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





                        FINANCIAL ASSET SECURITIES CORP.,
                                    Depositor



                           HOMEQ SERVICING CORPORATION
                         SAXON MORTGAGE SERVICES, INC.,
                                    Servicers


                                       and


                      DEUTSCHE BANK NATIONAL TRUST COMPANY,
                                     Trustee




                         POOLING AND SERVICING AGREEMENT

                           Dated as of August 1, 2004


                           ___________________________

                        Soundview Home Loan Trust 2004-1

                    Asset-Backed Certificates, Series 2004-1



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

<PAGE>

<TABLE>
<CAPTION>
                                                 TABLE OF CONTENTS

                                                                                                               Page
<S>                                                                                                            <C>

                                                     ARTICLE I

                                                    DEFINITIONS
SECTION 1.01.     Defined Terms...................................................................................6
SECTION 1.02.     Accounting.....................................................................................54
SECTION 1.03.     Allocation of Certain Interest Shortfalls......................................................54

                                                    ARTICLE II

                                           CONVEYANCE OF MORTGAGE LOANS;
                                         ORIGINAL ISSUANCE OF CERTIFICATES
SECTION 2.01.     Conveyance of Mortgage Loans...................................................................55
SECTION 2.02.     Acceptance by Trustee..........................................................................59
SECTION 2.03.     Repurchase or Substitution of Mortgage Loans by the
                  Originator or the Seller.......................................................................60
SECTION 2.04.     [Reserved].....................................................................................63
SECTION 2.05.     Representations, Warranties and Covenants of the Servicer......................................64
SECTION 2.06.     Representations and Warranties of the Depositor................................................66
SECTION 2.07.     Issuance of Certificates.......................................................................67
SECTION 2.08.     [Reserved].....................................................................................67
SECTION 2.09.     Acceptance of REMIC 1 and REMIC 2 by the Trustee;
                  Conveyance of REMIC 1 Regular Interests; Issuance of
                  Certificates...................................................................................67
SECTION 2.10.     Conveyance of Delayed Delivery Mortgage Loans..................................................69

                                                    ARTICLE III

                                           ADMINISTRATION AND SERVICING
                                               OF THE MORTGAGE LOANS
SECTION 3.01.     Servicer to Act as Servicer....................................................................70
SECTION 3.02.     Sub-Servicing Agreements Between Servicer and Sub-
                  Servicers......................................................................................72
SECTION 3.03.     Successor Sub-Servicers........................................................................73
SECTION 3.04.     Liability of the Servicer......................................................................74
SECTION 3.05.     No Contractual Relationship Between Sub-Servicers and the
                  Trustee or Certificateholders..................................................................74
SECTION 3.06.     Assumption or Termination of Sub-Servicing Agreements by
                  Trustee........................................................................................74
SECTION 3.07.     Collection of Certain Mortgage Loan Payments...................................................75
SECTION 3.08.     Sub-Servicing Accounts.........................................................................75


                                                         i

<PAGE>



SECTION 3.09.     Collection of Taxes, Assessments and Similar Items; Escrow
                  Accounts.......................................................................................76
SECTION 3.10.     Collection Account and Distribution Account....................................................77
SECTION 3.11.     Withdrawals from the Collection Account and Distribution
                  Account........................................................................................79
SECTION 3.12.     Investment of Funds in the Collection Account and the
                  Distribution Account...........................................................................81
SECTION 3.13.     [Reserved].....................................................................................82
SECTION 3.14.     Maintenance of Hazard Insurance and Errors and Omissions
                  and Fidelity Coverage..........................................................................82
SECTION 3.15.     Enforcement of Due-On-Sale Clauses; Assumption
                  Agreements.....................................................................................83
SECTION 3.16.     Realization Upon Defaulted Mortgage Loans......................................................84
SECTION 3.17.     Trustee to Cooperate; Release of Mortgage Files................................................86
SECTION 3.18.     Servicing Compensation.........................................................................88
SECTION 3.19.     Reports to the Trustee; Collection Account Statements..........................................88
SECTION 3.20.     Statement as to Compliance.....................................................................88
SECTION 3.21.     Independent Public Accountants' Servicing Report...............................................89
SECTION 3.22.     Access to Certain Documentation; Filing of Reports by
                  Trustee........................................................................................89
SECTION 3.23.     Title, Management and Disposition of REO Property..............................................91
SECTION 3.24.     Obligations of the Servicer in Respect of Prepayment Interest
                  Shortfalls.....................................................................................95
SECTION 3.25.     [Reserved].....................................................................................95
SECTION 3.26.     Obligations of the Servicer in Respect of Mortgage Rates and
                  Monthly Payments...............................................................................95
SECTION 3.27.     [Reserved].....................................................................................95
SECTION 3.28.     [Reserved].....................................................................................95
SECTION 3.29.     Advance Facility...............................................................................95

                                                    ARTICLE IV

                                                   FLOW OF FUNDS
SECTION 4.01.     Distributions..................................................................................98
SECTION 4.02.     [Reserved.....................................................................................104
SECTION 4.03.     Statements....................................................................................104
SECTION 4.04.     Remittance Reports; Advances..................................................................107
SECTION 4.05.     [Reserved]....................................................................................108
SECTION 4.06.     Net WAC Rate Carryover Reserve Account.              .........................................108
SECTION 4.07.     Distributions on the REMIC Regular Interests..................................................110
SECTION 4.08.     Allocation of Realized Losses.................................................................111

                                                     ARTICLE V

                                                 THE CERTIFICATES
SECTION 5.01.     The Certificates..............................................................................114


                                                        ii

<PAGE>



SECTION 5.02.     Registration of Transfer and Exchange of Certificates.........................................114
SECTION 5.03.     Mutilated, Destroyed, Lost or Stolen Certificates.............................................119
SECTION 5.04.     Persons Deemed Owners.........................................................................120
SECTION 5.05.     Appointment of Paying Agent...................................................................120

                                                    ARTICLE VI

                                          THE SERVICERS AND THE DEPOSITOR
SECTION 6.01.     Liability of the Servicers and the Depositor..................................................121
SECTION 6.02.     Merger or Consolidation of, or Assumption of the Obligations
                  of, the Servicers or the Depositor............................................................121
SECTION 6.03.     Limitation on Liability of the Servicers and Others...........................................121
SECTION 6.04.     Servicer Not to Resign........................................................................122
SECTION 6.05.     Delegation of Duties..........................................................................122
SECTION 6.06.     Reserved......................................................................................122
SECTION 6.07.     Inspection....................................................................................123

                                                    ARTICLE VII

                                                      DEFAULT
SECTION 7.01.     Servicer Events of Termination................................................................124
SECTION 7.02.     Trustee to Act; Appointment of Successor......................................................126
SECTION 7.03.     Waiver of Defaults............................................................................127
SECTION 7.04.     Notification to Certificateholders............................................................127
SECTION 7.05.     Survivability of Servicer Liabilities.........................................................128

                                                   ARTICLE VIII

                                                    THE TRUSTEE
SECTION 8.01.     Duties of Trustee.............................................................................129
SECTION 8.02.     Certain Matters Affecting the Trustee.........................................................130
SECTION 8.03.     Trustee Not Liable for Certificates or Mortgage Loans.........................................131
SECTION 8.04.     Trustee May Own Certificates..................................................................132
SECTION 8.05.     Trustee Fee and Expenses......................................................................132
SECTION 8.06.     Eligibility Requirements for Trustee..........................................................133
SECTION 8.07.     Resignation or Removal of Trustee.............................................................133
SECTION 8.08.     Successor Trustee.............................................................................134
SECTION 8.09.     Merger or Consolidation of Trustee............................................................135
SECTION 8.10.     Appointment of Co-Trustee or Separate Trustee.................................................135
SECTION 8.11.     Limitation of Liability.......................................................................136
SECTION 8.12.     Trustee May Enforce Claims Without Possession of
                  Certificates..................................................................................136
SECTION 8.13.     Suits for Enforcement.........................................................................137
SECTION 8.14.     Waiver of Bond Requirement....................................................................137
SECTION 8.15.     Waiver of Inventory, Accounting and Appraisal
                  Requirement...................................................................................137


                                                        iii

<PAGE>




                                                    ARTICLE IX

                                               REMIC ADMINISTRATION
SECTION 9.01.     REMIC Administration..........................................................................138
SECTION 9.02.     Prohibited Transactions and Activities........................................................140
SECTION 9.03.     Indemnification with Respect to Certain Taxes and Loss of
                  REMIC Status..................................................................................140

                                                     ARTICLE X

                                                    TERMINATION
SECTION 10.01.    Termination...................................................................................142
SECTION 10.02.    Additional Termination Requirements...........................................................144

                                          ARTICLE XI

                                   MISCELLANEOUS PROVISIONS
SECTION 11.01.    Amendment.....................................................................................145
SECTION 11.02.    Recordation of Agreement; Counterparts........................................................146
SECTION 11.03.    Limitation on Rights of Certificateholders....................................................146
SECTION 11.04.    Governing Law; Jurisdiction...................................................................147
SECTION 11.05.    Notices.......................................................................................147
SECTION 11.06.    Severability of Provisions....................................................................148
SECTION 11.07.    Article and Section References................................................................148
SECTION 11.08.    Notice to the Rating Agencies.................................................................148
SECTION 11.09.    Further Assurances............................................................................149
SECTION 11.10.    Benefits of Agreement.........................................................................149
SECTION 11.11     Acts of Certificateholders....................................................................149
</TABLE>



                                                        iv

<PAGE>



Exhibits:
--------

Exhibit A-1       Form of Class A-1 Certificates
Exhibit A-2       Form of Class A-2 Certificates
Exhibit A-3       Form of Class A-3 Certificates
Exhibit A-4       Form of Class A-4 Certificates
Exhibit A-5       Form of Class M-1 Certificates
Exhibit A-6       Form of Class M-2 Certificates
Exhibit A-7       Form of Class M-3 Certificates
Exhibit A-8       Form of Class M-4 Certificates
Exhibit A-9       Form of Class M-5 Certificates
Exhibit A-10      Form of Class M-6 Certificates
Exhibit A-11      Form of Class M-7 Certificates
Exhibit A-12      Form of Class M-8 Certificates
Exhibit A-13      Form of Class M-9 Certificates
Exhibit A-14      Form of Class B-1 Certificates
Exhibit A-15      Form of Class B-2 Certificates
Exhibit A-16      Form of Class C Certificates
Exhibit A-17      Form of Class P Certificates
Exhibit A-18      Form of Class R Certificates
Exhibit A-19      Form of Class R-X Certificates
Exhibit B         [Reserved]
Exhibit C         Form of Assignment Agreements
Exhibit D         Mortgage Loan Schedule
Exhibit E         Request for Release
Exhibit F-1       Form of Trustee's Initial Certification
Exhibit F-2       Form of Trustee's Final Certification
Exhibit F-3       Form of Receipt of Mortgage Note
Exhibit F-4       Form of Delayed Delivery Certification
Exhibit G         Form of Compliance Certificate
Exhibit H         Form of Lost Note Affidavit
Exhibit I         [Reserved]
Exhibit J         Form of Investment Letter
Exhibit K         Form of Transfer Affidavit for Residual Certificates
Exhibit L         Form of Transferor Certificate
Exhibit M         Form of ERISA Representation Letter
Exhibit N-1       Form of Certification to Be Provided by the Depositor with
                  Form 10-K
Exhibit N-2       Form of Certification to Be Provided to Depositor by the
                  Trustee
Exhibit N-3       Form of Certification to Be Provided to Depositor by the
                  Servicers
Exhibit O         Form of Cap Contract

Schedule I        Prepayment Charge Schedule
Schedule II       Delayed Delivery Mortgage Loans




                                        v

<PAGE>



                  This Pooling and Servicing Agreement is dated as of August 1,
2004 (the "Agreement"), among FINANCIAL ASSET SECURITIES CORP., as depositor
(the "Depositor"), HOMEQ SERVICING CORPORATION and SAXON MORTGAGE SERVICES,
INC., as Servicers (together, the "Servicers") and DEUTSCHE BANK NATIONAL TRUST
COMPANY, as trustee (the "Trustee").

                             PRELIMINARY STATEMENT:

                  The Depositor intends to sell pass-through certificates
(collectively, the "Certificates"), to be issued hereunder in multiple classes,
which in the aggregate will evidence the entire beneficial ownership interest in
the Trust Fund created hereunder. The Certificates will consist of nineteen
classes of certificates, designated as (i) the Class A-1 Certificates, (ii) the
Class A-2 Certificates, (iii) the Class A-3 Certificates, (iv) the Class A-4
Certificates, (v) the Class M-1 Certificates, (vi) the Class M-2 Certificates,
(vii) the Class M-3 Certificates, (viii) the Class M-4 Certificates, (ix) the
Class M-5 Certificates, (x) the Class M-6 Certificates, (xi) the Class M-7
Certificates, (xii) the Class M-8 Certificates, (xiii) the Class M-9
Certificates, (xiv) the Class B-1 Certificates, (xv) the Class B-2 Certificates,
(xvi) the Class C Certificates, (xvii) the Class P Certificates, (xviii) the
Class R Certificates and (xix) the Class R-X Certificates.

                                     REMIC 1
                                     -------

                  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 (exclusive of the Net WAC Rate
Carryover Reserve Account, the Cap Contract and any Servicer Prepayment Charge
Payment Amounts) 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 1." The Class R-1 Interest will represent the sole class of
"residual interests" in REMIC 1 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 1 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 1 Regular Interests. None of the REMIC 1 Regular Interests
will be certificated.



<TABLE>
<CAPTION>
                                Uncertificated REMIC 1          Initial Uncertificated             Assumed Final
        Designation                Pass-Through Rate               Principal Balance              Maturity Date(1)
        -----------                -----------------               -----------------              ----------------
<S>                                   <C>                        <C>                                <C>
           LTAA                       Variable(2)                $ 477,474,481.22                   July 2034
           LTA1                       Variable(2)                  $ 1,851,400.00                   July 2034
           LTA2                       Variable(2)                    $ 577,000.00                   July 2034
           LTA3                       Variable(2)                   $1,122,000.00                   July 2034
           LTA4                       Variable(2)                    $ 152,450.00                   July 2034
           LTM1                       Variable(2)                    $ 180,270.00                   July 2034
           LTM2                       Variable(2)                    $ 158,350.00                   July 2034
           LTM3                       Variable(2)                     $ 97,440.00                   July 2034
           LTM4                       Variable(2)                     $ 97,440.00                   July 2034
           LTM5                       Variable(2)                     $ 97,440.00                   July 2034
           LTM6                       Variable(2)                     $ 85,260.00                   July 2034
           LTM7                       Variable(2)                     $ 85,260.00                   July 2034
           LTM8                       Variable(2)                     $ 73,080.00                   July 2034
           LTM9                       Variable(2)                     $ 60,900.00                   July 2034



                                                         1

<PAGE>




           LTB1                       Variable(2)                     $ 73,080.00                   July 2034
           LTB2                       Variable(2)                     $ 60,900.00                   July 2034
           LTZZ                       Variable(2)                  $ 4,972,067.17                   July 2034
            LTP                       Variable(2)                        $ 100.00                   July 2034
</TABLE>
________________
(1)  Solely for purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
     regulations, the Distribution Date in the month immediately following the
     maturity date for the Mortgage Loan with the latest possible maturity date
     has been designated as the "latest possible maturity date" for each REMIC 1
     Regular Interest.
(2)  Calculated in accordance with the definition of "Uncertificated REMIC 1
     Pass-Through Rate" herein.



                                        2

<PAGE>



                                     REMIC 2
                                     -------

                  As provided herein, the Trustee shall make an election to
treat the segregated pool of assets consisting of the REMIC 1 Regular Interests
as a REMIC for federal income tax purposes, and such segregated pool of assets
will be designated as "REMIC 2." The Class R-2 Interest represents the sole
class of "residual interests" in REMIC 2 for purposes of the REMIC Provisions.

                  The following table sets forth (or describes) the Class
designation, Pass-Through Rate and Original Class Certificate Principal Balance
for each Class of Certificates and REMIC 2 Regular Interest that represents one
or more of the "regular interests" in REMIC 2 created hereunder:



<TABLE>
<CAPTION>
                                Original Class Certificate                                      Assumed Final
     Class Designation               Principal Balance               Pass-Through Rate         Maturity Date(1)
     -----------------               -----------------               -----------------         ----------------
<S>                                  <C>                              <C>                          <C>
Class A-1..................          $185,144,000.00                  Variable(2)                  July 2034
Class A-2..................           $57,700,000.00                  Variable(2)                  July 2034
Class A-3..................          $112,200,000.00                  Variable(2)                  July 2034
Class A-4..................           $15,245,000.00                  Variable(2)                  July 2034
Class M-1..................           $18,027,000.00                  Variable(2)                  July 2034
Class M-2..................           $15,835,000.00                  Variable(2)                  July 2034
Class M-3..................            $9,744,000.00                  Variable(2)                  July 2034
Class M-4..................            $9,744,000.00                  Variable(2)                  July 2034
Class M-5..................            $9,744,000.00                  Variable(2)                  July 2034
Class M-6..................            $8,526,000.00                  Variable(2)                  July 2034
Class M-7..................            $8,526,000.00                  Variable(2)                  July 2034
Class M-8..................            $7,308,000.00                  Variable(2)                  July 2034
Class M-9..................            $6,090,000.00                  Variable(2)                  July 2034
Class B-1..................            $7,308,000.00                  Variable(2)                  July 2034
Class B-2..................            $6,090,000.00                  Variable(2)                  July 2034
Class C Interest...........            $9,987,858.39(3)               Variable(2)                  July 2034
Class P Interest...........                 $ 100.00(4)                  N/A(5)                    July 2034
</TABLE>
________________
(1)  Solely for purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
     regulations, the Distribution Date in the month immediately 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)  Calculated in accordance with the definition of "Pass-Through Rate" herein.
(3)  The Class C Interest will accrue interest at its variable Pass-Through Rate
     on the Notional Amount of the Class C Interest outstanding from time to
     time which shall equal the aggregate of the Uncertificated Principal
     Balances of the REMIC 1 Regular Interests (other than REMIC 1 Regular
     Interest LTP). The Class C Interest will not accrue interest on its
     Certificate Principal Balance.
(4)  The Class P Interest will not accrue interest.


                                        3

<PAGE>



                                     REMIC 3
                                     -------

                  As provided herein, the Trustee shall make an election to
treat the segregated pool of assets consisting of the Class C Interest as a
REMIC for federal income tax purposes, and such segregated pool of assets will
be designated as "REMIC 3." The Class R-3 Interest represents the sole class of
"residual interests" in REMIC 4 for purposes of the REMIC Provisions.

                  The following table sets forth (or describes) the Class
designation, Pass-Through Rate and Original Class Certificate Principal Balance
for the indicated Class of Certificates that represents a "regular interest" in
REMIC 3 created hereunder:



<TABLE>
<CAPTION>
                                                                  Initial Aggregate
                                                                Certificate Principal            Latest Possible
      Class Designation             Pass-Through Rate                  Balance                  Maturity Date(1)
      -----------------             -----------------                  -------                  ----------------
<S>                                    <C>                          <C>                             <C>
    Class C Certificates               Variable(2)                  $9,987,858.39                   July 2034
</TABLE>
_______________
(1)  Solely for purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
     regulations, the Distribution Date immediately following the maturity date
     for the Mortgage Loans with the latest maturity date has been designated as
     the "latest possible maturity date" for the Class C Certificates.
(2)  The Class C Certificates will receive 100% of amounts received in respect
     of the Class C Interest.



                                        4

<PAGE>



                                     REMIC 4
                                     -------

                  As provided herein, the Trustee shall make an election to
treat the segregated pool of assets consisting of the Class P Interest as a
REMIC for federal income tax purposes, and such segregated pool of assets will
be designated as "REMIC 4." The Class R-4 Interest represents the sole class of
"residual interests" in REMIC 4 for purposes of the REMIC Provisions.

                  The following table sets forth (or describes) the Class
designation, Pass-Through Rate and Original Class Certificate Principal Balance
for the indicated Class of Certificates that represents a "regular interest" in
REMIC 4 created hereunder:



<TABLE>
<CAPTION>
                                                                  Initial Aggregate
                                                                Certificate Principal            Latest Possible
      Class Designation             Pass-Through Rate                  Balance                  Maturity Date(1)
      -----------------             -----------------                  -------                  ----------------
<S>                                    <C>                             <C>                          <C>
    Class P Certificates               Variable(2)                     $100.00                      July 2034
</TABLE>
_______________
(1)  Solely for purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
     regulations, the Distribution Date immediately following the maturity date
     for the Mortgage Loans with the latest maturity date has been designated as
     the "latest possible maturity date" for the Class P Certificates.
(2)  The Class P Certificates will receive 100% of amounts received in respect
     of the Class P Interest.



                                        5

<PAGE>



                                    ARTICLE I

                                   DEFINITIONS

                  SECTION 1.01. Defined Terms.

                  Whenever used in this Agreement or in the Preliminary
Statement, the following words and phrases, unless the context otherwise
requires, shall have the meanings specified in this Article. Unless otherwise
specified, all calculations in respect of interest on the Class A Certificates,
the Mezzanine Certificates and the Class B Certificates shall be made on the
basis of the actual number of days elapsed and a 360-day year and all other
calculations of interest described herein shall be made on the basis of a
360-day year consisting of twelve 30-day months. The Class P Certificates and
the Residual Certificates are not entitled to distributions in respect of
interest and, accordingly, will not accrue interest.

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

                  "Account": Either of the Collection Account and Distribution
Account.

                  "Accrual Period": With respect to the Class A Certificates,
the Mezzanine Certificates and the Class B Certificates and each Distribution
Date, the period commencing on the preceding Distribution Date (or in the case
of the first such Accrual Period, commencing on the Closing Date) and ending on
the day preceding such Distribution Date. With respect to the Class C
Certificates and each Distribution Date, the calendar month prior to the month
of such Distribution Date.

                  "Adjustable-Rate Mortgage Loan": A first lien Mortgage Loan
which provides at any period during the life of such loan for the adjustment of
the Mortgage Rate payable in respect thereto.

                  "Adjusted Net Maximum Mortgage Rate": With respect to any
Mortgage Loan (or the related REO Property), as of any date of determination, a
per annum rate of interest equal to the applicable Maximum Mortgage Rate for
such Mortgage Loan (or the Mortgage Rate in the case of any Fixed-Rate Mortgage
Loan) as of the first day of the month preceding the month in which the related
Distribution Date occurs minus the sum of (i) the Trustee Fee Rate and (ii) the
Servicing Fee Rate.

                  "Adjusted Net Mortgage Rate": With respect to any Mortgage
Loan (or the related REO Property), as of any date of determination, a per annum
rate of interest equal to the applicable Mortgage Rate for such Mortgage Loan as
of the first day of the month preceding the month in which the related
Distribution Date occurs minus the sum of (i) the Trustee Fee Rate and (ii) the
Servicing Fee Rate.

                  "Adjustment Date": With respect to each Adjustable-Rate
Mortgage Loan, each adjustment date on which the Mortgage Rate of such
Adjustable-Rate Mortgage Loan changes


                                        6

<PAGE>



pursuant to the related Mortgage Note. The first Adjustment Date following the
Cut-off Date as to each Adjustable-Rate Mortgage Loan is set forth in the
Mortgage Loan Schedule.

                  "Advance": As to any Mortgage Loan or REO Property, any
advance made by the related Servicer in respect of any Distribution Date
pursuant to Section 4.04.

                  "Advance Facility": As defined in Section 3.29 hereof.

                  "Advance Facility Trustee": As defined in Section 3.29 hereof.

                  "Advancing Person": As defined in Section 3.29 hereof.

                  "Advance Reimbursement Amounts": As defined in Section 3.29
hereof.

                  "Adverse REMIC Event": As defined in Section 9.01(f) hereof.

                  "Affiliate": With respect to any Person, any other Person
controlling, controlled by or under common control with such Person. For
purposes of this definition, "control" means the power to direct the management
and policies of a Person, directly or indirectly, whether through ownership of
voting securities, by contract or otherwise and "controlling" and "controlled"
shall have meanings correlative to the foregoing.

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

                  "Allocated Realized Loss Amount": With respect to any
Distribution Date and any Class of Mezzanine Certificates or the Class B
Certificates, the sum of (i) any Realized Losses allocated to such Class of
Certificates on such Distribution Date and (ii) the amount of any Allocated
Realized Loss Amount for such Class of Certificates remaining undistributed from
the previous Distribution Date and reduced by the amount of any Subsequent
Recoveries added to the Certificate Principal Balance of such Class of
Certificates.

                  "Assignment": An assignment of Mortgage, notice of transfer or
equivalent instrument, in recordable form, which is sufficient under the laws of
the jurisdiction wherein the related Mortgaged Property is located to reflect or
record the sale of the Mortgage.

                  "Assignment Agreements": The Assignment and Recognition
Agreements, dated August 6, 2004, among the Depositor, the Seller and the
related Originator, pursuant to which certain of the Seller's rights under the
related Master Agreement were assigned to the Depositor.

                  "Assumed Final Maturity Date": As to each Class of
Certificates, the date set forth as such in the Preliminary Statement.

                  "Available Funds": With respect to any Distribution Date, an
amount equal to the excess of (i) the sum of (a) the aggregate of the related
Monthly Payments received on the Mortgage Loans on or prior to the related
Determination Date, (b) Net Liquidation Proceeds, Insurance


                                        7

<PAGE>



Proceeds, Principal Prepayments, Subsequent Recoveries, proceeds from
repurchases of and substitutions for such Mortgage Loans and other unscheduled
recoveries of principal and interest in respect of the Mortgage Loans received
during the related Prepayment Period, (c) the aggregate of any amounts received
in respect of a related REO Property withdrawn from any REO Account and
deposited in the Collection Account for such Distribution Date, (d) the
aggregate of any amounts deposited in the Collection Accounts by the Servicers
in respect of related Prepayment Interest Shortfalls for such Distribution Date,
(e) the aggregate of any Advances made by the Servicers for such Distribution
Date in respect of the Mortgage Loans, (f) the aggregate of any related advances
made by the Trustee in respect of the Mortgage Loans for such Distribution Date
pursuant to Section 7.02 and (g) the amount of any Prepayment Charges collected
by the Servicers in connection with the full or partial prepayment of any of the
Mortgage Loans and any Servicer Prepayment Charge Payment Amount over (ii) the
sum of (a) amounts reimbursable or payable to the Servicers pursuant to Section
3.11(a) or the Trustee pursuant to Section 3.11(b), (b) amounts deposited in the
Collection Accounts or the Distribution Account pursuant to clauses (a) through
(g) above, as the case may be, in error, (c) the amount of any Prepayment
Charges collected by the Servicers in connection with the full or partial
prepayment of any of the Mortgage Loans and any Servicer Prepayment Charge
Payment Amount, (d) the Trustee Fee payable from the Distribution Account
pursuant to Section 8.05 and (e) any indemnification payments or expense
reimbursements made by the Trust Fund pursuant to Section 6.03 or Section 8.05.

                  "Balloon Mortgage Loan": A Fixed-Rate Mortgage Loan that
provides for the payment of the unamortized Stated Principal Balance of such
Mortgage Loan in a single payment at the maturity of such Fixed-Rate Mortgage
Loan that is substantially greater than the preceding monthly payment.

                  "Balloon Payment": A payment of the unamortized Stated
Principal Balance of a Fixed-Rate Mortgage Loan in a single payment at the
maturity of such Fixed-Rate Mortgage Loan that is substantially greater than the
preceding Monthly Payment.

                  "Bankruptcy Code": The Bankruptcy Reform Act of 1978 (Title 11
of the United States Code), as amended.

                  "Base Rate": For any Distribution Date and the Class A
Certificates, the Mezzanine Certificates and the Class B Certificates, the sum
of (i) LIBOR plus (ii) the related Certificate Margin.

                  "Basic Principal Distribution Amount": With respect to any
Distribution Date, the excess of (i) the Principal Remittance Amount for such
Distribution Date over (ii) the Overcollateralization Release Amount, if any,
for such Distribution Date.

