Agencies. Upon receiving such notice of
resignation, the Depositor shall promptly appoint a successor trustee by written
instrument, in triplicate, one copy of which instrument shall be delivered to
the resigning trustee and the successor trustee. If no successor trustee shall
have been so appointed and have accepted appointment within 30 days after the
giving of such notice of resignation or removal, the resigning or removed
Trustee may petition any court of competent jurisdiction for the appointment of
a successor trustee.


                                     -126-
<PAGE>


                  If at any time (i) the Trustee shall cease to be eligible in
accordance with the provisions of Section 9.06 hereof and shall fail to resign
after written request thereto by 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 may remove the
Trustee and appoint a successor trustee by written instrument, in multiple
copies, a copy of which instrument shall be delivered to the Trustee and 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 multiple copies,
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
Trustee so removed and the successor trustee so appointed. Notice of any removal
of the Trustee shall be given to each Rating Agency by the Trustee or successor
trustee.

                  Any resignation or removal of the Trustee and appointment of a
successor trustee pursuant to any of the provisions of this Section 9.08 shall
become effective upon acceptance of appointment by the successor trustee as
provided in Section 10.09 hereof.

         Section 9.09 SUCCESSOR TRUSTEE.

                  Any successor trustee appointed as provided in Section 9.08
hereof shall execute, acknowledge and deliver to the Depositor and to its
predecessor trustee 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 9.09 unless at the time of such acceptance such successor trustee
shall be eligible under the provisions of Section 9.07 hereof and its
appointment shall not adversely affect the then current rating of the
Certificates.

                  Upon acceptance of appointment by a successor trustee as
provided in this Section 9.09, the successor trustee shall mail notice of the
succession of such trustee hereunder to all Holders of Certificates. If the
successor trustee fails to mail such notice within ten days after acceptance of
appointment, the Depositor shall cause such notice to be mailed at the expense
of the Trust Fund.

         Section 9.10 MERGER OR CONSOLIDATION OF TRUSTEE.

                  Any corporation, state bank or national banking association
into which the Trustee may be merged or converted or with which it may be
consolidated or any corporation, state bank or national banking association
resulting from any merger, conversion or


                                     -127-
<PAGE>


consolidation to which the Trustee shall be a party, or any corporation, state
bank or national banking association succeeding to substantially all of the
corporate trust business of the Trustee or shall be the successor of the Trustee
hereunder, provided that such corporation shall be eligible under the provisions
of Section 9.06 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 9.11 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 Trustee shall have the power and shall execute and
deliver all instruments to appoint one or more Persons approved by the Trustee
to act as co-trustee or co-trustees jointly with the Trustee, or separate
trustee or separate trustees, of all or any part of the Trust Fund, and to vest
in such Person or Persons, in such capacity 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 9.11, such
powers, duties, obligations, rights and trusts as the Trustee may consider
necessary or desirable. No co-trustee or separate trustee hereunder shall be
required to meet the terms of eligibility as a successor trustee under Section
9.06 and no notice to Certificateholders of the appointment of any co-trustee or
separate trustee shall be required under Section 9.09.

                  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 as Successor Servicer under this Agreement to advance funds on
         behalf of the terminated 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 a Trustee hereunder or as a Successor Servicer hereunder), the
         Trustee shall be incompetent or unqualified to perform such act or
         acts, in which event such rights, powers, duties and obligations
         (including the holding of title to the Trust Fund or any portion
         thereof in any such jurisdiction) shall be exercised and performed
         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 IX. Each separate trustee and co-trustee, upon
its


                                     -128-
<PAGE>


acceptance of the trusts conferred, shall be vested with the estates or property
specified in its instrument of appointment, either jointly with the Trustee or
separately, as may be provided therein, subject to all the provisions of this
Agreement, specifically including every provision of this Agreement relating to
the conduct of, affecting the liability of, or affording protection to, the
Trustee. Every such instrument shall be filed with the Trustee and a copy
thereof given to the Depositor. The Trust Fund shall pay associated fees and
expenses.

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

         Section 9.12 TAX MATTERS.

                  It is intended that the Trust Fund shall constitute, and that
the affairs of the Trust Fund shall be conducted so that each REMIC formed
hereunder 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. The
Trustee, as agent on behalf of the Trust Fund, shall do or refrain from doing,
as applicable, the following: (a) the Trustee shall prepare and file, or cause
to be prepared and filed, in a timely manner, 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 such REMIC 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) the Trustee shall apply for an employer identification
number with the Internal Revenue Service via a Form SS-4 or other comparable
method for each REMIC that is or becomes a taxable entity, and 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 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) the Trustee shall make or cause to be made elections, on behalf
of each REMIC formed hereunder to be treated as a REMIC on the federal tax
return of such REMIC for its first taxable year (and, if necessary, under
applicable state law); (d) the Trustee shall 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) the Trustee shall provide
information necessary for the computation of tax imposed on the transfer of a
Residual Certificate to a Person that is not a Permitted Transferee, or an agent
(including a broker, nominee or other middleman) of a Person that is not a
Permitted Transferee, or a pass-through entity in which a Person that is not a


                                     -129-
<PAGE>


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) the Trustee shall, to the extent 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 formed hereunder as a REMIC under the
REMIC Provisions; (g) the Trustee shall 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 formed hereunder; (h) the Trustee shall pay, from the
sources specified in the last paragraph of this Section 9.12, the amount of any
federal, state and local taxes, including prohibited transaction taxes as
described below, imposed on any REMIC formed 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) the Trustee shall sign or cause to be signed
federal, state or local income tax or information returns or any other document
prepared by the Trustee pursuant to this Section 9.12 requiring a signature
thereon by the Trustee; (j) the Trustee shall maintain records relating to each
REMIC formed hereunder including but not limited to the income, expenses, assets
and liabilities of each such REMIC 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; (k) the
Trustee shall, for federal income tax purposes, maintain books and records with
respect to the REMICs on a calendar year and on an accrual basis; (l) the
Trustee shall not enter into any arrangement not otherwise provided for in this
Agreement by which the REMICs will receive a fee or other compensation for
services nor permit the REMICs to receive any income from assets other than
"qualified mortgages" as defined in Section 860G(a)(3) of the Code or "permitted
investments" as defined in Section 860G(a)(5) of the Code; and (m) as and when
necessary and appropriate, the Trustee shall 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 formed 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 each REMIC
formed 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. 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, 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 any REMIC as defined in Section 860F(a)(2) of the Code, on the
"net income from foreclosure property" of the


                                     -130-
<PAGE>


Trust Fund as defined in Section 860G(c) of the Code, on any contribution to any
REMIC 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 any REMIC and is 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 Section, (ii) 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 hereto 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 Residual Certificateholders, and second with
amounts otherwise to be distributed to all other Certificateholders in the
following order of priority: first, to the Subordinate Certificates in reverse
numerical order, and second, to the Senior Certificates (pro rata based on the
amounts to be distributed). Notwithstanding anything to the contrary contained
herein, to the extent that such tax is payable by the Holder of any
Certificates, the Trustee is hereby authorized to retain on any Distribution
Date, from the Holders of the Residual Certificates (and, if necessary, second,
from the Holders of the 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 shall include in its Remittance Report
instructions as to distributions to such parties taking into account the
priorities described in the second preceding sentence. 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.

         Section 9.13 CUSTODIAN'S FEES AND EXPENSES.

                  The Seller covenants and agrees to pay the Custodian from time
to time, and the Custodian shall be entitled to reasonable compensation for all
services rendered by it in the exercise and performance of any of the powers and
duties of the Custodian hereunder, and the Seller will pay or reimburse the
Custodian upon its request for all reasonable expenses, disbursements and
advances incurred or made by the Custodian in accordance with any of the
provisions of this Agreement (including the reasonable compensation and the
expenses and disbursements of its counsel and of all persons not regularly in
its employ), except any such expense, disbursement or advance as may arise from
its negligence or bad faith or to the extent that such cost or expense is
indemnified by the Depositor pursuant to this Agreement.

         Section 9.14 INDEMNIFICATION OF CUSTODIAN.

                  The Custodian and its directors, officers, agents and
employees shall be indemnified and held harmless by the Trust Fund against any
and all liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements of any kind or nature
whatsoever, including reasonable attorney's fees, that may be imposed on,
incurred by or asserted against it or them in any way relating to or arising out
of this Agreement or any action taken or not taken by it or them hereunder
except to the extent caused by the Custodian's negligence or willful misconduct.
If funds in the Trust Fund are insufficient therefor, the Custodian shall
recover such expenses from the Seller. The indemnification provided for under
this Section 9.14 shall survive the termination of this Agreement and the
resignation or removal of the Custodian.


                                     -131-
<PAGE>


         Section 9.15 RELIANCE OF CUSTODIAN.

                  (a)      The Custodian may conclusively rely, as to the truth
of the statements and the correctness of the opinions expressed therein, upon
any request, instructions, direction, certificate, opinion or other document
furnished to the Custodian, reasonably believed by the Custodian to be genuine
and to have been signed or presented by the proper party or parties and
conforming to the requirements of this Agreement;

                  (b)      (b) The Custodian shall have no duties or
responsibilities except those that are specifically set forth in this Agreement.
The Custodian shall have no responsibility nor duty with respect to any Mortgage
File while such Mortgage File is not in its possession. If the Custodian
requests instructions from the Trustee with respect to any act, action or
failure to act in connection with this Agreement, the Custodian shall be
entitled to refrain from acting unless and until the Custodian shall have
received written instructions from the Trustee with respect to a Mortgage File
without incurring any liability therefor to the Trustee or any other Person;

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

                  (d)      Anything in this Agreement to the contrary
notwithstanding, in no event shall the Custodian be liable for special,
indirect, punitive or consequential loss or damage of any kind whatsoever
(including but not limited to lost profits), even if the Custodian has been
advised of the likelihood of such loss or damage and regardless of the form of
action and whether or not any such damages were foreseeable or contemplated;

                  (e)      The Custodian shall not be required to expend or risk
its own funds or otherwise incur financial liability (other than expenses or
liabilities otherwise required to be incurred by the express terms of this
Agreement) in the performance of any of its duties hereunder if it shall have
reasonable grounds for believing that the repayment of such funds or indemnity
satisfactory to it is not reasonably assured to it;

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

                  (g)      The Custodian makes no representations and has no
responsibilities as to (i) the validity, legality, enforceability,
recordability, sufficiency, due authorization or genuineness of any of the
documents contained in the Mortgage Files or any of the Mortgage Loans or (ii)
the collectability, insurability, effectiveness or suitability of any such
Mortgage Loan;

                  (h)      Neither the Custodian nor any of this directors,
officers, agents or employees shall be liable for any action taken, suffered or
omitted to be taken by it in good faith and believed by it to be authorized or
within the rights or powers conferred upon it by this Agreement. The obligations
of the Custodian or any of its directors, officers, agents or employees shall be
determined solely by the express provisions of this Agreement. No


                                     -132-
<PAGE>


representation, warranty, covenant, agreement, obligation or duty of the
Custodian or any of its directors, officers, agents or employees shall be
implied with respect to this Agreement or the Custodian's services hereunder;

                  (i)      The Custodian, its directors, officers and employees
shall be under no duty or obligation to inspect, review or examine the Mortgage
Files to determine that the contents thereof are genuine, enforceable or
appropriate for the represented purpose or that they have been actually recorded
or that they are other than what they purport to be on their face;

                  (j)      Any corporation into which the Custodian 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 Custodian
shall be a party, or any corporation succeeding to the business of the Custodian
shall be the successor of the Custodian hereunder without the execution or
filing of any paper with any party hereto or any further act on the part of any
of the parties hereto except where an instrument of transfer or assignment is
required by law to effect such succession, anything to the contrary herein
notwithstanding.


                                     -133-
<PAGE>


                                   ARTICLE X

                                   TERMINATION


         Section 10.01 TERMINATION UPON LIQUIDATION OR REPURCHASE OF ALL
                       MORTGAGE LOANS.

                  Subject to Section 10.03, the obligations and responsibilities
of the Depositor, the Seller and the Trustee created hereby with respect to the
Trust Fund shall terminate upon the earlier of (a) the later to occur of the
Class X Certificateholder's (so long as it is not an affiliate of the Seller)
exercise of its optional right to purchase the Mortgage Loans and related REO
Properties (the "Clean-up Call") 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 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, living on the
date hereof and (ii) the Latest Possible Maturity Date.

                  The Cleanup Call shall be exercisable at a price (the
"Termination Price") equal to the sum of (i) 100% of the Stated Principal
Balance of Mortgage Loan, (ii) accrued interest thereon at the applicable
Mortgage Rate to, but not including, the first day of the month of such
purchase, (iii) the appraised value of any related REO Property (up to the
Stated Principal Balance of the related Mortgage Loan), such appraisal to be
conducted by an appraiser mutually agreed upon by the Class X Certificateholder
and the Trustee and (iv) unreimbursed out-of-pocket costs of the Servicer or the
Trustee, including unreimbursed servicing advances and the principal portion of
any unreimbursed Advances, made on the related Mortgage Loans prior to the
exercise of such repurchase right and (v) any unreimbursed costs and expenses of
the Trustee payable pursuant to Section 9.05.

                  The right to exercise the Cleanup Call pursuant to the
preceding paragraph shall be exercisable if the Stated Principal Balance of all
of the Mortgage Loans at the time of any such repurchase, is less than or equal
to ten percent of the aggregate Cut-off Date Principal Balance of the Mortgage
Loans.

         Section 10.02 FINAL DISTRIBUTION ON THE CERTIFICATES.

                  If on any Determination Date, (i) the Trustee determines based
on the reports delivered by the Servicer under this Agreement that there are no
Outstanding Mortgage Loans, and no other funds or assets in the Trust Fund other
than the funds in the Distribution Account, the Trustee shall to send a final
distribution notice promptly to each related 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 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 office of the
Trustee set forth herein. If the Class X


                                     -134-
<PAGE>


Certificateholder elects to terminate the Trust Fund pursuant to Section 10.01,
at least 20 days prior to the date notice is to be mailed to the
Certificateholders, the Class X Certificateholder shall notify the Trustee of
the date the Class X Certificateholder intends to terminate the Trust Fund. The
Class X Certificateholder shall remit the Termination Price to the Trustee on
the Business Day prior to the Distribution Date for such Optional Termination by
the Class X Certificateholder.

                  Notice of the exercise of the Cleanup Call, specifying the
Distribution Date on which the Certificateholders may surrender their
Certificates for payment of the final distribution and cancellation, shall be
given promptly by the Trustee by letter to the 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 the
Certificates will be made upon presentation and surrender of the 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 the Certificates at the office therein specified.
The Trustee will give such notice to each Rating Agency at the time such notice
is given to the Certificateholders.

                  In the event such notice is given, the Class X
Certificateholder shall 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 Certificates. Upon such final deposit and the
receipt by the Trustee of a Request for Release therefor, the Trustee shall
promptly release to the Class X Certificateholder, as applicable the Mortgage
Files for the related Mortgage Loans and any documents necessary to transfer any
related REO Property.

                  Upon presentation and surrender of the related Certificates,
the Trustee shall cause to be distributed to Certificateholders of each Class
the amounts allocable to such Certificates held in the Distribution Account in
the order and priority set forth in Section 5.04 and/or Section 5.06 hereof on
the final Distribution Date and in proportion to their respective Percentage
Interests.

                  In the event that any affected Certificateholders shall not
surrender 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 affected Certificateholders to surrender their
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 appoint an agent to take appropriate steps, to
contact the remaining affected 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 two years after the
second notice all affected Certificates shall not have been surrendered for
cancellation, the related Residual Certificateholders shall be entitled to all
unclaimed funds and other assets of the Trust Fund that remain subject hereto
and the Trustee shall release such funds upon written direction.


                                     -135-
<PAGE>


         Section 10.03 ADDITIONAL TERMINATION REQUIREMENTS.