                  "Book-Entry Certificates": Any of the Certificates that shall
be registered in the name of the Depository or its nominee, the ownership of
which is reflected on the books of the Depository or on the books of a Person
maintaining an account with the Depository (directly, as a "Depository
Participant", or indirectly, as an indirect participant in accordance with the
rules of the Depository and as described in Section 5.02 hereof). On the Closing
Date, the Class A Certificates, the Mezzanine Certificates and the Class B
Certificates shall be Book-Entry Certificates.


                                        8

<PAGE>



                  "Business Day": Any day other than a Saturday, a Sunday or a
day on which banking or savings institutions in the State of Delaware, the State
of New York, the State of California, the State of New Jersey, or in the city in
which the Corporate Trust Office of the Trustee is located are authorized or
obligated by law or executive order to be closed.

                  "Cap Amount": The Cap Amount for the Class A Certificates, the
Mezzanine Certificates and the Class B Certificates is equal to (i) the
aggregate amount received by the Trust from the Cap Contract multiplied by (ii)
a fraction equal to (a) the Certificate Principal Balance of such Class
immediately prior to the applicable Distribution Date divided by (b) the
aggregate Certificate Principal Balance of the Class A Certificates, the
Mezzanine Certificates and the Class B Certificates immediately prior to the
applicable Distribution Date.

                  "Cap Contract": The Cap Contract between Greenwich Capital
Derivatives, Inc. and the counterparty thereunder, assigned to the Trustee
pursuant to Section 2.01, a form of which is attached hereto as Exhibit O.

                  "Cash Liquidation": As to any defaulted Mortgage Loan other
than a Mortgage Loan as to which an REO Acquisition occurred, a determination by
the related Servicer that it has received all Insurance Proceeds, Liquidation
Proceeds and other payments or cash recoveries which the related Servicer
reasonably and in good faith expects to be finally recoverable with respect to
such Mortgage Loan.

                  "Certificate": Any Regular Certificate or Residual
Certificate.

                  "Certificateholder" or "Holder": The Person in whose name a
Certificate is registered in the Certificate Register, except that a
Disqualified Organization or non-U.S. Person shall not be a Holder of a Residual
Certificate for any purpose hereof and, solely for the purposes of giving any
consent pursuant to this Agreement, any Certificate registered in the name of
the Depositor or either Servicer or any Affiliate thereof shall be deemed not to
be outstanding and the Voting Rights to which it is entitled shall not be taken
into account in determining whether the requisite percentage of Voting Rights
necessary to effect any such consent has been obtained, except as otherwise
provided in Section 11.01. The Trustee may conclusively rely upon a certificate
of the Depositor or either Servicer in determining whether a Certificate is held
by an Affiliate thereof. All references herein to "Holders" or
"Certificateholders" shall reflect the rights of Certificate Owners as they may
indirectly exercise such rights through the Depository and participating members
thereof, except as otherwise specified herein; provided, however, that the
Trustee shall be required to recognize as a "Holder" or "Certificateholder" only
the Person in whose name a Certificate is registered in the Certificate
Register.

                  "Certificate Margin": With respect to the Class A-1
Certificates on each Distribution Date (A) on or prior to the Optional
Termination Date, 0.370% per annum and (B) after the Optional Termination Date,
0.740% per annum. With respect to the Class A-2 Certificates on each
Distribution Date (A) on or prior to the Optional Termination Date, 0.160% per
annum and (B) after the Optional Termination Date, 0.320% per annum. With
respect to the Class A-3 Certificates on each Distribution Date (A) on or prior
to the Optional Termination Date, 0.350% per annum and (B) after the Optional
Termination Date, 0.700% per annum. With respect to the Class A-4 Certificates


                                        9

<PAGE>



on each Distribution Date (A) on or prior to the Optional Termination Date,
0.540% per annum and (B) after the Optional Termination Date, 1.080% per annum.
With respect to the Class M-1 Certificates on each Distribution Date (A) on or
prior to the Optional Termination Date, 0.620% per annum and (B) after the
Optional Termination Date, 0.930% per annum. With respect to the Class M-2
Certificates on each Distribution Date (A) on or prior to the Optional
Termination Date, 0.680% per annum and (B) after the Optional Termination Date,
1.020% per annum. With respect to the Class M-3 Certificates on each
Distribution Date (A) on or prior to the Optional Termination Date, 0.720% per
annum and (B) after the Optional Termination Date, 1.080% per annum. With
respect to the Class M-4 Certificates on each Distribution Date (A) on or prior
to the Optional Termination Date, 1.200% per annum and (B) after the Optional
Termination Date, 1.800% per annum. With respect to the Class M-5 Certificates
on each Distribution Date (A) on or prior to the Optional Termination Date,
1.250% per annum and (B) after the Optional Termination Date, 1.875% per annum.
With respect to the Class M-6 Certificates on each Distribution Date (A) on or
prior to the Optional Termination Date, 1.450% per annum and (B) after the
Optional Termination Date, 2.175% per annum. With respect to the Class M-7
Certificates on each Distribution Date (A) on or prior to the Optional
Termination Date, 1.950% per annum and (B) after the Optional Termination Date,
2.925% per annum. With respect to the Class M-8 Certificates on each
Distribution Date (A) on or prior to the Optional Termination Date, 2.100% per
annum and (B) after the Optional Termination Date, 3.150% per annum. With
respect to the Class M-9 Certificates on each Distribution Date (A) on or prior
to the Optional Termination Date, 3.250% per annum and (B) after the Optional
Termination Date, 4.875% per annum. With respect to the Class B-1 Certificates
on each Distribution Date (A) on or prior to the Optional Termination Date,
3.250% per annum and (B) after the Optional Termination Date, 4.875% per annum
With respect to the Class B-2 Certificates on each Distribution Date (A) on or
prior to the Optional Termination Date, 3.250% per annum and (B) after the
Optional Termination Date, 4.875% per annum.

                  "Certificate Owner": With respect to each Book-Entry
Certificate, any beneficial owner thereof.

                  "Certificate Principal Balance": With respect to any Class of
Regular Certificates (other than the Class C Certificates), plus any Subsequent
Recoveries added to the Certificate Principal Balance of such Certificate
pursuant to Section 4.01, immediately prior to any Distribution Date, will be
equal to the Initial Certificate Principal Balance thereof reduced by the sum of
all amounts actually distributed in respect of principal of such Class and, in
the case of a Mezzanine Certificate or Class B Certificate, Realized Losses
allocated thereto on all prior Distribution Dates. With respect to the Class C
Certificates as of any date of determination, an amount equal to the excess, if
any, of (A) the then aggregate Uncertificated Principal Balances of the REMIC 1
Regular Interests over (B) the then aggregate Certificate Principal Balances of
the Class A Certificates, the Mezzanine Certificates, the Class B Certificates
and the Class P Certificates then outstanding.

                  "Certificate Register" and "Certificate Registrar": The
register maintained and registrar appointed pursuant to Section 5.02 hereof.

                  "Certification": As defined in Section 3.22(b)(ii).



                                       10

<PAGE>



                  "Class": Collectively, Certificates which have the same
priority of payment and bear the same class designation and the form of which is
identical except for variation in the Percentage Interest evidenced thereby.

                  "Class A Certificate": Any of the Class A-1 Certificates, the
Class A-2 Certificates., the Class A-3 Certificates or the Class A-4
Certificates.

                  "Class A-1 Certificate": Any one of the Class A-1 Certificates
executed by the Trustee, and authenticated and delivered by the Certificate
Registrar, substantially in the form annexed hereto as Exhibit A-1, representing
the right to distributions as set forth herein and therein and evidencing a
regular interest in REMIC 2.

                  "Class A-2 Certificate": Any one of the Class A-2 Certificates
executed by the Trustee, and authenticated and delivered by the Certificate
Registrar, substantially in the form annexed hereto as Exhibit A-2, representing
the right to distributions as set forth herein and therein and evidencing a
regular interest in REMIC 2.

                  "Class A-3 Certificate": Any one of the Class A-3 Certificates
executed by the Trustee, and authenticated and delivered by the Certificate
Registrar, substantially in the form annexed hereto as Exhibit A-3, representing
the right to distributions as set forth herein and therein and evidencing a
regular interest in REMIC 2.

                  "Class A-4 Certificate": Any one of the Class A-4 Certificates
executed by the Trustee, and authenticated and delivered by the Certificate
Registrar, substantially in the form annexed hereto as Exhibit A-4, representing
the right to distributions as set forth herein and therein and evidencing a
regular interest in REMIC 2.

                  "Class B-1 Certificate": Any one of the Class B-1 Certificates
executed by the Trustee, and authenticated and delivered by the Certificate
Registrar, substantially in the form annexed hereto as Exhibit A-14,
representing the right to distributions as set forth herein and therein and
evidencing a regular interest in REMIC 2.

                  "Class B-1 Principal Distribution Amount": The excess of (x)
the sum of (i) the aggregate Certificate Principal Balance of the Class A
Certificates (after taking into account the distribution of the Senior Principal
Distribution Amount on such Distribution Date), (ii) the Certificate Principal
Balance of the Class M-1 Certificates (after taking into account the
distribution of the Class M-1 Principal Distribution Amount on such Distribution
Date), (iii) the Certificate Principal Balance of the Class M-2 Certificates
(after taking into account the distribution of the Class M-2 Principal
Distribution Amount on such Distribution Date), (iv) the Certificate Principal
Balance of the Class M-3 Certificates (after taking into account the
distribution of the Class M-3 Principal Distribution Amount on such Distribution
Date), (v) the Certificate Principal Balance of the Class M-4 Certificates
(after taking into account the distribution of the Class M-4 Principal
Distribution Amount on such Distribution Date), (vi) the Certificate Principal
Balance of the Class M-5 Certificates (after taking into account the
distribution of the Class M-5 Principal Distribution Amount on such Distribution
Date), (vii) the Certificate Principal Balance of the Class M-6 Certificates
(after taking into account the distribution of the Class M-6 Principal
Distribution


                                       11

<PAGE>



Amount on such Distribution Date), (viii) the Certificate Principal Balance of
the Class M-7 Certificates (after taking into account the distribution of the
Class M-7 Principal Distribution Amount on such Distribution Date), (ix) the
Certificate Principal Balance of the Class M-8 Certificates (after taking into
account the distribution of the Class M-8 Principal Distribution Amount on such
Distribution Date), (x) the Certificate Principal Balance of the Class M-9
Certificates (after taking into account the distribution of the Class M-9
Principal Distribution Amount on such Distribution Date) and (xi) the
Certificate Principal Balance of the Class B-1 Certificates immediately prior to
such Distribution Date over (y) the lesser of (A) the product of (i) 93.40% and
(ii) the aggregate Stated Principal Balance of the Mortgage Loans as of the last
day of the related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period) and (B) the aggregate Stated Principal Balance of the Mortgage Loans as
of the last day of the related Due Period (after giving effect to scheduled
payments of principal due during the related Due Period, to the extent received
or advanced, and unscheduled collections of principal received during the
related Prepayment Period) minus the related Overcollateralization Floor.

                  "Class B-2 Certificate": Any one of the Class B-2 Certificates
executed by the Trustee, and authenticated and delivered by the Certificate
Registrar, substantially in the form annexed hereto as Exhibit A-15,
representing the right to distributions as set forth herein and therein and
evidencing a regular interest in REMIC 2.

                  "Class B-2 Principal Distribution Amount": The excess of (x)
the sum of (i) the aggregate Certificate Principal Balance of the Class A
Certificates (after taking into account the distribution of the Senior Principal
Distribution Amount on such Distribution Date), (ii) the Certificate Principal
Balance of the Class M-1 Certificates (after taking into account the
distribution of the Class M-1 Principal Distribution Amount on such Distribution
Date), (iii) the Certificate Principal Balance of the Class M-2 Certificates
(after taking into account the distribution of the Class M-2 Principal
Distribution Amount on such Distribution Date), (iv) the Certificate Principal
Balance of the Class M-3 Certificates (after taking into account the
distribution of the Class M-3 Principal Distribution Amount on such Distribution
Date), (v) the Certificate Principal Balance of the Class M-4 Certificates
(after taking into account the distribution of the Class M-4 Principal
Distribution Amount on such Distribution Date), (vi) the Certificate Principal
Balance of the Class M-5 Certificates (after taking into account the
distribution of the Class M-5 Principal Distribution Amount on such Distribution
Date), (vii) the Certificate Principal Balance of the Class M-6 Certificates
(after taking into account the distribution of the Class M-6 Principal
Distribution Amount on such Distribution Date), (viii) the Certificate Principal
Balance of the Class M-7 Certificates (after taking into account the
distribution of the Class M-7 Principal Distribution Amount on such Distribution
Date), (ix) the Certificate Principal Balance of the Class M-8 Certificates
(after taking into account the distribution of the Class M-8 Principal
Distribution Amount on such Distribution Date), (x) the Certificate Principal
Balance of the Class M-9 Certificates (after taking into account the
distribution of the Class M-9 Principal Distribution Amount on such Distribution
Date), (xi) the Certificate Principal Balance of the Class B-1 Certificates
(after taking into account the distribution of the Class B-1 Principal
Distribution Amount on such Distribution Date) and (xii) the Certificate
Principal Balance of the Class B-2 Certificates immediately prior to such
Distribution Date over (y) the lesser of (A) the product of (i) 95.90% and


                                       12

<PAGE>



(ii) the aggregate Stated Principal Balance of the Mortgage Loans as of the last
day of the related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period) and (B) the aggregate Stated Principal Balance of the Mortgage Loans as
of the last day of the related Due Period (after giving effect to scheduled
payments of principal due during the related Due Period, to the extent received
or advanced, and unscheduled collections of principal received during the
related Prepayment Period) minus the related Overcollateralization Floor.

                  "Class C Certificates": Any one of the Class C Certificates
executed by the Trustee, and authenticated and delivered by the Certificate
Registrar, substantially in the form annexed hereto as Exhibit A-16,
representing the right to distributions as set forth herein and therein and
evidencing a regular interest in REMIC 3.

                  "Class C Interest": An uncertificated interest in the Trust
Fund held by the Trustee on behalf of the Holders of the Class C Certificates,
evidencing a Regular Interest in REMIC 2 for purposes of the REMIC Provisions.

                  "Class M-1 Certificate": Any one of the Class M-1 Certificates
executed by the Trustee, and authenticated and delivered by the Certificate
Registrar, substantially in the form annexed hereto as Exhibit A-5, representing
the right to distributions as set forth herein and therein and evidencing a
regular interest in REMIC 2.

                  "Class M-1 Principal Distribution Amount": The excess of (x)
the sum of (i) the aggregate Certificate Principal Balance of the Class A
Certificates (after taking into account the distribution of the Senior Principal
Distribution Amount on such Distribution Date) and (ii) the Certificate
Principal Balance of the Class M-1 Certificates immediately prior to such
Distribution Date over (y) the lesser of (A) the product of (i) 59.40% and (ii)
the Stated Principal Balance of the Mortgage Loans as of the last day of the
related Due Period (after giving effect to scheduled payments of principal due
during the related Due Period, to the extent received or advanced, and
unscheduled collections of principal received during the related Prepayment
Period) and (B) the aggregate Stated Principal Balance of the Mortgage Loans as
of the last day of the related Due Period (after giving effect to scheduled
payments of principal due during the related Due Period, to the extent received
or advanced, and unscheduled collections of principal received during the
related Prepayment Period) minus the related Overcollateralization Floor.

                  "Class M-2 Certificate": Any one of the Class M-2 Certificates
executed by the Trustee, and authenticated and delivered by the Certificate
Registrar, substantially in the form annexed hereto as Exhibit A-6, representing
the right to distributions as set forth herein and therein and evidencing a
regular interest in REMIC 2.

                  "Class M-2 Principal Distribution Amount": The excess of (x)
the sum of (i) the aggregate Certificate Principal Balance of the Class A
Certificates (after taking into account the distribution of the Senior Principal
Distribution Amount on such Distribution Date), (ii) the Certificate Principal
Balance of the Class M-1 Certificates (after taking into account the
distribution of the Class M-1 Principal Distribution Amount on such Distribution
Date) and (iii) the Certificate Principal Balance of the Class M-2 Certificates
immediately prior to such Distribution Date over (y)


                                       13

<PAGE>



the lesser of (A) the product of (i) 65.90% and (ii) the aggregate Stated
Principal Balance of the Mortgage Loans as of the last day of the related Due
Period (after giving effect to scheduled payments of principal due during the
related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period) and (B)
the aggregate Stated Principal Balance of the Mortgage Loans as of the last day
of the related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period) minus the related Overcollateralization Floor.

                  "Class M-3 Certificate": Any one of the Class M-3 Certificates
executed by the Trustee, and authenticated and delivered by the Certificate
Registrar, substantially in the form annexed hereto as Exhibit A-7, representing
the right to distributions as set forth herein and therein and evidencing a
regular interest in REMIC 2.

                  "Class M-3 Principal Distribution Amount": The excess of (x)
the sum of (i) the aggregate Certificate Principal Balance of the Class A
Certificates (after taking into account the distribution of the Senior Principal
Distribution Amount on such Distribution Date), (ii) the Certificate Principal
Balance of the Class M-1 Certificates (after taking into account the
distribution of the Class M-1 Principal Distribution Amount on such Distribution
Date), (iii) the Certificate Principal Balance of the Class M-2 Certificates
(after taking into account the distribution of the Class M-2 Principal
Distribution Amount on such Distribution Date) and (iv) the Certificate
Principal Balance of the Class M-3 Certificates immediately prior to such
Distribution Date over (y) the lesser of (A) the product of (i) 69.90% and (ii)
the aggregate Stated Principal Balance of the Mortgage Loans as of the last day
of the related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period) and (B) the aggregate Stated Principal Balance of the Mortgage Loans as
of the last day of the related Due Period (after giving effect to scheduled
payments of principal due during the related Due Period, to the extent received
or advanced, and unscheduled collections of principal received during the
related Prepayment Period) minus the related Overcollateralization Floor.

                  "Class M-4 Certificate": Any one of the Class M-4 Certificates
executed by the Trustee, and authenticated and delivered by the Certificate
Registrar, substantially in the form annexed hereto as Exhibit A-8, representing
the right to distributions as set forth herein and therein and evidencing a
regular interest in REMIC 2.

                  "Class M-4 Principal Distribution Amount": The excess of (x)
the sum of (i) the aggregate Certificate Principal Balance of the Class A
Certificates (after taking into account the distribution of the Senior Principal
Distribution Amount on such Distribution Date), (ii) the Certificate Principal
Balance of the Class M-1 Certificates (after taking into account the
distribution of the Class M-1 Principal Distribution Amount on such Distribution
Date), (iii) the Certificate Principal Balance of the Class M-2 Certificates
(after taking into account the distribution of the Class M-2 Principal
Distribution Amount on such Distribution Date), (iv) the Certificate Principal
Balance of the Class M-3 Certificates (after taking into account the
distribution of the Class M-3 Principal Distribution Amount on such Distribution
Date) and (v) the Certificate Principal Balance of the Class M-4 Certificates
immediately prior to such Distribution Date over (y) the lesser of (A) the


                                       14

<PAGE>



product of (i) 73.90% and (ii) the aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of the related Due Period (after giving effect
to scheduled payments of principal due during the related Due Period, to the
extent received or advanced, and unscheduled collections of principal received
during the related Prepayment Period) and (B) the aggregate Stated Principal
Balance of the Mortgage Loans as of the last day of the related Due Period
(after giving effect to scheduled payments of principal due during the related
Due Period, to the extent received or advanced, and unscheduled collections of
principal received during the related Prepayment Period) minus the related
Overcollateralization Floor.

                  "Class M-5 Certificate": Any one of the Class M-5 Certificates
executed by the Trustee, and authenticated and delivered by the Certificate
Registrar, substantially in the form annexed hereto as Exhibit A-9, representing
the right to distributions as set forth herein and therein and evidencing a
regular interest in REMIC 2.

                  "Class M-5 Principal Distribution Amount": The excess of (x)
the sum of (i) the aggregate Certificate Principal Balance of the Class A
Certificates (after taking into account the distribution of the Senior Principal
Distribution Amount on such Distribution Date), (ii) the Certificate Principal
Balance of the Class M-1 Certificates (after taking into account the
distribution of the Class M-1 Principal Distribution Amount on such Distribution
Date), (iii) the Certificate Principal Balance of the Class M-2 Certificates
(after taking into account the distribution of the Class M-2 Principal
Distribution Amount on such Distribution Date), (iv) the Certificate Principal
Balance of the Class M-3 Certificates (after taking into account the
distribution of the Class M-3 Principal Distribution Amount on such Distribution
Date), (v) the Certificate Principal Balance of the Class M-4 Certificates
(after taking into account the distribution of the Class M-4 Principal
Distribution Amount on such Distribution Date) and (vi) the Certificate
Principal Balance of the Class M-5 Certificates immediately prior to such
Distribution Date over (y) the lesser of (A) the product of (i) 77.90% and (ii)
the aggregate Stated Principal Balance of the Mortgage Loans as of the last day
of the related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period) and (B) the aggregate Stated Principal Balance of the Mortgage Loans as
of the last day of the related Due Period (after giving effect to scheduled
payments of principal due during the related Due Period, to the extent received
or advanced, and unscheduled collections of principal received during the
related Prepayment Period) minus the related Overcollateralization Floor.

                  "Class M-6 Certificate": Any one of the Class M-6 Certificates
executed by the Trustee, and authenticated and delivered by the Certificate
Registrar, substantially in the form annexed hereto as Exhibit A-10,
representing the right to distributions as set forth herein and therein and
evidencing a regular interest in REMIC 2.

                  "Class M-6 Principal Distribution Amount": The excess of (x)
the sum of (i) the aggregate Certificate Principal Balance of the Class A
Certificates (after taking into account the distribution of the Class A
Principal Distribution Amount on such Distribution Date), (ii) the Certificate
Principal Balance of the Class M-1 Certificates (after taking into account the
distribution of the Class M-1 Principal Distribution Amount on such Distribution
Date), (iii) the Certificate Principal Balance of the Class M-2 Certificates
(after taking into account the distribution of the Class


                                       15

<PAGE>



M-2 Principal Distribution Amount on such Distribution Date), (iv) the
Certificate Principal Balance of the Class M-3 Certificates (after taking into
account the distribution of the Class M-3 Principal Distribution Amount on such
Distribution Date), (v) the Certificate Principal Balance of the Class M-4
Certificates (after taking into account the distribution of the Class M-4
Principal Distribution Amount on such Distribution Date), (vi) the Certificate
Principal Balance of the Class M-5 Certificates (after taking into account the
distribution of the Class M-5 Principal Distribution Amount on such Distribution
Date) and (vii) the Certificate Principal Balance of the Class M-6 Certificates
immediately prior to such Distribution Date over (y) the lesser of (A) the
product of (i) 81.40% and (ii) the aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of the related Due Period (after giving effect
to scheduled payments of principal due during the related Due Period, to the
extent received or advanced, and unscheduled collections of principal received
during the related Prepayment Period) and (B) the aggregate Stated Principal
Balance of the Mortgage Loans as of the last day of the related Due Period
(after giving effect to scheduled payments of principal due during the related
Due Period, to the extent received or advanced, and unscheduled collections of
principal received during the related Prepayment Period) minus the related
Overcollateralization Floor.

                  "Class M-7 Certificate": Any one of the Class M-7 Certificates
executed by the Trustee, and authenticated and delivered by the Certificate
Registrar, substantially in the form annexed hereto as Exhibit A-11,
representing the right to distributions as set forth herein and therein and
evidencing a regular interest in REMIC 2.

                  "Class M-7 Principal Distribution Amount": The excess of (x)
the sum of (i) the aggregate Certificate Principal Balance of the Class A
Certificates (after taking into account the distribution of the Senior Principal
Distribution Amount on such Distribution Date), (ii) the Certificate Principal
Balance of the Class M-1 Certificates (after taking into account the
distribution of the Class M-1 Principal Distribution Amount on such Distribution
Date), (iii) the Certificate Principal Balance of the Class M-2 Certificates
(after taking into account the distribution of the Class M-2 Principal
Distribution Amount on such Distribution Date), (iv) the Certificate Principal
Balance of the Class M-3 Certificates (after taking into account the
distribution of the Class M-3 Principal Distribution Amount on such Distribution
Date), (v) the Certificate Principal Balance of the Class M-4 Certificates
(after taking into account the distribution of the Class M-4 Principal
Distribution Amount on such Distribution Date), (vi) the Certificate Principal
Balance of the Class M-5 Certificates (after taking into account the
distribution of the Class M-5 Principal Distribution Amount on such Distribution
Date), (vii) the Certificate Principal Balance of the Class M-6 Certificates
(after taking into account the distribution of the Class M-6 Principal
Distribution Amount on such Distribution Date) and (viii) the Certificate
Principal Balance of the Class M-7 Certificates immediately prior to such
Distribution Date over (y) the lesser of (A) the product of (i) 84.90% and (ii)
the aggregate Stated Principal Balance of the Mortgage Loans as of the last day
of the related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period) and (B) the aggregate Stated Principal Balance of the Mortgage Loans as
of the last day of the related Due Period (after giving effect to scheduled
payments of principal due during the related Due Period, to the extent received
or advanced, and unscheduled collections of principal received during the
related Prepayment Period) minus the related Overcollateralization Floor.


                                       16

<PAGE>



                  "Class M-8 Certificate": Any one of the Class M-8 Certificates
executed by the Trustee, and authenticated and delivered by the Certificate
Registrar, substantially in the form annexed hereto as Exhibit A-12,
representing the right to distributions as set forth herein and therein and
evidencing a regular interest in REMIC 2.

                  "Class M-8 Principal Distribution Amount": The excess of (x)
the sum of (i) the aggregate Certificate Principal Balance of the Class A
Certificates (after taking into account the distribution of the Senior Principal
Distribution Amount on such Distribution Date), (ii) the Certificate Principal
Balance of the Class M-1 Certificates (after taking into account the
distribution of the Class M-1 Principal Distribution Amount on such Distribution
Date), (iii) the Certificate Principal Balance of the Class M-2 Certificates
(after taking into account the distribution of the Class M-2 Principal
Distribution Amount on such Distribution Date), (iv) the Certificate Principal
Balance of the Class M-3 Certificates (after taking into account the
distribution of the Class M-3 Principal Distribution Amount on such Distribution
Date), (v) the Certificate Principal Balance of the Class M-4 Certificates
(after taking into account the distribution of the Class M-4 Principal
Distribution Amount on such Distribution Date), (vi) the Certificate Principal
Balance of the Class M-5 Certificates (after taking into account the
distribution of the Class M-5 Principal Distribution Amount on such Distribution
Date), (vii) the Certificate Principal Balance of the Class M-6 Certificates
(after taking into account the distribution of the Class M-6 Principal
Distribution Amount on such Distribution Date), (viii) the Certificate Principal
Balance of the Class M-7 Certificates (after taking into account the
distribution of the Class M-7 Principal Distribution Amount on such Distribution
Date) and (ix) the Certificate Principal Balance of the Class M-8 Certificates
immediately prior to such Distribution Date over (y) the lesser of (A) the
product of (i) 87.90% and (ii) the aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of the related Due Period (after giving effect
to scheduled payments of principal due during the related Due Period, to the
extent received or advanced, and unscheduled collections of principal received
during the related Prepayment Period) and (B) the aggregate Stated Principal
Balance of the Mortgage Loans as of the last day of the related Due Period
(after giving effect to scheduled payments of principal due during the related
Due Period, to the extent received or advanced, and unscheduled collections of
principal received during the related Prepayment Period) minus the related
Overcollateralization Floor.

                  "Class M-9 Certificate": Any one of the Class M-9 Certificates
executed by the Trustee, and authenticated and delivered by the Certificate
Registrar, substantially in the form annexed hereto as Exhibit A-13,
representing the right to distributions as set forth herein and therein and
evidencing a regular interest in REMIC 2.

                  "Class M-9 Principal Distribution Amount": The excess of (x)
the sum of (i) the Certificate Principal Balance of the Class A Certificates
(after taking into account the distribution of the Senior Principal Distribution
Amount on such Distribution Date), (ii) the aggregate Certificate Principal
Balance of the Class M-1 Certificates (after taking into account the
distribution of the Class M-1 Principal Distribution Amount on such Distribution
Date), (iii) the Certificate Principal Balance of the Class M-2 Certificates
(after taking into account the distribution of the Class M-2 Principal
Distribution Amount on such Distribution Date), (iv) the Certificate Principal
Balance of the Class M-3 Certificates (after taking into account the
distribution of the Class M-3 Principal Distribution Amount on such Distribution
Date), (v) the Certificate Principal Balance of the Class M-4


                                       17

<PAGE>



Certificates (after taking into account the distribution of the Class M-4
Principal Distribution Amount on such Distribution Date), (vi) the Certificate
Principal Balance of the Class M-5 Certificates (after taking into account the
distribution of the Class M-5 Principal Distribution Amount on such Distribution
Date), (vii) the Certificate Principal Balance of the Class M-6 Certificates
(after taking into account the distribution of the Class M-6 Principal
Distribution Amount on such Distribution Date), (viii) the Certificate Principal
Balance of the Class M-7 Certificates (after taking into account the
distribution of the Class M-7 Principal Distribution Amount on such Distribution
Date), (ix) the Certificate Principal Balance of the Class M-8 Certificates
(after taking into account the distribution of the Class M-8 Principal
Distribution Amount on such Distribution Date) and (x) the Certificate Principal
Balance of the Class M-9 Certificates immediately prior to such Distribution
Date over (y) the lesser of (A) the product of (i) 90.40% and (ii) the aggregate
Stated Principal Balance of the Mortgage Loans as of the last day of the related
Due Period (after giving effect to scheduled payments of principal due during
the related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period) and (B)
the aggregate Stated Principal Balance of the Mortgage Loans as of the last day
of the related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period) minus the related Overcollateralization Floor.

                  "Class P Certificates": Any one of the Class P Certificates
executed by the Trustee, and authenticated and delivered by the Certificate
Registrar, substantially in the form annexed hereto as Exhibit A-17,
representing the right to distributions as set forth herein and therein and
evidencing a regular interest in REMIC 4.

                  "Class P Interest": An uncertificated interest in the Trust
Fund held by the Trustee on behalf of the Holders of the Class P Certificates,
evidencing a Regular Interest in REMIC 4 for purposes of the REMIC Provisions.

                  "Class R Certificate": The Class R Certificate executed by the
Trustee, and authenticated and delivered by the Certificate Registrar,
substantially in the form annexed hereto as Exhibit A-18 and evidencing the
ownership of the Class R-1 Interest and the Class R-2 Interest.

                  "Class R-X Certificate": The Class R-X Certificate executed by
the Trustee, and authenticated and delivered by the Certificate Registrar,
substantially in the form annexed hereto as Exhibit A-19 and evidencing the
ownership of the Class R-3 Interest and the Class R-4 Interest.

                  "Class R-1 Interest": The uncertificated Residual Interest in
REMIC 1.

                  "Class R-2 Interest": The uncertificated Residual Interest in
REMIC 2.

                  "Class R-3 Interest": The uncertificated Residual Interest in
REMIC 3.

                  "Class R-4 Interest": The uncertificated Residual Interest in
REMIC 4.



                                       18

<PAGE>



                  "Close of Business": As used herein, with respect to any
Business Day, 5:00 p.m. (New York time).

                  "Closing Date": August 6, 2004.

                  "Code":  The Internal Revenue Code of 1986, as amended.

                  "Collection Account": The account or accounts created and
maintained by each Servicer pursuant to Section 3.10(a), which shall be entitled
"Saxon Mortgage Services, Inc., as a servicer for Deutsche Bank National Trust
Company as Trustee, in trust for registered Holders of Soundview Home Loan Trust
2004-1, Asset-Backed Certificates, Series 2004-1" and "HomEq Servicing
Corporation, as a servicer for Deutsche Bank National Trust Company as Trustee,
in trust for registered Holders of Soundview Home Loan Trust 2004-1,
Asset-Backed Certificates, Series 2004-1," each of which must be an Eligible
Account.

                  "Compensating Interest": With respect to any Distribution
Date, an amount equal to Prepayment Interest Shortfalls during the related
Prepayment Period, but not more than the related Servicing Fee for the
immediately preceding Due Period.

                  "Corporate Trust Office": The principal corporate trust office
of the Trustee at which at any particular time its corporate trust business in
connection with this Agreement shall be administered, which office at the date
of the execution of this instrument is located at 1761 East St. Andrew Place,
Santa Ana, CA 92705-4934, Attn: Trust Administration-- GC04S2, or at such other
address as the Trustee may designate from time to time by notice to the
Certificateholders, the Depositor and the Servicers.

                  "Corresponding Certificate": With respect to each REMIC 1
Regular Interest set forth below, the corresponding Regular Certificate set
forth in the table below:


        REMIC 1 REGULAR INTEREST                  Regular Certificate
        ------------------------                  -------------------
                  LTA1                                 Class A-1
                  LTA2                                 Class A-2
                  LTA3                                 Class A-3
                  LTA4                                 Class A-4
                  LTM1                                 Class M-1
                  LTM2                                 Class M-2
                  LTM3                                 Class M-3
                  LTM4                                 Class M-4
                  LTM5                                 Class M-5
                  LTM6                                 Class M-6
                  LTM7                                 Class M-7
                  LTM8                                 Class M-8
                  LTM9                                 Class M-9
                  LTB1                                 Class B-1
                  LTB2                                 Class B-2
                  LTP                                   Class P



                                       19

<PAGE>



                  "Credit Enhancement Percentage": For any Distribution Date,
the percentage equivalent of a fraction, the numerator of which is the sum of
the aggregate Certificate Principal Balances of the Mezzanine Certificates, the
Class B Certificates and the Class C Certificates and the denominator of which
is the aggregate Stated Principal Balance of the Mortgage Loans, calculated
prior to taking into account payments of principal on the Mortgage Loans and
distribution of the Principal Distribution Amount to the Holders of the
Certificates then entitled to distributions of principal on such Distribution
Date.

                  "Custodian": Deutsche Bank National Trust Company, as
custodian of the Mortgage Files, or any successor thereto.

                  "Cut-off Date": With respect to each Mortgage Loan, the later
of (i) the date of origination of such Mortgage Loan or (ii) the Close of
Business on August 1, 2004.

                  "Cut-off Date Principal Balance": With respect to any Mortgage
Loan, the unpaid Stated Principal Balance thereof as of the Cut-off Date of such
Mortgage Loan (or as of the applicable date of substitution with respect to a
Qualified Substitute Mortgage Loan), after giving effect to scheduled payments
due on or before the Cut-off Date, whether or not received.

                  "Debt Service Reduction": With respect to any Mortgage Loan, a
reduction in the scheduled Monthly Payment for such Mortgage Loan by a court of
competent jurisdiction in a proceeding under the Bankruptcy Code, except such a
reduction resulting from a Deficient Valuation.

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

                  "Definitive Certificates": As defined in Section 5.02(c)
hereof.

                  "Delayed Delivery Mortgage Loan": The Mortgage Loans
identified on Schedule II attached hereto.

                  "Delayed Delivery Transfer Date": As defined in Section 2.10.

                  "Deleted Mortgage Loan": A Mortgage Loan replaced or to be
replaced by one or more Qualified Substitute Mortgage Loans.

                  "Delinquency Percentage": For any Distribution Date, the
percentage obtained by dividing (x) the aggregate Stated Principal Balance of
Mortgage Loans that are Delinquent 60 days or more, that are in foreclosure or
that are REO Properties by (y) the aggregate Stated Principal Balance of the
Mortgage Loans, in each case, as of the last day of the previous calendar month.

                  "Delinquent": With respect to any Mortgage Loan and related
Monthly Payment, the Monthly Payment due on a Due Date which is not made by the
Close of Business on the next


                                       20

<PAGE>



scheduled Due Date for such Mortgage Loan. For example, a Mortgage Loan is 60 or
more days Delinquent if the Monthly Payment due on a Due Date is not made by the
Close of Business on the second scheduled Due Date after such Due Date.

                  "Depositor": Financial Asset Securities Corp., a Delaware
corporation, or any successor in interest.

                  "Depository": The initial Depository shall be The Depository
Trust Company, whose nominee 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(3) of the Uniform Commercial Code of
the State of New York. Upon request, the Depository may also be Clearstream
Banking Luxembourg and the Euroclear System.

                  "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 calendar month in which such Distribution Date occurs or, if
such 15th day is not a Business Day, the Business Day immediately preceding such
15th day.

                  "Directly Operate": With respect to any REO Property, the
furnishing or rendering of services to the tenants thereof, the management or
operation of such REO Property, the holding of such REO Property primarily for
sale to customers, the performance of any construction work thereon or any use
of such REO Property in a trade or business conducted by any REMIC other than
through an Independent Contractor; provided, however, that the Trustee (or the
related Servicer on behalf of the Trustee) shall not be considered to Directly
Operate an REO Property solely because the Trustee (or the related Servicer on
behalf of the Trustee) establishes rental terms, chooses tenants, enters into or
renews leases, deals with taxes and insurance, or makes decisions as to repairs
or capital expenditures with respect to such REO Property.

                  "Disqualified Organization": A "disqualified organization"
under Section 860E of the Code, which as of the Closing Date is any of: (i) the
United States, any state or political subdivision thereof, any foreign
government, any international organization, or any agency or instrumentality of
any of the foregoing, (ii) any organization (other than a cooperative described
in Section 521 of the Code) which is exempt from the tax imposed by Chapter 1 of
the Code unless such organization is subject to the tax imposed by Section 511
of the Code, (iii) any organization described in Section 1381(a)(2)(C) of the
Code, (iv) an "electing large partnership" within the meaning of Section 775 of
the Code or (v) any other Person so designated by the Trustee based upon an
Opinion of Counsel provided by nationally recognized counsel to the Trustee that
the holding of an ownership interest in a Residual Certificate by such Person
may cause any REMIC formed hereunder or any Person having an ownership interest
in any Class of Certificates (other than such Person) to incur liability for any
federal tax imposed under the Code that would not otherwise be imposed but for
the transfer of an ownership interest in the Residual Certificate to such
Person. A


                                       21

<PAGE>



corporation will not be treated as an instrumentality of the United States or of
any state or political subdivision thereof, if all of its activities are subject
to tax and a majority of its board of directors is not selected by a
governmental unit. The term "United States", "state" and "international
organizations" shall have the meanings set forth in Section 7701 of the Code.

                  "Distribution Account": The trust account or accounts created
and maintained by the Trustee pursuant to Section 3.10(b) which shall be
entitled "Distribution Account, Deutsche Bank National Trust Company, as
Trustee, in trust for the registered Certificateholders of Soundview Home Loan
Trust 2004-1, Asset-Backed Certificates, Series 2004-1" and which must be an
Eligible Account.

                  "Distribution Date": The 25th day of any calendar month, or if
such 25th day is not a Business Day, the Business Day immediately following such
25th day, commencing in September 2004.

                  "Due Date": With respect to each Mortgage Loan and any
Distribution Date, the first day of the calendar month in which such
Distribution Date occurs on which the Monthly Payment for such Mortgage Loan was
due (or, in the case of any Mortgage Loan under the terms of which the Monthly
Payment for such Mortgage Loan was due on a day other than the first day of the
calendar month in which such Distribution Date occurs, the day during the
related Due Period on which such Monthly Payment was due), exclusive of any days
of grace.

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

                  "Eligible Account": Any of (i) an account or accounts
maintained with a federal or state chartered depository institution or trust
company the short-term unsecured debt obligations of which (or, in the case of a
depository institution or trust company that is the principal subsidiary of a
holding company, the short-term unsecured debt obligations of such holding
company) are rated A-1 by S&P, F-1 by Fitch and P-1 by Moody's (or comparable
ratings if S&P, Fitch and Moody's are not the Rating Agencies) at the time any
amounts are held on deposit therein, (ii) an account or accounts the deposits in
which are fully insured by the FDIC (to the limits established by such
corporation), the uninsured deposits in which account are otherwise secured such
that, as evidenced by an Opinion of Counsel delivered to the Trustee and to each
Rating Agency, the Certificateholders will have a claim with respect to the
funds in such account or a perfected first priority security interest against
such 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 with which such account is maintained, (iii) a trust
account or accounts maintained with the trust department of a federal or state
chartered depository institution, national banking association or trust company
acting in its fiduciary capacity or (iv) an account otherwise acceptable to each
Rating Agency without reduction or withdrawal of their then current ratings of
the Certificates as evidenced by a letter from each Rating Agency to the
Trustee. Eligible Accounts may bear interest.

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



                                       22

<PAGE>




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

                  "Escrow Payments": The amounts constituting ground rents,
taxes, assessments, water rates, fire and hazard insurance premiums and other
payments required to be escrowed by the Mortgagor with the mortgagee pursuant to
any Mortgage Loan.

                  "Excess Overcollateralized Amount": With respect to the Class
A Certificates, the Mezzanine Certificates and the Class B Certificates and any
Distribution Date, the excess, if any, of (i) the Overcollateralized Amount for
such Distribution Date, assuming that 100% of the Principal Remittance Amount is
applied as a principal payment on such Distribution Date over (ii) the
Overcollateralization Target Amount for such Distribution Date.

                  "Extra Principal Distribution Amount": With respect to any
Distribution Date, the lesser of (x) the Monthly Interest Distributable Amount
distributable on the Class C Certificates on such Distribution Date as reduced
by Realized Losses allocated thereto with respect to such Distribution Date
pursuant to Section 4.08 and (y) the Overcollateralization Deficiency Amount for
such Distribution Date.

                  "Fannie Mae": Federal National Mortgage Association or any
successor thereto.

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

                  "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 related Originator, the Seller or the related Servicer pursuant
to or as contemplated by Section 2.03 or 10.01), a determination made by the
related Servicer that all Insurance Proceeds, Net Liquidation Proceeds and other
payments or recoveries which the related Servicer, in its reasonable good faith
judgment, expects to be finally recoverable in respect thereof have been so
recovered. Each Servicer shall maintain records, prepared by a Servicing
Officer, of each Final Recovery Determination made thereby.

                  "Fitch": Fitch Ratings, or its successor in interest.

                  "Fixed-Rate Mortgage Loan": A first or second lien Mortgage
Loan which provides for a fixed Mortgage Rate payable with respect thereto.

                  "Formula Rate": For any Distribution Date and the Class A
Certificates, the Mezzanine Certificates and the Class B Certificates, the
lesser of (i) the Base Rate and (ii) the Maximum Cap Rate.

                  "Freddie Mac": The Federal Home Loan Mortgage Corporation, or
any successor thereto.



                                       23

<PAGE>



                  "Gross Margin": With respect to each Adjustable-Rate 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 Adjustable-Rate
Mortgage Loan.

                  "Highest Priority": As of any date of determination, the Class
of Mezzanine Certificates or Class B Certificates then outstanding with a
Certificate Principal Balance greater than zero, with the highest priority for
payments pursuant to Section 4.01, in the following order of decreasing
priority: Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6,
Class M-7, Class M-8, Class M-9, Class B-1 and Class B-2 Certificates.

                  "Independent": When used with respect to any specified Person,
any such Person who (a) is in fact independent of the Depositor, each Servicer
and their respective Affiliates, (b) does not have any direct financial interest
in or any material indirect financial interest in the Depositor or either
Servicer or any Affiliate thereof, and (c) is not connected with the Depositor
or either Servicer or any Affiliate thereof as an officer, employee, promoter,
underwriter, trustee, partner, director or Person performing similar functions;
provided, however, that a Person shall not fail to be Independent of the
Depositor or either Servicer or any Affiliate thereof merely because such Person
is the beneficial owner of 1% or less of any class of securities issued by the
Depositor or either Servicer or any Affiliate thereof, as the case may be.

                  "Independent Contractor": Either (i) any Person (other than
the Servicers) that would be an "independent contractor" with respect to any of
the REMICs created hereunder within the meaning of Section 856(d)(3) of the Code
if such REMIC were a real estate investment trust (except that the ownership
tests set forth in that section shall be considered to be met by any Person that
owns, directly or indirectly, 35% or more of any Class of Certificates), so long
as each such REMIC does not receive or derive any income from such Person and
provided that the relationship between such Person and such REMIC is at arm's
length, all within the meaning of Treasury Regulation Section 1.856-4(b)(5), or
(ii) any other Person (including the Servicers) if the Trustee has received an
Opinion of Counsel to the effect that the taking of any action in respect of any
REO Property by such Person, subject to any conditions therein specified, that
is otherwise herein contemplated to be taken by an Independent Contractor will
not cause such REO Property to cease to qualify as "foreclosure property" within
the meaning of Section 860G(a)(8) of the Code (determined without regard to the
exception applicable for purposes of Section 860D(a) of the Code), or cause any
income realized in respect of such REO Property to fail to qualify as Rents from
Real Property.

                  "Index": With respect to each Adjustable-Rate Mortgage Loan
and with respect to each related Adjustment Date, the index as specified in the
related Mortgage Note.

                  "Initial Certificate Principal Balance": With respect to any
Regular Certificate, the amount designated "Initial Certificate Principal
Balance" on the face thereof.

                  "Insurance Proceeds": Proceeds of any title policy, hazard
policy or other insurance policy covering a Mortgage Loan, to the extent such
proceeds are received by the related Servicer and are not to be applied to the
restoration of the related Mortgaged Property or released to the Mortgagor in
accordance with the procedures that the related Servicer would follow in
servicing


                                       24

<PAGE>



mortgage loans held for its own account, subject to the terms and conditions of
the related Mortgage Note and Mortgage.

                  "Interest Determination Date": With respect to the Class A
Certificates, the Mezzanine Certificates and the Class B Certificates and each
Accrual Period, the second LIBOR Business Day preceding the commencement of such
Accrual Period.

                  "Interest Remittance Amount": With respect to any Distribution
Date, that portion of the Available Funds for such Distribution Date
attributable to interest received or advanced with respect to the Mortgage
Loans.

                  "Late Collections": With respect to any Mortgage Loan, all
amounts received subsequent to the Determination Date immediately following any
related Due Period, whether as late payments of Monthly Payments or as Insurance
Proceeds, Liquidation Proceeds or otherwise, which represent late payments or
collections of principal and/or interest due (without regard to any acceleration
of payments under the related Mortgage and Mortgage Note) but delinquent on a
contractual basis for such Due Period and not previously recovered.

                  "LIBOR": With respect to each Accrual Period, the rate
determined by the Trustee on the related Interest Determination Date on the
basis of the London interbank offered rate for one- month United States dollar
deposits, as such rate appears on the Telerate Page 3750, as of 11:00 a.m.
(London time) on such Interest Determination Date. If such rate does not appear
on Telerate Page 3750, the rate for such Interest Determination Date will be
determined on the basis of the offered rates of the Reference Banks for
one-month United States dollar deposits, as of 11:00 a.m. (London time) on such
Interest Determination Date. The Trustee will request the principal London
office of each of the Reference Banks to provide a quotation of its rate. On
such Interest Determination Date, LIBOR for the related Accrual Period will be
established by the Trustee as follows:

                  (i) If on such Interest Determination Date two or more
         Reference Banks provide such offered quotations, LIBOR for the related
         Accrual Period shall be the arithmetic mean of such offered quotations
         (rounded upwards if necessary to the nearest whole multiple of 1/16 of
         1%); and

                  (ii) If on such Interest Determination Date fewer than two
         Reference Banks provide such offered quotations, LIBOR for the related
         Accrual Period shall be the higher of (i) LIBOR as determined on the
         previous Interest Determination Date and (ii) the Reserve Interest
         Rate.

                  "LIBOR Business Day": Any day on which banks in London,
England and The City of New York are open and conducting transactions in foreign
currency and exchange.

                  "Liquidated Mortgage Loan": As to any Distribution Date,
either (i) any Mortgage Loan in respect of which the related Servicer has
determined, in its reasonable judgment, as of the end of the related Prepayment
Period, that all Liquidation Proceeds which it expects to recover with respect
to the liquidation of the Mortgage Loan or disposition of the related REO
Property have been recovered or (ii) any Mortgage Loan that is a second lien
Mortgage Loan (a) that is delinquent 180


                                       25

<PAGE>



days or longer, (b) for which the related first lien mortgage loan is not a
Mortgage Loan and (c) as to which the related Servicer has made a Final Recovery
Determination.

                  "Liquidation Event": With respect to any Mortgage Loan, any of
the following events: (i) such Mortgage Loan is paid in full, (ii) a Final
Recovery Determination is made as to such Mortgage Loan or (iii) such Mortgage
Loan is removed from the Trust Fund by reason of its being purchased, sold or
replaced pursuant to or as contemplated by Section 2.03, Section 3.16(c) or
Section 10.01. With respect to any REO Property, either of the following events:
(i) a Final Recovery Determination is made as to such REO Property or (ii) such
REO Property is removed from the Trust Fund by reason of its being sold or
purchased pursuant to Section 3.23 or Section 10.01.

                  "Liquidation Proceeds": The amount (other than amounts
received in respect of the rental of any REO Property prior to REO Disposition)
received by the related Servicer in connection with (i) the taking of all or a
part of a Mortgaged Property by exercise of the power of eminent domain or
condemnation, (ii) the liquidation of a defaulted Mortgage Loan by means of a
trustee's sale, foreclosure sale or otherwise or (iii) the repurchase,
substitution or sale of a Mortgage Loan or an REO Property pursuant to or as
contemplated by Section 2.03, Section 3.16(c), Section 3.23 or Section 10.01.

                  "Loan-to-Value Ratio": As of any date and as to any Mortgage
Loan, the fraction, expressed as a percentage, the numerator of which is the
Stated Principal Balance of the Mortgage Loan and the denominator of which is
the Value of the related Mortgaged Property.

                  "Losses":  As defined in Section 9.03.

                  "Lost Note Affidavit": With respect to any Mortgage Loan as to
which the original Mortgage Note has been permanently lost, misplaced or
destroyed and has not been replaced, an affidavit from the related Originator
certifying that the original Mortgage Note has been lost, misplaced or destroyed
(together with a copy of the related Mortgage Note) and indemnifying the Trust
against any loss, cost or liability resulting from the failure to deliver the
original Mortgage Note in the form of Exhibit H hereto.

                  "Majority Certificateholders": The Holders of Certificates
evidencing at least 51% of the Voting Rights.

                  "Marker Rate": With respect to the Class C Interest and any
Distribution Date, a per annum rate equal to two (2) times the weighted average
of the Uncertificated REMIC 1 Pass- Through Rates for REMIC 1 Regular Interest
LTA1, REMIC 1 Regular Interest LTA2, REMIC 1 Regular Interest LTA3, REMIC 1
Regular Interest LTA4, REMIC 1 Regular Interest LTM1, REMIC 1 Regular Interest
LTM2, REMIC 1 Regular Interest LTM3, REMIC 1 Regular Interest LTM4, REMIC 1
Regular Interest LTM5, REMIC 1 Regular Interest LTM6, REMIC 1 Regular Interest
LTM7, REMIC 1 Regular Interest LTM8, REMIC 1 Regular Interest LTM9, REMIC 1
Regular Interest LTB1, REMIC 1 Regular Interest LTB2 and REMIC 1 Regular
Interest LTZZ, with the rate on each such REMIC 1 Regular Interest (other than
REMIC 1 Regular Interest LTZZ) subject to a cap equal to the lesser of (i) LIBOR
plus the Certificate Margin for the Corresponding Certificate and (ii) the
related Net WAC Rate for the purpose of this calculation; and with the rate on
REMIC


                                       26

<PAGE>



1 Regular Interest LTZZ subject to a cap of zero for the purpose of this
calculation; provided, however, that for this purpose, calculations of the
Uncertificated REMIC 1 Pass-Through Rate and the related caps with respect to
each such REMIC 1 Regular Interest (other than REMIC 1 Regular Interest LTZZ)
shall be multiplied by a fraction, the numerator of which is the actual number
of days elapsed in the related Accrual Period and the denominator of which is
30.

                  "Master Agreements": The Master Mortgage Loan Purchase and
Interim Servicing Agreement, between the related Originator and the Seller.

                  "Maximum Cap Rate": For any Distribution Date and the Class A
Certificates, the Mezzanine Certificates and the Class B Certificates, a per
annum rate equal to the product of (x) the weighted average of the Adjusted Net
Maximum Mortgage Rates of the Mortgage Loans, weighted on the basis of the
outstanding Stated Principal Balances of the Mortgage Loans as of the first day
of the month preceding the month of such Distribution Date and (y) a fraction,
the numerator of which is 30 and the denominator of which is the actual number
of days elapsed in the related Accrual Period.

                  "Maximum Uncertificated Accrued Interest Deferral Amount":
With respect to any Distribution Date, the excess of (a) accrued interest at the
Uncertificated REMIC 1 Pass-Through Rate applicable to REMIC 1 Regular Interest
LTZZ for such Distribution Date on a balance equal to the Uncertificated
Principal Balance of REMIC 1 Regular Interest LTZZ minus the REMIC 1
Overcollateralization Amount, in each case for such Distribution Date, over (b)
the sum of the Uncertificated Accrued Interest on REMIC 1 Regular Interest LTA1,
REMIC 1 Regular Interest LTA2, REMIC 1 Regular Interest LTA3, REMIC 1 Regular
Interest LTA4, REMIC 1 Regular Interest LTM1, REMIC 1 Regular Interest LTM2,
REMIC 1 Regular Interest LTM3, REMIC 1 Regular Interest LTM4, REMIC 1 Regular
Interest LTM5, REMIC 1 Regular Interest LTM6, REMIC 1 Regular Interest LTM7,
REMIC 1 Regular Interest LTM8, REMIC 1 Regular Interest LTM9, REMIC 1 Regular
Interest LTB1 and REMIC 1 Regular Interest LTB2 with the rate on each such REMIC
1 Regular Interest subject to a cap equal to the lesser of (i) LIBOR plus the
related Certificate Margin for the Corresponding Certificate and (ii) the
related Net WAC Rate for the purpose of this calculation; provided, however,
that for this purpose, calculations of the Uncertificated REMIC 1 Pass-Through
Rate and the related caps with respect to each such REMIC 1 Regular Interest
shall be multiplied by a fraction, the numerator of which is the actual number
of days elapsed in the related Accrual Period and the denominator of which is
30.

                  "Maximum Mortgage Rate": With respect to each Adjustable-Rate
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.



                                       27

<PAGE>



                  "Mezzanine Certificate": Any Class M-1 Certificate, Class M-2
Certificate, Class M-3 Certificate, Class M-4 Certificate, Class M-5
Certificate, Class M-6 Certificate, Class M-7 Certificate, Class M-8 Certificate
or Class M-9 Certificate.

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

                  "Minimum Mortgage Rate": With respect to each Adjustable-Rate
Mortgage Loan, the percentage set forth in the related Mortgage Note as the
minimum Mortgage Rate thereunder.

                  "MOM Loan": With respect to any Accredited Mortgage Loan, MERS
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 Interest Distributable Amount": With respect to the
Class A Certificates, the Mezzanine Certificates, the Class B Certificates and
the Class C Certificates and any Distribution Date, the amount of interest
accrued during the related Accrual Period at the related Pass-Through Rate on
the Certificate Principal Balance (or Notional Amount in the case of the Class C
Certificates) of such Class immediately prior to such Distribution Date, in each
case, reduced by any Net Prepayment Interest Shortfalls and Relief Act Interest
Shortfalls (allocated to such Certificate based on its respective entitlements
to interest irrespective of any Net Prepayment Interest Shortfalls and Relief
Act Interest Shortfalls for such Distribution Date).

                  "Monthly Payment": With respect to any Mortgage Loan, the
scheduled monthly payment of principal and interest on such Mortgage Loan which
is payable by the related Mortgagor from time to time under the related Mortgage
Note, determined: (a) after giving effect to (i) any Deficient Valuation and/or
Debt Service Reduction with respect to such Mortgage Loan and (ii) any reduction
in the amount of interest collectible from the related Mortgagor pursuant to the
Relief Act; (b) without giving effect to any extension granted or agreed to by
the related Servicer pursuant to Section 3.07; and (c) on the assumption that
all other amounts, if any, due under such Mortgage Loan are paid when due.