                  (a)      In the event of (i) the exercise by the Class X
Certificateholder of the Cleanup Call pursuant to the terms of this Agreement,
or (ii) the final payment on or other liquidation of the last Mortgage Loan or
REO Property in the related REMIC pursuant to Section 10.01, the following
additional requirements, unless the Trustee has been supplied with an Opinion of
Counsel, at the expense of the Class X Certificateholder (in the case of the
exercise of the Cleanup Call) or the Depositor, to the effect that the failure
of the Trust Fund to comply with the requirements of this Section 10.03 will not
(i) result in the imposition of taxes on "prohibited transactions" of a REMIC,
or (ii) cause any REMIC to fail to qualify as a REMIC at any time that any
Certificates are outstanding:

                  (1)      The Class X Certificateholder (in the case of the
exercise of the Cleanup Call) or the Depositor (in all other cases) shall
establish a 90-day liquidation period and notify the Trustee thereof, and the
Trustee shall in turn specify the first day of such period in a statement
attached to the tax return for each of REMIC I and REMIC II pursuant to Treasury
Regulation Section 1.860F-1. The Class X Certificateholder or the Depositor, as
applicable, shall 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 obtained at the expense of the Class X Certificateholder or
the Depositor, as applicable;

                  (2)      During such 90-day liquidation period, and at or
prior to the time of making the final payment on the Certificates, the Class X
Certificateholder (in the case of the exercise of the Cleanup Call) or the
Depositor (in all other cases) shall sell all of the assets of REMIC I 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 Holders of the related Residual Certificates all cash on
hand in the Trust Fund (other than cash retained to meet claims), and the Trust
Fund shall terminate at that time.

                  (b)      By their acceptance of the Certificates, the Holders
thereof hereby authorize the Class X Certificateholder (in the case of the
exercise of the Cleanup Call) or the Depositor (in all other cases) to specify
the 90-day liquidation period for REMIC I and REMIC II, which authorization
shall be binding upon all successor Certificateholders.

                  (c)      The Trustee as agent for each REMIC hereby agrees to
adopt and sign such a plan of complete liquidation upon the written request of
the Class X Certificateholder or the Depositor, as applicable, and the receipt
of the Opinion of Counsel referred to in Section 10.03(a)(1) and to take such
other action in connection therewith as may be reasonably requested by the Class
X Certificateholder or the Depositor, as applicable.


                                     -136-
<PAGE>


                                   ARTICLE XI

                            MISCELLANEOUS PROVISIONS


         Section 11.01 AMENDMENT.

                  This Agreement may be amended from time to time by parties
hereto, without the consent of any of the Certificateholders to cure any
ambiguity, to correct or supplement any provisions herein, to change the manner
in which the Distribution Account maintained by the Trustee or the Custodial
Account are maintained 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.

                  Notwithstanding the foregoing, without the consent of the
Certificateholders, the parties hereto may at any time and from time to time
amend this Agreement to modify, eliminate or add to any of its provisions to
such extent as shall be necessary or appropriate to maintain the qualification
of each of REMIC I and REMIC II as a REMIC under the Code or to avoid or
minimize the risk of the imposition of any tax on either REMIC I or REMIC II
pursuant to the Code that would be a claim against REMIC I or REMIC II at any
time prior to the final redemption of the Certificates, provided that the
Trustee has 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 or the Trust Fund, 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
parties hereto and the Holders of each Class of Certificates affected thereby
evidencing over 50% of the Voting Rights of such Class or Classes 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) cause either REMIC I or REMIC II to cease to qualify as a
REMIC or (iii) reduce the aforesaid percentages of Certificates of each Class
the Holders of which are required to consent to any such amendment without the
consent of the Holders of all Certificates of such Class then outstanding.

                  Notwithstanding any contrary provision of this Agreement, the
Trustee shall not consent to any amendment to this Agreement unless it shall
have first received an Opinion of Counsel, which opinion shall be an expense of
the party requesting such amendment but in any case shall not be an expense of
the Trustee, to the effect that such amendment will not (other than an amendment
pursuant to clause (ii) of, and in accordance with, the preceding paragraph)


                                     -137-
<PAGE>


cause the imposition of any tax on REMIC I or REMIC II or the Certificateholders
or cause REMIC I or REMIC II to cease to qualify as a REMIC at any time that any
Certificates are outstanding. Further, nothing in this Agreement shall require
the Trustee to enter into an amendment without receiving an Opinion of Counsel,
satisfactory to the Trustee that (i) such amendment is permitted and is not
prohibited by this Agreement and (ii) that all requirements for amending this
Agreement (including any consent of the applicable Certificateholders) have been
complied with.

                  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.

         Section 11.02 RECORDATION OF AGREEMENT; COUNTERPARTS.

                  To the extent permitted by applicable law, this Agreement is
subject to recordation in all appropriate public offices for real property
records in all of the counties or other comparable jurisdictions in which any or
all of the Mortgaged Properties are situated, and in any other appropriate
public recording office or elsewhere. The Seller or the Depositor shall effect
such recordation at the Trust's expense upon the request in writing of a
Certificateholder, but only if such direction is accompanied by an Opinion of
Counsel (provided at the expense of the Certificateholder requesting
recordation) to the effect that such recordation would materially and
beneficially affect the interests of the Certificateholders or is required by
law.

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

         Section 11.03 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 OF NEW YORK AND THE
OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HERETO AND THE
CERTIFICATEHOLDERS SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS WITHOUT
REGARD TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF.

         Section 11.04 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,


                                     -138-
<PAGE>


extensions and/or assumption agreements and private mortgage insurance policies
relating to the Mortgage Loans by the Seller to the Depositor, and by the
Depositor to the Trust Fund be, and be construed as, an absolute sale thereof to
the Depositor or the Trust Fund, as applicable. It is, further, not the
intention of the parties that such conveyance be deemed a pledge thereof by the
Seller to the Depositor, or by the Depositor to the Trust Fund. However, in the
event that, notwithstanding the intent of the parties, such assets are held to
be the property of the Seller or the Depositor, as applicable, 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 and
(ii) each conveyance provided for in this Agreement shall be deemed to be an
assignment and a grant by the Seller or the Depositor, as applicable, 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 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 the Agreement.

         Section 11.05 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 Servicer of Default
         that has not been cured;

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

                           (iv)     The final payment to Certificateholders.

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

                           (i)      Each report to Certificateholders described
         in Section 5.09;

                           (ii)     Each annual statement as to compliance
         described in Section 3.16; and

                           (iii)    Each annual independent public accountants'
         servicing report described in Section 4.17.

                  (b)      All directions, demands and notices hereunder shall
be in writing and shall be deemed to have been duly given when delivered at or
mailed by registered mail, return receipt requested, postage prepaid, or by
recognized overnight courier, or by facsimile transmission to a number provided
by the appropriate party if receipt of such transmission is confirmed to (i) in
the


                                     -139-
<PAGE>


case of the Depositor, Nomura Asset Acceptance Corp., 2 World Financial Center,
Building B, New York, New York 10281 Attention: Nomura Asset Acceptance
Corporation, Alternative Loan Trust, Series 2004-AR3; (ii) in the case of the
Seller, Nomura Credit & Capital, Inc., 2 World Financial Center, Building B, New
York, New York 10281, Attention: Nomura Asset Acceptance Corporation,
Alternative Loan Trust, Series 2004-AR3 or such other address as may be
hereafter furnished to the other parties hereto by the Seller in writing; (iii)
in the case of the Servicer, GMAC Mortgage Corporation, 500 Enterprise Road,
Horsham, Pennsylvania 19044, Attention: Ken Perkins; (iv) in the case of the
Trustee, at each Corporate Trust Office or such other address as the Trustee may
hereafter furnish to the other parties hereto; (v) in the case of the Rating
Agencies, (x) Standard & Poor's, 55 Water Street, 41st Floor, New York, New York
10041, Attention: Mortgage Surveillance Group and (y) Moody's Investors Service,
Inc., 99 Church Street, New York, New York 10007, Attention: Home Equity
Monitoring. Any notice delivered to the Seller or the Trustee under this
Agreement shall be effective only upon receipt. Any notice required or permitted
to be mailed to a Certificateholder, unless otherwise provided herein, shall be
given by first-class mail, postage prepaid, at the address of such
Certificateholder as shown in the Certificate Register; any notice so mailed
within the time prescribed in this Agreement shall be conclusively presumed to
have been duly given, whether or not the Certificateholder receives such notice.

         Section 11.06 SEVERABILITY OF PROVISIONS.

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

         Section 11.07 ASSIGNMENT.

                  Notwithstanding anything to the contrary contained herein,
except as provided pursuant to Section 7.02, this Agreement may not be assigned
by the Seller or the Depositor.

         Section 11.08 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 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.


                                     -140-
<PAGE>


                  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 a Servicer Default and of the continuance thereof, as
hereinbefore provided, the Holders of Certificates evidencing not less than 25%
of the Voting Rights evidenced by the Certificates 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 indemnity
satisfactory to it as it may require against the costs, expenses, and
liabilities to be incurred therein or thereby, and the Trustee or 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 11.08, each
and every Certificateholder or the Trustee shall be entitled to such relief as
can be given either at law or in equity.

         Section 11.09 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.


                                      * * *


                                     -141-
<PAGE>


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


                                            NOMURA ASSET ACCEPTANCE CORPORATION,
                                                 as Depositor


                                            By:_________________________________
                                            Name:
                                            Title:



                                            NOMURA CREDIT & CAPITAL, INC.,
                                                 as Seller


                                            By:_________________________________
                                            Name:
                                            Title:



                                            GMAC MORTGAGE CORPORATION,
                                                 as Servicer


                                            By:_________________________________
                                            Name:
                                            Title:



                                            JPMORGAN CHASE BANK, N.A.
                                                 as Trustee


                                            By:_________________________________
                                            Name:
                                            Title:



                                            JPMORGAN CHASE BANK, N.A.
                                                 as Custodian


                                            By:_________________________________
                                            Name:
                                            Title:

<PAGE>


                                            With respect to Sections
                                            4.08 and 4.09

                                            THE MURRAYHILL COMPANY


                                            By:_________________________________
                                            Name:
                                            Title:

<PAGE>


STATE OF NEW YORK                   )
                                    )ss.:
COUNTY OF NEW YORK                  )


                  On this ___ day of November 2004, before me, a notary public
in and for said State, appeared ________________, personally known to me on the
basis of satisfactory evidence to be an authorized representative of Nomura
Asset Acceptance Corporation, 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 NEW YORK                   )
                                    )ss.:
COUNTY OF NEW YORK                  )


                  On this ____ day of November 2004, before me, a notary public
in and for said State, appeared ______________, personally known to me on the
basis of satisfactory evidence to be an authorized representative of Nomura
Credit & Capital, Inc., 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 NEW YORK                   )
                                    )ss.:
COUNTY OF NEW YORK                  )


                  On this ____ day of November 2004, before me, a notary public
in and for said State, appeared _________________, personally known to me on the
basis of satisfactory evidence to be an authorized representative of GMAC
Mortgage Corporation, 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 ____ day of November 2004, before me, a notary public
in and for said State, appeared _______________, personally known to me on the
basis of satisfactory evidence to be an authorized representative of JPMorgan
Chase Bank, N.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>


STATE OF                            )
                                    )ss.:
COUNTY OF                           )


                  On this ____ day of November 2004, before me, a notary public
in and for said State, appeared _______________, personally known to me on the
basis of satisfactory evidence to be an authorized representative of JPMorgan
Chase Bank, N.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

          FORM OF CLASS [I][II][III]-A[-1][-2][-3][-4][-5] CERTIFICATE

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

         THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DECREASED
BY THE PRINCIPAL PAYMENTS HEREON [CLASS III-A-3 AND CLASS III-A-5] [AND REALIZED
LOSSES ALLOCABLE HERETO]. ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE OF THE
CERTIFICATES, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE
DIFFERENT FROM THE DENOMINATION SHOWN BELOW. ANYONE ACQUIRING THIS CERTIFICATE
MAY ASCERTAIN ITS CERTIFICATE PRINCIPAL BALANCE BY INQUIRY OF THE TRUSTEE NAMED
HEREIN.

         UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY TO THE DEPOSITOR OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE &
CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.

<PAGE>


<TABLE>
<CAPTION>
<S>                                                        <C>
Certificate No. [__]                                       Pass-Through Rate:  [Variable][____%]

Class [I][II][III]-A[-1][-2][-3][-4][-5] Senior

                                                           Aggregate Initial Certificate Principal Balance of this
Date of Pooling and Servicing Agreement                    Certificate as of the Cut-off Date:
 and Cut-off Date: November 1, 2004                        $
Trustee: JPMorgan Chase Bank, N.A.
                                                           Initial Certificate Principal Balance of this
                                                           Certificate as of the Cut-off Date:
First Distribution Date: December 25, 2004                 $

Assumed Final Distribution Date:
November 25, 2034                                          CUSIP: [______________]
</TABLE>


                        MORTGAGE PASS-THROUGH CERTIFICATE
                                 SERIES 2004-AR3

         evidencing a fractional undivided interest in the distributions
         allocable to the Class [I][II][III]-A[-1][-2][-3][-4][-5] Certificates
         with respect to a Trust Fund consisting primarily of a pool of
         conventional one- to four-family adjustable interest rate mortgage
         loans sold by NOMURA ASSET ACCEPTANCE CORPORATION


         This Certificate is payable solely from the assets of the Trust Fund,
and does not represent an obligation of or interest in Nomura Asset Acceptance
Corporation ("NAAC") or the Trustee or any of their affiliates or any other
person. Neither this Certificate nor the underlying Mortgage Loans are
guaranteed or insured by any governmental entity or by NAAC or the Trustee or
any of their affiliates or any other person. None of NAAC, the Trustee or any of
their affiliates will have any obligation with respect to any certificate or
other obligation secured by or payable from payments on the Certificates.

         This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced hereby in the beneficial ownership interest of
Certificates of the same Class as this Certificate in a trust (the "Trust Fund")
generally consisting of conventional first lien, adjustable rate mortgage loans
secured by one- to four- family residences, units in planned unit developments
and individual condominium units (collectively, the "Mortgage Loans") sold by
NAAC. The Mortgage Loans were sold by Nomura Credit & Capital, Inc. (the
"Seller") to NAAC. The Trust Fund was created pursuant to the Pooling and
Servicing Agreement dated as of the Cut-off Date specified above (the
"Agreement"), among NAAC, as depositor (the "Depositor"), the Seller, as seller,
GMAC Mortgage Corporation, as servicer, and JPMorgan


                                       2
<PAGE>


Chase Bank, N.A., as trustee (the "Trustee"), a summary of certain of the
pertinent provisions of which is set forth hereafter. To the extent not defined
herein, capitalized terms used herein shall have the meaning ascribed to them in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of its acceptance hereof assents and by which such
Holder is bound.

         Interest on this Certificate will accrue during [for Class I-A[-1][-2]
Certificates] the calendar month prior to the calendar month in which a
Distribution Date (as hereinafter defined) occurs [for Class II-A, III-A-1,
III-A-2, III-A-3, III-A-4 and III-A-5 Certificates, the period commencing on the
immediately preceding Distribution Date (or with respect to the First
Distribution Date, the Closing Date) and ending on the day immediately preceding
the related distribution date] on the Certificate Principal Balance hereof at a
per annum rate equal to the Pass-Through Rate set forth above with respect to
the first Distribution Date and for any Distribution thereafter at a per annum
pass-through rate equal to [for Class I-A-1 Certificates] the weighted average
of the Net Mortgage Rates of the Group I Mortgage Loans minus [__]%][for Class
I-A-2 Certificates] the weighted average of the Net Mortgage Rates of the Group
I Mortgage Loans minus [__]%] [for Class II-A, III-A-1, III-A-2, III-A-3,
III-A-4 and III-A-5 Certificates] will equal the least of (i) the sum of
one-month LIBOR for that distribution date plus (A) on or prior to the first
possible optional termination date, ___% or (B) after the first possible
optional termination date, ___%, (ii) the applicable Net Funds Cap, (iii) the
applicable Cap Rate and (iv) the Maximum Interest Rate]. The Trustee will
distribute on the 25th day of each month, or, if such 25th day is not a Business
Day, the immediately following Business Day (each, a "Distribution Date"),
commencing on the First Distribution Date specified above, to the Person in
whose name this Certificate is registered at the close of business on [for Class
I-A-1 and I-A-2 Certificates] the last day (or if such last day is not a
Business Day, the Business Day immediately preceding such last day) of the
calendar month immediately preceding the month in which the Distribution Date
occurs[for Class II-A, III-A-1, III-A-2 and III-A-3 Certificates] [the Business
Day immediately preceding such Distribution Date], an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the amount
(of interest and principal, if any) required to be distributed to the Holders of
Certificates of the same Class as this Certificate. The Assumed Final
Distribution Date is the Distribution Date in the month following the latest
scheduled maturity date of any Mortgage Loan and is not likely to be the date on
which the Certificate Principal Balance of this Class of Certificates will be
reduced to zero.