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

                  "Mortgage": The mortgage, deed of trust or other instrument
creating a first or second lien on, or first or second priority security
interest in, a Mortgaged 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 required
to be added to the Mortgage File pursuant to this Agreement.

                  "Mortgage Loan": Each mortgage loan transferred and assigned
to the Trustee pursuant to Section 2.01 or Section 2.03(d) as from time to time
held as a part of the Trust Fund, the Mortgage Loans so held being identified in
the Mortgage Loan Schedule.



                                       28

<PAGE>



                  "Mortgage Loan Schedule":As of any date, the list of Mortgage
Loans included in REMIC 1 on such date, attached hereto as Exhibit D. The
Mortgage Loan Schedule shall be prepared by the Seller and shall set forth the
following information with respect to each Mortgage Loan, as applicable:

                  (1) the Mortgage Loan identifying number;

                  (2) [reserved];

                  (3) the state and zip code of the Mortgaged Property;

                  (4) a code indicating whether the Mortgaged Property was
         represented by the borrower, at the time of origination, as being
         owner-occupied;

                  (5) the type of Residential Dwelling constituting the
         Mortgaged Property;

                  (6) the original months to maturity;

                  (7) the stated remaining months to maturity from the Cut-off
         Date based on the original amortization schedule;

                  (8) the Loan-to-Value Ratio at origination;

                  (9) the Mortgage Rate in effect immediately following the
         Cut-off Date;

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

                  (11) the stated maturity date;

                  (12) the amount of the Monthly Payment at origination;

                  (13) the amount of the Monthly Payment due on the first Due
         Date after the Cut- off Date;

                  (14) the last Due Date on which a Monthly Payment was actually
         applied to the unpaid Stated Principal Balance;

                  (15) the original principal amount of the Mortgage Loan;

                  (16) the Stated Principal Balance of the Mortgage Loan as of
         the Close of Business on the Cut-off Date;

                  (17) a code indicating the purpose of the Mortgage Loan (i.e.,
         purchase financing, rate/term refinancing, cash-out refinancing);

                  (18) the Mortgage Rate at origination;


                                       29

<PAGE>



                  (19) a code indicating the documentation program (i.e., full
         documentation, limited income verification, no income verification,
         alternative income verification);

                  (20) the risk grade;

                  (21) the Value of the Mortgaged Property;

                  (22) the sale price of the Mortgaged Property, if applicable;

                  (23) the actual unpaid Principal Balance of the Mortgage Loan
         as of the Cut-off Date;

                  (24) the type and term of the related Prepayment Charge;

                  (25) with respect to any Adjustable-Rate Mortgage Loan, the
         rounding code, the Minimum Mortgage Rate, the Maximum Mortgage Rate,
         the Gross Margin, the next Adjustment Date and the Periodic Rate Cap;
         and

                  (26) the program code.

                  The Mortgage Loan Schedule shall set forth the following
information, with respect to the Mortgage Loans in the aggregate as of the
Cut-off Date: (1) the number of Mortgage Loans; (2) the current Stated Principal
Balance of the Mortgage Loans; (3) the weighted average Mortgage Rate of the
Mortgage Loans and (4) the weighted average remaining term to maturity of the
Mortgage Loans. The Mortgage Loan Schedule shall be amended from time to time by
the Servicers in accordance with the provisions of this Agreement. With respect
to any Qualified Substitute Mortgage Loan, Cut-off Date shall refer to the
related Cut-off Date for such Mortgage Loan, determined in accordance with the
definition of Cut-off Date herein.

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

                  "Mortgage Pool": The pool of Mortgage Loans, identified on
Exhibit D from time to time, and any REO Properties acquired in respect thereof.

                  "Mortgage Rate": With respect to each Fixed-Rate Mortgage
Loan, the rate set forth in the related Mortgage Note. With respect to each
Adjustable-Rate Mortgage Loan, the annual rate at which interest accrues on such
Mortgage Loan from time to time in accordance with the provisions of the related
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
Mortgage 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, to equal the sum, rounded
as provided in the Mortgage Note, of the Index, determined as set forth in the
related Mortgage Note, plus the related Gross Margin subject to the limitations
set forth in the related Mortgage Note. With respect to each Mortgage Loan that
becomes an REO Property, as of


                                       30

<PAGE>



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, including any REO Property, consisting of a fee simple estate in
a parcel of real property improved by a Residential Dwelling.

                  "Mortgagor":  The obligor on a Mortgage Note.

                  "Net Liquidation Proceeds": With respect to any Liquidated
Mortgage Loan or any other disposition of related Mortgaged Property (including
REO Property) the related Liquidation Proceeds and Insurance Proceeds net of
Advances, Servicing Advances, Servicing Fees and any other accrued and unpaid
servicing fees or ancillary income received and retained in connection with the
liquidation of such Mortgage Loan or Mortgaged Property.

                  "Net Monthly Excess Cashflow": With respect to each
Distribution Date, the sum of (a) any Overcollateralization Release Amount for
such Distribution Date and (b) the excess of (x) Available Funds for such
Distribution Date over (y) the sum for such Distribution Date of (A) the Monthly
Interest Distributable Amounts for the Class A Certificates, the Mezzanine
Certificates and the Class B Certificates, (B) the Unpaid Interest Shortfall
Amounts for the Class A Certificates and (C) the Principal Remittance Amount.

                  "Net Mortgage Rate": With respect to any Mortgage Loan (or the
related REO Property), as of any date of determination, a per annum rate of
interest equal to the then applicable Mortgage Rate for such Mortgage Loan minus
the Servicing Fee Rate.

                  "Net Prepayment Interest Shortfall": With respect to any
Distribution Date, the excess, if any, of any Prepayment Interest Shortfalls for
such date over the related Compensating Interest.

                  "Net WAC Rate": For any Distribution Date and the Class A
Certificates, the Mezzanine Certificates and the Class B Certificates, a per
annum rate equal to the product of (x) the weighted average of the Adjusted Net
Mortgage Rates of the Mortgage Loans, weighted on the basis of the outstanding
Stated Principal Balances of the Mortgage Loans as of the first day of the month
preceding the month of such Distribution Date and (y) a fraction, the numerator
of which is 30 and the denominator of which is the actual number of days elapsed
in the related Accrual Period. For federal income tax purposes, the economic
equivalent of such rate shall be expressed as the weighted average of the REMIC
1 Pass-Through Rates on the REMIC 1 Regular Interests, weighted on the basis of
the Uncertificated Principal Balance of each such REMIC 1 Regular Interest.

                  "Net WAC Rate Carryover Amount": With respect to the Class A
Certificates, the Mezzanine Certificates and the Class B Certificates and any
Distribution Date, the sum of (A) the positive excess of (i) the amount of
interest accrued on such Class of Certificates on such Distribution Date
calculated at the related Formula Rate, over (ii) the amount of interest accrued
on such Class of Certificates at the Net WAC Rate for such Distribution Date and
(B) the Net WAC Rate Carryover Amount for the previous Distribution Date not
previously paid, together with interest


                                       31

<PAGE>



thereon at a rate equal to the related Formula Rate for such Class of
Certificates for such Distribution Date and for such Accrual Period.

                  "Net WAC Rate Carryover Reserve Account": The account
established and maintained pursuant to Section 4.06.

                  "New Lease": Any lease of REO Property entered into on behalf
of the Trust, including any lease renewed or extended on behalf of the Trust if
the Trust has the right to renegotiate the terms of such lease.

                  "Nonrecoverable Advance": Any Advance or Servicing Advance
previously made or proposed to be made in respect of a Mortgage Loan or REO
Property that, in the good faith business judgment of the related Servicer, will
not be ultimately recoverable from Late Collections, Insurance Proceeds,
Liquidation Proceeds or condemnation proceeds on such Mortgage Loan or REO
Property as provided herein.

                  "Notional Amount": Immediately prior to any Distribution Date
with respect to the Class C Interest, the aggregate of the Uncertificated
Principal Balances of REMIC 1 Regular Interests (other than the REMIC 1 Regular
Interest LTP).

                  "Officers' Certificate": A certificate signed by the Chairman
of the Board, the Vice Chairman of the Board, the President or a vice president
(however denominated), and by the Treasurer, the Secretary, or one of the
assistant treasurers or assistant secretaries of the applicable Servicer, the
Seller or the Depositor, as applicable.

                  "Opinion of Counsel": A written opinion of counsel, who may,
without limitation, be a salaried counsel for the Depositor or either Servicer,
acceptable to the Trustee, except that any opinion of counsel relating to (a)
the qualification of any REMIC as a REMIC or (b) compliance with the REMIC
Provisions must be an opinion of Independent counsel.

                  "Optional Termination Date": The first Distribution Date on
which the Terminator may opt to terminate the Trust Fund pursuant to Section
10.01.

                  "Original Class Certificate Principal Balance": With respect
to the Regular Certificates the corresponding amounts set forth opposite such
Class above in the Preliminary Statement.

                  "Original Mortgage Loan": Any of the Mortgage Loans included
in the Trust Fund as of the Closing Date. The aggregate Stated Principal Balance
of the Original Mortgage Loans as of the Closing Date is equal to
$487,218,958.39.

                  "Original Notional Amount": With respect to the Class C
Certificates, $487,218,858.39.

                  "Originator": Any of Accredited Home Lenders, Inc., The CIT
Group/Consumer Finance, Inc., Finance America, LLC, Fremont Investment & Loan,
Home Star Mortgage Services,


                                       32

<PAGE>



LLC, Impac Funding Corporation and Residential Mortgage Assistance Enterprise,
LLC, or their respective successor in interest, as the context requires.

                  "Overcollateralization Deficiency Amount": With respect to any
Distribution Date, the amount, if any, by which the Overcollateralization Target
Amount exceeds the Overcollateralized Amount on such Distribution Date (assuming
that 100% of the Principal Remittance Amount is applied as a principal
distribution on such Distribution Date).

                  "Overcollateralization Floor": With respect to the Class A-1
Certificates, $2,436,095. With respect to the Class A-2 Certificates,
$2,436,095. With respect to the Class A-3 Certificates, $2,436,095. With respect
to the Class A-4 Certificates, $2,436,095. With respect to the Mezzanine
Certificates and the Class B Certificates, $2,436,095.

                  "Overcollateralization Release Amount": With respect to any
Distribution Date, the lesser of (x) the Principal Remittance Amount for such
Distribution Date and (y) the Excess Overcollateralized Amount.

                  "Overcollateralization Target Amount": With respect to any
Distribution Date, (i) prior to the Stepdown Date, $9,987,858.39, (ii) on or
after the Stepdown Date provided a Trigger Event is not in effect, the greater
of (A) 4.10% of the aggregate Stated Principal Balance of the Mortgage Loans as
of the last day of the related Due Period (after giving effect to scheduled
payments of principal due during the related Due Period, to the extent received
or advanced, and unscheduled collections of principal received during the
related Prepayment Period) and (B) $2,436,094.79 and (iii) on or after the
Stepdown Date if a Trigger Event is in effect, the Overcollateralization Target
Amount for the immediately preceding Distribution Date. Notwithstanding the
foregoing, on and after any Distribution Date following the reduction of the
aggregate Certificate Principal Balance of the Class A Certificates, the
Mezzanine Certificates and the Class B Certificates to zero, the
Overcollateralization Target Amount shall be zero.

                  "Overcollateralized Amount": For any Distribution Date, the
amount equal to (i) the aggregate Stated Principal Balance of the Mortgage Loans
as of the last day of the related Due Period (after giving effect to scheduled
payments of principal due during the related Due Period, to the extent received
or advanced, and unscheduled collections of principal received during the
related Prepayment Period) as of the related Determination Date minus (ii) the
sum of the aggregate Certificate Principal Balance of the Class A Certificates,
the Mezzanine Certificates, the Class B Certificates and the Class P
Certificates as of such Distribution Date after giving effect to distributions
to be made on such Distribution Date.

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

                  "Pass-Through Rate": With respect to the Class A Certificates,
the Mezzanine Certificates and the Class B Certificates and any Distribution
Date, the lesser of (x) the related Formula Rate for such Distribution Date and
(y) the Net WAC Rate for such Distribution Date.



                                       33

<PAGE>



                  With respect to the Class C Interest and 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 (R) below, and the denominator of which is the aggregate of the
Uncertificated Principal Balances of the REMIC 1 Regular Interests. For purposes
of calculating the Pass-Through Rate for the Class C Interest, the numerator is
equal to the sum of the following components:

                  (A) the Uncertificated REMIC 1 Pass-Through Rate for REMIC 1
         Regular Interest LTAA minus the Marker Rate, applied to an amount equal
         to the Uncertificated Principal Balance of REMIC 1 Regular Interest
         LTAA;

                  (B) the Uncertificated REMIC 1 Pass-Through Rate for REMIC 1
         Regular Interest LTA1 minus the Marker Rate, applied to an amount equal
         to the Uncertificated Principal Balance of REMIC 1 Regular Interest
         LTA1;

                  (C) the Uncertificated REMIC 1 Pass-Through Rate for REMIC 1
         Regular Interest LTA2 minus the Marker Rate, applied to an amount equal
         to the Uncertificated Principal Balance of REMIC 1 Regular Interest
         LTA2;

                  (D) the Uncertificated REMIC 1 Pass-Through Rate for REMIC 1
         Regular Interest LTA3 minus the Marker Rate, applied to an amount equal
         to the Uncertificated Principal Balance of REMIC 1 Regular Interest
         LTA3;

                  (E) the Uncertificated REMIC 1 Pass-Through Rate for REMIC 1
         Regular Interest LTA4 minus the Marker Rate, applied to an amount equal
         to the Uncertificated Principal Balance of REMIC 1 Regular Interest
         LTA4;

                  (F) the Uncertificated REMIC 1 Pass-Through Rate for REMIC 1
         Regular Interest LTM1 minus the Marker Rate, applied to an amount equal
         to the Uncertificated Principal Balance of REMIC 1 Regular Interest
         LTM1;

                  (G) the Uncertificated REMIC 1 Pass-Through Rate for REMIC 1
         Regular Interest LTM2 minus the Marker Rate, applied to an amount equal
         to the Uncertificated Principal Balance of REMIC 1 Regular Interest
         LTM2;

                  (H) the Uncertificated REMIC 1 Pass-Through Rate for REMIC 1
         Regular Interest LTM3 minus the Marker Rate, applied to an amount equal
         to the Uncertificated Principal Balance of REMIC 1 Regular Interest
         LTM3;

                  (I) the Uncertificated REMIC 1 Pass-Through Rate for REMIC 1
         Regular Interest LTM4 minus the Marker Rate, applied to an amount equal
         to the Uncertificated Principal Balance of REMIC 1 Regular Interest
         LTM4;

                  (J) the Uncertificated REMIC 1 Pass-Through Rate for REMIC 1
         Regular Interest LTM5 minus the Marker Rate, applied to an amount equal
         to the Uncertificated Principal Balance of REMIC 1 Regular Interest
         LTM5;


                                       34

<PAGE>




                  (K) the Uncertificated REMIC 1 Pass-Through Rate for REMIC 1
         Regular Interest LTM6 minus the Marker Rate, applied to an amount equal
         to the Uncertificated Principal Balance of REMIC 1 Regular Interest
         LTM6;

                  (L) the Uncertificated REMIC 1 Pass-Through Rate for REMIC 1
         Regular Interest LTM7 minus the Marker Rate, applied to an amount equal
         to the Uncertificated Principal Balance of REMIC 1 Regular Interest
         LTM7;

                  (M) the Uncertificated REMIC 1 Pass-Through Rate for REMIC 1
         Regular Interest LTM8 minus the Marker Rate, applied to an amount equal
         to the Uncertificated Principal Balance of REMIC 1 Regular Interest
         LTM8;

                  (N) the Uncertificated REMIC 1 Pass-Through Rate for REMIC 1
         Regular Interest LTM9 minus the Marker Rate, applied to an amount equal
         to the Uncertificated Principal Balance of REMIC 1 Regular Interest
         LTM9;

                  (O) the Uncertificated REMIC 1 Pass-Through Rate for REMIC 1
         Regular Interest LTB1 minus the Marker Rate, applied to an amount equal
         to the Uncertificated Principal Balance of REMIC 1 Regular Interest
         LTB1;

                  (P) the Uncertificated REMIC 1 Pass-Through Rate for REMIC 1
         Regular Interest LTB2 minus the Marker Rate, applied to an amount equal
         to the Uncertificated Principal Balance of REMIC 1 Regular Interest
         LTB2;

                  (Q) the Uncertificated REMIC 1 Pass-Through Rate for REMIC 1
         Regular Interest LTZZ minus the Marker Rate, applied to an amount equal
         to the Uncertificated Principal Balance of REMIC 1 Regular Interest
         LTZZ; and

                  (R) 100% of the interest on the REMIC 1 Regular Interest LTP.

                  With respect to the Class C Certificates, 100% of the interest
distributable to the Class C Interest, expressed as a per annum rate.

                  "Paying Agent": Any paying agent appointed pursuant to Section
5.05.

                  "Percentage Interest": With respect to any Certificate (other
than a Residual Certificate), a fraction, expressed as a percentage, the
numerator of which is the Initial Certificate Principal Balance represented by
such Certificate and the denominator of which is the Original Class Certificate
Principal Balance of the related Class. With respect to a Residual Certificate,
the portion of the Class evidenced thereby, expressed as a percentage, as stated
on the face of such Certificate; provided, however, that the sum of all such
percentages for each such Class totals 100%.

                  "Periodic Rate Cap": With respect to each Adjustable-Rate
Mortgage Loan and any Adjustment Date therefor, 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


                                       35

<PAGE>



(without regard to the Maximum Mortgage Rate or the Minimum Mortgage Rate) on
such Adjustment Date from the Mortgage Rate in effect immediately prior to such
Adjustment Date.

                  "Permitted Investments": Any one or more of the following
obligations or securities acquired at a purchase price of not greater than par,
regardless of whether issued or managed by the Depositor, the Servicers, the
Trustee or any of their respective Affiliates or for which an Affiliate of the
Trustee serves as an advisor:

                  (i) direct obligations of, or obligations fully guaranteed as
         to timely payment of principal and interest by, the United States or
         any agency or instrumentality thereof, provided such obligations are
         backed by the full faith and credit of the United States;

                  (ii) (A) demand and time deposits in, certificates of deposit
         of, bankers' acceptances issued by or federal funds sold by any
         depository institution or trust company (including the Trustee or its
         agent acting in their respective commercial capacities) incorporated
         under the laws of the United States of America or any state thereof and
         subject to supervision and examination by federal and/or state
         authorities, so long as, at the time of such investment or contractual
         commitment providing for such investment, such depository institution
         or trust company (or, if the only Rating Agency is S&P, in the case of
         the principal depository institution in a depository institution
         holding company, debt obligations of the depository institution holding
         company) or its ultimate parent has a short-term uninsured debt rating
         in one of the two highest available ratings of Moody's and the highest
         available rating category of Fitch and S&P and provided that each such
         investment has an original maturity of no more than 365 days; and
         provided further that, if the only Rating Agency is S&P and if the
         depository or trust company is a principal subsidiary of a bank holding
         company and the debt obligations of such subsidiary are not separately
         rated, the applicable rating shall be that of the bank holding company;
         and provided further that, if the original maturity of such short-term
         obligations of a domestic branch of a foreign depository institution or
         trust company shall exceed 30 days, the short-term rating of such
         institution shall be A-1+ in the case of S&P if S&P is the Rating
         Agency; and (B) any other demand or time deposit or deposit which is
         fully insured by the FDIC;

                  (iii) repurchase obligations with a term not to exceed 30 days
         with respect to any security described in clause (i) above and entered
         into with a depository institution or trust company (acting as
         principal) rated F-1+ or higher by Fitch, P-1 by Moody's and rated A-1+
         or higher by S&P, provided, however, that collateral transferred
         pursuant to such repurchase obligation must be of the type described in
         clause (i) above and must (A) be valued daily at current market prices
         plus accrued interest, (B) pursuant to such valuation, be equal, at all
         times, to 105% of the cash transferred by the Trustee in exchange for
         such collateral and (C) be delivered to the Trustee or, if the Trustee
         is supplying the collateral, an agent for the Trustee, in such a manner
         as to accomplish perfection of a security interest in the collateral by
         possession of certificated securities;

                  (iv) securities bearing interest or sold at a discount that
         are issued by any corporation incorporated under the laws of the United
         States of America or any State thereof


                                       36

<PAGE>



         and that are rated by a Rating Agency in its highest long-term
         unsecured rating category at the time of such investment or contractual
         commitment providing for such investment;

                  (v) commercial paper (including both non-interest-bearing
         discount obligations and interest-bearing obligations payable on demand
         or on a specified date not more than 30 days after the date of
         acquisition thereof) that is rated by a Rating Agency in its highest
         short- term unsecured debt rating available at the time of such
         investment;

                  (vi) units of money market funds, including those money market
         funds managed or advised by the Trustee or its Affiliates, that have
         been rated "AAA" by Fitch (if rated by Fitch), "Aaa" by Moody's and
         "AAA" by S&P; and

                  (vii) if previously confirmed in writing to the Trustee, any
         other demand, money market or time deposit, or any other obligation,
         security or investment, as may be acceptable to the Rating Agencies in
         writing as a permitted investment of funds backing securities having
         ratings equivalent to its highest initial rating of the Class A
         Certificates;

provided, 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.

                  "Permitted Transferee": Any transferee of a Residual
Certificate other than a Disqualified Organization or a non-U.S. Person.

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

                  "Plan": Any employee benefit plan or certain other retirement
plans and arrangements, including individual retirement accounts and annuities,
Keogh plans and bank collective investment funds and insurance company general
or separate accounts in which such plans, accounts or arrangements are invested,
that are subject to ERISA or Section 4975 of the Code.

                  "Pool Balance": As of any date of determination, the aggregate
Stated Principal Balance of the Mortgage Loans as of such date.

                  "Prepayment Assumption": As defined in the Prospectus
Supplement.

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

                  "Prepayment Charge Schedule": As of any date, the list of
Prepayment Charges on the Mortgage Loans included in the Trust Fund on such
date, attached hereto as Schedule I


                                       37

<PAGE>



(including the Prepayment Charge Summary attached thereto). The Prepayment
Charge Schedule shall set forth the following information with respect to each
Prepayment Charge:

                  (i) the Mortgage Loan identifying number;

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

                  (iii) the state of origination of the related Mortgage Loan;

                  (iv) the date on which the first monthly payment was due on
         the related Mortgage Loan;

                  (v) the term of the related Prepayment Charge; and

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

                  "Prepayment Interest Excess": With respect to any Distribution
Date, for each Mortgage Loan that was the subject of a Principal Prepayment in
full during the portion of the related Prepayment Period occurring between the
first day and the fifteenth day of the calendar month in which such Distribution
Date occurs, an amount equal to interest (to the extent received) at the
applicable Net Mortgage Rate on the amount of such Principal Prepayment for the
number of days commencing on the first day of the calendar month in which such
Distribution Date occurs and ending on the date on which such prepayment is so
applied.

                  "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 portion of the related Prepayment Period occurring
from the first day of the related Prepayment Period through the last day of the
calendar month preceding the month in which such Distribution Date occurs, an
amount equal to one month's interest on the Mortgage Loan less any payments in
respect of interest for such month made by the related Mortgagor.

                  "Prepayment Period": With respect to any Distribution Date and
any Principal Prepayment in full, the period commencing on the 16th day of the
calendar month preceding the calendar month in which such Distribution Date
occurs and ending on the 15th day of the calendar month in which such
Distribution Date occurs and for any Distribution Date and any Principal
Prepayment in part, the calendar month preceding the month in which such
Distribution Date occurs.

                  "Principal Balance": As to any Mortgage Loan other than a
Liquidated Mortgage Loan, and any day, the related Cut-off Date Principal
Balance, minus all collections credited against the Cut-off Date Principal
Balance of any such Mortgage Loan. For purposes of this definition, a Liquidated
Mortgage Loan shall be deemed to have a Principal Balance equal to the Principal
Balance of the related Mortgage Loan as of the final recovery of related
Liquidation Proceeds and a Principal Balance of zero thereafter. As to any REO
Property and any day, the Principal Balance of the related Mortgage Loan
immediately prior to such Mortgage Loan becoming REO Property minus any REO
Principal Amortization received with respect thereto on or prior to such day.


                                       38

<PAGE>



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

                  "Principal Remittance Amount": With respect to any
Distribution Date, that portion of Available Funds equal to the sum of (i) each
scheduled payment of principal collected or advanced on the Mortgage Loans by
the Servicer that was due during the related Due Period, (ii) the principal
portion of all partial and full Principal Prepayments of the Mortgage Loans
applied by the Servicer during the related Prepayment Period, (iii) the
principal portion of all related Net Liquidation Proceeds, Insurance Proceeds
and Subsequent Recoveries received during the related Prepayment Period, (iv)
that portion of the Purchase Price, representing principal of any repurchased
Mortgage Loan, deposited in the Collection Account during the related Prepayment
Period, (v) the principal portion of any related Substitution Adjustments
deposited in the Collection Account during the related Prepayment Period and
(vi) on the Distribution Date on which the Trust Fund is to be terminated
pursuant to Section 10.01, that portion of the Termination Price, in respect of
principal.

                  "Prospectus Supplement": That certain Prospectus Supplement
dated August 4, 2004 relating to the public offering of the Class A Certificates
and the Mezzanine Certificates.

                  "Purchase Price": With respect to the Seller and any Mortgage
Loan or REO Property to be purchased pursuant to or as contemplated by Section
2.03, Section 3.16(c) or Section 10.01, and as confirmed by an Officers'
Certificate from the party purchasing the Mortgage Loan to the Trustee, an
amount equal to the sum of (i) 100% of the Stated Principal Balance thereof as
of the date of purchase (or such other price as provided in Section 10.01), (ii)
in the case of (x) a Mortgage Loan, accrued interest on such Stated Principal
Balance at the applicable Mortgage Rate in effect from time to time from the Due
Date as to which interest was last covered by a payment by the Mortgagor or an
advance by the related Servicer, which payment or advance had as of the date of
purchase been distributed pursuant to Section 4.01, through the end of the
calendar month in which the purchase is to be effected, and (y) an REO Property,
the sum of (1) accrued interest on such Stated Principal Balance at the
applicable Mortgage Rate in effect from time to time from the Due Date as to
which interest was last covered by a payment by the Mortgagor or an advance by
the related Servicer through the end of the calendar month immediately preceding
the calendar month in which such REO Property was acquired, plus (2) REO Imputed
Interest for such REO Property for each calendar month commencing with the
calendar month in which such REO Property was acquired and ending with the
calendar month in which such purchase is to be effected, net of the total of all
net rental income, Insurance Proceeds, Liquidation Proceeds and Advances that as
of the date of purchase had been distributed as or to cover REO Imputed Interest
pursuant to Section 4.04, (iii) any unreimbursed Servicing Advances and Advances
and any unpaid Servicing Fees allocable to such Mortgage Loan or REO Property,
(iv) any amounts previously withdrawn from the Collection Account in respect of
such Mortgage Loan or REO Property pursuant to Section 3.23 and (v) in the case
of a Mortgage Loan required to be purchased pursuant to Section 2.03, expenses
reasonably incurred or to be incurred by the related Servicer or the Trustee in
respect of the breach or defect giving rise to the purchase obligation,
including any costs and damages incurred by the Trust Fund in connection with
any violation by such loan of any predatory or abusive lending law. With respect


                                       39

<PAGE>



to each Originator and any Mortgage Loan or REO Property to be purchased
pursuant to or as contemplated by Section 2.03 or 10.01, and as confirmed by a
certificate of a Servicing Officer to the Trustee, an amount equal to the amount
set forth pursuant to the terms of the related Master Agreement.

                  "Qualified Insurer": Any insurance company acceptable to
Fannie Mae.

                  "Qualified Substitute Mortgage Loan": With respect to the
Seller, a mortgage loan substituted for a Deleted Mortgage Loan pursuant to the
terms of this Agreement which must, on the date of such substitution, (i) have
an outstanding Stated Principal Balance (or in the case of a substitution of
more than one mortgage loan for a Deleted Mortgage Loan, an aggregate Stated
Principal Balance), after application of all scheduled payments of principal and
interest due during or prior to the month of substitution, not in excess of, and
not more than 5% less than, the outstanding Stated Principal Balance of the
Deleted Mortgage Loan as of the Due Date in the calendar month during which the
substitution occurs, (ii) have a Mortgage Rate not less than (and not more than
one percentage point in excess of) the Mortgage Rate of the Deleted Mortgage
Loan, (iii) if the Qualified Substitute Mortgage Loan is an Adjustable-Rate
Mortgage Loan, have a Maximum Mortgage Rate not less than the Maximum Mortgage
Rate on the Deleted Mortgage Loan, (iv) if the Qualified Substitute Mortgage
Loan is an Adjustable-Rate Mortgage Loan, have a Minimum Mortgage Rate not less
than the Minimum Mortgage Rate of the Deleted Mortgage Loan, (v) if the
Qualified Substitute Mortgage Loan is an Adjustable-Rate Mortgage Loan, have a
Gross Margin equal to or greater than the Gross Margin of the Deleted Mortgage
Loan, (vi) if the Qualified Substitute Mortgage Loan is an Adjustable-Rate
Mortgage Loan, have a next Adjustment Date not more than two months later than
the next Adjustment Date on the Deleted Mortgage Loan, (vii) [reserved], (viii)
have a remaining term to maturity not greater than (and not more than one year
less than) that of the Deleted Mortgage Loan, (ix) be current as of the date of
substitution, (x) have a Loan-to-Value Ratio as of the date of substitution
equal to or lower than the Loan-to-Value Ratio of the Deleted Mortgage Loan as
of such date, (xi) have a risk grading determined by the Originator at least
equal to the risk grading assigned on the Deleted Mortgage Loan, (xii) have been
underwritten or reunderwritten by the related Originator in accordance with the
same underwriting criteria and guidelines as the Deleted Mortgage Loan and
(xiii) conform to each representation and warranty assigned to the Depositor
pursuant to the related Assignment Agreement applicable to the Deleted Mortgage
Loan. In the event that one or more mortgage loans are substituted for one or
more Deleted Mortgage Loans, the amounts described in clause (i) hereof shall be
determined on the basis of aggregate Stated Principal Balances, the Mortgage
Rates described in clauses (ii) through (vi) hereof shall be satisfied for each
such mortgage loan, the risk gradings described in clause (x) hereof shall be
satisfied as to each such mortgage loan, the terms described in clause (viii)
hereof shall be determined on the basis of weighted average remaining term to
maturity (provided that no such mortgage loan may have a remaining term to
maturity longer than the Deleted Mortgage Loan), the Loan-to-Value Ratios
described in clause (x) hereof shall be satisfied as to each such mortgage loan
and, except to the extent otherwise provided in this sentence, the
representations and warranties described in clause (xiv) hereof must be
satisfied as to each Qualified Substitute Mortgage Loan or in the aggregate, as
the case may be. With respect to each Originator, a mortgage loan substituted
for a Deleted Mortgage Loan pursuant to the terms of the related Master
Agreement which must, on the date of such substitution conform to the terms set
forth in the related Master Agreement.



                                       40

<PAGE>



                  "Rating Agency or Rating Agencies": Moody's, Fitch, S&P or
their successors. If such agencies or their successors are no longer in
existence, "Rating Agencies" shall be such nationally recognized statistical
rating agencies, or other comparable Persons, designated by the Depositor,
notice of which designation shall be given to the Trustee and Servicer.

                  "Realized Loss": With respect to any Liquidated Mortgage Loan,
the amount of loss realized equal to the portion of the Stated Principal Balance
remaining unpaid after application of all Net Liquidation Proceeds in respect of
such Mortgage Loan. If the related 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 recoveries are applied to
principal distributions on any Distribution Date.

                  "Record Date": With respect to (i) the Class A Certificates,
the Mezzanine Certificates and the Class B Certificates, the Close of Business
on the Business Day immediately preceding the related Distribution Date and (ii)
the Class P Certificates, the Class C Certificates and the Residual
Certificates, the Close of Business on the last Business Day of the calendar
month preceding the month in which the related Distribution Date occurs;
provided, however, that following the date on which Definitive Certificates for
a Class A Certificate, a Mezzanine Certificate and a Class B Certificate are
available pursuant to Section 5.02, the Record Date for such Certificates shall
be the last Business Day of the calendar month preceding the month in which the
related Distribution Date occurs.

                  "Reference Banks": Those banks (i) with an established place
of business in London, England, (ii) not controlling, under the control of or
under common control with the Originators or either Servicer or any Affiliate
thereof and (iii) which have been designated as such by the Trustee, after
consultation with the Depositor; provided, however, that if fewer than two of
such banks provide a LIBOR rate, then any leading banks selected by the Trustee
after consultation with the Depositor which are engaged in transactions in
United States dollar deposits in the international Eurocurrency market.

                  "Refinanced Mortgage Loan": A Mortgage Loan the proceeds of
which were not used to purchase the related Mortgaged Property.

                  "Reimbursement Amount": As defined in Section 3.29.

                  "Regular Certificate": Any of the Class A Certificates,
Mezzanine Certificates, Class B Certificates, Class C Certificates or Class P
Certificates.

                  "Relief Act": The Servicemembers Civil Relief Act, as amended,
or any similar state or local laws.

                  "Relief Act Interest Shortfall": With respect to any
Distribution Date, for any Mortgage Loan with respect to which there has been a
reduction in the amount of interest collectible thereon for the most recently
ended Due Period as a result of the application of the Relief Act, the amount by
which (i) interest collectible on such Mortgage Loan during such Due Period is
less than


                                       41

<PAGE>



(ii) one month's interest on the Stated Principal Balance of such Mortgage Loan
at the Mortgage Rate for such Mortgage Loan before giving effect to the
application of the Relief Act.

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

                  "REMIC 1": 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) such
Mortgage Loans as from time to time are subject to this Agreement, together with
the Mortgage Files relating thereto, and together with all collections thereon
and proceeds thereof, (ii) any REO Property, together with all collections
thereon and proceeds thereof, (iii) the Trustee's rights with respect to the
Mortgage Loans under all insurance policies, required to be maintained pursuant
to this Agreement and any proceeds thereof, (iv) the Depositor's rights under
the Assignment Agreements (including any security interest created thereby) and
(v) the Collection Account and the Distribution Account (subject to the last
sentence of this definition) and any REO Account and such assets that are
deposited therein from time to time and any investments thereof, together with
any and all income, proceeds and payments with respect thereto. Notwithstanding
the foregoing, however, a REMIC election will not be made with respect to the
Net WAC Rate Carryover Reserve Account, the Cap Contract or any Servicer
Prepayment Charge Payment Amounts.

                  "REMIC 1 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 related REO Properties then
outstanding and (ii) the Uncertificated REMIC 1 Pass- Through Rate for REMIC 1
Regular Interest LTAA minus the Marker Rate, divided by (b) 12.

                  "REMIC 1 Overcollateralization Target Amount": 1% of the
Overcollateralization Target Amount.

                  "REMIC 1 Overcollateralization Amount": With respect to any
date of determination, (i) 1% of the aggregate Uncertificated Principal Balance
of the REMIC 1 Regular Interests minus (ii) the aggregate Uncertificated
Principal Balances of REMIC 1 Regular Interest LTA1, REMIC 1 Regular Interest
LTA2, REMIC 1 Regular Interest LTA3, REMIC 1 Regular Interest LTA4, REMIC 1
Regular Interest LTM1, REMIC 1 Regular Interest LTM2, REMIC 1 Regular Interest
LTM3, REMIC 1 Regular Interest LTM4, REMIC 1 Regular Interest LTM5, REMIC 1
Regular Interest LTM6, REMIC 1 Regular Interest LTM7, REMIC 1 Regular Interest
LTM8, REMIC 1 Regular Interest LTM9, REMIC 1 Regular Interest LTB1, REMIC 1
Regular Interest LTB2 and REMIC 1 Regular Interest LTP, in each case as of such
date of determination.

                  "REMIC 1 Principal Loss Allocation Amount": With respect to
any Distribution Date, an amount equal to the product of (i) the aggregate
Stated Principal Balance of the Mortgage Loans and related REO Properties then
outstanding and (ii) 1 minus a fraction, the numerator of which is two times the
aggregate Uncertificated Principal Balance of REMIC 1 Regular Interest LTA1,
REMIC 1 Regular Interest LTA2, REMIC 1 Regular Interest LTA3, REMIC 1 Regular
Interest LTA4, REMIC 1 Regular Interest LTM1, REMIC 1 Regular Interest LTM2,
REMIC 1 Regular Interest LTM3, REMIC 1 Regular Interest LTM4, REMIC 1 Regular
Interest LTM5,


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<PAGE>



REMIC 1 Regular Interest LTM6 REMIC 1 Regular Interest LTM7, REMIC 1 Regular
Interest LTM8, REMIC 1 Regular Interest LTM9, REMIC 1 Regular Interest LTB1 and
REMIC 1 Regular Interest LTB2, and the denominator of which is the aggregate
Uncertificated Principal Balance of REMIC 1 Regular Interest LTA1, REMIC 1
Regular Interest LTA2, REMIC 1 Regular Interest LTA3, REMIC 1 Regular Interest
LTA4, REMIC 1 Regular Interest LTM1, REMIC 1 Regular Interest LTM2, REMIC 1
Regular Interest LTM3, REMIC 1 Regular Interest LTM4, REMIC 1 Regular Interest
LTM5, REMIC 1 Regular Interest LTM6 REMIC 1 Regular Interest LTM7, REMIC 1
Regular Interest LTM8, REMIC 1 Regular Interest LTM9, REMIC 1 Regular Interest
LTB1, REMIC 1 Regular Interest LTB2 and REMIC 1 Regular Interest LTZZ.

                  "REMIC 1 Regular Interest LTAA": One of the separate
non-certificated beneficial ownership interests in REMIC 1 issued hereunder and
designated as a Regular Interest in REMIC 1. REMIC 1 Regular Interest LTAA shall
accrue interest at the related Uncertificated REMIC 1 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 1 Regular Interest LTA1": One of the separate
non-certificated beneficial ownership interests in REMIC 1 issued hereunder and
designated as a Regular Interest in REMIC 1. REMIC 1 Regular Interest LTA1 shall
accrue interest at the related Uncertificated REMIC 1 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 1 Regular Interest LTA2": One of the separate
non-certificated beneficial ownership interests in REMIC 1 issued hereunder and
designated as a Regular Interest in REMIC 1. REMIC 1 Regular Interest LTA2 shall
accrue interest at the related Uncertificated REMIC 1 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 1 Regular Interest LTA3": One of the separate
non-certificated beneficial ownership interests in REMIC 1 issued hereunder and
designated as a Regular Interest in REMIC 1. REMIC 1 Regular Interest LTA3 shall
accrue interest at the related Uncertificated REMIC 1 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 1 Regular Interest LTA4": One of the separate
non-certificated beneficial ownership interests in REMIC 1 issued hereunder and
designated as a Regular Interest in REMIC 1. REMIC 1 Regular Interest LTA4 shall
accrue interest at the related Uncertificated REMIC 1 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.



                                       43

<PAGE>



                  "REMIC 1 Regular Interest LTB1": One of the separate
non-certificated beneficial ownership interests in REMIC 1 issued hereunder and
designated as a Regular Interest in REMIC 1. REMIC 1 Regular Interest LTB1 shall
accrue interest at the related Uncertificated REMIC 1 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 1 Regular Interest LTB2": One of the separate
non-certificated beneficial ownership interests in REMIC 1 issued hereunder and
designated as a Regular Interest in REMIC 1. REMIC 1 Regular Interest LTB2 shall
accrue interest at the related Uncertificated REMIC 1 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 1 Regular Interest LTM1": One of the separate
non-certificated beneficial ownership interests in REMIC 1 issued hereunder and
designated as a Regular Interest in REMIC 1. REMIC 1 Regular Interest LTM1 shall
accrue interest at the related Uncertificated REMIC 1 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 1 Regular Interest LTM2": One of the separate
non-certificated beneficial ownership interests in REMIC 1 issued hereunder and
designated as a Regular Interest in REMIC 1. REMIC 1 Regular Interest LTM2 shall
accrue interest at the related Uncertificated REMIC 1 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 1 Regular Interest LTM3": One of the separate
non-certificated beneficial ownership interests in REMIC 1 issued hereunder and
designated as a Regular Interest in REMIC 1. REMIC 1 Regular Interest LTM3 shall
accrue interest at the related Uncertificated REMIC 1 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 1 Regular Interest LTM4": One of the separate
non-certificated beneficial ownership interests in REMIC 1 issued hereunder and
designated as a Regular Interest in REMIC 1. REMIC 1 Regular Interest LTM4 shall
accrue interest at the related Uncertificated REMIC 1 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 1 Regular Interest LTM5": One of the separate
non-certificated beneficial ownership interests in REMIC 1 issued hereunder and
designated as a Regular Interest in REMIC 1. REMIC 1 Regular Interest LTM5 shall
accrue interest at the related Uncertificated REMIC 1 Pass-Through Rate in
effect from time to time, and shall be entitled to distributions of principal,


                                       44

<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 1 Regular Interest LTM6": One of the separate
non-certificated beneficial ownership interests in REMIC 1 issued hereunder and
designated as a Regular Interest in REMIC 1. REMIC 1 Regular Interest LTM6 shall
accrue interest at the related Uncertificated REMIC 1 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 1 Regular Interest LTM7": One of the separate
non-certificated beneficial ownership interests in REMIC 1 issued hereunder and
designated as a Regular Interest in REMIC 1. REMIC 1 Regular Interest LTM7 shall
accrue interest at the related Uncertificated REMIC 1 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 1 Regular Interest LTM8": One of the separate
non-certificated beneficial ownership interests in REMIC 1 issued hereunder and
designated as a Regular Interest in REMIC 1. REMIC 1 Regular Interest LTM8 shall
accrue interest at the related Uncertificated REMIC 1 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 1 Regular Interest LTM9": One of the separate
non-certificated beneficial ownership interests in REMIC 1 issued hereunder and
designated as a Regular Interest in REMIC 1. REMIC 1 Regular Interest LTM9 shall
accrue interest at the related Uncertificated REMIC 1 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 1 Regular Interest LTP": One of the separate
non-certificated beneficial ownership interests in REMIC 1 issued hereunder and
designated as a Regular Interest in REMIC 1. REMIC 1 Regular Interest LTP shall
accrue interest at the related Uncertificated REMIC 1 Pass- Through Rate in
effect from time to time, and shall be entitled to any Prepayment Charges
collected by the Servicers and to a distribution of principal, subject to the
terms and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Balance as set forth in the Preliminary Statement hereto.

                  "REMIC 1 Regular Interest LTZZ": One of the separate
non-certificated beneficial ownership interests in REMIC 1 issued hereunder and
designated as a Regular Interest in REMIC 1. REMIC 1 Regular Interest LTZZ shall
accrue interest at the related Uncertificated REMIC 1 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.



                                       45

<PAGE>



                  "REMIC 1 Regular Interests": REMIC 1 Regular Interest LTAA,
REMIC 1 Regular Interest LTA1, REMIC 1 Regular Interest LTA2, REMIC 1 Regular
Interest LTA3, REMIC 1 Regular Interest LTA4, REMIC 1 Regular Interest LTM1,
REMIC 1 Regular Interest LTM2, REMIC 1 Regular Interest LTM3, REMIC 1 Regular
Interest LTM4, REMIC 1 Regular Interest LTM5, REMIC 1 Regular Interest LTM6,
REMIC 1 Regular Interest LTM7, REMIC 1 Regular Interest LTM8, REMIC 1 Regular
Interest LTM9, REMIC 1 Regular Interest LTB1, REMIC 1 Regular Interest LTB2,
REMIC 1 Regular Interest LTP and REMIC 1 Regular Interest LTZZ.

                  "REMIC 2": The segregated pool of assets consisting of all of
the REMIC 1 Regular Interests conveyed in trust to the Trustee, for the benefit
of the Holders of the Regular Certificates and the Class R Certificates (in
respect of the Class R-2 Interest), pursuant to Article II hereunder, and all
amounts deposited therein, with respect to which a separate REMIC election is to
be made.

                  "REMIC 3": The segregated pool of assets consisting of all of
the Class C Interest conveyed in trust to the Trustee, for the benefit of the
Holders of the Regular Certificates and the Class R Certificate (in respect of
the Class R-3 Interest), pursuant to Article II hereunder, and all amounts
deposited therein, with respect to which a separate REMIC election is to be
made.

                  "REMIC 4": The segregated pool of assets consisting of all of
the Class P Interest conveyed in trust to the Trustee, for the benefit of the
Holders of the Regular Certificates and the Class R-X Certificate (in respect of
the Class R-4 Interest), pursuant to Article II hereunder, and all amounts
deposited therein, with respect to which a separate REMIC election is to be
made.

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

                  "Remittance Report": A report prepared by the related Servicer
and delivered to the Trustee pursuant to Section 4.04.

                  "Rents from Real Property": With respect to any REO Property,
gross income of the character described in Section 856(d) of the Code.

                  "REO Account": The account or accounts maintained by the
Servicer in respect of an REO Property pursuant to Section 3.23.

                  "REO Disposition": The sale or other disposition of an REO
Property on behalf of the Trust Fund.

                  "REO Imputed Interest": As to any REO Property, for any
calendar month during which such REO Property was at any time part of the Trust
Fund, one month's interest at the applicable Net Mortgage Rate on the Stated
Principal Balance of such REO Property (or, in the case of the first such
calendar month, of the related Mortgage Loan if appropriate) as of the Close of
Business on the Distribution Date in such calendar month.



                                       46

<PAGE>



                  "REO Principal Amortization": With respect to any REO
Property, for any calendar month, the excess, if any, of (a) the aggregate of
all amounts received in respect of such REO Property during such calendar month,
whether in the form of rental income, sale proceeds (including, without
limitation, that portion of the Termination Price paid in connection with a
purchase of all of the Mortgage Loans and REO Properties pursuant to Section
10.01 that is allocable to such REO Property) or otherwise, net of any portion
of such amounts (i) payable pursuant to Section 3.23 in respect of the proper
operation, management and maintenance of such REO Property or (ii) payable or
reimbursable to the related Servicer pursuant to Section 3.23 for unpaid
Servicing Fees in respect of the related Mortgage Loan and unreimbursed
Servicing Advances and Advances in respect of such REO Property or the related
Mortgage Loan, over (b) the REO Imputed Interest in respect of such REO Property
for such calendar month.

                  "REO Property": A Mortgaged Property acquired by the related
Servicer on behalf of the Trust Fund through foreclosure or deed-in-lieu of
foreclosure, as described in Section 3.23.

                  "Request for Release": A release signed by a Servicing
Officer, in the form of Exhibit E attached hereto.

                  "Reserve Interest Rate": With respect to any Interest
Determination Date, the rate per annum that the Trustee determines to be either
(i) the arithmetic mean (rounded upwards if necessary to the nearest whole
multiple of 1/16 of 1%) of the one-month United States dollar lending rates
which banks in The City of New York selected by the Depositor are quoting on the
relevant Interest Determination Date to the principal London offices of leading
banks in the London interbank market or (ii) in the event that the Trustee can
determine no such arithmetic mean, in the case of any Interest Determination
Date after the initial Interest Determination Date, the lowest one-month United
States dollar lending rate which such New York banks selected by the Depositor
are quoting on such Interest Determination Date to leading European banks.

                  "Residential Dwelling": Any one of the following: (i) a
detached one-family dwelling, (ii) a detached two- to four-family dwelling,
(iii) a one-family dwelling unit in a Fannie Mae eligible condominium project,
(iv) a manufactured home, or (v) a detached one-family dwelling in a planned
unit development, none of which is a co-operative or mobile home.

                  "Residual Certificate": The Class R Certificates and the Class
R-X Certificates.

                  "Residual Interest": The sole class of "residual interests" in
a REMIC within the meaning of Section 860G(a)(2) of the Code.

                  "Responsible Officer": When used with respect to the Trustee,
any director, any vice president, any assistant vice president, the Secretary,
any assistant secretary, the Treasurer, any assistant treasurer or any other
officer of the Trustee customarily performing functions similar to those
performed by any of the above designated officers and, with respect to a
particular matter, to whom such matter is referred because of such officer's
knowledge of and familiarity with the particular subject.



                                       47

<PAGE>



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

                  "Seller": Greenwich Capital Financial Products, Inc., a
Delaware corporation, in its capacity as direct or indirect Seller under the
Assignment Agreements.

                   "Senior Principal Distribution Amount": The excess of (x) the
aggregate Certificate Principal Balance of the Class A Certificates immediately
prior to such Distribution Date over (y) the lesser of (A) the product of (i)
52.00% and (ii) the aggregate Stated Principal Balance of the Mortgage Loans as
of the last day of the related Due Period (after giving effect to scheduled
payments of principal due during the related Due Period, to the extent received
or advanced, and unscheduled collections of principal received during the
related Prepayment Period) and (B) the aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of the related Due Period (after giving effect
to scheduled payments of principal due during the related Due Period, to the
extent received or advanced, and unscheduled collections of principal received
during the related Prepayment Period) minus the Overcollateralization Floor.

                  "Servicer": Either Saxon Mortgage Services, Inc., with respect
to the Mortgage Loans originated by Accredited Home Lenders, Inc., The CIT
Group/Consumer Finance, Inc., Finance America, LLC, Fremont Investment & Loan,
Home Star Mortgage Services, LLC, Impac Funding Corporation, or HomEq Servicing
Corporation, with respect to the Mortgage Loans originated by Residential
Mortgage Assistance Enterprise, LLC, as the context requires, or any successor
Servicer appointed as herein provided, each in its capacity as a Servicer
hereunder.

                  "Servicer Certification": As defined in Section 3.26 hereof.

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

                  "Servicer Prepayment Charge Payment Amount": The amounts
payable by the related Servicer in respect of any waived Prepayment Charges
pursuant to Section 2.05 or Section 3.01.

                  "Servicer Remittance Date": With respect to HomEq Servicing
Corporation and any Distribution Date, the Business Day prior to such
Distribution Date. With respect to Saxon Mortgage Services, Inc. and any
Distribution Date, the 24th day of the month or preceding Business Day.

                  "Servicer's Assignee": As defined in Section 3.25 hereof.

                  "Servicing Advance Reimbursement Amount": As defined in
Section 3.29.

                  "Servicing Advances": All customary, reasonable and necessary
"out of pocket" costs and expenses (including reasonable attorneys' fees and
expenses) incurred by either Servicer in the performance of its servicing
obligations, including, but not limited to, the cost of (i) the preservation,
restoration, inspection and protection of the Mortgaged Property, (ii) any
enforcement or judicial proceedings, including foreclosures related to a
Mortgage Loan, (iii) the management and liquidation of the REO Property and (iv)
compliance with the obligations under Sections 3.01, 3.09, 3.14, 3.16,


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and 3.23. Servicing Advances also include any reasonable "out-of-pocket" costs
and expenses (including legal fees) incurred by the related Servicer in
connection with executing and recording instruments of satisfaction, deeds of
reconveyance or Assignments in connection with any foreclosure in respect of any
Mortgage Loan to the extent not recovered from the related Mortgagor or
otherwise payable under this Agreement. Neither Servicer shall be required to
make any Servicing Advance that would be a Nonrecoverable Advance.

                  "Servicing Fee": With respect to each Mortgage Loan and for
any calendar month, an amount equal to the Servicing Fee Rate accrued for such
month (or in the event of any Principal Prepayment in full made by the Mortgagor
during such month, the Servicing Fee Rate accrued for the number of days covered
by the payment of interest accompanying the Principal Prepayment in full), on
the same principal amount on which interest on such Mortgage Loan accrues for
such month. A portion of such Servicing Fee may be retained by any Sub-Servicer
as its servicing compensation.

                  "Servicing Fee Rate":  0.50% per annum.

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

                  "Servicing Standard": Shall mean the standards set forth in
Section 3.01.

                  "Servicing Transfer Costs": Shall mean all reasonable
out-of-pocket costs and expenses incurred by the Trustee in connection with the
transfer of servicing from a predecessor servicer, including, without
limitation, any reasonable out-of-pocket costs or 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 any successor servicer appointed pursuant to Section 7.02) to
service the Mortgage Loans properly and effectively.

                  "Startup Day": As defined in Section 9.01(b) hereof.

                  "Stated Principal Balance": With respect to any Mortgage Loan:
(a) as of any date of determination up to but not including the Distribution
Date on which the proceeds, if any, of a Liquidation Event with respect to such
Mortgage Loan would be distributed, the outstanding Stated Principal Balance of
such Mortgage Loan as of the Cut-off Date as shown in the Mortgage Loan
Schedule, minus the sum of (i) the principal portion of each Monthly Payment due
on a Due Date subsequent to the Cut-off Date to the extent received from the
Mortgagor or advanced by the related Servicer and distributed pursuant to
Section 4.01 on or before such date of determination, (ii) all Principal
Prepayments received after the Cut-off Date to the extent distributed pursuant
to Section 4.01 on or before such date of determination, (iii) all Liquidation
Proceeds and Insurance Proceeds to the extent distributed pursuant to Section
4.01 on or before such date of determination, and (iv) any Realized Loss
incurred with respect thereto as a result of a Deficient Valuation made during
or prior to the Due Period for the most recent Distribution Date coinciding with
or preceding such date


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<PAGE>



of determination; and (b) as of any date of determination coinciding with or
subsequent to the Distribution Date on which the proceeds, if any, of a
Liquidation Event with respect to such Mortgage Loan would be distributed, zero.
With respect to any REO Property: (a) as of any date of determination up to but
not including the Distribution Date on which the proceeds, if any, of a
Liquidation Event with respect to such REO Property would be distributed, an
amount (not less than zero) equal to the Stated Principal Balance of the related
Mortgage Loan as of the date on which such REO Property was acquired on behalf
of the Trust Fund, minus the aggregate amount of REO Principal Amortization in
respect of such REO Property for all previously ended calendar months, to the
extent distributed pursuant to Section 4.01 on or before such date of
determination; and (b) as of any date of determination coinciding with or
subsequent to the Distribution Date on which the proceeds, if any, of a
Liquidation Event with respect to such REO Property would be distributed, zero.

                  "Stepdown Date": The earlier to occur of (i) the first
Distribution Date on which the aggregate Certificate Principal Balance of the
Class A Certificates has been reduced to zero and (ii) the later to occur of (x)
the Distribution Date occurring in September 2007 and (y) the first Distribution
Date on which the Credit Enhancement Percentage (calculated for this purpose
only after taking into account payments of principal on the Mortgage Loans but
prior to distribution of the Principal Distribution Amount to the Certificates
then entitled to distributions of principal on such Distribution Date) is equal
to or greater than 48.00%.

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

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

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

                  "Substitution Adjustment": As defined in Section 2.03(d)
hereof.

                  "Tax Matters Person": The tax matters person appointed
pursuant to Section 9.01(e) hereof.

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

                  "Termination Price":  As defined in Section 10.01(a) hereof.



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<PAGE>



                  "Terminator":  As defined in Section 10.01(a) hereof.

                  "Trigger Event": A Trigger Event is in effect with respect to
any Distribution Date on or after the Stepdown Date if:

                  (a) the sum of the Delinquency Percentages for the previous
three months divided by 3 exceeds 31.50% of the Credit Enhancement Percentage or

                  (b) the aggregate amount of Realized Losses incurred since the
Cut-off Date through the last day of the related Due Period (reduced by the
aggregate amount of Subsequent Recoveries received since the Cut-off Date
through the last day of the related Due Period) divided by the aggregate Stated
Principal Balance of the Mortgage Loans as of the Cut-off Date, exceeds the
applicable percentages set forth below with respect to such Distribution Date:


   DISTRIBUTION DATE OCCURRING IN                     PERCENTAGE
   ------------------------------                     ----------
   September 2007 to August 2008    4.00% for the first month, plus an
                                    additional 1/12th of 2.00% for each month
                                    thereafter.