         Distributions on this Certificate will be made by the Trustee by check
mailed to the address of the Person entitled thereto as such name and address
shall appear on the Certificate Register or, if such Person so requests by
notifying the Trustee in writing as specified in the Agreement. Notwithstanding
the above, the final distribution on this Certificate will be made after due
notice by the Trustee of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency appointed
by the Trustee for that purpose and designated in such notice. The initial
Certificate Principal Balance of this Certificate is set forth above. The
Certificate Principal Balance hereof will be reduced to the extent of
distributions allocable to principal hereon [for Class III-A-3 and Class III-A-5
Certificates] [and Realized Losses on the Group III Mortgage Loans allocable to
the Class III-A-3 Certificates].

         This Certificate is one of a duly authorized issue of Certificates
designated as set


                                      -3-
<PAGE>


forth on the face hereof (the "Certificates"). The Certificates, in the
aggregate, evidence the entire beneficial ownership interest in the Trust Fund
formed pursuant to the Agreement.

         The Certificateholder, by its acceptance of this Certificate, agrees
that it will look solely to the Trust Fund for payment hereunder and that the
Trustee is not liable to the Certificateholders for any amount payable under
this Certificate or the Agreement or, except as expressly provided in the
Agreement, subject to any liability under the Agreement.

         This Certificate does not purport to summarize the Agreement and
reference is made to the Agreement for the interests, rights and limitations of
rights, benefits, obligations and duties evidenced hereby, and the rights,
duties and immunities of the Trustee. The Certificates are limited in right of
payment to certain collections and recoveries respecting the Mortgage Loans and
payments received pursuant to the Cap Contracts, all as more specifically set
forth in the Agreement.

         The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor and the rights of the Certificateholders under the Agreement from time
to time by the parties thereto with the consent of the Holders of the Classes or
Classes of Certificates affected thereby evidencing over 50% of the Voting
Rights of such Class or Classes. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in lieu hereof whether or not notation of such consent is made upon
this Certificate. The Agreement also permits the amendment thereof, in certain
limited circumstances, without the consent of the Holders of any of the
Certificates.

         As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable with the Trustee upon
surrender of this Certificate for registration of transfer at the offices or
agencies maintained by the Trustee for such purposes, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Trustee duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates in authorized
denominations representing a like aggregate Percentage Interest will be issued
to the designated transferee.

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

         No service charge will be made to the Certificateholders for any such
registration of transfer, but the Trustee may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
therewith. The Depositor, the Trustee and any agent of any of them may treat the
Person in whose name this Certificate is registered as the owner hereof for all
purposes, and none of Depositor, the Trustee or any such agent shall be affected
by notice to the contrary.

         The obligations created by the Agreement and the Trust Fund created
thereby


                                      -4-
<PAGE>


(other than the obligations to make payments to Certificateholders with respect
to the termination of the Agreement) shall terminate upon the earlier of (i) the
later of (A) the maturity or other liquidation (or Advance with respect thereto)
of the last Mortgage Loan remaining in the Trust Fund and disposition of all
property acquired upon foreclosure or deed in lieu of foreclosure of any
Mortgage Loan and (B) the remittance of all funds due under the Agreement, or
(ii) the optional repurchase by the party named in the Agreement of all the
Mortgage Loans and other assets of the Trust Fund in accordance with the terms
of the Agreement. Such optional repurchase may be made only if on such
Distribution Date the aggregate Stated Principal Balance of the Mortgage Loans
is less than 10% of the aggregate Stated Principal Balance of the Mortgage Loans
at the Cut-off Date. The exercise of such right will effect the early retirement
of the Certificates. In no event, however, will the Trust Fund created by the
Agreement continue beyond the expiration of 21 years after the death of certain
persons identified in the Agreement.

         Unless this Certificate has been countersigned by an authorized
signatory of the Trustee by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement, or be valid for any purpose.


                                      -5-
<PAGE>


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


Dated:   November __, 2004              JPMORGAN CHASE BANK, N.A.
                                        not in its individual capacity but
                                        solely as Trustee


                                        By:_____________________________________
                                               Authorized Signatory


                          CERTIFICATE OF AUTHENTICATION
                          -----------------------------

         This is one of the Class [I][II][III]-A[-1][-2][-3][-4][-5]
Certificates referred to in the within-mentioned Agreement.

                                        JPMORGAN CHASE BANK, N.A.
                                        Authorized signatory of JPMorgan Chase
                                        Bank, N.A. not in its individual
                                        capacity but solely as Trustee


                                        By:_____________________________________
                                               Authorized Signatory

<PAGE>


                                   ASSIGNMENT
                                   ----------

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

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


Dated:                                  ________________________________________
                                        Signature by or on behalf of assignor


                                        ________________________________________
                                        Signature Guaranteed


                            DISTRIBUTION INSTRUCTIONS

         The assignee should include the following for purposes of distribution:

         Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________ for the account
of _________________________ account number _____________, or, if mailed by
check, to ______________________________. Applicable statements should be mailed
to _____________________________________________.

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

<PAGE>


                                   EXHIBIT A-2

                    FORM OF CLASS M-[1][2][3][4] CERTIFICATE


         THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE SENIOR
CERTIFICATES [AND THE CLASS M-1 CERTIFICATES] [AND THE CLASS M-2 CERTIFICATES]
[AND THE CLASS M-3 CERTIFICATES] AS DESCRIBED IN THE AGREEMENT (AS DEFINED
BELOW).

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

         THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DECREASED
BY PRINCIPAL PAYMENTS HEREON AND REALIZED LOSSES ALLOCABLE HERETO. ACCORDINGLY,
FOLLOWING THE INITIAL ISSUANCE OF THE CERTIFICATES, THE CERTIFICATE PRINCIPAL
BALANCE OF THIS CERTIFICATE WILL BE DIFFERENT FROM THE DENOMINATION SHOWN BELOW.
ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CERTIFICATE PRINCIPAL
BALANCE BY INQUIRY OF THE TRUSTEE NAMED HEREIN.

         EACH BENEFICIAL OWNER OF A CERTIFICATE OR ANY INTEREST THEREIN SHALL BE
DEEMED TO HAVE REPRESENTED, BY VIRTUE OF ITS ACQUISITION OR HOLDING OF THAT
CERTIFICATE OR INTEREST THEREIN, THAT EITHER (I) IT IS NOT A PLAN OR INVESTING
WITH "PLAN ASSETS", (II) IT HAS ACQUIRED AND IS HOLDING SUCH CERTIFICATE IN
RELIANCE ON PROHIBITED TRANSACTION EXEMPTION 2002-41 AS AMENDED ("EXEMPTION"),
AND THAT IT UNDERSTANDS THAT THERE ARE CERTAIN CONDITIONS TO THE AVAILABILITY OF
THE EXEMPTION, INCLUDING THAT THE CERTIFICATE MUST BE RATED, AT THE TIME OF
PURCHASE, NOT LOWER THAN "BBB-" (OR ITS EQUIVALENT) BY S&P, FITCH RATINGS OR
MOODY'S, AND THE CERTIFICATE IS SO RATED OR (III) (1) IT IS AN INSURANCE
COMPANY, (2) THE SOURCE OF FUNDS USED TO ACQUIRE OR HOLD THE CERTIFICATE OR
INTEREST THEREIN IS AN "INSURANCE COMPANY GENERAL ACCOUNT," AS SUCH TERM IS
DEFINED IN PROHIBITED TRANSACTION CLASS EXEMPTION ("PTCE") 95-60, AND (3) THE
CONDITIONS IN SECTIONS I AND III OF PTCE 95-60 HAVE BEEN SATISFIED.

<PAGE>


UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE DEPOSITOR OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE &
CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.

<PAGE>


<TABLE>
<CAPTION>
<S>                                                        <C>
Certificate No. [__]                                       Pass-Through Rate: [Variable][__%]

Class M-[1][2][3][4] Subordinate

                                                           Aggregate Initial Certificate Principal Balance of this
Date of Pooling and Servicing Agreement and Cut-off Date:  Certificate as of the Cut-off Date:
November 1, 2004                                           $
Trustee: JPMorgan Chase Bank, N.A.
                                                           Initial Certificate Principal Balance of this
First Distribution Date:                                   Certificate as of the Cut-off Date:
December 25, 2004                                          $

Assumed Final Distribution Date:
November 25, 2034                                          CUSIP:   [__________________]
</TABLE>


                        MORTGAGE PASS-THROUGH CERTIFICATE
                                 SERIES 2004-AR3

         evidencing a fractional undivided interest in the distributions
         allocable to the Class M-[1][2][3][4] Certificates with respect to a
         Trust Fund consisting primarily of a pool of conventional one- to
         four-family adjustable interest rate mortgage loans sold by NOMURA
         ASSET ACCEPTANCE CORPORATION.


         This Certificate is payable solely from the assets of the Trust Fund,
and does not represent an obligation of or interest in Nomura Asset Acceptance
Corporation ("NAAC") or the Trustee or any of their affiliates or any other
person. Neither this Certificate nor the underlying Mortgage Loans are
guaranteed or insured by any governmental entity or by NAAC or the Trustee or
any of their affiliates or any other person. None of NAAC, the Trustee or any of
their affiliates will have any obligation with respect to any certificate or
other obligation secured by or payable from payments on the Certificates.

         This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced hereby in the beneficial ownership interest of
Certificates of the same Class as this Certificate in a trust (the "Trust Fund")
generally consisting of conventional first lien, adjustable rate mortgage loans
secured by one- to four- family residences, units in planned unit developments
and individual condominium units (collectively, the "Mortgage Loans") sold by
NAAC. The Mortgage Loans were sold by Nomura Credit & Capital, Inc. (the
"Seller") to NAAC. The Trust Fund was created pursuant to the Pooling and
Servicing Agreement dated as of the Cut-off Date specified above (the
"Agreement"), among NAAC, as depositor (the "Depositor"), the Seller, as seller,
GMAC Mortgage Corporation, as servicer, and JPMorgan Chase Bank, N.A., as
trustee (the "Trustee"), a summary of certain of the pertinent provisions of
which is set forth hereafter. To the extent not defined herein, capitalized
terms used herein shall have the meaning ascribed to them in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder

<PAGE>


of this Certificate by virtue of its acceptance hereof assents and by which such
Holder is bound.

         Interest on this Certificate will accrue during the period commencing
on the immediately preceding Distribution Date (as defined herein) (or, with
respect to the First Distribution Date, the Closing Date) on the Certificate
Principal Balance hereof at a per annum rate equal to the Pass-Through Rate set
forth above with respect to the first Distribution Date and for any Distribution
thereafter at a per annum pass-through rate equal to the least of (i) the sum of
one-month LIBOR for that distribution date plus (A) on or prior to the first
possible optional termination date, ___% or (B) after the first possible
optional termination date, ___%, (ii) the applicable Net Funds Cap, (iii) the
applicable Cap Rate and (iv) the Maximum Interest Rate. The Trustee will
distribute on the 25th day of each month, or, if such 25th day is not a Business
Day, the immediately following Business Day (each, a "Distribution Date"),
commencing on the First Distribution Date specified above, to the Person in
whose name this Certificate is registered at the close of business on the
Business Day immediately preceding such Distribution Date, an amount equal to
the product of the Percentage Interest evidenced by this Certificate and the
amount (of interest and principal, if any) required to be distributed to the
Holders of Certificates of the same Class as this Certificate. The Assumed Final
Distribution Date is the Distribution Date in the month following the latest
scheduled maturity date of any Mortgage Loan and is not likely to be the date on
which the Certificate Principal Balance of this Class of Certificates will be
reduced to zero.

         Distributions on this Certificate will be made by the Trustee by check
mailed to the address of the Person entitled thereto as such name and address
shall appear on the Certificate Register or, if such Person so requests by
notifying the Trustee in writing as specified in the Agreement. Notwithstanding
the above, the final distribution on this Certificate will be made after due
notice by the Trustee of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency appointed
by the Trustee for that purpose and designated in such notice. The initial
Certificate Principal Balance of this Certificate is set forth above. The
Certificate Principal Balance hereof will be reduced to the extent of
distributions allocable to principal hereon and any Realized Losses allocable
hereto.

         This Certificate is one of a duly authorized issue of Certificates
designated as set forth on the face hereof (the "Certificates"). The
Certificates, in the aggregate, evidence the entire beneficial ownership
interest in the Trust Fund formed pursuant to the Agreement.

         The Certificateholder, by its acceptance of this Certificate, agrees
that it will look solely to the Trust Fund for payment hereunder and that the
Trustee is not liable to the Certificateholders for any amount payable under
this Certificate or the Agreement or, except as expressly provided in the
Agreement, subject to any liability under the Agreement.

         This Certificate does not purport to summarize the Agreement and
reference is made to the Agreement for the interests, rights and limitations of
rights, benefits, obligations and duties evidenced hereby, and the rights,
duties and immunities of the Trustee. The Certificates are limited in right of
payment to certain collections and recoveries respecting the Mortgage Loans and
payments received pursuant to the Cap Contracts, all as more specifically set
forth in the Agreement.

<PAGE>


         The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor and the rights of the Certificateholders under the Agreement from time
to time by the parties thereto with the consent of the Holders of the Class or
Classes of Certificates affected thereby evidencing over 50% of the Voting
Rights of such Class or Classes. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in lieu hereof whether or not notation of such consent is made upon
this Certificate. The Agreement also permits the amendment thereof, in certain
limited circumstances, without the consent of the Holders of any of the
Certificates.

         As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable with the Trustee upon
surrender of this Certificate for registration of transfer at the offices or
agencies maintained by the Trustee for such purposes, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Trustee duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates in authorized
denominations representing a like aggregate Percentage Interest will be issued
to the designated transferee.

         Each beneficial owner of a Certificate or any interest therein shall be
deemed to have represented, by virtue of its acquisition or holding of that
certificate or interest therein, that either (i) it is not a Plan or investing
with "Plan Assets", (ii) it has acquired and is holding such certificate in
reliance on the Exemption, and that it understands that there are certain
conditions to the availability of the Exemption, including that the certificate
must be rated, at the time of purchase, not lower than "BBB-" (or its
equivalent) by S&P, Fitch Ratings or Moody's, and the certificate is so rated or
(iii) (1) it is an insurance company, (2) the source of funds used to acquire or
hold the certificate or interest therein is an "insurance company general
account," as such term is defined in Prohibited Transaction Class Exemption
("PTCE") 95-60, and (3) the conditions in Sections I and III of PTCE 95-60 have
been satisfied.

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

         No service charge will be made to the Certificateholders for any such
registration of transfer, but the Trustee may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
therewith. The Depositor, the Trustee and any agent of any of them may treat the
Person in whose name this Certificate is registered as the owner hereof for all
purposes, and none of the Depositor, the Trustee or any such agent shall be
affected by notice to the contrary.

         The obligations created by the Agreement and the Trust Fund created
thereby (other than the obligations to make payments to Certificateholders with
respect to the termination of the Agreement) shall terminate upon the earlier of
(i) the later of (A) the maturity or other liquidation (or Advance with respect
thereto) of the last Mortgage Loan remaining in the Trust Fund and disposition
of all property acquired upon foreclosure or deed in lieu of foreclosure of

<PAGE>


any Mortgage Loan and (B) the remittance of all funds due under the Agreement,
or (ii) the optional repurchase by the party named in the Agreement of all the
Mortgage Loans and other assets of the Trust Fund in accordance with the terms
of the Agreement. Such optional repurchase may be made only if on such
Distribution Date the aggregate Stated Principal Balance of the Mortgage Loans
is less than 10% of the aggregate Stated Principal Balance of the Mortgage Loans
at the Cut-off Date. The exercise of such right will effect the early retirement
of the Certificates. In no event, however, will the Trust Fund created by the
Agreement continue beyond the expiration of 21 years after the death of certain
persons identified in the Agreement.

         Unless this Certificate has been countersigned by an authorized
signatory of the Trustee by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement, or be valid for any purpose.