   September 2008 to August 2009    6.00% for the first month, plus an
                                    additional 1/12th of 1.50% for each month
                                    thereafter.

   September 2009 to August 2010    7.50% for the first month, plus an
                                    additional 1/12th of 0.50% for each month
                                    thereafter.

   September 2010 to August 2011    8.00% for the first month, plus an
                                    additional 1/12th of 0.25% for each month
                                    thereafter.

    August 2011 and thereafter      8.25% for each month.

                  "Trust": Soundview Home Loan Trust 2004-1, the trust created
hereunder.

                  "Trust Fund": All of the assets of the Trust, which is the
trust created hereunder consisting of REMIC 1, REMIC 2, REMIC 3, REMIC 4, the
Net WAC Rate Carryover Reserve Account, the Cap Contract and any Servicer
Prepayment Charge Payment Amounts.

                  "Trustee": Deutsche Bank National Trust Company, a national
banking association, or any successor trustee appointed as herein provided.

                  "Trustee Fee": The amount payable to the Trustee on each
Distribution Date pursuant to Section 8.05 as compensation for all services
rendered by it in the execution of the trust hereby created and in the exercise
and performance of any of the powers and duties of the Trustee hereunder, which
amount shall equal one twelfth of the product of (i) the Trustee Fee Rate
(without regard to the words "per annum"), multiplied by (ii) the aggregate
Stated Principal Balance of the Mortgage Loans and any REO Properties (after
giving effect to scheduled payments of principal due during the Due Period
relating to the previous Distribution Date, to the extent received or advanced
and prepayments collected during the Prepayment Period relating to the previous
Distribution Date).

                  "Trustee Fee Rate": 0.0052% per annum.



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<PAGE>



                  "Unadjusted Net WAC 30/360 Rate": For any Distribution Date, a
per annum rate equal to the weighted average of the Adjusted Net Mortgage Rates
of the Mortgage Loans for such Distribution Date.

                  "Uncertificated Accrued Interest": With respect to each REMIC
1 Regular Interest on each Distribution Date, an amount equal to one month's
interest at the related Uncertificated REMIC 1 Pass-Through Rate on the
Uncertificated Principal Balance of such REMIC 1 Regular Interest. In each case,
Uncertificated Accrued Interest will be reduced by any Net Prepayment Interest
Shortfalls, Relief Act Interest Shortfalls or other shortfalls allocated to such
Certificate as provided in Section 1.03.

                  "Uncertificated Principal Balance": With respect to each REMIC
1 Regular Interest, the amount of such REMIC 1 Regular Interest outstanding as
of any date of determination. As of the Closing Date, the Uncertificated
Principal Balance of each such REMIC 1 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 such REMIC 1 Regular Interest shall be reduced by all
distributions of principal made on such REMIC 1 Regular Interest on such
Distribution Date pursuant to Section 4.07 and, if and to the extent necessary
and appropriate, shall be further reduced on such Distribution Date by Realized
Losses as provided in Section 4.08, and the Uncertificated Principal Balances of
REMIC 1 Regular Interest LTZZ shall be increased by interest deferrals as
provided in Section 4.07. With respect to the Class C Interest as of any date of
determination, an amount equal to the excess, if any, of (A) the then aggregate
Uncertificated Principal Balance of the REMIC 1 Regular Interests over (B) the
then aggregate Certificate Principal Balance of the Class A Certificates,
Mezzanine Certificates, the Class B Certificates and the Class P Certificates
then outstanding. The Uncertificated Principal Balance of each REMIC 1 Regular
Interest that has an Uncertificated Principal Balance shall never be less than
zero.

                  "Uncertificated REMIC 1 Pass-Through Rate": For any
Distribution Date and each REMIC 1 Regular Interest, the Unadjusted Net WAC
30/360 Rate of the Mortgage Loans for such Distribution Date.

                  "Uninsured Cause": Any cause of damage to a Mortgaged Property
such that the complete restoration of such property is not fully reimbursable by
the hazard insurance policies required to be maintained pursuant to Section
3.14.

                  "United States Person" or "U.S. Person": A citizen or resident
of the United States, a corporation, partnership (or other entity treated as a
corporation or partnership for United States federal income tax purposes)
created or organized in, or under the laws of, the United States, any state
thereof, or the District of Columbia (except in the case of a partnership, to
the extent provided in Treasury regulations) provided that, for purposes solely
of the restrictions on the transfer of Residual Certificates, 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 required by
the applicable operative agreement to be United States Persons, or an estate the
income of which from sources without the United States is includible in


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<PAGE>



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 trust. The
term "United States" shall have the meaning set forth in Section 7701 of the
Code or successor provisions.

                  "Unpaid Interest Shortfall Amount": With respect to the Class
A Certificates, the Mezzanine Certificates and the Class B Certificates and (i)
the first Distribution Date, zero, and (ii) any Distribution Date after the
first Distribution Date, the amount, if any, by which (a) the sum of (1) the
Monthly Interest Distributable Amount for such Class for the immediately
preceding Distribution Date and (2) the outstanding Unpaid Interest Shortfall
Amount, if any, for such Class for such preceding Distribution Date exceeds (b)
the aggregate amount distributed on such Class in respect of interest pursuant
to clause (a) of this definition on such preceding Distribution Date, plus
interest on the amount of interest due but not distributed on the Certificates
of such Class on such preceding Distribution Date, to the extent permitted by
law, at the Pass-Through Rate for such Class for the related Accrual Period.

                  "Value": With respect to any Mortgaged Property, the lesser of
(i) the lesser of (a) the value thereof as determined by an appraisal made for
the originator of the Mortgage Loan at the time of origination of the Mortgage
Loan by an appraiser who met the minimum requirements of Fannie Mae and Freddie
Mac, and (b) the value thereof as determined by a review appraisal conducted by
the related Originator in the event any such review appraisal determines an
appraised value ten percent or more lower than the value thereof as determined
by the appraisal referred to in clause (i)(a) above and (ii) the purchase price
paid for the related Mortgaged Property by the Mortgagor with the proceeds of
the Mortgage Loan, provided, however, in the case of a Refinanced Mortgage Loan,
such value of the Mortgaged Property is based solely upon the lesser of (1) the
value determined by an appraisal made for the related Originator of such
Refinanced Mortgage Loan at the time of origination of such Refinanced Mortgage
Loan by an appraiser who met the minimum requirements of Fannie Mae and Freddie
Mac and (2) the value thereof as determined by a review appraisal conducted by
the related Originator in the event any such review appraisal determines an
appraised value ten percent or more lower than the value thereof as determined
by the appraisal referred to in clause (ii)(1) above.

                  "Voting Rights": The portion of the voting rights of all of
the Certificates which is allocated to any Certificate. At all times the Class A
Certificates, the Mezzanine Certificates, the Class B Certificates and the Class
C Certificates shall have 98% of the Voting Rights (allocated among the Holders
of the Class A Certificates, the Mezzanine Certificates, the Class B
Certificates and the Class C Certificates in proportion to the then outstanding
Certificate Principal Balances of their respective Certificates), the Class P
Certificates shall have 1% of the Voting Rights and the Residual Certificates
shall have 1% of the Voting Rights. The Voting Rights allocated to any Class of
Certificates (other than the Class P Certificates and the Residual Certificates)
shall be allocated among all Holders of each such Class in proportion to the
outstanding Certificate Principal Balance of such Certificates and the Voting
Rights allocated to the Class P Certificates and the Residual Certificates shall
be allocated among all Holders of each such Class in proportion to such Holders'
respective Percentage Interest; provided, however that when none of the Regular
Certificates are outstanding, 100% of the Voting Rights shall be allocated among
Holders of the Residual


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<PAGE>



Certificates in accordance with such Holders' respective Percentage Interests in
the Certificates of such Class.

                  SECTION 1.02. Accounting.

                  Unless otherwise specified herein, for the purpose of any
definition or calculation, whenever amounts are required to be netted,
subtracted or added or any distributions are taken into account such definition
or calculation and any related definitions or calculations shall be determined
without duplication of such functions.

                  SECTION 1.03. Allocation of Certain Interest Shortfalls.

                  For purposes of calculating the amount of the Monthly Interest
Distributable Amount for the Class A Certificates, the Mezzanine Certificates,
the Class B Certificates and the Class C Certificates for any Distribution Date,
(1) the aggregate amount of any Net Prepayment Interest Shortfalls and any
Relief Act Interest Shortfalls incurred in respect of the Mortgage Loans for any
Distribution Date shall be allocated first, among the Class C Certificates on a
PRO RATA basis based on, and to the extent of, one month's interest at the then
applicable Pass-Through Rate on the Notional Amount of each such Certificate
and, thereafter, among the Class A Certificates, the Mezzanine Certificates and
the Class B Certificates 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 such Certificate and (2) the
aggregate amount of any Realized Losses and Net WAC Rate Carryover Amounts,
incurred for any Distribution Date shall be allocated among the Class C
Certificates on a PRO RATA basis based on, and to the extent of, one month's
interest at the then applicable Pass-Through Rate on the Notional Amount of each
such Certificate.

                  For purposes of calculating the amount of Uncertificated
Accrued Interest for the REMIC 1 Regular Interests for any Distribution Date,
the aggregate amount of any Net Prepayment Interest Shortfalls and any Relief
Act Interest Shortfalls incurred in respect of the Mortgage Loans for any
Distribution Date shall be allocated first, to Uncertificated Accrued Interest
payable to REMIC 1 Regular Interest LTAA and REMIC 1 Regular Interest LTZZ up to
an aggregate amount equal to the REMIC 1 Interest Loss Allocation Amount, 98%
and 2%, respectively, and thereafter among REMIC 1 Regular Interest LTAA, REMIC
1 Regular Interest LTA1, REMIC 1 Regular Interest LTA2, REMIC 1 Regular Interest
LTA3, REMIC 1 Regular Interest LTA4, REMIC 1 Regular Interest LTM1, REMIC 1
Regular Interest LTM2, REMIC 1 Regular Interest LTM3, REMIC 1 Regular Interest
LTM4, REMIC 1 Regular Interest LTM5, REMIC 1 Regular Interest LTM6, REMIC 1
Regular Interest LTM7, REMIC 1 Regular Interest LTM8, REMIC 1 Regular Interest
LTM9, REMIC 1 Regular Interest LTB1, REMIC 1 Regular Interest LTB2 and REMIC 1
Regular Interest LTZZ PRO RATA based on, and to the extent of, one month's
interest at the then applicable respective Uncertificated REMIC 1 Pass-Through
Rate on the respective Uncertificated Principal Balance of each such REMIC 1
Regular Interest.



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<PAGE>



                                   ARTICLE II

                          CONVEYANCE OF MORTGAGE LOANS;
                        ORIGINAL ISSUANCE OF CERTIFICATES

                  SECTION 2.01. Conveyance of Mortgage Loans.

                  The Depositor, concurrently with the execution and delivery
hereof, does hereby transfer, assign, set over and otherwise convey in trust to
the Trustee without recourse for the benefit of the Certificateholders all the
right, title and interest of the Depositor, including any security interest
therein for the benefit of the Depositor, in and to (i) each Mortgage Loan
identified on the Mortgage Loan Schedule, including the related Cut-off Date
Principal Balance, all interest accruing thereon on and after the Cut-off Date
and all collections in respect of interest and principal due after the Cut-off
Date; (ii) property which secured each such Mortgage Loan and which has been
acquired by foreclosure or deed in lieu of foreclosure; (iii) its interest in
any insurance policies in respect of the Mortgage Loans; (iv) the rights of the
Depositor under the Master Agreements (as assigned to the Depositor pursuant to
the terms of the Assignment Agreements), (v) the right to receive any amounts
payable under the Cap Contract, (vi) all other assets included or to be included
in the Trust Fund and (vii) all proceeds of any of the foregoing. Such
assignment includes all interest and principal due and collected by the
Depositor or the related Servicer after the Cut-off Date with respect to the
Mortgage Loans. The Depositor herewith also delivers to the Trustee an executed
copy of each of the Assignment Agreements and the Master Agreements.

                  In connection with such transfer and assignment, the
Depositor, does hereby deliver to, and deposit with the Trustee, or its
designated agent (the "Custodian"), the following documents or instruments with
respect to each Original Mortgage Loan so transferred and assigned, the
following documents or instruments (or, in the case of the Delayed Delivery
Mortgage Loans, will deliver to, and deposit with, the Trustee the following
documents or instruments in accordance with Section 2.10) (with respect to each
Mortgage Loan, a "Mortgage File"):

                  (i) the original Mortgage Note with all riders thereto,
         endorsed either (A) in blank, in which case the Trustee shall cause the
         endorsement to be completed or (B) in the following form: "Pay to the
         order of Deutsche Bank National Trust Company, as Trustee, without
         recourse" or with respect to any lost Mortgage Note, an original Lost
         Note Affidavit stating that the original mortgage note was lost,
         misplaced or destroyed, together with a copy of the related mortgage
         note; provided, however, that such substitutions of Lost Note
         Affidavits for original Mortgage Notes may occur only with respect to
         Mortgage Loans, the aggregate Cut-off Date Principal Balance of which
         is less than or equal to 1.00% of the Pool Balance as of the Cut-off
         Date;

                  (ii) the original Mortgage with all riders thereto, noting the
         presence of the MIN of the Mortgage Loan and language indicating that
         the Mortgage Loan is a MOM Loan if the Mortgage Loan is a MOM Loan,
         with evidence of recording thereon, and the original recorded power of
         attorney, if the Mortgage was executed pursuant to a power of attorney,
         with evidence of recording thereon or, if such Mortgage or power of
         attorney has been submitted for recording but has not been returned
         from the applicable public recording office,


                                       55

<PAGE>



         has been lost or is not otherwise available, a copy of such Mortgage or
         power of attorney, as the case may be, certified to be a true and
         complete copy of the original submitted for recording;

                  (iii) unless the Mortgage Loan is registered on the MERS(R)
         System, an original Assignment, in form and substance acceptable for
         recording. The Mortgage shall be assigned either (A) in blank or (B) to
         "Deutsche Bank National Trust Company, as Trustee, without recourse";

                  (iv) an original copy of any intervening assignment of
         Mortgage showing a complete chain of assignments (or to MERS, if the
         Mortgage Loan is registered on the MERS(R) System and noting the
         presence of the MIN);

                  (v) the original or a certified copy of lender's title
         insurance policy; and

                  (vi) the original or copies of each assumption, modification,
         written assurance or substitution agreement, if any.

                  If any of the documents referred to in Section 2.01(ii), (iii)
or (iv) above has as of the Closing Date (or the Delayed Delivery Transfer Date,
with respect to the Delayed Delivery Mortgage Loans) been submitted for
recording but either (x) has not been returned from the applicable public
recording office or (y) has been lost or such public recording office has
retained the original of such document, the obligations of the Depositor to
deliver such documents shall be deemed to be satisfied upon (1) delivery to the
Trustee or the Custodian no later than the Closing Date, of a copy of each such
document certified by the related Originator in the case of (x) above or the
applicable public recording office in the case of (y) above to be a true and
complete copy of the original that was submitted for recording and (2) if such
copy is certified by the related Originator, delivery to the Trustee or the
Custodian, promptly upon receipt thereof of either the original or a copy of
such document certified by the applicable public recording office to be a true
and complete copy of the original. Notice shall be provided to the Trustee and
the Rating Agencies by the Depositor if delivery pursuant to clause (2) above
will be made more than 180 days after the Closing Date (or the Delayed Delivery
Transfer Date, with respect to the Delayed Delivery Mortgage Loans). If the
original lender's title insurance policy, or a certified copy thereof, was not
delivered pursuant to Section 2.01(v) above, the Depositor shall deliver or
cause to be delivered to the Trustee or the Custodian, the original or a copy of
a written commitment or interim binder or preliminary report of title issued by
the title insurance or escrow company, with the original or a certified copy
thereof to be delivered to the Trustee or the Custodian, promptly upon receipt
thereof. The related Servicer or the Depositor shall deliver or cause to be
delivered to the Trustee or the Custodian promptly upon receipt thereof any
other documents constituting a part of a Mortgage File received with respect to
any Mortgage Loan, including, but not limited to, any original documents
evidencing an assumption or modification of any Mortgage Loan.

                  Upon discovery or receipt of notice of any document that on
its face does not conform to the requirements of Section 2.01 hereof, or that a
document is missing from, a Mortgage File, the Trustee shall notify the related
Servicer and shall enforce the obligations of the related Originator under the
related Master Agreement to cure such defect or deliver such missing document to
the


                                       56

<PAGE>



Trustee or the Custodian within 90 days. If the related Originator does not cure
such defect or deliver such missing document within such time period, the
Trustee shall enforce the obligations of the related Originator under the Master
Agreement to either repurchase or substitute for such Mortgage Loan in
accordance with Section 2.03. In connection with the foregoing, it is understood
and agreed that the Trustee shall have no duty to discover any such defects
except in the course of performing its review of the Mortgage Files to the
extent set forth herein nor shall the Trustee have any liability in respect of
such defect or failure by the related Originator to deliver any missing document
within such period.

                  Except with respect to any Mortgage Loan for which MERS is
identified on the Mortgage or on a properly recorded assignment of the Mortgage
as the mortgagee of record, the Trustee shall enforce the obligations of the
Originators under the Master Agreements, to cause the Assignments which were
delivered in blank to be completed and to record all Assignments referred to in
Section 2.01(iii) hereof and, to the extent necessary, in Section 2.01(iv)
hereof. The Trustee shall enforce the obligations of the Originators under the
Master Agreements to deliver such assignments for recording within 180 days of
the Closing Date (or the Delayed Delivery Transfer Date, with respect to the
Delayed Delivery Mortgage Loans). In the event that any such Assignment is lost
or returned unrecorded because of a defect therein, the Trustee shall enforce
the obligations of the Originators under the Master Agreements to promptly have
a substitute Assignment prepared or have such defect cured, as the case may be,
and thereafter cause each such Assignment to be duly recorded.

                  In connection with the assignment of any Mortgage Loan
registered on the MERS(R) System, the Depositor further agrees that it will
cause, within 30 Business Days after the Closing Date (or the Delayed Delivery
Transfer Date, with respect to the Delayed Delivery Mortgage Loans), the MERS(R)
System to indicate that such Mortgage Loans have been assigned by the Depositor
to the Trustee in accordance with this Agreement for the benefit of the
Certificateholders by including (or deleting, in the case of Mortgage Loans
which are repurchased in accordance with this Agreement) in such computer files
(a) the code 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 Depositor further agrees that it
will not, and will not permit either Servicer to, and each Servicer agrees that
it will not, alter the codes referenced in this paragraph with respect to any
Mortgage Loan during the term of this Agreement unless and until such Mortgage
Loan is repurchased in accordance with the terms of this Agreement.

                  Notwithstanding the foregoing, for administrative convenience
and facilitation of servicing and to reduce closing costs, the Assignments shall
not be required to be submitted for recording (except with respect to any
Mortgage Loan located in Maryland) unless the Trustee and the Depositor receive
notice that such failure to record would result in a withdrawal or a downgrading
by any Rating Agency of the rating on any Class of Certificates; provided,
however, each Assignment shall be submitted for recording by the related
Originator in the manner described above, at no expense to the Trust Fund or
Trustee, upon the earliest to occur of: (i) reasonable direction by the Holders
of Certificates entitled to at least 25% of the Voting Rights, (ii) the
occurrence of a Servicer Event of Termination (in which case the Assignments for
the Mortgage Loans serviced by the related Servicer shall be recorded), (iii)
the occurrence of a bankruptcy, insolvency or foreclosure relating to the
related Originator, (iv) the occurrence of a servicing transfer


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as described in Section 7.02 hereof (in which case the Assignments for the
Mortgage Loans serviced by the related Servicer shall be recorded), (v) upon
receipt of notice from the related Servicer, the occurrence of a bankruptcy,
insolvency or foreclosure relating to the Mortgagor under the related Mortgage
and (vi) upon receipt of notice from the related Servicer, any Mortgage Loan
that is 90 days or more Delinquent. In the event of (i) through (iv) set forth
in the immediately preceding sentence, the Trustee shall enforce the obligations
of the related Originator to deliver such Assignments for recording as provided
above, promptly and in any event within 30 days following receipt of notice by
the related Originator from the related Servicer, as applicable. Notwithstanding
the foregoing, if the related Originator fails to pay the cost of recording the
Assignments, such expense will be paid by the Trustee and the Trustee shall be
reimbursed for such expenses by the Trust. Neither Servicer shall be deemed to
be in breach of its obligation to service in accordance with the Servicing
Standard by any delay in its servicing activities resulting from the failure to
submit the Assignments for recording.

                  Each Servicer shall forward to the Custodian original
documents evidencing an assumption, modification, consolidation or extension of
any Mortgage Loan entered into in accordance with this Agreement within two
weeks of their execution; provided, however, that the related Servicer shall
provide the Custodian with a certified true copy of any such document submitted
for recordation within two weeks of its execution, and shall provide the
original of any document submitted for recordation or a copy of such document
certified by the appropriate public recording office to be a true and complete
copy of the original within 365 days of its submission for recordation. In the
event that the related Servicer cannot provide a copy of such document certified
by the public recording office within such 365 day period, the related Servicer
shall deliver to the Custodian, within such 365 day period, a certificate of a
Servicing Officer of such Servicer which shall (A) identify the recorded
document, (B) state that the recorded document has not been delivered to the
Custodian due solely to a delay caused by the public recording office, (C) state
the amount of time generally required by the applicable recording office to
record and return a document submitted for recordation, if known and (D) specify
the date the applicable recorded document is expected to be delivered to the
Custodian, and, upon receipt of a copy of such document certified by the public
recording office, the related Servicer shall immediately deliver such document
to the Custodian. In the event the appropriate public recording office will not
certify as to the accuracy of such document, the related Servicer shall deliver
a copy of such document certified by an officer of the related Servicer to be a
true and complete copy of the original to the Custodian.

                  The Depositor shall deliver or cause the related Originator to
deliver (by regular mail) to each Servicer copies of all trailing documents
required to be included in the Mortgage File at the same time the originals or
certified copies thereof are delivered to the Trustee or the Custodian, such
documents including but not limited to the mortgagee policy of title insurance
and any mortgage loan documents upon return from the recording office. Except as
provided in Section 3.17, neither Servicer shall be responsible for any
Custodian fees or other costs incurred in obtaining such documents or for any
such costs it may incur in connection with performing its obligations pursuant
to this Agreement.

                  The parties hereto understand and agree that it is not
intended that any Mortgage Loan be included in the Trust that is a "High-Cost
Home Loan" as defined by the Homeownership and Equity Protection Act of 1994 or
any other applicable predatory or abusive lending laws.


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                  The Depositor hereby directs the Trustee to execute, deliver
and perform its obligations under the Cap Contract on the Closing Date and
thereafter on behalf of the Holders of the Class A Certificates, the Mezzanine
Certificates and the Class B Certificates. The Depositor, the Servicer and the
Holders of the Class A Certificates, the Mezzanine Certificates and the Class B
Certificates by their acceptance of such Certificates acknowledge and agree that
the Trustee shall execute, deliver and perform its obligations under the Cap
Contract and shall do so solely in its capacity as Trustee of the Trust Fund and
not in its individual capacity.

                  SECTION 2.02. Acceptance by Trustee.

                  Subject to the provisions of Section 2.01 and subject to the
review described below and any exceptions noted on the exception report
described in the next paragraph below, the Trustee acknowledges receipt of the
documents referred to in Section 2.01 above and all other assets included in the
definition of "Trust Fund" and declares that it holds and will hold such
documents and the other documents delivered to it constituting a Mortgage File,
and that it holds or will hold all such assets and such other assets included in
the definition of "Trust Fund" in trust for the exclusive use and benefit of all
present and future Certificateholders.

                  The Trustee agrees to execute and deliver (or cause the
Custodian to execute and deliver) to the Depositor and the Servicers on or prior
to the Closing Date an acknowledgment of receipt of either (i) the related
original Mortgage Note or (ii) a Lost Note Affidavit, for each Mortgage Loan
(with any exceptions noted), substantially in the form attached as Exhibit F-3
hereto (other than any Delayed Delivery Mortgage Loan).

                  The Trustee agrees, for the benefit of the Certificateholders,
to review, or that it has reviewed pursuant to Section 2.01 (or to cause the
Custodian to review or that it has caused the Custodian to have reviewed) each
Mortgage File on or prior to the Closing Date (or, with respect to any document
delivered after the Startup Day, within 45 days of receipt and with respect to
any Qualified Substitute Mortgage Loan, within 45 days after the assignment
thereof). The Trustee further agrees, for the benefit of the Certificateholders,
to certify to the Depositor and the Servicers in substantially the form attached
hereto as Exhibit F-1, within 45 days after the Closing Date (or, with respect
to any document delivered after the Startup Day, within 45 days of receipt and
with respect to any Qualified Substitute Mortgage Loan, within 45 days after the
assignment thereof) that, as to each Mortgage Loan listed in the Mortgage Loan
Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan
specifically identified in the exception report annexed thereto as not being
covered by such certification), (i) all documents required to be delivered to it
pursuant to Section 2.01 of this Agreement are in its possession, (ii) such
documents have been reviewed by it and have not been mutilated, damaged or torn
and appear on their face to relate to such Mortgage Loan and (iii) based on its
examination and only as to the foregoing, the information set forth in the
Mortgage Loan Schedule that corresponds to items (1) and (3) of the Mortgage
Loan Schedule accurately reflects information set forth in the Mortgage File. It
is herein acknowledged that, in conducting such review, the Trustee (or the
Custodian, as applicable) is under no duty or obligation to inspect, review or
examine any such documents, instruments, certificates or other papers to
determine that they are genuine, legally enforceable, valid or binding or
appropriate for the represented purpose or that they have actually been recorded
or that they are other than what they purport to be on their face.


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                  Prior to the first anniversary date of this Agreement the
Trustee shall deliver (or cause the Custodian to deliver) to the Depositor and
the Servicers a final certification in the form annexed hereto as Exhibit F-2,
with any applicable exceptions noted thereon.

                  If in the process of reviewing the Mortgage Files and making
or preparing, as the case may be, the certifications referred to above, the
Trustee (or the Custodian, as applicable) finds any document or documents
constituting a part of a Mortgage File to be missing or not to conform with
respect to any characteristics which are within the scope of the Trustee's (or
the Custodian's, as applicable) review as provided herein, at the conclusion of
its review, the Trustee shall so notify the Depositor, the related Originator
and the related Servicer. In addition, upon the discovery by the Depositor or
the related Servicer (or upon receipt by the Trustee of written notification of
such breach) of a breach of any of the representations and warranties made by
the Originators in the Master Agreements or the Seller in the Assignment
Agreements in respect of any Mortgage Loan which materially adversely affects
such Mortgage Loan or the interests of the Certificateholders in such Mortgage
Loan, the party discovering such breach shall give prompt written notice to the
other parties to this Agreement.

                  The Depositor and the Trustee intend that the assignment and
transfer herein contemplated constitute a sale of the Mortgage Loans, the
related Mortgage Notes and the related documents, conveying good title thereto
free and clear of any liens and encumbrances, from the Depositor to the Trustee
in trust for the benefit of the Certificateholders and that such property not be
part of the Depositor's estate or property of the Depositor in the event of any
insolvency by the Depositor. In the event that such conveyance is deemed to be,
or to be made as security for, a loan, the parties intend that the Depositor
shall be deemed to have granted and does hereby grant to the Trustee a first
priority perfected security interest in all of the Depositor's right, title and
interest in and to the Mortgage Loans, the related Mortgage Notes and the
related documents, and that this Agreement shall constitute a security agreement
under applicable law.

                  SECTION 2.03. Repurchase or Substitution of Mortgage Loans by
                                the Originator or the Seller.

                  (a) Upon discovery or receipt of written notice of any
materially defective document in, or that a document is missing from, a Mortgage
File or of the breach by the Originators or the Seller of any representation,
warranty or covenant under the Master Agreements or under the Assignment
Agreements (notwithstanding the Seller's lack of knowledge with respect to the
substance of such representation and warranty being inaccurate at the time the
representation and warranty was made), respectively, in respect of any Mortgage
Loan which materially adversely affects the value of such Mortgage Loan or the
interest therein of the Certificateholders, the Trustee shall request that the
related Originator deliver such missing document or cure such defect or that the
related Originator or the Seller, as applicable, cure such breach within 90 days
from the date the related Originator or the Seller, as applicable, was notified
of such missing document, defect or breach, and if the related Originator does
not deliver such missing document or cure such defect or if the related
Originator or the Seller, as applicable, does not cure such breach in all
material respects during such period, the Trustee shall enforce the related
Originator's obligation under the Master Agreement or the Seller's obligation
under the Assignment Agreements, as applicable, and cause the related Originator
or the Seller, as applicable, to repurchase such Mortgage Loan from the Trust


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Fund at the Purchase Price on or prior to the Determination Date following the
expiration of such 90 day period (subject to Section 2.03(e)). If the related
Originator or the Seller, as applicable, fails to repurchase or substitute for
such Mortgage Loan in accordance with its obligations under the related Master
Agreement or the Assignment Agreement, as applicable, the Trustee and the
Depositor shall consult on further actions to be taken against the related
Originator or the Seller, as applicable. Notwithstanding the foregoing, to the
extent of a breach by the related Originator and the Seller of any
representation, warranty or covenant under the Assignment Agreement in respect
of any Mortgage Loan which materially adversely affects the value of such
Mortgage Loan or the interest therein of the Certificateholders, the Trustee
shall first request that such Originator cure such breach or repurchase such
Mortgage Loan and if such Originator fails to cure such breach or repurchase
such Mortgage Loan within 60 days of receipt of such request from the Trustee,
the Trustee shall then request that the Seller cure such breach or repurchase
such Mortgage Loan.

                  The Purchase Price for the repurchased Mortgage Loan shall be
remitted to the related Servicer for deposit in the related Collection Account,
and the Trustee, upon receipt of written certification from the related Servicer
of such deposit, shall release to the related Originator or the Seller, as
applicable, the related Mortgage File and shall execute and deliver such
instruments of transfer or assignment, in each case without recourse, as the
related Originator or the Seller, as applicable, shall furnish to it and as
shall be necessary to vest in the related Originator or the Seller, as
applicable, any Mortgage Loan released pursuant hereto and the Trustee shall
have no further responsibility with regard to such Mortgage File (it being
understood that the Trustee shall have no responsibility for determining the
sufficiency of such assignment for its intended purpose). In lieu of
repurchasing any such Mortgage Loan as provided above, the related Originator or
the Seller, as applicable, may cause such Mortgage Loan to be removed from the
Trust Fund (in which case it shall become a Deleted Mortgage Loan) and
substitute one or more Qualified Substitute Mortgage Loans in the manner and
subject to the limitations set forth in Section 2.03(d); provided, however,
neither the Originators nor the Seller, as applicable, may substitute a
Qualified Substitute Mortgage Loan for any Deleted Mortgage Loan which breaches
a representation or warranty regarding abusive or predatory lending laws. It is
understood and agreed that the obligation of the Originators and the Seller to
cure or to repurchase (or to substitute for) any Mortgage Loan as to which, in
the case of the Originators only, a document is missing or a material defect in
a constituent document exists or, in the case of the Originators and the Seller,
as to which such a breach has occurred and is continuing, shall constitute the
sole remedy against the Originators and the Seller respecting such omission,
defect or breach available to the Trustee on behalf of the Certificateholders.

                  In addition to the foregoing, within 90 days of the earlier of
discovery by the Seller or receipt of notice by the Seller of (i) the breach of
any representation or warranty of Residential Mortgage Assistance Enterprise,
LLC set forth in Section 7.02 of the ResMae Master Agreement which materially
and adversely affects the interests of the Certificateholders in any ResMae
Mortgage Loan and for which Residential Mortgage Assistance Enterprise, LLC has
failed to cure such breach in accordance with the terms of the ResMae Master
Agreement and (ii)(a) the fact that Residential Mortgage Assistance Enterprise,
LLC is no longer an operating company or (b) an Officers' Certificate certifying
to the fact that Residential Mortgage Assistance Enterprise, LLC is financially
unable to cure such breach pursuant to the terms of the ResMae Master Agreement,
the Seller shall take such action described in Section 2.03 in respect of such
ResMae Mortgage Loan. Such obligation of the Seller shall continue until such
time that the Rating Agencies inform the


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Depositor and the Seller in writing that such obligation is no longer required
in order for the Rating Agencies to maintain their then-current ratings on the
Certificates.

                  (b) Within 90 days of the earlier of discovery by the
Depositor or receipt of notice by the Depositor of the breach of any
representation, warranty or covenant of the Depositor set forth in Section 2.06,
which materially and adversely affects the interests of the Certificateholders
in any Mortgage Loan, the Depositor shall cure such breach in all material
respects.

                  (c) Within 90 days of the earlier of discovery by either
Servicer or receipt of notice by either Servicer of the breach of any
representation, warranty or covenant of such Servicer set forth in Section 2.05
which materially and adversely affects the interests of the Certificateholders
in any Mortgage Loan, the related Servicer shall cure such breach in all
material respects.

                  (d) Any substitution of Qualified Substitute Mortgage Loans
for Deleted Mortgage Loans made pursuant to Section 2.03(a) must be effected
prior to the last Business Day that is within two years after the Closing Date.
As to any Deleted Mortgage Loan for which the Originators or the Seller, as
applicable, substitutes a Qualified Substitute Mortgage Loan or Loans, such
substitution shall be effected by the Originators or the Seller, as applicable,
delivering to the Trustee, for such Qualified Substitute Mortgage Loan or Loans,
the Mortgage Note, the Mortgage and the Assignment to the Trustee, and such
other documents and agreements, with all necessary endorsements thereon, as are
required by Section 2.01, together with an Officers' Certificate providing that
each such Qualified Substitute Mortgage Loan satisfies the definition thereof
and specifying the Substitution Adjustment (as described below), if any, in
connection with such substitution. The Trustee shall acknowledge receipt for
such Qualified Substitute Mortgage Loan or Loans and, within 45 days thereafter,
shall review such documents as specified in Section 2.02 and deliver to the
Depositor and the related Servicer, with respect to such Qualified Substitute
Mortgage Loan or Loans, a certification substantially in the form attached
hereto as Exhibit F-1, with any applicable exceptions noted thereon. Within one
year of the date of substitution, the Trustee shall deliver to the Depositor and
the related Servicer a certification substantially in the form of Exhibit F-2
hereto with respect to such Qualified Substitute Mortgage Loan or Loans, with
any applicable exceptions noted thereon. Monthly Payments due with respect to
Qualified Substitute Mortgage Loans in the month of substitution are not part of
the Trust Fund and will be retained by the Originators or the Seller, as
applicable. For the month of substitution, distributions to Certificateholders
will reflect the collections and recoveries in respect of such Deleted Mortgage
Loan in the Due Period preceding the month of substitution and the related
Originator or the Seller, as applicable, shall thereafter be entitled to retain
all amounts subsequently received in respect of such Deleted Mortgage Loan. The
related Servicer shall give or cause to be given written notice to the Trustee,
who shall forward such notice to the Certificateholders, that such substitution
has taken place, shall amend the Mortgage Loan Schedule to reflect the removal
of such Deleted Mortgage Loan from the terms of this Agreement and the
substitution of the Qualified Substitute Mortgage Loan or Loans and shall
deliver a copy of such amended Mortgage Loan Schedule to the Trustee. Upon such
substitution by the Originators or the Seller, as applicable, such Qualified
Substitute Mortgage Loan or Loans shall constitute part of the Mortgage Pool and
shall be subject in all respects to the terms of this Agreement and the related
Assignment Agreement, including all applicable representations and warranties
thereof as of the date of substitution.



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                  For any month in which either Originator or the Seller, as
applicable, substitutes one or more Qualified Substitute Mortgage Loans for one
or more Deleted Mortgage Loans, the related Servicer will determine the amount
(the "Substitution Adjustment"), if any, by which the aggregate Purchase Price
of all such Deleted Mortgage Loans exceeds the aggregate, as to each such
Qualified Substitute Mortgage Loan, of the Stated Principal Balance thereof as
of the date of substitution, together with one month's interest on such Stated
Principal Balance at the applicable Mortgage Rate. On the date of such
substitution, the Trustee shall enforce the related Originator's obligation
under the Master Agreement or the Seller's obligation under the Assignment
Agreements, as applicable, and cause the related Originator or the Seller, as
applicable, to deliver or cause to be delivered to the related Servicer for
deposit in its Collection Account an amount equal to the Substitution
Adjustment, if any, and the Trustee, upon receipt of the related Qualified
Substitute Mortgage Loan or Loans and certification by the related Servicer of
such deposit, shall release to the related Originator or the Seller, as
applicable, the related Mortgage File or Files and shall execute and deliver
such instruments of transfer or assignment, in each case without recourse, as
the related Originator or the Seller, as applicable, shall deliver to it and as
shall be necessary to vest therein any Deleted Mortgage Loan released pursuant
hereto.

                  In addition, the related Originator or the Seller, as
applicable, shall obtain at its own expense and deliver to the Trustee an
Opinion of Counsel to the effect that such substitution will not cause (a) any
federal tax to be imposed on the Trust Fund, including without limitation, any
federal tax imposed on "prohibited transactions" under Section 860F(a)(I) of the
Code or on "contributions after the startup date" under Section 860G(d)(I) of
the Code or (b) any REMIC to fail to qualify as a REMIC at any time that any
Certificate is outstanding. If such Opinion of Counsel can not be delivered,
then such substitution may only be effected at such time as the required Opinion
of Counsel can be given.

                  (e) Upon discovery by the Depositor, either Servicer or the
Trustee that any Mortgage Loan does not constitute a "qualified mortgage" within
the meaning of Section 860G(a)(3) of the Code, the party discovering such fact
shall within two Business Days give written notice thereof to the other parties
hereto. In connection therewith, the Seller or the Depositor, as the case may
be, shall repurchase or, subject to the limitations set forth in Section
2.03(d), substitute one or more Qualified Substitute Mortgage Loans for the
affected Mortgage Loan within 90 days of the earlier of discovery or receipt of
such notice with respect to such affected Mortgage Loan. Such repurchase or
substitution shall be made (i) by the related Originator if the affected
Mortgage Loan's status as a non-qualified mortgage is or results from a breach
of any representation, warranty or covenant made by such Originator under the
related Master Agreement or (ii) the Depositor, if the affected Mortgage Loan's
status as a non-qualified mortgage is a breach of any representation or warranty
of the Depositor set forth in Section 2.06, or if its status as a non-qualified
mortgage is a breach of no representation or warranty. Any such repurchase or
substitution shall be made in the same manner as set forth in Section 2.03(a) or
2.03(d), if made by an Originator, or Section 2.03(b), if made by the Depositor.
The Trustee shall reconvey to the Depositor or the related Originator, as the
case may be, 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.

                  SECTION 2.04. [Reserved].


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                  SECTION 2.05. Representations, Warranties and Covenants of the
                                Servicers.

                  Each Servicer, as to itself only, hereby represents, warrants
and covenants to the Trustee, for the benefit of each of the Trustee and the
Certificateholders and to the Depositor that as of the Closing Date or as of
such date specifically provided herein:

                  (i) Such Servicer is duly organized, validly existing, and in
         good standing under the laws of the jurisdiction of its formation and
         has all licenses necessary to carry on its business as now being
         conducted and is licensed, qualified and in good standing in the states
         where the Mortgaged Property is located if the laws of such state
         require licensing or qualification in order to conduct business of the
         type conducted by such Servicer or to ensure the enforceability or
         validity of each Mortgage Loan; such Servicer has the power and
         authority to execute and deliver this Agreement and to perform in
         accordance herewith; the execution, delivery and performance of this
         Agreement (including all instruments of transfer to be delivered
         pursuant to this Agreement) by such Servicer and the consummation of
         the transactions contemplated hereby have been duly and validly
         authorized; this Agreement evidences the valid, binding and enforceable
         obligation of such Servicer, subject to applicable bankruptcy,
         insolvency, reorganization, moratorium or other similar laws affecting
         the enforcement of creditors' rights generally; and all requisite
         corporate action has been taken by such Servicer to make this Agreement
         valid and binding upon such Servicer in accordance with its terms;

                  (ii) The consummation of the transactions contemplated by this
         Agreement are in the ordinary course of business of such Servicer and
         will not result in the material breach of any term or provision of the
         charter or by-laws of such Servicer or result in the breach of any term
         or provision of, or conflict with or constitute a default under or
         result in the acceleration of any obligation under, any material
         agreement, indenture or loan or credit agreement or other instrument to
         which such Servicer or its property is subject, or result in the
         violation of any law, rule, regulation, order, judgment or decree to
         which such Servicer or its property is subject;

                  (iii) The execution and delivery of this Agreement by such
         Servicer and the performance and compliance with its obligations and
         covenants hereunder do not require the consent or approval of any
         governmental authority or, if such consent or approval is required, it
         has been obtained;

                  (iv) This Agreement, and all documents and instruments
         contemplated hereby which are executed and delivered by such Servicer,
         constitute and will constitute valid, legal and binding obligations of
         such Servicer, enforceable in accordance with their respective terms,
         except as the enforcement thereof may be limited by applicable
         bankruptcy laws and general principles of equity;

                  (v) Such Servicer does not believe, nor does it have any
         reason or cause to believe, that it cannot perform each and every
         covenant contained in this Agreement;



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                  (vi) There is no action, suit, proceeding or investigation
         pending or, to its knowledge, threatened against such Servicer that,
         either individually or in the aggregate, (A) may result in any change
         in the business, operations, financial condition, properties or assets
         of such Servicer that might prohibit or materially and adversely affect
         the performance by such Servicer of its obligations under, or the
         validity or enforceability of, this Agreement, or (B) may result in any
         material impairment of the right or ability of such Servicer to carry
         on its business substantially as now conducted, or (C) would draw into
         question the validity or enforceability of this Agreement or of any
         action taken or to be taken in connection with the obligations of such
         Servicer contemplated herein, or (D) would otherwise be likely to
         impair materially the ability of such Servicer to perform under the
         terms of this Agreement;

                  (vii) No information, certificate of an officer, statement
         furnished in writing or report delivered to the Trustee by such
         Servicer in connection with the transactions contemplated hereby
         contains any untrue statement of a material fact;

                  (ix) Such Servicer will not waive any Prepayment Charge unless
         it is waived in accordance with the standard set forth in Section 3.01;

                  (x) Such Servicer has fully furnished and will continue to
         fully furnish, in accordance with the Fair Credit Reporting Act and its
         implementing regulations, accurate and complete information (e.g.,
         favorable and unfavorable) on its borrower credit files to Equifax,
         Experian and Trans Union Credit Information Company or their successors
         (the "Credit Repositories") in a timely manner; and

                  (xi) Such 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.

                  It is understood and agreed that the representations,
warranties and covenants set forth in this Section 2.05 shall survive delivery
of the Mortgage Files to the Trustee and shall inure to the benefit of the
Trustee, the Depositor and the Certificateholders. Upon discovery by any of the
Depositor, either Servicer or the Trustee of a breach of any of the foregoing
representations, warranties and covenants which materially and adversely affects
the value of any Mortgage Loan, Prepayment Charge or the interests therein of
the Certificateholders, the party discovering such breach shall give prompt
written notice (but in no event later than two Business Days following such
discovery) to the related Servicer and the Trustee. Notwithstanding the
foregoing, within 90 days of the earlier of discovery by the related Servicer or
receipt of notice by the related Servicer of the breach of the representation or
covenant of the related Servicer set forth in Section 2.05(ix) above which
materially and adversely affects the interests of the Holders of the Class P
Certificates in any Prepayment Charge, the related Servicer must pay the amount
of such waived Prepayment Charge, for the benefit of the Holders of the Class P
Certificates, by depositing such amount into its Collection Account. The
foregoing shall not, however, limit any remedies available to the
Certificateholders, the Depositor or the Trustee on behalf of the
Certificateholders, pursuant to the Master Agreements respecting a breach of the
representations, warranties and covenants of the Originators.



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                  SECTION 2.06. Representations and Warranties of the Depositor.

                  The Depositor represents and warrants to the Trust, the
Servicers and the Trustee on behalf of the Certificateholders as follows:

                  (i) This agreement constitutes a legal, valid and binding
         obligation of the Depositor, enforceable against the Depositor in
         accordance with its terms, except as enforceability may be limited by
         applicable bankruptcy, insolvency, reorganization, moratorium or other
         similar laws now or hereafter in effect affecting the enforcement of
         creditors' rights in general and except as such enforceability may be
         limited by general principles of equity (whether considered in a
         proceeding at law or in equity);

                   (ii) Immediately prior to the sale and assignment by the
         Depositor to the Trustee on behalf of the Trust of each Mortgage Loan,
         the Depositor had good and marketable title to each Mortgage Loan
         (insofar as such title was conveyed to it by the Seller) subject to no
         prior lien, claim, participation interest, mortgage, security interest,
         pledge, charge or other encumbrance or other interest of any nature;

                  (iii) As of the Closing Date, the Depositor has transferred
         all right, title and interest in the Mortgage Loans to the Trustee on
         behalf of the Trust;

                  (iv) The Depositor has not transferred the Mortgage Loans to
         the Trustee on behalf of the Trust with any intent to hinder, delay or
         defraud any of its creditors;

                  (v) The Depositor has been duly incorporated and is validly
         existing as a corporation in good standing under the laws of Delaware,
         with full corporate power and authority to own its assets and conduct
         its business as presently being conducted;

                  (vi) The Depositor is not in violation of its articles of
         incorporation or by-laws or in default in the performance or observance
         of any material obligation, agreement, covenant or condition contained
         in any contract, indenture, mortgage, loan agreement, note, lease or
         other instrument to which the Depositor is a party or by which it or
         its properties may be bound, which default might result in any material
         adverse changes in the financial condition, earnings, affairs or
         business of the Depositor or which might materially and adversely
         affect the properties or assets, taken as a whole, of the Depositor;

                  (vii) The execution, delivery and performance of this
         Agreement by the Depositor, and the consummation of the transactions
         contemplated thereby, do not and will not result in a material breach
         or violation of any of the terms or provisions of, or, to the knowledge
         of the Depositor, constitute a default under, any indenture, mortgage,
         deed of trust, loan agreement or other agreement or instrument to which
         the Depositor is a party or by which the Depositor is bound or to which
         any of the property or assets of the Depositor is subject, nor will
         such actions result in any violation of the provisions of the articles
         of incorporation or by-laws of the Depositor or, to the best of the
         Depositor's knowledge without independent investigation, any statute or
         any order, rule or regulation of any court or governmental agency or
         body having jurisdiction over the Depositor or any of its properties or
         assets (except for


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         such conflicts, breaches, violations and defaults as would not have a
         material adverse effect on the ability of the Depositor to perform its
         obligations under this Agreement);

                  (viii) To the best of the Depositor's knowledge without any
         independent investigation, no consent, approval, authorization, order,
         registration or qualification of or with any court or governmental
         agency or body of the United States or any other jurisdiction is
         required for the issuance of the Certificates, or the consummation by
         the Depositor of the other transactions contemplated by this Agreement,
         except such consents, approvals, authorizations, registrations or
         qualifications as (a) may be required under State securities or Blue
         Sky laws, (b) have been previously obtained or (c) the failure of which
         to obtain would not have a material adverse effect on the performance
         by the Depositor of its obligations under, or the validity or
         enforceability of, this Agreement; and

                  (ix) There are no actions, proceedings or investigations
         pending before or, to the Depositor's knowledge, threatened by any
         court, administrative agency or other tribunal to which the Depositor
         is a party or of which any of its properties is the subject: (a) which
         if determined adversely to the Depositor would have a material adverse
         effect on the business, results of operations or financial condition of
         the Depositor; (b) asserting the invalidity of this Agreement or the
         Certificates; (c) seeking to prevent the issuance of the Certificates
         or the consummation by the Depositor of any of the transactions
         contemplated by this Agreement, as the case may be; or (d) which might
         materially and adversely affect the performance by the Depositor of its
         obligations under, or the validity or enforceability of, this
         Agreement.

                  SECTION 2.07. Issuance of Certificates.

                  The Trustee acknowledges the assignment to it of the Mortgage
Loans and the delivery to it of the Mortgage Files, subject to the provisions of
Sections 2.01 and 2.02, together with the assignment to it of all other assets
included in the Trust Fund, receipt of which is hereby acknowledged.
Concurrently with such assignment and delivery and in exchange therefor, the
Trustee, pursuant to the written request of the Depositor executed by an officer
of the Depositor, has executed, authenticated and delivered to or upon the order
of the Depositor, the Certificates in authorized denominations. The interests
evidenced by the Certificates constitute the entire beneficial ownership
interest in the Trust Fund.

                  SECTION 2.08. [Reserved].

                  SECTION 2.09. Acceptance of REMIC 1 and REMIC 2 by the
                                Trustee; Conveyance of REMIC 1 Regular
                                Interests; Issuance of Certificates.

                  (a) The Depositor, concurrently with the execution and
delivery hereof, does hereby transfer, assign, set over and otherwise convey in
trust to the Trustee without recourse all the right, title and interest of the
Depositor in and to the assets described in the definition of REMIC 1 for the
benefit of the holders of the REMIC 1 Regular Interests (which are
uncertificated) and the Class R Certificates (in respect of the Class R-1
Interest). The Trustee acknowledges receipt of the


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REMIC 1 Regular Interests (which are uncertificated) and declares that it holds
and will hold the same in trust for the exclusive use and benefit of the holders
of the REMIC 1 Regular Interests and the Class R Certificates (in respect of the
Class R-1 Interest). The interests evidenced by the Class R-1 Interest, together
with the REMIC 1 Regular Interests, constitute the entire beneficial ownership
interest in REMIC 1.

                  (b) The Depositor concurrently with the execution and delivery
hereof, does hereby transfer, assign, set over and otherwise convey in trust to
the Trustee without recourse all the right, title and interest of the Depositor
in and to the REMIC 1 Regular Interests (which are uncertificated) for the
benefit of the Holders of the Regular Certificates and the Class R Certificates
(in respect of the Class R-2 Interest). The interests evidenced by the Class R-2
Interest, together with the Regular Certificates, constitute the entire
beneficial ownership interest in REMIC 2.

                  (c) The Depositor, concurrently with the execution and
delivery hereof, does hereby transfer, assign, set over and otherwise convey in
trust to the Trustee without recourse all the right, title and interest of the
Depositor in and to the Class C Interest (which is uncertificated) for the
benefit of the Holders of the Class C Certificates and the Class R-X
Certificates (in respect of the Class R-3 Interest). The Trustee acknowledges
receipt of the Class C Interest and declares that it holds and will hold the
same in trust for the exclusive use and benefit of the Holders of the Class C
Certificates and the Class R-X Certificates (in respect of the Class R-3
Interest). The interests evidenced by the Class R-3 Interest, together with the
Class C Certificates, constitute the entire beneficial ownership interest in
REMIC 3.

                  (d) The Depositor, concurrently with the execution and
delivery hereof, does hereby transfer, assign, set over and otherwise convey in
trust to the Trustee without recourse all the right, title and interest of the
Depositor in and to the Class P Interest (which is uncertificated) for the
benefit of the Holders of the Class P Certificates and the Class R-X
Certificates (in respect of the Class R-4 Interest). The Trustee acknowledges
receipt of the Class P Interest and declares that it holds and will hold the
same in trust for the exclusive use and benefit of the Holders of the Class P
Certificates and the Class R-X Certificates (in respect of the Class R-4
Interest). The interests evidenced by the Class R-5 Interest, together with the
Class P Certificates, constitute the entire beneficial ownership interest in
REMIC 4.

                  (e) Concurrently with (i) the assignment and delivery to the
Trustee of REMIC 1 and the acceptance by the Trustee thereof, pursuant to
Section 2.01, Section 2.02 and subsection (a) hereof, (ii) the assignment and
delivery to the Trustee of REMIC 2 (including the Residual Interest therein
represented by the Class R-2 Interest) and the acceptance by the Trustee
thereof, pursuant to subsection (b) hereof, (iii) the assignment and delivery to
the Trustee of REMIC 3 (including the Residual Interest therein represented by
the Class R-3 Interest) and (iv) the assignment and delivery to the Trustee of
REMIC 4 (including the Residual Interest therein represented by the Class R-4
Interest) and the acceptance by the Trustee thereof, pursuant to subsection (c)
hereof, the Trustee, pursuant to the written request of the Depositor executed
by an officer of the Depositor, has executed, authenticated and delivered to or
upon the order of the Depositor, (A) the Class R Certificates in authorized
denominations evidencing the Class R-1 Interest and the Class R-2 Interest and
(B) the Class R-X Certificates in authorized denominations evidencing the Class
R-3 Interest and the Class R-4 Interest.


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                  SECTION 2.10. Conveyance of Delayed Delivery Mortgage Loans.

                  The Depositor shall deliver the Mortgage File for each Delayed
Delivery Mortgage Loan not later than thirty Business Days after the Closing
Date (the "Delayed Delivery Transfer Date"). To the extent that the Originator
shall be in possession of any Mortgage File with respect to any Delayed Delivery
Mortgage Loan, until delivery of such Mortgage File to the Trustee as provided
in this Section 2.10, the Originator shall hold such Mortgage File as agent and
in trust for the Trustee.

                  On the thirty-first Business Day after the Closing Date, the
Trustee shall deliver to the Depositor, the Seller and the Servicers a Delayed
Delivery Certification substantially in the form of Exhibit F-4 attached hereto,
with any applicable exceptions noted thereon. With respect to any Delayed
Delivery Mortgage Loan for which an exception had been noted on such Delayed
Delivery Certification, the Trustee shall enforce the obligations of the Seller
under the related Master Agreement to repurchase such Delayed Delivery Mortgage
Loan from REMIC I at the Purchase Price within one Business Day of receipt by
the Seller of such Delayed Delivery Certification. The Purchase Price for the
repurchased Delayed Delivery Mortgage Loan shall be remitted to the related
Servicer for deposit in the related Collection Account and the Trustee, upon
receipt of written certification from such Servicer of such deposit, shall
release to the Seller the related Mortgage File and the Trustee shall execute
and deliver such instruments of transfer or assignment, in each case without
recourse, representation or warranty as the Seller shall furnish to it and as
shall be necessary to vest in the Seller any Delayed Delivery Mortgage Loan
released pursuant hereto. The Trustee shall not have any further responsibility
with regard to such Mortgage File.

                  Notwithstanding the foregoing, any Mortgage Loan included in
the Mortgage Pool on the Closing Date (including any Delayed Delivery Mortgage
Loan) may be rejected by any Rating Agency if the inclusion of any such
Subsequent Mortgage Loan would adversely affect the ratings of any Class of
Certificates.


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                                   ARTICLE III

                          ADMINISTRATION AND SERVICING
                              OF THE MORTGAGE LOANS

                  SECTION 3.01. Servicer to Act as Servicer.

                  Unless otherwise specified, all references to actions to be
taken by "the Servicer" under this Article III or any other provision of this
Agreement with respect to a Mortgage Loan or Mortgage Loans or with respect to
an REO Property or REO Properties shall be to actions to be taken or previously
taken by the related Servicer with respect to a Mortgage Loan or Mortgage Loans
serviced thereby or with respect to an REO Property or REO Properties
administered thereby. Furthermore, unless otherwise specified, all references to
actions to be taken or previously taken by "the Servicer" under this Article III
or any other provision of this Agreement with respect to "the Collection
Account" or "the Escrow Account" shall be to actions to be taken or previously
taken by each Servicer with respect to the Collection Account or the Escrow
Account to be established and maintained thereby. Consistent with the foregoing,
but only insofar as the context so permits, this Article III is to be read with
respect to each Servicer as if such Servicer alone was servicing and
administering its respective Mortgage Loans hereunder.