<PAGE>


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


Dated:  November __, 2004               JPMORGAN CHASE BANK, N.A.
                                        not in its individual capacity but
                                        solely as Trustee


                                        By:_____________________________________
                                                  Authorized Signatory


                          CERTIFICATE OF AUTHENTICATION
                          -----------------------------

         This is one of the M-[1][2][3][4] Certificates referred to in the
within-mentioned Agreement.

                                        JPMORGAN CHASE BANK, N.A.
                                        Authorized signatory of JPMorgan Chase
                                        Bank, N.A., not in its individual
                                        capacity but solely as Trustee


                                        By:_____________________________________
                                                  Authorized Signatory

<PAGE>


                                   ASSIGNMENT
                                   ----------

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

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


Dated:                                  ________________________________________
                                        Signature by or on behalf of assignor


                                        ________________________________________
                                        Signature Guaranteed


                            DISTRIBUTION INSTRUCTIONS

         The assignee should include the following for purposes of distribution:

         Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________ for the account
of _________________________ account number _____________, or, if mailed by
check, to ______________________________. Applicable statements should be mailed
to _____________________________________________.

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

<PAGE>


                                   EXHIBIT A-3

                           FORM OF CLASS X CERTIFICATE


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

         THIS CERTIFICATE IS SUBORDINATE TO THE SENIOR CERTIFICATES AND
MEZZANINE CERTIFICATES TO THE EXTENT DESCRIBED IN THE AGREEMENT REFERRED TO
HEREIN.

         THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER ANY STATE
SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT
THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY
IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND ONLY (1)
PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A") TO A PERSON THAT
THE HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE
MEANING OF RULE 144A (A "QIB"), PURCHASING FOR ITS OWN ACCOUNT OR A QIB
PURCHASING FOR THE ACCOUNT OF A QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE,
THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON
RULE 144A, (2) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144
UNDER THE SECURITIES ACT (IF AVAILABLE) OR (3) IN CERTIFICATED FORM TO AN
"INSTITUTIONAL ACCREDITED INVESTOR" WITHIN THE MEANING THEREOF IN RULE
501(A)(1), (2), (3) OR (7) OF REGULATION D UNDER THE ACT OR ANY ENTITY IN WHICH
ALL OF THE EQUITY OWNERS COME WITHIN SUCH PARAGRAPHS PURCHASING NOT FOR
DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, SUBJECT TO (A) THE RECEIPT BY
THE TRUSTEE OF A LETTER SUBSTANTIALLY IN THE FORM PROVIDED IN THE AGREEMENT AND
(B) THE RECEIPT BY THE TRUSTEE OF SUCH OTHER EVIDENCE ACCEPTABLE TO THE TRUSTEE
THAT SUCH REOFFER, RESALE, PLEDGE OR TRANSFER IS IN COMPLIANCE WITH THE
SECURITIES ACT AND OTHER APPLICABLE LAWS OR IN EACH CASE IN ACCORDANCE WITH ALL
APPLICABLE SECURITIES LAWS OF THE UNITED STATES AND ANY OTHER APPLICABLE
JURISDICTION.

         NO TRANSFER OF THIS CERTIFICATE MAY BE MADE TO ANY PERSON, UNLESS THE
TRANSFEREE PROVIDES EITHER A CERTIFICATION PURSUANT TO SECTION 6.02(B) OF THE
AGREEMENT OR AN OPINION OF COUNSEL SATISFACTORY TO THE TRUSTEE, THE DEPOSITOR OR
THE SERVICERS THAT THE PURCHASE AND HOLDING OF THIS CERTIFICATE IS

<PAGE>


PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT
PROHIBITED TRANSACTION UNDER SECTION 406 OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE CODE AND WILL
NOT SUBJECT THE TRUSTEE TO ANY OBLIGATION OR LIABILITY IN ADDITION TO THOSE
UNDERTAKEN IN THE AGREEMENT, ALL IN ACCORDANCE WITH SECTION 6.02(B) OF THE
AGREEMENT.

<PAGE>


<TABLE>
<CAPTION>
<S>                                                        <C>
Certificate No. [__]                                       Percentage Interest: [___%]

Class X                                                    Variable Pass-Through Rate

                                                           Initial Notional Balance of this Certificate as of the
Date of Pooling and Servicing Agreement and                Cut-off Date:
Cut-off Date: November 1, 2004                             $

Trustee: JPMorgan Chase Bank, N.A.
                                                           Initial Notional Balance of this Certificate as of the
First Distribution Date:                                   Cut-off Date:
December 25, 2004                                          $

Assumed Final Distribution Date:
November 25, 2034                                          CUSIP: [_____________]
</TABLE>


                        MORTGAGE PASS-THROUGH CERTIFICATE
                                 SERIES 2004-AR3

         evidencing a fractional undivided interest in the distributions
         allocable to the Class X Certificates with respect to a Trust Fund
         consisting primarily of a pool of conventional one- to four-family
         adjustable interest rate mortgage loans sold by NOMURA ASSET ACCEPTANCE
         CORPORATION


         This Certificate is payable solely from the assets of the Trust Fund,
and does not represent an obligation of or interest in Nomura Asset Acceptance
Corporation ("NAAC") or the Trustee referred to below or any of their affiliates
or any other person. Neither this Certificate nor the underlying Mortgage Loans
are guaranteed or insured by any governmental entity or by NAAC or the Trustee
or any of their affiliates or any other person. None of NAAC, the Trustee or any
of their affiliates will have any obligation with respect to any certificate or
other obligation secured by or payable from payments on the Certificates.

         This certifies that Nomura Securities International, Inc. is the
registered owner of the Percentage Interest evidenced hereby in the beneficial
ownership interest of Certificates of the same Class as this Certificate in a
trust (the "Trust Fund"), generally consisting of conventional first lien,
adjustable rate mortgage loans secured by one- to four- family residences, units
in planned unit developments and individual condominium units (collectively, the
"Mortgage Loans") sold by NAAC. The Mortgage Loans were sold by Nomura Credit &
Capital, Inc. (the "Seller") to NAAC. The Trust Fund was created pursuant to the
Pooling and Servicing

<PAGE>


Agreement dated as of the Cut-off Date specified above (the "Agreement"), among
NAAC, as depositor (the "Depositor"), the Seller, as seller, GMAC Mortgage
Corporation, as servicer, and JPMorgan Chase Bank, N.A., as trustee (the
"Trustee"), a summary of certain of the pertinent provisions of which is set
forth hereafter. To the extent not defined herein, capitalized terms used herein
shall have the meaning ascribed to them in the Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of its
acceptance hereof assents and by which such Holder is bound.

         Interest on this Certificate will accrue during the month prior to the
month in which a Distribution Date (as hereinafter defined) occurs on the
Notional Balance hereof at a per annum rate equal to the Pass-Through Rate as
set forth in the Agreement. The Trustee will distribute on the 25th day of each
month, or, if such 25th day is not a Business Day, the immediately following
Business Day (each, a "Distribution Date"), commencing on the First Distribution
Date specified above, to the Person in whose name this Certificate is registered
at the close of business on the last day (or if such last day is not a Business
Day, the Business Day immediately preceding such last day) of the calendar month
immediately preceding the month in which the Distribution Date occurs, an amount
equal to the product of the Percentage Interest evidenced by this Certificate
and the amount required to be distributed to the Holders of Certificates of the
same Class as this Certificate. The Assumed Final Distribution Date is the
Distribution Date in the month following the latest scheduled maturity date of
any Mortgage Loan.

         Distributions on this Certificate will be made by the Trustee by check
mailed to the address of the Person entitled thereto as such name and address
shall appear on the Certificate Register or, if such Person so requests by
notifying the Trustee in writing as specified in the Agreement. Notwithstanding
the above, the final distribution on this Certificate will be made after due
notice by the Trustee of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency appointed
by the Trustee for that purpose and designated in such notice.

         No transfer of this Certificate shall be made unless the transfer is
made pursuant to an effective registration statement under the Securities Act of
1933, as amended (the "1933 Act"), and an effective registration or
qualification under applicable state securities laws, or is made in a
transaction that does not require such registration or qualification. In the
event that such a transfer of this Certificate is to be made without
registration or qualification, the Trustee shall require receipt of (i) if such
transfer is purportedly being made in reliance upon Rule 144A under the 1933
Act, written certifications from the Holder of the Certificate desiring to
effect the transfer, and from such Holder's prospective transferee,
substantially in the forms attached to the Agreement as Exhibit E and either F
or G, as applicable, and (ii) in all other cases, an Opinion of Counsel
satisfactory to it that such transfer may be made without such registration or
qualification (which Opinion of Counsel shall not be an expense of the Trust
Fund or of the Depositor or the Trustee in their respective capacities as such),
together with copies of the written certification(s) of the Holder of the
Certificate desiring to effect the transfer and/or such

<PAGE>


Holder's prospective transferee upon which such Opinion of Counsel is based.
Neither the Depositor nor the Trustee is obligated to register or qualify the
Class of Certificates specified on the face hereof under the 1933 Act or any
other securities law or to take any action not otherwise required under the
Agreement to permit the transfer of such Certificates without registration or
qualification. Any Holder desiring to effect a transfer of this Certificate
shall be required to indemnify the Trustee, the Depositor and the Seller 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 this Class X Certificate will be made unless the Trustee
has received either (i) an opinion of counsel acceptable to and in form and
substance satisfactory to the Trustee with respect to the permissibility of such
transfer under the Employee Retirement Income Security Act of 1974, as amended
("ERISA"), and Section 4975 of the Internal Revenue Code (the "Code") and
stating, among other things, that the transferee's acquisition and holding of a
Class X Certificate is permissible under applicable law, will not constitute or
result in a non-exempt prohibited transaction under Section 406 of ERISA or
Section 4975 of the Code and will not subject the Trustee, the Depositor or the
Servicer to any obligation or liability in addition to those undertaken in the
Agreement, all in accordance with Section 6.02(b) of the Agreement or (ii) a
representation letter, in the form as described by the Agreement, stating that
the transferee is not an employee benefit or other plan subject to the
prohibited transaction provisions of ERISA or Section 4975 of the Code (a
"Plan"), or any other person (including an investment manager, a named fiduciary
or a trustee of any Plan) acting, directly or indirectly, on behalf of or
purchasing any Certificate with "plan assets" of any Plan.

         This Certificate is one of a duly authorized issue of Certificates
designated as set forth on the face hereof (the "Certificates"). The
Certificates, in the aggregate, evidence the entire beneficial ownership
interest in the Trust Fund formed pursuant to the Agreement.

         The Certificateholder, by its acceptance of this Certificate, agrees
that it will look solely to the Trust Fund for payment hereunder and that the
Trustee is not liable to the Certificateholders for any amount payable under
this Certificate or the Agreement or, except as expressly provided in the
Agreement, subject to any liability under the Agreement.

         This Certificate does not purport to summarize the Agreement and
reference is made to the Agreement for the interests, rights and limitations of
rights, benefits, obligations and duties evidenced hereby, and the rights,
duties and immunities of the Trustee.

         The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor and the rights of the Certificateholders under the Agreement from time
to time by the parties thereto with the consent of the Holders of the Class or
Classes of Certificates affected thereby evidencing over 50% of the Voting
Rights of such Class or Classes. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in lieu hereof whether or not notation of such

<PAGE>


consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, without the consent of the Holders of
any of the Certificates.

         As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable with the Trustee upon
surrender of this Certificate for registration of transfer at the offices or
agencies maintained by the Trustee for such purposes, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Trustee duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates in authorized
denominations representing a like aggregate Percentage Interest will be issued
to the designated transferee.

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

         No service charge will be made to the Certificateholders for any such
registration of transfer, but the Trustee may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
therewith. The Depositor, the Trustee and any agent of any of them may treat the
Person in whose name this Certificate is registered as the owner hereof for all
purposes, and none of the Depositor, the Trustee or any such agent shall be
affected by notice to the contrary.

         The obligations created by the Agreement and the Trust Fund created
thereby (other than the obligations to make payments to Certificateholders with
respect to the termination of the Agreement) shall terminate upon the earlier of
(i) the later of (A) the maturity or other liquidation (or Advance with respect
thereto) of the last Mortgage Loan remaining in the Trust Fund and disposition
of all property acquired upon foreclosure or deed in lieu of foreclosure of any
Mortgage Loan and (B) the remittance of all funds due under the Agreement, or
(ii) the optional repurchase by the party named in the Agreement of all the
Mortgage Loans and other assets of the Trust Fund in accordance with the terms
of the Agreement. Such optional repurchase may be made only if on such
Distribution Date the aggregate Stated Principal Balance of the Mortgage Loans
is less than 10% of the aggregate Stated Principal Balance of the Mortgage Loans
at the Cut-off Date. The exercise of such right will effect the early retirement
of the Certificates. In no event, however, will the Trust Fund created by the
Agreement continue beyond the expiration of 21 years after the death of certain
persons identified in the Agreement.

         Unless this Certificate has been countersigned by an authorized
signatory of the Trustee by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement, or be valid for any purpose.

<PAGE>


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


Dated:  November __, 2004               JPMORGAN CHASE BANK, N.A.
                                        not in its individual capacity but
                                        solely as Trustee


                                        By:_____________________________________
                                                  Authorized Signatory


                          CERTIFICATE OF AUTHENTICATION
                          -----------------------------

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

                                        JPMORGAN CHASE BANK, N.A.
                                        Authorized signatory of JPMorgan Chase
                                        Bank, N.A., not in its individual
                                        capacity but solely as Trustee


                                        By:_____________________________________
                                                  Authorized Signatory

<PAGE>


                                   ASSIGNMENT
                                   ----------

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

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


Dated:                                  ________________________________________
                                        Signature by or on behalf of assignor


                                        ________________________________________
                                        Signature Guaranteed


                            DISTRIBUTION INSTRUCTIONS

         The assignee should include the following for purposes of distribution:

         Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________ for the account
of _________________________ account number _____________, or, if mailed by
check, to ______________________________. Applicable statements should be mailed
to _____________________________________________.

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

<PAGE>


                                   EXHIBIT A-4

                           FORM OF CLASS P CERTIFICATE


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

         THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DECREASED
BY THE PRINCIPAL PAYMENTS HEREON. ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE OF
THE CERTIFICATES, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE
DIFFERENT FROM THE DENOMINATION SHOWN BELOW. ANYONE ACQUIRING THIS CERTIFICATE
MAY ASCERTAIN ITS CERTIFICATE PRINCIPAL BALANCE BY INQUIRY OF THE TRUSTEE NAMED
HEREIN.

         THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER ANY STATE
SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT
THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY
IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND ONLY (1)
PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A") TO A PERSON THAT
THE HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE
MEANING OF RULE 144A (A "QIB"), PURCHASING FOR ITS OWN ACCOUNT OR A QIB
PURCHASING FOR THE ACCOUNT OF A QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE,
THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON
RULE 144A, (2) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144
UNDER THE SECURITIES ACT (IF AVAILABLE) OR (3) IN CERTIFICATED FORM TO AN
"INSTITUTIONAL ACCREDITED INVESTOR" WITHIN THE MEANING THEREOF IN RULE
501(A)(1), (2), (3) OR (7) OF REGULATION D UNDER THE ACT OR ANY ENTITY IN WHICH
ALL OF THE EQUITY OWNERS COME WITHIN SUCH PARAGRAPHS PURCHASING NOT FOR
DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, SUBJECT TO (A) THE RECEIPT BY
THE TRUSTEE OF A LETTER SUBSTANTIALLY IN THE FORM PROVIDED IN THE AGREEMENT AND
(B) THE RECEIPT BY THE TRUSTEE OF SUCH OTHER EVIDENCE ACCEPTABLE TO THE TRUSTEE
THAT SUCH REOFFER, RESALE, PLEDGE OR TRANSFER IS IN COMPLIANCE WITH THE
SECURITIES ACT AND OTHER APPLICABLE LAWS OR IN EACH CASE IN ACCORDANCE WITH ALL
APPLICABLE SECURITIES LAWS

<PAGE>


OF THE UNITED STATES AND ANY OTHER APPLICABLE JURISDICTION.

         NO TRANSFER OF THIS CERTIFICATE MAY BE MADE TO ANY PERSON, UNLESS THE
TRANSFEREE PROVIDES EITHER A CERTIFICATION PURSUANT TO SECTION 6.02(B) OF THE
AGREEMENT OR AN OPINION OF COUNSEL SATISFACTORY TO THE TRUSTEE THAT THE PURCHASE
AND HOLDING OF THIS CERTIFICATE IS PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT
CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF
THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE CODE AND WILL NOT SUBJECT THE TRUSTEE, THE DEPOSITOR OR THE
SERVICER TO ANY OBLIGATION OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN IN THE
AGREEMENT, ALL IN ACCORDANCE WITH SECTION 6.02(B) OF THE AGREEMENT.

<PAGE>


<TABLE>
<CAPTION>
<S>                                                        <C>
Certificate No. [__]                                       Percentage Interest: [_%]

Class P

                                                           Aggregate Initial Certificate Principal Balance of this
Date of Pooling and Servicing Agreement and                Certificate as of the Cut-off Date:
Cut-off Date: November 1, 2004                             $100

Trustee: JPMorgan Chase Bank, N.A.
First Distribution Date:                                   Denomination:
December 25, 2004                                          $[______________]

Assumed Final Distribution Date:
November 25, 2034                                          CUSIP:  [________________]
</TABLE>


                        MORTGAGE PASS-THROUGH CERTIFICATE
                                 SERIES 2004-AR3

         evidencing a fractional undivided interest in the distributions
         allocable to the Class P Certificates with respect to a Trust Fund
         consisting primarily of a pool of conventional one- to four-family
         adjustable interest rate mortgage loans sold by NOMURA ASSET ACCEPTANCE
         CORPORATION


         This Certificate is payable solely from the assets of the Trust Fund,
and does not represent an obligation of or interest in Nomura Asset Acceptance
Corporation ("NAAC") or the Trustee referred to below or any of their affiliates
or any other person. Neither this Certificate nor the underlying Mortgage Loans
are guaranteed or insured by any governmental entity or by NAAC or the Trustee
or any of their affiliates or any other person. None of NAAC, the Trustee or any
of their affiliates will have any obligation with respect to any certificate or
other obligation secured by or payable from payments on the Certificates.

         This certifies that Nomura Securities International, Inc. is the
registered owner of the Percentage Interest evidenced hereby in the beneficial
ownership interest of Certificates of the same Class as this Certificate in a
trust (the "Trust Fund"), generally consisting of conventional first lien,
adjustable rate mortgage loans secured by one- to four- family residences, units
in planned unit developments and individual condominium units (collectively, the
"Mortgage Loans") sold by NAAC. The Mortgage Loans were sold by Nomura Credit &
Capital, Inc. (the "Seller") to NAAC. The Trust Fund was created pursuant to the
Pooling and Servicing Agreement dated as of the Cut-off Date specified above
(the "Agreement"), among NAAC, as

<PAGE>


depositor (the "Depositor"), the Seller, as seller, GMAC Mortgage Corporation,
as servicer, and JPMorgan Chase Bank, N.A., as trustee (the "Trustee"), a
summary of certain of the pertinent provisions of which is set forth hereafter.
To the extent not defined herein, capitalized terms used herein shall have the
meaning ascribed to them in the Agreement. This Certificate is issued under and
is subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of its acceptance hereof
assents and by which such Holder is bound.

         Distributions on this Certificate will be made by the Trustee by check
mailed to the address of the Person entitled thereto as such name and address
shall appear on the Certificate Register or, if such Person so requests by
notifying the Trustee in writing as specified in the Agreement. Notwithstanding
the above, the final distribution on this Certificate will be made after due
notice by the Trustee of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency appointed
by the Trustee for that purpose and designated in such notice.

         No transfer of this Certificate shall be made unless the transfer is
made pursuant to an effective registration statement under the Securities Act of
1933, as amended (the "1933 Act"), and an effective registration or
qualification under applicable state securities laws, or is made in a
transaction that does not require such registration or qualification. In the
event that such a transfer of this Certificate is to be made without
registration or qualification, the Trustee shall require receipt of (i) if such
transfer is purportedly being made in reliance upon Rule 144A under the 1933
Act, written certifications from the Holder of the Certificate desiring to
effect the transfer, and from such Holder's prospective transferee,
substantially in the forms attached to the Agreement as Exhibit E and either F
or G, as applicable, and (ii) in all other cases, an Opinion of Counsel
satisfactory to it that such transfer may be made without such registration or
qualification (which Opinion of Counsel shall not be an expense of the Trust
Fund or of the Depositor or the Trustee in their respective capacities as such),
together with copies of the written certification(s) of the Holder of the
Certificate desiring to effect the transfer and/or such Holder's prospective
transferee upon which such Opinion of Counsel is based. Neither the Depositor
nor the Trustee is obligated to register or qualify the Class of Certificates
specified on the face hereof under the 1933 Act or any other securities law or
to take any action not otherwise required under the Agreement to permit the
transfer of such Certificates without registration or qualification. Any Holder
desiring to effect a transfer of this Certificate shall be required to indemnify
the Trustee, the Depositor and the Seller 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 this Certificate will be made unless the Trustee has
received either (i) an opinion of counsel acceptable to and in form and
substance satisfactory to the Trustee with respect to the permissibility of such
transfer under the Employee Retirement Income Security Act of 1974, as amended
("ERISA"), and Section 4975 of the Internal Revenue Code (the "Code") and
stating, among other things, that the transferee's acquisition of a Class P
Certificate will not constitute or result in a non-exempt prohibited transaction
under Section 406 of ERISA

<PAGE>


or Section 4975 of the Code and will not subject the Trustee, the Depositor or
the Servicer to any obligation or liability in addition to those undertaken in
the Agreement, all in accordance with Section 6.02(b) of the Agreement or (ii) a
representation letter, in the form as described by the Agreement, stating that
the transferee is not an employee benefit or other plan subject to the
prohibited transaction provisions of ERISA or Section 4975 of the Code (a
"Plan"), or any other person (including an investment manager, a named fiduciary
or a trustee of any Plan) acting, directly or indirectly, on behalf of or
purchasing any Certificate with "plan assets" of any Plan.

         This Certificate is one of a duly authorized issue of Certificates
designated as set forth on the face hereof (the "Certificates"). The
Certificates, in the aggregate, evidence the entire beneficial ownership
interest in the Trust Fund formed pursuant to the Agreement.

         The Certificateholder, by its acceptance of this Certificate, agrees
that it will look solely to the Trust Fund for payment hereunder and that the
Trustee is not liable to the Certificateholders for any amount payable under
this Certificate or the Agreement or, except as expressly provided in the
Agreement, subject to any liability under the Agreement.

         This Certificate does not purport to summarize the Agreement and
reference is made to the Agreement for the interests, rights and limitations of
rights, benefits, obligations and duties evidenced hereby, and the rights,
duties and immunities of the Trustee.

         The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor and the rights of the Certificateholders under the Agreement from time
to time by the parties thereto with the consent of the Holders of the Class or
Classes of Certificates affected thereby evidencing over 50% of the Voting
Rights of such Class or Classes. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in lieu hereof whether or not notation of such consent is made upon
this Certificate. The Agreement also permits the amendment thereof, in certain
limited circumstances, without the consent of the Holders of any of the
Certificates.

         As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable with the Trustee upon
surrender of this Certificate for registration of transfer at the offices or
agencies maintained by the Trustee for such purposes, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Trustee duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates in authorized
denominations representing a like aggregate Percentage Interest will be issued
to the designated transferee.

         The Certificates are issuable only as registered Certificates without
coupons in the Classes and denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth, this
Certificate is exchangeable for one or more new Certificates evidencing the same
Class and in the same aggregate Percentage Interest, as

<PAGE>


requested by the Holder surrendering the same.

         No service charge will be made to the Certificateholders for any such
registration of transfer, but the Trustee may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
therewith. The Depositor the Trustee and any agent of any of them may treat the
Person in whose name this Certificate is registered as the owner hereof for all
purposes, and none of the Depositor, the Trustee or any such agent shall be
affected by notice to the contrary.

         The obligations created by the Agreement and the Trust Fund created
thereby (other than the obligations to make payments to Certificateholders with
respect to the termination of the Agreement) shall terminate upon the earlier of
(i) the later of (A) the maturity or other liquidation (or Advance with respect
thereto) of the last Mortgage Loan remaining in the Trust Fund and disposition
of all property acquired upon foreclosure or deed in lieu of foreclosure of any
Mortgage Loan and (B) the remittance of all funds due under the Agreement, or
(ii) the optional repurchase by the party named in the Agreement of all the
Mortgage Loans and other assets of the Trust Fund in accordance with the terms
of the Agreement. Such optional repurchase may be made only on if on such
Distribution Date the aggregate Stated Principal Balance of the Mortgage Loans
is less than 10% of the aggregate Stated Principal Balance of the Mortgage Loans
at the Cut-off Date. The exercise of such right will effect the early retirement
of the Certificates. In no event, however, will the Trust Fund created by the
Agreement continue beyond the expiration of 21 years after the death of certain
persons identified in the Agreement.

         Unless this Certificate has been countersigned by an authorized
signatory of the Trustee by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement, or be valid for any purpose.

<PAGE>


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


Dated:  November __, 2004               JPMORGAN CHASE BANK, N.A.
                                        not in its individual capacity but
                                        solely as Trustee


                                        By:_____________________________________
                                                  Authorized Signatory


                          CERTIFICATE OF AUTHENTICATION
                          -----------------------------

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

                                        JPMORGAN CHASE BANK, N.A.
                                        Authorized signatory of JPMorgan Chase
                                        Bank, N.A., not in its individual
                                        capacity but solely as Trustee


                                        By:_____________________________________
                                                  Authorized Signatory

<PAGE>


                                   ASSIGNMENT
                                   ----------

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

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


Dated:                                  ________________________________________
                                        Signature by or on behalf of assignor


                                        ________________________________________
                                        Signature Guaranteed


                            DISTRIBUTION INSTRUCTIONS

         The assignee should include the following for purposes of distribution:

         Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________ for the account
of _________________________ account number _____________, or, if mailed by
check, to ______________________________. Applicable statements should be mailed
to _____________________________________________.

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

<PAGE>


                                   EXHIBIT A-5

                           FORM OF CLASS R CERTIFICATE


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

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

         NO TRANSFER OF THIS CERTIFICATE MAY BE MADE TO ANY PERSON, UNLESS THE
TRANSFEREE PROVIDES EITHER A CERTIFICATION PURSUANT TO SECTION 6.02(B) OF THE
AGREEMENT OR AN OPINION OF COUNSEL SATISFACTORY TO THE TRUSTEE AND THAT THE
PURCHASE AND HOLDING OF THIS CERTIFICATE IS PERMISSIBLE UNDER APPLICABLE LAW,
WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER
SECTION 406 OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
("ERISA"), OR SECTION 4975 OF THE CODE AND WILL NOT SUBJECT THE TRUSTEE, THE
DEPOSITOR OR THE SERVICER TO ANY OBLIGATION OR LIABILITY IN ADDITION TO THOSE
UNDERTAKEN IN THE AGREEMENT, ALL IN ACCORDANCE WITH SECTION 6.02(B) OF THE
AGREEMENT.

         ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE
MADE ONLY IF THE PROPOSED TRANSFEREE PROVIDES A TRANSFER AFFIDAVIT TO THE
TRUSTEE THAT (1) SUCH TRANSFEREE IS NOT (A) THE UNITED STATES, ANY STATE OR
POLITICAL SUBDIVISION THEREOF, ANY POSSESSION OF THE UNITED STATES, OR ANY
AGENCY OR INSTRUMENTALITY OF ANY OF THE FOREGOING (OTHER THAN AN INSTRUMENTALITY
WHICH IS A CORPORATION IF ALL OF ITS ACTIVITIES ARE SUBJECT TO TAX AND EXCEPT
FOR FREDDIE MAC, A MAJORITY OF ITS BOARD OF DIRECTORS IS NOT SELECTED BY SUCH
GOVERNMENTAL UNIT), (B) A FOREIGN GOVERNMENT, ANY INTERNATIONAL ORGANIZATION, OR
ANY AGENCY OR INSTRUMENTALITY OF EITHER OF THE FOREGOING, (C) ANY ORGANIZATION
(OTHER THAN CERTAIN FARMERS' COOPERATIVES DESCRIBED IN SECTION 521 OF THE CODE)
WHICH IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE UNLESS SUCH
ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE CODE (INCLUDING

<PAGE>


THE TAX IMPOSED BY SECTION 511 OF THE CODE ON UNRELATED BUSINESS TAXABLE
INCOME), (D) RURAL ELECTRIC AND TELEPHONE COOPERATIVES DESCRIBED IN SECTION
1381(A)(2)(C) OF THE CODE, (E) AN ELECTING LARGE PARTNERSHIP UNDER SECTION
775(A) OF THE CODE (ANY SUCH PERSON DESCRIBED IN THE FOREGOING CLAUSES (A), (B),
(C), (D) OR (E) BEING HEREIN REFERRED TO AS A "DISQUALIFIED ORGANIZATION"), OR
(F) AN AGENT OF A DISQUALIFIED ORGANIZATION, (2) NO PURPOSE OF SUCH TRANSFER IS
TO IMPEDE THE ASSESSMENT OR COLLECTION OF TAX AND (3) SUCH TRANSFEREE SATISFIES
CERTAIN ADDITIONAL CONDITIONS RELATING TO THE FINANCIAL CONDITION OF THE
PROPOSED TRANSFEREE. NOTWITHSTANDING THE REGISTRATION IN THE CERTIFICATE
REGISTER OR ANY TRANSFER, SALE OR OTHER DISPOSITION OF THIS CERTIFICATE TO A
DISQUALIFIED ORGANIZATION OR AN AGENT OF A DISQUALIFIED ORGANIZATION, SUCH
REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND
SUCH PERSON SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER FOR ANY PURPOSE
HEREUNDER, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS
CERTIFICATE. EACH HOLDER OF THIS CERTIFICATE BY ACCEPTANCE OF THIS CERTIFICATE
SHALL BE DEEMED TO HAVE CONSENTED TO THE PROVISIONS OF THIS PARAGRAPH.

<PAGE>


<TABLE>
<CAPTION>
<S>                                                        <C>
Certificate No. [__]

Class R                                                    Percentage Interest: [__]

                                                           Initial Certificate Principal Balance of this
Date of Pooling and Servicing Agreement                    Certificate as of the Cut-off Date:
and Cut-off Date: November 1, 2004                         $[______________]

                                                           Initial Certificate Notional Balance of this
First Distribution Date:                                   Certificate as of the Cut-off Date:
December 25, 2004                                          $[______________]

Trustee: JPMorgan Chase Bank, N.A.                         CUSIP:  [_______________]

Assumed Final Distribution Date:
November 25, 2034
</TABLE>


                        MORTGAGE PASS-THROUGH CERTIFICATE
                                 SERIES 2004-AR3

         evidencing a fractional undivided interest in the distributions
         allocable to the Class R-[I][II] Certificates with respect to a Trust
         Fund consisting primarily of a pool of conventional one- to four-family
         adjustable interest rate mortgage loans sold by NOMURA ASSET ACCEPTANCE
         CORPORATION.


         This Certificate is payable solely from the assets of the Trust Fund,
and does not represent an obligation of or interest in Nomura Asset Acceptance
Corporation ("NAAC") or the Trustee referred to below or any of their affiliates
or any other person. Neither this Certificate nor the underlying Mortgage Loans
are guaranteed or insured by any governmental entity or by NAAC or the Trustee
or any of their affiliates or any other person. None of NAAC, the Trustee or any
of their affiliates will have any obligation with respect to any certificate or
other obligation secured by or payable from payments on the Certificates.

         This certifies that Nomura Securities International, Inc. is the
registered owner of the Percentage Interest evidenced hereby in the beneficial
ownership interest of Certificates of the same Class as this Certificate in a
trust (the "Trust Fund"), generally consisting of conventional first lien,
adjustable rate mortgage loans secured by one- to four- family residences, units
in planned unit developments and individual condominium units (collectively, the
"Mortgage Loans") sold by NAAC. The Mortgage Loans were sold by Nomura Credit &
Capital, Inc. (the "Seller") to NAAC. The Trust Fund was created pursuant to the
Pooling and Servicing

<PAGE>


Agreement dated as of the Cut-off Date specified above (the "Agreement"), among
NAAC, as depositor (the "Depositor"), the Seller, as seller, GMAC Mortgage
Corporation, as servicer, and JPMorgan Chase Bank, N.A., as trustee (the
"Trustee"), a summary of certain of the pertinent provisions of which is set
forth hereafter. To the extent not defined herein, capitalized terms used herein
shall have the meaning ascribed to them in the Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of its
acceptance hereof assents and by which such Holder is bound.

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

         The Trustee will distribute on the 25th day of each month, or, if such
25th day is not a Business Day, the immediately following Business Day (each, a
"Distribution Date"), commencing on the First Distribution Date specified above,
to the Person in whose name this Certificate is registered at the close of
business on the last day (or if such last day is not a Business Day, the
Business Day immediately preceding such last day) of the calendar month
immediately preceding the month in which the Distribution Date occurs, an amount
equal to the product of the Percentage Interest evidenced by this Certificate
and the amounts required to be distributed to the Holders of Certificates of the
same Class as this Certificate. The Assumed Final Distribution Date is the
Distribution Date in the month following the latest scheduled maturity date of
any Mortgage Loan.

         Distributions on this Certificate will be made by the Trustee by check
mailed to the address of the Person entitled thereto as such name and address
shall appear on the Certificate Register or, if such Person so requests by
notifying the Trustee in writing as specified in the Agreement. Notwithstanding
the above, the final distribution on this Certificate will be made after due
notice by the Trustee of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency appointed
by the Trustee for that purpose and designated in such notice.

         No transfer of this Class R Certificate will be made unless the Trustee
has

<PAGE>


received either (i) an opinion of counsel acceptable to and in form and
substance satisfactory to the Trustee with respect to the permissibility of such
transfer under the Employee Retirement Income Security Act of 1974, as amended
("ERISA"), and Section 4975 of the Internal Revenue Code (the "Code") and
stating, among other things, that the transferee's acquisition and holding of a
Class R-[I][II] Certificate is permissible under applicable law, will not
constitute or result in a non-exempt prohibited transaction under Section 406 of
ERISA or Section 4975 of the Code and will not subject the Trustee, the
Depositor or the Servicer to any obligation or liability in addition to those
undertaken in the Agreement, all in accordance with Section 6.02(b) of the
Agreement or (ii) a representation letter, in the form as described by the
Agreement, stating that the transferee is not an employee benefit or other plan
subject to the prohibited transaction provisions of ERISA or Section 4975 of the
Code (a "Plan"), or any other person (including an investment manager, a named
fiduciary or a trustee of any Plan) acting, directly or indirectly, on behalf of
or purchasing any Certificate with "plan assets" of any Plan.

         This Certificate is one of a duly authorized issue of Certificates
designated as set forth on the face hereof (the "Certificates"). The
Certificates, in the aggregate, evidence the entire beneficial ownership
interest in the Trust Fund formed pursuant to the Agreement.

         The Certificateholder, by its acceptance of this Certificate, agrees
that it will look solely to the Trust Fund for payment hereunder and that the
Trustee is not liable to the Certificateholders for any amount payable under
this Certificate or the Agreement or, except as expressly provided in the
Agreement, subject to any liability under the Agreement.

         This Certificate does not purport to summarize the Agreement and
reference is made to the Agreement for the interests, rights and limitations of
rights, benefits, obligations and duties evidenced hereby, and the rights,
duties and immunities of the Trustee.

         The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor and the rights of the Certificateholders under the Agreement from time
to time by the parties thereto with the consent of the Holders of the Class or
Classes of Certificates affected thereby evidencing over 50% of the Voting
Rights of such Class or Classes. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in lieu hereof whether or not notation of such consent is made upon
this Certificate. The Agreement also permits the amendment thereof, in certain
limited circumstances, without the consent of the Holders of any of the
Certificates.

         As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable with the Trustee upon
surrender of this Certificate for registration of transfer at the offices or
agencies maintained by the Trustee for such purposes, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Trustee duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates in authorized
denominations representing a like

<PAGE>


aggregate Percentage Interest will be issued to the designated transferee.

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

         No service charge will be made to the Certificateholders for any such
registration of transfer, but the Trustee may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
therewith. The Depositor, the Trustee and any agent of any of them may treat the
Person in whose name this Certificate is registered as the owner hereof for all
purposes, and none of Depositor, the Trustee or any such agent shall be affected
by notice to the contrary.

         The obligations created by the Agreement and the Trust Fund created
thereby (other than the obligations to make payments to Certificateholders with
respect to the termination of the Agreement) shall terminate upon the earlier of
(i) the later of (A) the maturity or other liquidation (or Advance with respect
thereto) of the last Mortgage Loan remaining in the Trust Fund and disposition
of all property acquired upon foreclosure or deed in lieu of foreclosure of any
Mortgage Loan and (B) the remittance of all funds due under the Agreement, or
(ii) the optional repurchase by the party named in the Agreement of all the
Mortgage Loans and other assets of the Trust Fund in accordance with the terms
of the Agreement. Such optional repurchase may be made only if on such
Distribution Date the aggregate Stated Principal Balance of the Mortgage Loans
is less than 10% of the aggregate Stated Principal Balance of the Mortgage Loans
at the Cut-off Date. The exercise of such right will effect the early retirement
of the Certificates. In no event, however, will the Trust Fund created by the
Agreement continue beyond the expiration of 21 years after the death of certain
persons identified in the Agreement.

         Unless this Certificate has been countersigned by an authorized
signatory of the Trustee by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement, or be valid for any purpose.

<PAGE>


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


Dated:  November __, 2004               JPMORGAN CHASE BANK, N.A.
                                        not in its individual capacity but
                                        solely as Trustee


                                        By:_____________________________________
                                                  Authorized Signatory


                          CERTIFICATE OF AUTHENTICATION
                          -----------------------------

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

                                        JPMORGAN CHASE BANK, N.A.
                                        Authorized signatory of JPMorgan Chase
                                        Bank, N.A., not in its individual
                                        capacity but solely as Trustee


                                        By:_____________________________________
                                                  Authorized Signatory


<PAGE>


                                   ASSIGNMENT
                                   ----------

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

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


Dated:                                  ________________________________________
                                        Signature by or on behalf of assignor


                                        ________________________________________
                                        Signature Guaranteed


                            DISTRIBUTION INSTRUCTIONS

         The assignee should include the following for purposes of distribution:

         Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________ for the account
of _________________________ account number _____________, or, if mailed by
check, to ______________________________. Applicable statements should be mailed
to _____________________________________________.

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

<PAGE>


EXHIBIT B


                             MORTGAGE LOAN SCHEDULE
                             ----------------------

         The Preliminary and Final Mortgage Loan Schedules shall set forth the
following information with respect to each Mortgage Loan:

         (a) the loan number;

         (b) the Mortgage Rate in effect as of the Cut-off Date;

         (c) the Servicing Fee Rate;

         (d) the Net Mortgage Rate in effect as of the Cut-off Date;

         (e) the maturity date;

         (f) the original principal balance;

         (g) the Cut-off Date Principal Balance;

         (h) the original term;

         (i) the remaining term;

         (j) the property type;

         (k) the MIN with respect to each Mortgage Loan; and

         (l) the applicable Servicer.

<PAGE>


                                                                     EXHIBIT C-1


                          FORM OF INITIAL CERTIFICATION


Nomura Asset Acceptance Corporation         JPMorgan Chase Bank, N.A.
2 World Financial Center, Building B        4 New York Plaza, 6th Floor
New York, New York 10281                    New York, New York  10004
                                            Attention: ITS Structured Finance
                                            Services,
                                            Nomura Asset Acceptance Corp.
                                            2004-AR3


         Re:      Pooling and Servicing Agreement, dated as of November 1, 2004,
                  among Nomura Asset Acceptance Corporation, as depositor,
                  Nomura Credit & Capital, Inc., as seller, GMAC Mortgage
                  Corporation, as servicer, and JPMorgan Chase Bank, N.A., as
                  trustee, ISSUING MORTGAGE-PASS THROUGH CERTIFICATES, SERIES
                  2004-AR3

Ladies and Gentlemen:

         In accordance with Section 2.02(a) of the above-captioned Pooling and
Servicing Agreement, the undersigned, hereby certifies that, except as otherwise
noted on the attached exception report, that as to each Mortgage Loan listed on
the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or listed
on the attachment hereto) it has reviewed the Mortgage File and the Mortgage
Loan Schedule and has determined that: (i) all documents required to be included
in the Mortgage File pursuant to the Pooling and Servicing Agreement are in its
possession; (ii) such documents have been reviewed by it and appear regular on
their face, have, where applicable, been executed and relate to such Mortgage
Loan; and (iii) based on examination by it, and only as to such documents, the
information set forth in the Mortgage Loan Schedule as to Mortgagor Name,
original principal balance and loan number respecting such Mortgage Loan is
correct and accurately reflects the information in the Mortgage Loan File.

         The undersigned 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 undersigned makes no
representation that any documents specified in subclauses (iv) and (vi) of the
third paragraph of Section 2.01 should be included in any Mortgage File. The
undersigned makes no representations as to: (i) the validity, legality,
enforceability, recordability, sufficiency, due authorization 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 collectability,
insurability, effectiveness or suitability of any such Mortgage Loan.


                                     C-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.


                                        JPMORGAN CHASE BANK, N.A.,
                                        as Custodian


                                        By:_____________________________________
                                        Name:
                                        Title:










                                     C-1-2
<PAGE>

                                                                     Exhibit C-2


                          FORM OF INTERIM CERTIFICATION


Nomura Asset Acceptance Corporation         JPMorgan Chase Bank, N.A.
2 World Financial Center, Building B        4 New York Plaza, 6th Floor
New York, New York 10281                    New York, New York  10004
                                            Attention: ITS Structured Finance
                                            Services,
                                            Nomura Asset Acceptance Corp.
                                            2004-AR3


         Re:      Pooling and Servicing Agreement, dated as of November 1, 2004,
                  among Nomura Asset Acceptance Corporation, as depositor,
                  Nomura Credit & Capital, Inc., as seller, GMAC Mortgage
                  Corporation, as servicer, and JPMorgan Chase Bank, N.A., as
                  trustee, ISSUING MORTGAGE-PASS THROUGH CERTIFICATES, SERIES
                  2004-AR3

Ladies and Gentlemen:

         In accordance with Section 2.02(a) of the above-captioned Pooling and
Servicing Agreement, the undersigned, hereby certifies that, except as otherwise
noted on the attached exception report, that as to each Mortgage Loan listed on
the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or listed
on the attachment hereto) it has reviewed the Mortgage File and the Mortgage
Loan Schedule and has determined that: (i) all documents required to be included
in the Mortgage File pursuant to the Pooling and Servicing Agreement are in its
possession; (ii) such documents have been reviewed by it and appear regular on
their face, have, where applicable, been executed and relate to such Mortgage
Loan; and (iii) based on examination by it, and only as to such documents, the
information set forth in the Mortgage Loan Schedule as to Mortgagor Name,
original principal balance and loan number respecting such Mortgage Loan is
correct and accurately reflects the information in the Mortgage Loan File.

         The undersigned 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 undersigned makes no
representation that any documents specified in subclauses (iv) and (vi) of the
third paragraph of Section 2.01 should be included in any Mortgage File. The
undersigned makes no representations as to: (i) the validity, legality,
enforceability, recordabililty, sufficiency, due authorization 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 collectability,
insurability, effectiveness or suitability of any such Mortgage Loan.


                                     C-2-1
<PAGE>


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

                                        JPMORGAN CHASE BANK, N.A.,
                                        as Custodian


                                        By:_____________________________________
                                        Name:
                                        Title:










                                     C-2-2
<PAGE>


                                                                     EXHIBIT C-3


                           FORM OF FINAL CERTIFICATION


Nomura Asset Acceptance Corporation         JPMorgan Chase Bank, N.A.
2 World Financial Center, Building B        4 New York Plaza, 6th Floor
New York, New York 10281                    New York, New York 10004
                                            Attention: ITS Structured Finance
                                            Services,
                                            Nomura Asset Acceptance Corp.
                                            2004-AR3


         Re:      Pooling and Servicing Agreement, dated as of November 1, 2004,
                  among Nomura Asset Acceptance Corporation, as depositor,
                  Nomura Credit & Capital, Inc., as seller, GMAC Mortgage
                  Corporation, as servicer, and JPMorgan Chase Bank, N.A., as
                  trustee, ISSUING MORTGAGE-PASS THROUGH CERTIFICATES, SERIES
                  2004-AR3

Ladies and Gentlemen:

         In accordance with Section 2.02(b) of the above-captioned Pooling and
Servicing Agreement, the undersigned, hereby certifies that, except as otherwise
noted on the attached exception report, that as to each Mortgage Loan listed on
the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or listed
on the attachment hereto) it has received the documents set forth in Section
2.01 of the Agreement and has determined that (i) all documents required to be
included in the Mortgage File pursuant to the Pooling and Servicing Agreement
are in its possession; (ii) such documents have been reviewed by it and appear
regular on their face, have, where applicable, been executed and relate to such
Mortgage Loan; and (iii) based on examination by it, and only as to such
documents, the information set forth in the Mortgage Loan Schedule as to
Mortgagor name, original principal balance and loan number respecting such
Mortgage Loan is correct and accurately reflects the information in the Mortgage
Loan File.

         The undersigned 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 undersigned makes no
representation that any documents specified in subclauses (iv) and (vi) of the
third paragraph of Section 2.01 of the Agreement should be included in any
Mortgage File. The undersigned makes no representations as to: (i) the validity,
legality, enforceability, recordability, sufficiency, due authorization 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
collectability, insurability, effectiveness or suitability of any such Mortgage
Loan.


                                     C-3-1
<PAGE>


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


                                        JPMORGAN CHASE BANK, N.A.,
                                        as Custodian


                                        By:_____________________________________
                                        Name:
                                        Title:










                                     C-3-2
<PAGE>


                                                                       EXHIBIT D

                           FORM OF TRANSFER AFFIDAVIT


                                    Affidavit pursuant to Section 860E(e)(4) of
                                    the Internal Revenue Code of 1986, as
                                    amended, and for other purposes


STATE OF          )
                  )ss:
COUNTY OF         )


         [NAME OF OFFICER], being first duly sworn, deposes and says:

         1.       That he/she is [Title of Officer] of [Name of Investor] (the
"Investor"), a [savings institution] [corporation] duly organized and existing
under the laws of [the State of _____] [the United States], on behalf of which
he makes this affidavit.

         2.       That (i) the Investor is not a "disqualified organization" as
defined in Section 860E(e)(5) of the Internal Revenue Code of 1986, as amended
(the "Code"), and will not be a disqualified organization as of [Closing Date]
[date of purchase]; (ii) it is not acquiring the Nomura Asset Acceptance
Corporation Alternative Loan Trust, Mortgage Pass Through Certificates, Series
2004-AR3, Class R Certificates (the "Residual Certificates") for the account of
a disqualified organization; (iii) it consents to any amendment of the Pooling
and Servicing Agreement that shall be deemed necessary by Nomura Asset
Acceptance Corporation (upon advice of counsel) to constitute a reasonable
arrangement to ensure that the Residual Certificates will not be owned directly
or indirectly by a disqualified organization; and (iv) it will not transfer such
Residual Certificates unless (a) it has received from the transferee an
affidavit in substantially the same form as this affidavit containing these same
four representations and (b) as of the time of the transfer, it does not have
actual knowledge that such affidavit is false.

         3.       That the Investor is one of the following: (i) a citizen or
resident of the United States, (ii) a corporation or partnership (including an
entity treated as a corporation or partnership for federal income tax purposes)
created or organized in, or under the laws of, the United States or any state
thereof or the District of Columbia (except, in the case of a partnership, to
the extent provided in regulations), provided that no partnership or other
entity treated as a partnership for United States federal income tax purposes
shall be treated as a United States Person unless all persons that own an
interest in such partnership either directly or through any entity that is not a
corporation for United States federal income tax purposes are United States
Persons, (iii) an estate whose income is subject to United States federal income
tax regardless of its source, or (iv) a trust other than a "foreign trust," as
defined in Section 7701 (a)(31) of the Code.

         4.       That the Investor's taxpayer identification number is
______________________.


                                      D-1
<PAGE>


         5.       That no purpose of the acquisition of the Residual
Certificates is to avoid or impede the assessment or collection of tax.

         6.       That the Investor understands that, as the holder of the
Residual Certificates, the Investor may incur tax liabilities in excess of any
cash flows generated by such Residual Certificates.

         7.       That the Investor intends to pay taxes associated with holding
the Residual Certificates as they become due.

         IN WITNESS WHEREOF, the Investor has caused this instrument to be
executed on its behalf, pursuant to authority of its Board of Directors, by its
[Title of Officer] this ____ day of _________, 20__.


                                        [NAME OF INVESTOR]


                                        By:_____________________________________
                                        [Name of Officer]
                                        [Title of Officer]
                                        [Address of Investor for receipt of
                                        distributions]

                                        Address of Investor for receipt of tax
                                        information:










                                      D-2
<PAGE>


         Personally appeared before me the above-named [Name of Officer], known
or proved to me to be the same person who executed the foregoing instrument and
to be the [Title of Officer] of the Investor, and acknowledged to me that he/she
executed the same as his/her free act and deed and the free act and deed of the
Investor.

         Subscribed and sworn before me this ___ day of _________, 20___.

NOTARY PUBLIC

COUNTY OF

STATE OF


My commission expires the ___ day of ___________________, 20___.










                                      D-3
<PAGE>


                                                                       EXHIBIT E

                         FORM OF TRANSFEROR CERTIFICATE


                              ______________, 2004


Nomura Asset Acceptance Corporation
2 World Financial Center, Building B
New York, New York 10281

JPMorgan Chase Bank, N.A.
Institutional Trust Services
4 New York Plaza, 6th Floor
New York, New York 10004-2477
Attention: Nomura Asset Acceptance
Corporation, Alternative Loan Trust, Series 2004-AR3


         Re:      Nomura Asset Acceptance Corporation MORTGAGE PASS-THROUGH
                  CERTIFICATES, SERIES 2004-AR3, CLASS__

Ladies and Gentlemen:

         In connection with the sale by ___________ (the "Seller") to ________
(the "Purchaser") of $_________ Initial Certificate Principal Balance of
Mortgage Pass-Through Certificates, Series 2004-AR3, Class _____ (the
"Certificates"), issued pursuant to the Pooling and Servicing Agreement (the
"Pooling and Servicing Agreement"), dated as of November 1, 2004, among Nomura
Asset Acceptance Corporation, as depositor (the "Depositor"), Nomura Credit &
Capital, Inc., as seller, GMAC Mortgage Corporation, as servicer, and JPMorgan
Chase Bank, N.A., as trustee (the "Trustee"). The Seller hereby certifies,
represents and warrants to, a covenants with, the Depositor and the Trustee
that:

         Neither the Seller nor anyone acting on its behalf has (a) offered,
pledged, sold, disposed of or otherwise transferred any Certificate, any
interest in any Certificate or any other similar security to any person in any
manner, (b) has solicited any offer to buy or to accept a pledge, disposition or
other transfer of any Certificate, any interest in any Certificate or any other
similar security from any person in any manner, (c) has otherwise approached or
negotiated with respect to any Certificate, any interest in any Certificate or
any other similar security with any person in any manner, (d) has made any
general solicitation by means of general advertising or in any other manner, or
(e) has taken any other action, that (as to any of (a) through (e) above) would
constitute a distribution of the Certificates under the Securities Act of 1933
(the "Act"), that would render the disposition of any Certificate a violation of
Section 5 of the Act or any state securities law, or that would require
registration or qualification pursuant thereto. The Seller will not act in any
manner set forth in the foregoing sentence with respect to any Certificate. The
Seller has not and will not sell or otherwise transfer any of the Certificates,
except in compliance with the provisions of the Pooling and Servicing Agreement.


                                      E-1
<PAGE>


                                        Very truly yours,


                                        ________________________________________
                                        (Seller)


                                        By:_____________________________________

                                        Name:___________________________________

                                        Title:__________________________________










                                      E-2
<PAGE>


                                                                       EXHIBIT F

             FORM OF INVESTOR REPRESENTATION LETTER (NON-RULE 144A)

                                ___________,2004


Nomura Asset Acceptance Corporation
2 World Financial Center
New York, New York 10281

JPMorgan Chase Bank, N.A.
Institutional Trust Services
4 New York Plaza, 6th Floor
New York, New York 10004
Attention: Nomura Asset Acceptance Corporation,
Alternative Loan Trust, 2004-AR3


         Re:      Nomura Asset Acceptance Corporation, Alternative Loan Trust,
                  MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2004-AR3

Ladies and Gentlemen:

         _______________ (the "Purchaser") intends to purchase from ____________
(the "Seller") $_________ Initial Certificate Principal Balance of Mortgage
Pass-Through Certificates, Series 2004-AR3, Class _____ (the "Certificates"),
issued pursuant to the Pooling and Servicing Agreement (the "Pooling and
Servicing Agreement"), dated as of November 1, 2004, among Nomura Asset
Acceptance Corporation, as depositor (the "Depositor"), Nomura Credit & Capital,
Inc., as seller, GMAC Mortgage Corporation, as servicer, and JPMorgan Chase
Bank, N.A., as trustee (the "Trustee"). All terms used herein and not otherwise
defined shall have the meanings set forth in the Pooling and Servicing
Agreement. The Purchaser hereby certifies, represents and warrants to, and
covenants with, the Depositor and the Trustee that:

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

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


                                      F-1
<PAGE>


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

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

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


                                      F-2
<PAGE>


                                        Very truly yours,


                                        ________________________________________
                                        (Purchaser)


                                        By:_____________________________________

                                        Name:___________________________________

                                        Title:__________________________________










                                      F-3
<PAGE>


                                                                      EXHIBIT G

                       FORM OF RULE 144A INVESTMENT LETTER

                                                                          [Date]


Nomura Credit & Capital, Inc.
2 World Financial Center, Building B
New York, New York 10281

Nomura Asset Acceptance Corporation
2 World Financial Center
New York, New York 10281

JPMorgan Chase Bank, N.A.
Institutional Trust Services
4 New York Plaza, 6th Floor
New York, New York 10004


         Re:      Nomura Asset Acceptance Corporation, Alternative Loan Trust,
                  Mortgage Pass-Through Certificates, Series 2004-AR3 (the
                  "Certificates"), including the Class CERTIFICATES (THE
                  "PRIVATE CERTIFICATES")

Dear Ladies and Gentlemen:

         In connection with our purchase of Private Certificates, we confirm
that:

                  (i)      we understand that the Private Certificates are not
                           being registered under the Securities Act of 1933, as
                           amended (the "Act") or any applicable state
                           securities or "Blue Sky" laws, and are being sold to
                           us in a transaction that is exempt from the
                           registration requirements of such laws;

                  (ii)     any information we desired concerning the
                           Certificates, including the Private Certificates, the
                           trust in which the Certificates represent the entire
                           beneficial ownership interest (the "Trust") or any
                           other matter we deemed relevant to our decision to
                           purchase Private Certificates has been made available
                           to us;

                  (iii)    we are able to bear the economic risk of investment
                           in Private Certificates; we are an institutional
                           "accredited investor" as defined in Section 501(a) of
                           Regulation D promulgated under the Act and a
                           sophisticated institutional investor and we agree to
                           obtain a representation from any transferee that such
                           transferee is an institutional "accredited investor"
                           so long as we are required to obtain a representation
                           letter regarding compliance with the Act;


                                      G-1
<PAGE>


                  (iv)     we are acquiring Private Certificates for our own
                           account, not as nominee for any other person, and not
                           with a present view to any distribution or other
                           disposition of the Private Certificates;

                  (v)      we agree the Private Certificates must be held
                           indefinitely by us (and may not be sold, pledged,
                           hypothecated or in any way disposed of) unless
                           subsequently registered under the Act and any
                           applicable state securities or "Blue Sky" laws or an
                           exemption from the registration requirements of the
                           Act and any applicable state securities or "Blue Sky"
                           laws is available;

                  (vi)     we agree that in the event that at some future time
                           we wish to dispose of or exchange any of the Private
                           Certificates (such disposition or exchange not being
                           currently foreseen or contemplated), we will not
                           transfer or exchange any of the Private Certificates
                           unless:

                           (A) (1) the sale is to an Eligible Purchaser (as
                           defined below), (2) if required by the Pooling and
                           Servicing Agreement (as defined below) a letter to
                           substantially the same effect as either this letter
                           or, if the Eligible Purchaser is a Qualified
                           Institutional Buyer as defined under Rule 144A of the
                           Act, the Rule 144A and Related Matters Certificate in
                           the form attached to the Pooling and Servicing
                           Agreement (as defined below) (or such other
                           documentation as may be acceptable to the Trustee) is
                           executed promptly by the purchaser and delivered to
                           the addressees hereof and (3) all offers or
                           solicitations in connection with the sale, whether
                           directly or through any agent acting on our behalf,
                           are limited only to Eligible Purchasers and are not
                           made by means of any form of general solicitation or
                           general advertising whatsoever; and

                           (B) if the Private Certificate is not registered
                           under the Act (as to which we acknowledge you have no
                           obligation), the Private Certificate is sold in a
                           transaction that does not require registration under
                           the Act and any applicable state securities or "blue
                           sky" laws and, if JPMorgan Chase Bank, N.A. (the
                           "Trustee") so requests, a satisfactory Opinion of
                           Counsel is furnished to such effect, which Opinion of
                           Counsel shall be an expense of the transferor or the
                           transferee;

                  (vii)    we agree to be bound by all of the terms (including
                           those relating to restrictions on transfer) of the
                           Pooling and Servicing, pursuant to which the Trust
                           was formed; we have reviewed carefully and understand
                           the terms of the Pooling and Servicing Agreement;

                  (viii)   we either: (i) are not acquiring the Privately
                           Offered Certificate directly or indirectly by, or on
                           behalf of, an employee benefit plan or other
                           retirement arrangement which is subject to Title I of
                           the Employee Retirement Income Security Act of 1974,
                           as amended, and/or section 4975 of the


                                      G-2
<PAGE>


                           Internal Revenue Code of 1986, as amended, or (ii)
                           are providing the opinion of counsel specified in
                           Section 6.02(b) of the Agreement.

                  (ix)     we understand that each of the Class ___ Certificates
                           bears, and will continue to bear, legends
                           substantially to the following effect: "THIS
                           CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED
                           UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
                           "SECURITIES ACT"), OR UNDER ANY STATE SECURITIES
                           LAWS. THE HOLDER HEREOF, BY PURCHASING THIS
                           CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE
                           REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED
                           ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER
                           APPLICABLE LAWS AND ONLY (1) PURSUANT TO RULE 144A
                           UNDER THE SECURITIES ACT ("RULE 144A") TO A PERSON
                           THAT THE HOLDER REASONABLY BELIEVES IS A QUALIFIED
                           INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A
                           (A "QIB"), PURCHASING FOR ITS OWN ACCOUNT OR A QIB
                           PURCHASING FOR THE ACCOUNT OF A QIB, WHOM THE HOLDER
                           HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE,
                           PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON
                           RULE 144A, (2) PURSUANT TO AN EXEMPTION FROM
                           REGISTRATION PROVIDED BY RULE 144 UNDER THE
                           SECURITIES ACT (IF AVAILABLE) OR (3) IN CERTIFICATED
                           FORM TO AN "INSTITUTIONAL ACCREDITED INVESTOR" WITHIN
                           THE MEANING THEREOF IN RULE 501(a)(1), (2), (3) or
                           (7) OF REGULATION D UNDER THE ACT OR ANY ENTITY IN
                           WHICH ALL OF THE EQUITY OWNERS COME WITHIN SUCH
                           PARAGRAPHS PURCHASING NOT FOR DISTRIBUTION IN
                           VIOLATION OF THE SECURITIES ACT, SUBJECT TO (A) THE
                           RECEIPT BY THE TRUSTEE OF A LETTER SUBSTANTIALLY IN
                           THE FORM PROVIDED IN THE AGREEMENT AND (B) THE
                           RECEIPT BY THE TRUSTEE OF SUCH OTHER EVIDENCE
                           ACCEPTABLE TO THE TRUSTEE THAT SUCH REOFFER, RESALE,
                           PLEDGE OR TRANSFER IS IN COMPLIANCE WITH THE
                           SECURITIES ACT AND OTHER APPLICABLE LAWS OR IN EACH
                           CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES
                           LAWS OF THE UNITED STATES AND ANY OTHER APPLICABLE
                           JURISDICTION.

                           NO TRANSFER OF THIS CERTIFICATE MAY BE MADE TO ANY
                           PERSON, UNLESS THE TRANSFEREE PROVIDES EITHER A
                           CERTIFICATION PURSUANT TO SECTION 6.02(b) OF THE
                           AGREEMENT OR AN OPINION OF COUNSEL SATISFACTORY TO
                           THE TRUSTEE THAT THE PURCHASE AND HOLDING OF THIS
                           CERTIFICATE IS PERMISSIBLE UNDER APPLICABLE LAW, WILL
                           NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED


                                      G-3
<PAGE>


                           TRANSACTION UNDER SECTION 406 OF THE EMPLOYEE
                           RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
                           ("ERISA"), OR SECTION 4975 OF THE CODE AND WILL NOT
                           SUBJECT THE TRUSTEE, THE DEPOSITOR OR THE SERVICER TO
                           ANY OBLIGATION OR LIABILITY IN ADDITION TO THOSE
                           UNDERTAKEN IN THE AGREEMENT, ALL IN ACCORDANCE WITH
                           SECTION 6.02(b) OF THE AGREEMENT.

         "ELIGIBLE PURCHASER" means a corporation, partnership or other entity
which we have reasonable grounds to believe and do believe (i) can make
representations with respect to itself to substantially the same effect as the
representations set forth herein, and (ii) is either a Qualified Institutional
Buyer as defined under Rule 144A of the Act or an institutional "Accredited
Investor" as defined under Rule 501 of the Act.

         Terms not otherwise defined herein shall have the meanings assigned to
them in the Pooling and Servicing Agreement, dated as of November 1, 2004,
between Nomura Asset Acceptance Corporation, as depositor, Nomura Credit &
Capital, Inc., as seller, GMAC Mortgage Corporation, as servicer, and JPMorgan
Chase Bank, N.A., as Trustee (the "Pooling and Servicing Agreement').

         If the Purchaser proposes that its Certificates be registered in the
name of a nominee on its behalf, the Purchaser has identified such nominee
below, and has caused such nominee to complete the Nominee Acknowledgment at the
end of this letter.

Name of Nominee (if any):










                                      G-4
<PAGE>


         IN WITNESS WHEREOF, this document has been executed by the undersigned
who is duly authorized to do so on behalf of the undersigned Eligible Purchaser
on the ___ day of ________, 20___.


                                        Very truly yours,

                                        [PURCHASER]


                                        By:_____________________________________
                                                  (Authorized Officer)


                                        [By:____________________________________
                                                     Attorney-in-fact]










                                      G-5
<PAGE>


                             Nominee Acknowledgment

         The undersigned hereby acknowledges and agrees that as to the
Certificates being registered in its name, the sole beneficial owner thereof is
and shall be the Purchaser identified above, for whom the undersigned is acting
as nominee.


                                        [NAME OF NOMINEE]


                                        By:_____________________________________
                                                 (Authorized Officer)


                                        [By:____________________________________
                                                   Attorney-in-fact]










                                      G-6
<PAGE>


                                                                       EXHIBIT H


                        REQUEST FOR RELEASE OF DOCUMENTS


To:      JPMorgan Chase Bank, N.A.
         Institutional Trust Services
         4 New York Plaza, 6th Floor
         New York, New York 10004-2477


         RE:      Pooling and Servicing Agreement dated as of November 1, 2004,
                  among Nomura Asset Acceptance Corporation, as depositor,
                  Nomura Credit & Capital, Inc., as seller, GMAC Mortgage
                  Corporation, as servicer, and JPMorgan Chase Bank, N.A., as
                  Trustee

         In connection with the administration of the Mortgage Loans held by you
pursuant to the above-captioned Pooling and Servicing Agreement, we request the
release, and hereby acknowledge receipt, of the Mortgage File for the Mortgage
Loan described below, for the reason indicated.

Mortgage Loan Number:
---------------------

Mortgagor Name, Address & ZIP CODE:
-----------------------------------

Reason for Requesting Documents (check one):
--------------------------------------------

_____    1.   Mortgage Paid in Full and proceeds have been deposited into the
              Custodial Account

_____    2.   Foreclosure

_____    3.   Substitution

_____    4.   Other Liquidation

____     5.   Nonliquidation            Reason:_____________________

_____    6.   Mortgage Loan paid in full


                                        By:_____________________________________
                                                   (authorized signer)

                                        Issuer:_________________________________
                                        Address:________________________________

                                        Date:___________________________________


                                      H-1
<PAGE>


                                                                       EXHIBIT I


                          DTC Letter of Representations
                             [provided upon request]










                                      I-1
<PAGE>


                                                                       EXHIBIT J


                   Schedule of Mortgage Loans with Lost Notes

                                     [None]










                                      J-1
<PAGE>


                                                                       EXHIBIT K

                           Prepayment Charge Schedule










                                      K-1
<PAGE>


                                                                       EXHIBIT L


                        FORM OF SERVICER'S CERTIFICATION


         Re:      Pooling and Servicing Agreement (the "POOLING AND SERVICING
                  AGREEMENT"), dated as of November 1, 2004, by and among Nomura
                  Asset Acceptance Corporation, as depositor (the "DEPOSITOR"),
                  Nomura Credit & Capital, Inc., as seller (the "SELLER"),
                  JPMorgan Chase Bank, N.A., as trustee (the "TRUSTEE"), GMAC
                  Mortgage Corporation, as servicer, ("GMAC")

I, [identify the certifying individual], certify to the Depositor and the
Trustee, and their officers, directors and affiliates, and with the knowledge
and intent that they will rely upon this certification, that:

1.       I am responsible for reviewing the activities performed by GMAC under
         the Pooling and Servicing Agreement and based upon my knowledge and the
         annual compliance review required under the Pooling and Servicing
         Agreement, and except as disclosed in the annual compliance statement
         required to be delivered to the Trustee in accordance with the terms of
         the Pooling and Servicing Agreement (which has been so delivered to the
         Trustee), GMAC has fulfilled its obligations under the Pooling and
         Servicing Agreement. Based upon my knowledge, the annual statement of
         compliance delivered by GMAC under the Pooling and Servicing Agreement
         does not contain any untrue statement of material fact or omit to state
         a material fact necessary to make the statements made, in light of the
         circumstances under which such statement was made, not misleading; and

2.       Based on my knowledge, all significant deficiencies relating to GMAC's
         compliance with the minimum servicing standards for purposes of the
         report provided by an independent public accountant, after conducting a
         review conducted in compliance with the Uniform Single Attestation
         Program for Mortgage Bankers or similar procedure, as set forth in the
         Pooling and Servicing Agreement, have been disclosed to such accountant
         and are included in such reports.


Date:_________________________


_______________________________
[Signature]
[Title]


                                      L-1
<PAGE>


                                    EXHIBIT M

                         FORM OF TRUSTEE'S CERTIFICATION

[DEPOSITOR/ISSUER NAME]

Re:      [Transaction Name]

Reference is made to the Pooling and Servicing Agreement, dated as of November
1, 2004 (the "Pooling and Servicing Agreement"), by and among JPMorgan Chase
Bank, N.A. (the "Trustee"), GMAC Mortgage Corporation, as servicer,
("Servicer"), Nomura Asset Acceptance Corporation, as depositor (the
"Depositor") and Nomura Credit & Capital, Inc., as seller (the "Seller"). The
Trustee, hereby certifies to the Depositor, and its officers, directors and
affiliates, and with the knowledge and intent that they will rely upon this
certification, that:

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

         (ii)     Based solely upon the information provided to us by the
                  Servicer, the information set forth in the reports referenced
                  in (i) above does not contain any untrue statement of material
                  fact; and

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


Date:

                                        JPMorgan Chase Bank, N.A., as Trustee


                                        By:      ____________________________
                                        Name:    ____________________________
                                        Title:   ____________________________


                                      M-1
<PAGE>


                                    EXHIBIT N


APPENDIX E - STANDARD & POOR'S ANTI-PREDATORY LENDING CATEGORIZATION


Standard & Poor's has categorized loans governed by anti-predatory lending laws
in the Jurisdictions listed below into three categories based upon a combination
of factors that include (a) the risk exposure associated with the assignee
liability and (b) the tests and thresholds set forth in those laws. Note that
certain loans classified by the relevant statute as Covered are included in
Standard & Poor's High Cost Loan Category because they included thresholds and
tests that are typical of what is generally considered High Cost by the
industry.


<TABLE>
<CAPTION>
STANDARD & POOR'S HIGH COST LOAN CATEGORIZATION
------------------------------------------------------------------------------------------------------------
State/Jurisdiction      Name of Anti-Predatory                              Category under Applicable
                        Lending Law/Effective Date                          Anti-Predatory Lending Law
---------------------   -------------------------------------------------   --------------------------------
<S>                     <C>                                                 <C>
Arkansas                Arkansas  Home Loan  Protection Act, Ark. Code      High Cost Home Loan
                        Ann. ss.ss. 23-53-101 et seq.

                        Effective July 16, 2003
---------------------   -------------------------------------------------   --------------------------------
Cleveland Heights, OH   Ordinance  No.  72-2003 (PSH), Mun. Code  ss.ss.    Covered Loan
                        757.01 et seq.

                        Effective June 2, 2003
---------------------   -------------------------------------------------   --------------------------------
Colorado                Consumer Equity Protection, Colo. Stat. Ann.        Covered Loan
                        ss.ss. 5-3.5-101 et seq.

                        Effective for covered loans offered or entered
                        into  on  or  after   January  1,  2003.   Other
                        provisions  of the Act  took  effect  on June 7,
                        2002
---------------------   -------------------------------------------------   --------------------------------
Connecticut             Connecticut  Abusive Home Loan Lending Practices    High Cost Home Loan
                        Act, Conn. Gen. Stat. ss.ss. 36a-746 et seq.

                        Effective October 1, 2001
---------------------   -------------------------------------------------   --------------------------------
District of Columbia    Home  Loan   Protection   Act,   D.C.               Covered Loan
                        Code  ss.ss. 26-1151.01 et seq.

                        Effective for loans closed on or after January
                        28, 2003
---------------------   -------------------------------------------------   --------------------------------
Florida                 Fair Lending Act,  Fla.  Stat.  Ann. ss.ss.         High Cost Home Loan
                        494.0078 et seq.

                        Effective October 2, 2002
---------------------   -------------------------------------------------   --------------------------------
Georgia (Oct.  1,       Georgia  Fair  Lending  Act, Ga. Code Ann. ss.ss.   High Cost Home Loan
2002 - Mar. 6, 2003)    7-6A-1 et seq.

                        Effective October 1, 2002 - March 6, 2003
---------------------   -------------------------------------------------   --------------------------------
Georgia as amended      Georgia  Fair  Lending  Act, Ga.  Code Ann. ss.ss.  High Cost Home Loan
(Mar. 7, 2003           7-6A-1 et seq.
- current)
                        Effective  for loans closed on or after March 7,
                        2003
---------------------   -------------------------------------------------   --------------------------------
</TABLE>


                                      N-1
<PAGE>


<TABLE>
<CAPTION>
STANDARD & POOR'S HIGH COST LOAN CATEGORIZATION
------------------------------------------------------------------------------------------------------------
State/Jurisdiction      Name of Anti-Predatory                              Category under Applicable
                        Lending Law/Effective Date                          Anti-Predatory Lending Law
---------------------   -------------------------------------------------   --------------------------------
<S>                     <C>                                                 <C>
HOEPA Section 32        Home  Ownership  and  Equity  Protection  Act of    High Cost Loan
                        1994, 15 U.S.C. ss. 1639, 12 C.F.R.  ss.ss. 226.32
                        and 226.34

                        Effective October 1, 1995, amendments October
                        1, 2002
---------------------   -------------------------------------------------   --------------------------------
Illinois                High Risk Home Loan Act, Ill. Comp.  Stat.  tit.    High Risk Home Loan
                        815, ss.ss. 137/5 et seq.

                        Effective  January 1, 2004  (prior to this date,
                        regulations under  Residential  Mortgage License
                        Act effective from May 14, 2001)
---------------------   -------------------------------------------------   --------------------------------
Indiana                 Indiana Home Loan  Practices Act, Ind. Code Ann.    High Cost Home Loan
                        ss.ss. 24-9-1-1 et seq.

                        Effective for loans originated on or after
                        January 1, 2005.
---------------------   -------------------------------------------------   --------------------------------
Kansas                  Consumer   Credit  Code, Kan. Stat. Ann.  ss.ss.    High  Loan  to  Value  Consumer
                        16a-1-101 et seq.                                   Loan (id. ss. 16a-3-207) and;
                                                                            ---------------------------------
                        Sections 16a-1-301 and 16a-3-207 became             High APR  Consumer  Loan (id. ss.
                        effective April 14, 1999; Section 16a-3-308a        16a-3-308a)
                        became effective July 1, 1999
---------------------   -------------------------------------------------   --------------------------------
Kentucky                2003 KY H.B.  287 - High Cost Home Loan Act, Ky.    High Cost Home Loan
                        Rev. Stat. ss.ss. 360.100 et seq.

                        Effective June 24, 2003
---------------------   -------------------------------------------------   --------------------------------
Maine                   Truth in Lending,  Me. Rev. Stat. tit. 9-A, ss.ss.  High Rate High Fee Mortgage
                        8-101 et seq.

                        Effective September 29, 1995 and as amended
                        from time to time
---------------------   -------------------------------------------------   --------------------------------
Massachusetts           Part 40 and  Part  32, 209 C.M.R. ss.ss. 32.00 et   High Cost Home Loan
                        seq. and 209 C.M.R. ss.ss. 40.01 et seq.

                        Effective  March 22, 2001 and amended  from time
                        to time
---------------------   -------------------------------------------------   --------------------------------
                        Massachusetts Predatory Home Loan Practices Act     High Cost Home Mortgage Loan
                        Mass. Gen. Laws ch. 183C,  ss.ss. 1 et seq.

                        Effective November 7, 2004
---------------------   -------------------------------------------------   --------------------------------
Nevada                  Assembly  Bill  No.  284, Nev. Rev. Stat. ss.ss.    Home Loan
                        598D.010 et seq.

                        Effective October 1, 2003
---------------------   -------------------------------------------------   --------------------------------
New Jersey              New Jersey Home Ownership  Security Act of 2002,    High Cost Home Loan
                        N.J. Rev. Stat. ss.ss. 46:10B-22 et seq.

                        Effective for loans closed on or after November
                        27, 2003
---------------------   -------------------------------------------------   --------------------------------
New Mexico              Home Loan  Protection  Act, N.M. Rev. Stat. ss.ss.  High Cost Home Loan
                        58-21A-1 et seq.

                        Effective as of January 1, 2004; Revised as of
                        February 26, 2004
---------------------   -------------------------------------------------   --------------------------------
New York                N.Y. Banking Law Article 6-l                        High Cost Home Loan

                        Effective for applications made on or after
                        April 1, 2003
---------------------   -------------------------------------------------   --------------------------------
</TABLE>


                                      N-1
<PAGE>


<TABLE>
<CAPTION>
STANDARD & POOR'S HIGH COST LOAN CATEGORIZATION
------------------------------------------------------------------------------------------------------------
State/Jurisdiction      Name of Anti-Predatory                              Category under Applicable
                        Lending Law/Effective Date                          Anti-Predatory Lending Law
---------------------   -------------------------------------------------   --------------------------------
<S>                     <C>                                                 <C>
North Carolina          Restrictions  and  Limitations on High Cost Home    High Cost Home Loan
                        Loans, N.C. Gen. Stat. ss.ss. 24-1.1E et seq.

                        Effective July 1, 2000; amended October 1,
                        2003 (adding open-end lines of credit)
---------------------   -------------------------------------------------   --------------------------------
Ohio                     H.B. 386  (codified  in various  sections of the   Covered Loan
                        Ohio Code), Ohio Rev. Code Ann. ss.ss. 1349.25 et
                        seq.

                        Effective May 24, 2002
---------------------   -------------------------------------------------   --------------------------------
Oklahoma                Consumer   Credit  Code   (codified  in  various    Subsection 10 Mortgage
                        sections of Title 14A)

                        Effective July 1, 2000; amended effective
                        January 1, 2004
---------------------   -------------------------------------------------   --------------------------------
South Carolina          South  Carolina  High  Cost  and  Consumer  Home    High Cost Home Loan
                        Loans Act, S.C. Code Ann. ss.ss. 37-23-10 et seq.

                        Effective for loans taken on or after January
                        1, 2004
---------------------   -------------------------------------------------   --------------------------------
West Virginia           West  Virginia   Residential   Mortgage  Lender,    West  Virginia   Mortgage  Loan
                        Broker and  Servicer Act, W. Va. Code Ann. ss.ss.   Act Loan
                        31-17-1 et seq.

                        Effective June 5, 2002
---------------------   -------------------------------------------------   --------------------------------
</TABLE>


<TABLE>
<CAPTION>
STANDARD & POOR'S HIGH COST LOAN CATEGORIZATION
------------------------------------------------------------------------------------------------------------
State/Jurisdiction      Name of Anti-Predatory                              Category under Applicable
                        Lending Law/Effective Date                          Anti-Predatory Lending Law
---------------------   -------------------------------------------------   --------------------------------
<S>                     <C>                                                 <C>
Georgia  (Oct.  1,      Georgia  Fair  Lending Act, Ga. Code Ann. ss.ss.    Covered Loan
2002 - Mar. 6, 2003)    7-6A-1 et seq.
---------------------   -------------------------------------------------   --------------------------------
New Jersey              New Jersey Home Ownership  Security Act of 2002,    Covered Home Loan
                        N.J. Rev. Stat. ss.ss. 46:10B-22 et seq.

                        Effective November 27, 2003 - July 5, 2004
---------------------   -------------------------------------------------   --------------------------------
</TABLE>


<TABLE>
<CAPTION>
STANDARD & POOR'S HIGH COST LOAN CATEGORIZATION
------------------------------------------------------------------------------------------------------------
State/Jurisdiction      Name of Anti-Predatory                              Category under Applicable
                        Lending Law/Effective Date                          Anti-Predatory Lending Law
---------------------   -------------------------------------------------   --------------------------------
<S>                     <C>                                                 <C>


</TABLE>


                                      N-1
<PAGE>


<TABLE>
<CAPTION>
STANDARD & POOR'S HIGH COST LOAN CATEGORIZATION
------------------------------------------------------------------------------------------------------------
State/Jurisdiction      Name of Anti-Predatory                              Category under Applicable
                        Lending Law/Effective Date                          Anti-Predatory Lending Law
---------------------   -------------------------------------------------   --------------------------------
<S>                     <C>                                                 <C>
Georgia  (Oct.  1,      Georgia  Fair  Lending Act, Ga. Code Ann. ss.ss.    Home Loan
2002 - Mar. 6, 2003)    7-6A-1 et seq.

                        Effective October 1, 2002 - March 6, 2003
---------------------   -------------------------------------------------   --------------------------------
Indiana                 Indiana Home Loan  Practices Act, Ind. Code Ann.    Home Loan
                        ss.ss. 24-9-1-1 et seq.

                        Effective for loans originated on or after
                        January 1, 2005.
---------------------   -------------------------------------------------   --------------------------------
New Jersey              New Jersey Home Ownership  Security Act of 2002,    Home Loan
                        N.J. Rev. Stat. ss.ss. 46:10B-22 et seq.

                        Effective for loans closed on or after November
                        27, 2003
---------------------   -------------------------------------------------   --------------------------------
New Mexico              Home Loan  Protection Act, N.M. Rev. Stat. ss.ss.   Home Loan
                        58-21A-1 et seq.

                        Effective as of January 1, 2004; Revised as of
                        February 26, 2004
---------------------   -------------------------------------------------   --------------------------------
North Carolina          Restrictions  and  Limitations on High Cost Home    Consumer Home Loan
                        Loans, N.C. Gen. Stat. ss.ss. 24-1.1E et seq.

                        Effective July 1, 2000; amended October 1,
                        2003 (adding open-end lines of credit)
---------------------   -------------------------------------------------   --------------------------------
South Carolina          South  Carolina  High  Cost  and                    Consumer Home Loan
---------------------   -------------------------------------------------   --------------------------------
</TABLE>


                                       N-1