                  The Servicer shall service and administer the Mortgage Loans
on behalf of the Trust and in the best interests 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, in the same manner in which it services and
administers similar mortgage loans for its own portfolio, giving due
consideration to customary and usual standards of practice of mortgage lenders
and loan servicers administering similar mortgage loans but without regard to:

                  (i) any relationship that the Servicer, any Sub-Servicer or
         any Affiliate of the Servicer or any Sub-Servicer may have with the
         related Mortgagor;

                  (ii) the ownership or non-ownership of any Certificate by the
         Servicer or any Affiliate of the Servicer;

                  (iii) the Servicer's obligation to make Advances or Servicing
         Advances; or

                  (iv) the Servicer's or any Sub-Servicer's right to receive
         compensation for its services hereunder or with respect to any
         particular transaction.

                  To the extent consistent with the foregoing, the Servicer (a)
shall seek to maximize the timely and complete recovery of principal and
interest on the Mortgage Notes and (b) shall waive (or permit a Sub-Servicer to
waive) a Prepayment Charge only under the following circumstances: (i) such
waiver is standard and customary in servicing similar Mortgage Loans and such
waiver relates to a default or a 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, (ii) the collection of such Prepayment Charge would be in


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violation of applicable laws, (iii) the amount of the Prepayment Charge set
forth on the Prepayment Charge Schedule is not consistent with the related
Mortgage Note or is otherwise unenforceable or (iv) the collection of such
Prepayment Charge would be considered "predatory" pursuant to written guidance
published or issued by any applicable federal, state or local regulatory
authority acting in its official capacity and having jurisdiction over such
matters. If a Prepayment Charge is waived as permitted by meeting the standard
described in clauses (ii), (iii) or (iv) above, then, upon notification from the
Servicer that the related Prepayment Charge was waived because (i) the
collection of such Prepayment Charge would be in violation of applicable laws,
(ii) the amount of the Prepayment Charge set forth on the Prepayment Charge
Schedule is not consistent with the related Mortgage Note or is otherwise
unenforceable or (iii) the collection of such Prepayment Charge would be
considered "predatory" pursuant to written guidance published or issued by any
applicable federal, state or local regulatory authority acting in its official
capacity and having jurisdiction over such matters (which, in each case, shall
constitute a breach of a representation or warranty by the related Originator
under the related Master Agreement), then the Trustee shall, in accordance with
the procedures set forth in Section 2.03, enforce the obligation of the related
Originator to pay the amount of such waived Prepayment Charge to the related
Servicer for deposit in the Collection Account for the benefit of the Holders of
the Class P Certificates. If the related Originator fails to pay the amount of
such waived Prepayment Charge in accordance with its obligations under the
related Master Agreement, the Trustee and the Depositor shall consult on further
actions to be taken against such Originator.

                  Subject only to the above-described servicing standards and
the terms of this Agreement and of the Mortgage Loans, the Servicer shall have
full power and authority, acting alone or through Sub-Servicers as provided in
Section 3.02, to do or cause to be done any and all things in connection with
such servicing and administration which it may deem necessary or desirable.
Without limiting the generality of the foregoing, the Servicer, in its own name
or in the name of a Sub-Servicer is hereby authorized and empowered by the
Trustee when the Servicer believes it appropriate in its best judgment in
accordance with the Servicing Standard, to execute and deliver, on behalf of the
Certificateholders and the Trustee, any and all instruments of satisfaction or
cancellation, or of partial or full release or discharge, and all other
comparable instruments, with respect to the Mortgage Loans and the Mortgaged
Properties and to institute foreclosure proceedings or obtain a deed-in-lieu of
foreclosure so as to convert the ownership of such properties, and to hold or
cause to be held title to such properties, on behalf of the Trustee and
Certificateholders. The Servicer shall service and administer the Mortgage Loans
in accordance with applicable state and federal law and shall provide to the
Mortgagors any reports required to be provided to them thereby. The Servicer
shall also comply in the performance of this Agreement with all reasonable rules
and requirements of each insurer under any standard hazard insurance policy.
Subject to Section 3.17, within five (5) days of the Closing Date, the Trustee
shall execute, at the written request of the Servicer, and furnish to the
Servicer and any Sub-Servicer any special or limited powers of attorney and
other documents necessary or appropriate to enable the Servicer or any
Sub-Servicer to carry out their 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 execution. The Trustee shall
not be liable for the actions of the Servicer or any Sub-Servicers under such
powers of attorney.



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                  The Servicer further is authorized and empowered by the
Trustee, on behalf of the Certificateholders and the Trustee, in its own name or
in the name of the Sub-Servicer, when the Servicer or the Sub-Servicer, as the
case may be, believes it is appropriate in its best judgment to register any
Mortgage Loan on the MERS(R) System, or cause the removal from the registration
of any Mortgage Loan on the MERS(R) System, to execute and deliver, on behalf of
the Trustee and the Certificateholders or any of them, any and all instruments
of assignment and other comparable instruments with respect to such assignment
or re-recording of a Mortgage in the name of MERS, solely as nominee for the
Trustee and its successors and assigns. Any reasonable expenses incurred in
connection with the actions described in the preceding sentence or as a result
of MERS discontinuing or becoming unable to continue operations in connection
with the MERS(R) System, shall be reimbursable to the Servicer by withdrawal
from the Collection Account pursuant to Section 3.11.

                  Subject to Section 3.09 hereof, in accordance with the
standards of the preceding paragraph, the Servicer, on escrowed accounts, shall
advance or cause to be advanced funds as necessary for the purpose of effecting
the payment of taxes and assessments on the Mortgaged Properties, which advances
shall be Servicing Advances reimbursable in the first instance from related
collections from the Mortgagors pursuant to Section 3.09, and further as
provided in Section 3.11. Any cost incurred by the Servicer or by Sub-Servicers
in effecting the payment of taxes and assessments on a Mortgaged Property shall
not, for the purpose of calculating distributions to Certificateholders, be
added to the unpaid Stated Principal Balance of the related Mortgage Loan,
notwithstanding that the terms of such Mortgage Loan so permit.

                  Notwithstanding anything in this Agreement to the contrary,
the Servicer may not make any future advances with respect to a Mortgage Loan
(except as provided in Section 4.04) and the Servicer shall not (i) permit any
modification with respect to any Mortgage Loan that would change the Mortgage
Rate, reduce or increase the Stated Principal Balance (except for reductions
resulting from actual payments of principal) or change the final maturity date
on such Mortgage Loan (unless as provided in Section 3.07, the Mortgagor is in
default with respect to the Mortgage Loan or such default is, in the judgment of
the Servicer, reasonably foreseeable) or (ii) permit any modification, waiver or
amendment of any term of any Mortgage Loan that would both (A) effect an
exchange or reissuance of such Mortgage Loan under Section 1001 of the Code (or
Treasury regulations promulgated thereunder) and (B) cause any REMIC created
hereunder to fail to qualify as a REMIC under the Code or the imposition of any
tax on "prohibited transactions" or "contributions after the startup date" under
the REMIC Provisions.

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

                  (a) The Servicer may enter into Sub-Servicing Agreements with
Sub-Servicers, which may be Affiliates of the Servicer, for the servicing and
administration of the Mortgage Loans; provided, however, such sub-servicing
arrangement and the terms of the related Sub-Servicing Agreement must provide
for the servicing of the Mortgage Loans in a manner consistent with the
servicing arrangement contemplated hereunder. The Trustee is hereby authorized
to acknowledge, at the request of the Servicer, any Sub-Servicing Agreement. No
such acknowledgment shall be deemed to imply that the Trustee has consented to
any such Sub-Servicing Agreement, has passed


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upon whether such Sub-Servicing Agreement meets the requirements applicable to
Sub-Servicing Agreements set forth in this Agreement or has passed upon whether
such Sub-Servicing Agreement is otherwise permitted under this Agreement.

                  Each Sub-Servicer shall be (i) authorized to transact business
in the state or states where the related Mortgaged Properties it is to service
are situated, if and to the extent required by applicable law to enable the
Sub-Servicer to perform its obligations hereunder and under the Sub- Servicing
Agreement and (ii) a Freddie Mac or Fannie Mae approved mortgage servicer. Each
Sub- Servicing Agreement must impose on the Sub-Servicer requirements conforming
to the provisions set forth in Section 3.08 and provide for servicing of the
Mortgage Loans consistent with the terms of this Agreement. The Servicer will
examine each Sub-Servicing Agreement and will be familiar with the terms
thereof. The terms of any Sub-Servicing Agreement will not be inconsistent with
any of the provisions of this Agreement. Any variation in any Sub-Servicing
Agreements from the provisions set forth in Section 3.08 relating to insurance
or priority requirements of Sub-Servicing Accounts, or credits and charges to
the Sub-Servicing Accounts or the timing and amount of remittances by the
Sub-Servicers to the Servicer, are conclusively deemed to be inconsistent with
this Agreement and therefore prohibited. The Servicer shall deliver to the
Trustee copies of all Sub- Servicing Agreements, and any amendments or
modifications thereof, promptly upon the Servicer's execution and delivery of
such instruments.

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

                  SECTION 3.03. Successor Sub-Servicers.

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

                  Any Sub-Servicing Agreement shall include the provision that
such agreement may be immediately terminated by the Servicer or the Trustee (if
the Trustee is acting as Servicer) without fee, in accordance with the terms of
this Agreement, in the event that the Servicer (or the Trustee,


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if such party is then acting as Servicer) shall, for any reason, no longer be
the Servicer (including termination due to a Servicer Event of Termination).

                  SECTION 3.04. Liability of the Servicer.

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

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

                  Any Sub-Servicing Agreement that may be entered into and any
transactions or services relating to the Mortgage Loans involving a Sub-Servicer
in its capacity as such shall be deemed to be between the Sub-Servicer and the
Servicer alone, and the Trustee or Certificateholders shall not be deemed
parties thereto and shall have no claims, rights, obligations, duties or
liabilities with respect to the Sub-Servicer except as set forth in Section
3.06. The Servicer shall be solely liable for all fees owed by it to any
Sub-Servicer, irrespective of whether the Servicer's compensation pursuant to
this Agreement is sufficient to pay such fees.

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

                  In the event the Servicer shall for any reason no longer be
the servicer (including by reason of the occurrence of a Servicer Event of
Termination), the Trustee shall thereupon assume all of the rights and
obligations of the Servicer under each Sub-Servicing Agreement that the Servicer
may have entered into, unless the Trustee elects to terminate any Sub-Servicing
Agreement in accordance with its terms as provided in Section 3.03. Upon such
assumption, the Trustee (or the successor servicer appointed pursuant to Section
7.02) shall be deemed, subject to Section 3.03, to have assumed all of the
departing Servicer's interest therein and to have replaced the departing
Servicer as a party to each Sub-Servicing Agreement to the same extent as if
each Sub-Servicing Agreement had been assigned to the assuming party, except
that (i) the departing Servicer shall not thereby be relieved of any liability
or obligations under any Sub-Servicing Agreement that arose before it ceased to
be the Servicer and (ii) neither the Trustee nor any successor Servicer shall be
deemed to have assumed any liability or obligation of the Servicer that arose
before it ceased to be the Servicer.



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

                  SECTION 3.07. Collection of Certain Mortgage Loan Payments.

          The Servicer shall make reasonable efforts, in accordance with the
Servicing Standard, to collect all payments called for under the terms and
provisions of the Mortgage Loans and the provisions of any applicable insurance
policies provided to the Servicer. Consistent with the foregoing, the Servicer
may in its discretion (i) waive any late payment charge or, if applicable, any
penalty interest, (ii) waive any provisions of any Mortgage Loan requiring the
related Mortgagor to submit to mandatory arbitration with respect to disputes
arising thereunder or (iii) extend the due dates for the Monthly Payments due on
a Mortgage Note for a period of not greater than 180 days; provided, however,
that any extension pursuant to clause (iii) above shall not affect the
amortization schedule of any Mortgage Loan for purposes of any computation
hereunder, except as provided below. In the event of any such arrangement
pursuant to clause (iii) above, the Servicer shall make timely Advances on such
Mortgage Loan during such extension pursuant to Section 4.04 and in accordance
with the amortization schedule of such Mortgage Loan without modification
thereof by reason of such arrangement. Notwithstanding the foregoing, in the
event that any Mortgage Loan is in default or, in the judgment of the Servicer,
such default is reasonably foreseeable, the Servicer, consistent with the
standards set forth in Section 3.01, may also waive, modify or vary any term of
such Mortgage Loan (including modifications that would change the Mortgage Rate,
forgive the payment of principal or interest or extend the final maturity date
of such Mortgage Loan), accept payment from the related Mortgagor of an amount
less than the Stated Principal Balance in final satisfaction of such Mortgage
Loan, or consent to the postponement of strict compliance with any such term or
otherwise grant indulgence to any Mortgagor (any and all such waivers,
modifications, variances, forgiveness of principal or interest, postponements,
or indulgences collectively referred to herein as "forbearance"). The Servicer's
analysis supporting any forbearance and the conclusion that any forbearance
meets the standards of Section 3.01 shall be reflected in writing in the
Mortgage File or the Servicer's books and records.

                  SECTION 3.08. Sub-Servicing Accounts.

                  In those cases where a Sub-Servicer is servicing a Mortgage
Loan pursuant to a Sub- Servicing Agreement, the Sub-Servicer will be required
to establish and maintain one or more accounts (collectively, the "Sub-Servicing
Account"). The Sub-Servicing Account shall be an Eligible Account and shall
comply with all requirements of this Agreement relating to the Collection
Account. The Sub-Servicer shall deposit in the clearing account in which it
customarily deposits payments and collections 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 Sub-Servicer's receipt thereof, all
proceeds of Mortgage Loans received by the Sub-Servicer less its servicing
compensation to the extent permitted by the Sub-Servicing Agreement, and shall
thereafter deposit such amounts in the Sub-Servicing Account, in no event more
than two Business Days after the receipt of such amounts. The Sub-Servicer shall
thereafter deposit such proceeds in the Collection Account or remit such


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proceeds to the Servicer for deposit in the Collection Account not later than
two Business Days after the deposit of such amounts in the Sub-Servicing
Account. For purposes of this Agreement, the Servicer shall be deemed to have
received payments on the Mortgage Loans when the Sub-Servicer receives such
payments.

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

                  The Servicer shall establish and maintain, or cause to be
established and maintained, one or more accounts (the "Escrow Accounts"), into
which all Escrow Payments shall be deposited and retained. Escrow Accounts shall
be Eligible Accounts. The Servicer shall deposit in the clearing account in
which it customarily deposits payments and collections on mortgage loans in
connection with its mortgage loan servicing activities, all Escrow Payments
collected on account of the Mortgage Loans and shall deposit such Escrow
Payments in the Escrow Accounts, in no event more than two Business Days after
the receipt of such Escrow Payments, all Escrow Payments collected on account of
the Mortgage Loans for the purpose of effecting the payment of any such items as
required under the terms of this Agreement. Withdrawals of amounts from an
Escrow Account may be made only to (i) effect payment of taxes, assessments,
hazard insurance premiums, and comparable items in a manner and at a time that
assures that the lien priority of the Mortgage is not jeopardized (or, with
respect to the payment of taxes, in a manner and at a time that avoids the loss
of the Mortgaged Property due to a tax sale or the foreclosure as a result of a
tax lien); (ii) reimburse the Servicer (or a Sub-Servicer to the extent provided
in the related Sub-Servicing Agreement) out of related collections for any
Servicing Advances made pursuant to Section 3.01 (with respect to taxes and
assessments) and Section 3.14 (with respect to hazard insurance); (iii) refund
to Mortgagors any sums as may be determined to be overages; (iv) pay interest,
if required and as described below, to Mortgagors on balances in the Escrow
Account; or (v) clear and terminate the Escrow Account at the termination of the
Servicer's obligations and responsibilities in respect of the Mortgage Loans
under this Agreement in accordance with Article X. In the event the Servicer
shall deposit in an Escrow Account any amount not required to be deposited
therein or any amount previously deposited therein is unpaid by the related
Mortgagor's banking institution, it may at any time withdraw such amount from
such Escrow Account, any provision herein to the contrary notwithstanding. The
Servicer will be responsible for the administration of the Escrow Accounts and
will be obligated to make Servicing Advances to such accounts when and as
necessary to avoid the lapse of insurance coverage on the Mortgaged Property, or
which the Servicer knows, or in the exercise of the required standard of care of
the Servicer hereunder should know, is necessary to avoid the loss of the
Mortgaged Property due to a tax sale or the foreclosure as a result of a tax
lien. If any such payment has not been made and the Servicer receives notice of
a tax lien with respect to the Mortgage being imposed, the Servicer will, within
10 Business Days of receipt of such notice, advance or cause to be advanced
funds necessary to discharge such lien on the Mortgaged Property. As part of its
servicing duties, the Servicer or any Sub-Servicers shall pay to the Mortgagors
interest on funds in the Escrow Accounts, to the extent required by law and, to
the extent that interest earned on funds in the Escrow Accounts is insufficient,
to pay such interest from its or their own funds, without any reimbursement
therefor. The Servicer may pay to itself any excess interest on funds in the
Escrow Accounts, to the extent such action is in conformity with the Servicing
Standard, is permitted by law and such amounts are not required to be paid to
Mortgagors or used for any of the other purposes set forth above.


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                  SECTION 3.10. Collection Account and Distribution Account.

                  (a) On behalf of the Trust Fund, the Servicer shall establish
          and maintain, or cause to be established and maintained, one or more
          accounts (such account or accounts, the "Collection Account"), held in
          trust for the benefit of the Trustee and the Certificateholders. On
          behalf of the Trust Fund, the Servicer shall deposit or cause to be
          deposited in the Collection Account, in no event more than two
          Business Days after the Servicer's receipt thereof, as and when
          received or as otherwise required hereunder, the following payments
          and collections received or made by it subsequent to the Cut-off Date
          (other than in respect of principal or interest on the Mortgage Loans
          due on or before the Cut-off Date) or payments (other than Principal
          Prepayments) received by it on or prior to the Cut-off Date but
          allocable to a Due Period subsequent thereto:

                  (i) all payments on account of principal, including Principal
          Prepayments (but not Prepayment Charges), on the Mortgage Loans;

                  (ii) all payments on account of interest (net of the Servicing
          Fee) on each Mortgage Loan;

                  (iii) all Insurance Proceeds, Liquidation Proceeds, Subsequent
          Recoveries and condemnation proceeds (other than proceeds collected in
          respect of any particular REO Property and amounts paid in connection
          with a purchase of Mortgage Loans and REO Properties pursuant to
          Section 10.01);

                  (iv) any amounts required to be deposited pursuant to Section
          3.12 in connection with any losses realized on Permitted Investments
          with respect to funds held in the Collection Account;

                  (v) any amounts required to be deposited by the Servicer
          pursuant to the second paragraph of Section 3.14(a) in respect of any
          blanket policy deductibles;

                  (vi) all proceeds of any Mortgage Loan repurchased or
          purchased in accordance with Section 2.03, Section 3.16(c) or Section
          10.01;

                  (vii) all amounts required to be deposited in connection with
          Substitution Adjustments pursuant to Section 2.03; and

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

                  The foregoing requirements for deposit in the Collection
Account shall be exclusive, it being understood and agreed that, without
limiting the generality of the foregoing, payments in the nature of Servicing
Fees, late payment charges, Prepayment Interest Excess, assumption fees,
insufficient funds charges and ancillary income (other than Prepayment Charges)
need not be deposited by the Servicer in the Collection Account and may be
retained by the Servicer as additional compensation. In the event the Servicer
shall deposit in the Collection Account any amount not


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required to be deposited therein, it may at any time withdraw such amount from
the Collection Account, any provision herein to the contrary notwithstanding.

                  (b) On behalf of the Trust Fund, the Trustee shall establish
          and maintain one or more accounts (such account or accounts, the
          "Distribution Account"), held in trust for the benefit of the Trustee
          and the Certificateholders. On behalf of the Trust Fund, the Servicer
          shall deliver to the Trustee in immediately available funds for
          deposit in the Distribution Account on or before 1:00 p.m. New York
          time on the Servicer Remittance Date, that portion of the Available
          Funds (calculated without regard to the references in the definition
          thereof to amounts that may be withdrawn from the Distribution
          Account) for the related Distribution Date then on deposit in the
          Collection Account, the amount of all Prepayment Charges collected
          during the applicable Prepayment Period by the Servicer and Servicer
          Prepayment Charge Payment Amounts in connection with the Principal
          Prepayment of any of the Mortgage Loans then on deposit in the
          Collection Account, the amount of any funds reimbursable to an
          Advancing Person pursuant to Section 3.29 (unless such amounts are to
          be remitted in another manner as specified in the documentation
          establishing the related Advance Facility).

                  (c) Funds in the Collection Account and the Distribution
          Account may be invested in Permitted Investments in accordance with
          the provisions set forth in Section 3.12. The Servicer shall give
          written notice to the Trustee of the location of the Collection
          Account maintained by it when established and prior to any change
          thereof. The Trustee shall give notice to the Servicer and the
          Depositor of the location of the Distribution Account when established
          and prior to any change thereof.

                  (d) Funds held in the Collection Account at any time may be
          delivered by the Servicer to the Trustee for deposit in an account
          (which may be the Distribution Account and must satisfy the standards
          for the Distribution Account as set forth in the definition thereof)
          and for all purposes of this Agreement shall be deemed to be a part of
          the Collection Account; provided, however, that the Trustee shall have
          the sole authority to withdraw any funds held pursuant to this
          subsection (d). In the event the Servicer shall deliver to the Trustee
          for deposit in the Distribution Account any amount not required to be
          deposited therein, it may at any time request that the Trustee
          withdraw such amount from the Distribution Account and remit to it any
          such amount, any provision herein to the contrary notwithstanding. In
          addition, the Servicer, with respect to items (i) through (iv) below,
          shall deliver to the Trustee from time to time for deposit, and the
          Trustee, with respect to items (i) through (iv) below, shall so
          deposit, in the Distribution Account:

                  (i) any Advances, as required pursuant to Section 4.04;

                  (ii) any amounts required to be deposited pursuant to Section
          3.23(d) or (f) in connection with any REO Property;

                  (iii) any amounts to be paid by the Servicer in connection
          with a purchase of Mortgage Loans and REO Properties pursuant to
          Section 10.01;

                  (iv) any Compensating Interest to be deposited pursuant to
          Section 3.24 in connection with any Prepayment Interest Shortfall; and


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                  (v) any amounts required to be paid to the Trustee pursuant to
          the Agreement, including, but not limited to Section 3.06 and Section
          7.02.

                  SECTION 3.11. Withdrawals from the Collection Account and
                                Distribution Account.

                  (a) The Servicer shall, from time to time, make withdrawals
from the Collection Account for any of the following purposes or as described in
Section 4.04:

                  (i) to remit to the Trustee for deposit in the Distribution
          Account the amounts required to be so remitted pursuant to Section
          3.10(b) or permitted to be so remitted pursuant to the first sentence
          of Section 3.10(d);

                  (ii) subject to Section 3.16(d), to reimburse the Servicer for
          (a) any unreimbursed Advances to the extent of amounts received which
          represent Late Collections (net of the related Servicing Fees),
          Liquidation Proceeds and Insurance Proceeds on Mortgage Loans or REO
          Properties with respect to which such Advances were made in accordance
          with the provisions of Section 4.04; or (b) without limiting any right
          of withdrawal set forth in clause (vi) below, any unreimbursed
          Advances that, upon a Final Recovery Determination with respect to
          such Mortgage Loan, are Nonrecoverable Advances, but only to the
          extent that Late Collections, Liquidation Proceeds and Insurance
          Proceeds received with respect to such Mortgage Loan are insufficient
          to reimburse the Servicer for such unreimbursed Advances;

                  (iii) subject to Section 3.16(d), to pay the Servicer or any
          Sub-Servicer (a) any unpaid Servicing Fees, (b) any unreimbursed
          Servicing Advances with respect to each Mortgage Loan, but only to the
          extent of any Late Collections, Liquidation Proceeds and Insurance
          Proceeds received with respect to such Mortgage Loan or REO Property,
          and (c) without limiting any right of withdrawal set forth in clause
          (vi) below, any Servicing Advances made with respect to a Mortgage
          Loan that, upon a Final Recovery Determination with respect to such
          Mortgage Loan are Nonrecoverable Advances, but only to the extent that
          Late Collections, Liquidation Proceeds and Insurance Proceeds received
          with respect to such Mortgage Loan are insufficient to reimburse the
          Servicer or any Sub-Servicer for Servicing Advances;

                  (iv) to pay to the Servicer as additional servicing
          compensation (in addition to the Servicing Fee) on the Servicer
          Remittance Date any interest or investment income earned on funds
          deposited in the Collection Account;

                  (v) to pay itself, the related Originator or the Seller with
          respect to each Mortgage Loan that has previously been purchased or
          replaced pursuant to Section 2.03 or Section 3.16(c) all amounts
          received thereon subsequent to the date of purchase or substitution,
          as the case may be;

                  (vi) to reimburse the Servicer for any Advance or Servicing
          Advance previously made which the Servicer has determined to be a
          Nonrecoverable Advance in accordance with the provisions of Section
          4.04;


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                  (vii) to pay, or to reimburse the Servicer for Servicing
         Advances in respect of, expenses incurred in connection with any
         Mortgage Loan pursuant to Section 3.16(b);

                  (viii) to reimburse the Servicer for expenses incurred by or
         reimbursable to the Servicer pursuant to Section 6.03;

                  (ix) to pay itself any Prepayment Interest Excess (to the
         extent not otherwise retained); and

                  (x) to clear and terminate the Collection Account pursuant to
         Section 10.01.

                  The foregoing requirements for withdrawal from the Collection
Account shall be exclusive. In the event the Servicer shall deposit in the
Collection Account any amount not required to be deposited therein or any amount
previously deposited therein is unpaid by the related Mortgagor's banking
institution, it may at any time withdraw such amount from the Collection
Account, any provision herein to the contrary notwithstanding.

                  The Servicer shall keep and maintain separate accounting, on a
Mortgage Loan by Mortgage Loan basis, for the purpose of justifying any
withdrawal from the Collection Account, to the extent held by or on behalf of
it, pursuant to subclauses (ii), (iii), (iv), (v), (vi) and (vii) above. The
Servicer shall provide written notification to the Trustee, on or prior to the
next succeeding Servicer Remittance Date, upon making any withdrawals from the
Collection Account pursuant to subclause (vi) above; provided that an Officers'
Certificate in the form described under Section 4.04(d) shall suffice for such
written notification to the Trustee in respect hereof.

                  (b) The Trustee shall, from time to time, make withdrawals
          from the Distribution Account, for any of the following purposes,
          without priority:

                  (i) to make distributions in accordance with Section 4.01;

                  (ii) to pay itself the Trustee Fee pursuant to Section 8.05;

                  (iii) to pay any amounts in respect of taxes pursuant to
          Section 9.01(g);

                  (iv) to clear and terminate the Distribution Account pursuant
          to Section 10.01;

                  (v) to pay any amounts required to be paid to the Trustee
          pursuant to this Agreement, including but not limited to funds
          required to be paid pursuant to Section 3.06, Section 4.01, Section
          7.02 and Section 8.05;

                  (vi) to pay to the Trustee, any interest or investment income
          earned on funds deposited in the Distribution Account; and

                  (vii) to pay to an Advancing Person reimbursements for
          Advances and/or Servicing Advances pursuant to Section 3.29.



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                  SECTION 3.12. Investment of Funds in the Collection Account
                                and the Distribution Account.

                  (a) The Servicer may direct any depository institution
          maintaining the Collection Account and any REO Account to invest the
          funds on deposit in such accounts and the Trustee may invest the funds
          on deposit in the Distribution Account or to hold such funds
          uninvested (each such account, for the purposes of this Section 3.12,
          an "Investment Account"). All investments pursuant to this Section
          3.12 shall be in one or more Permitted Investments bearing interest or
          sold at a discount, and maturing, unless payable on demand, (i) no
          later than the Business Day immediately preceding the date on which
          such funds are required to be withdrawn from such account pursuant to
          this Agreement, if a Person other than the Trustee is the obligor
          thereon or if such investment is managed or advised by a Person other
          than the Trustee or an Affiliate of the Trustee, and (ii) no later
          than the date on which such funds are required to be withdrawn from
          such account pursuant to this Agreement, if the Trustee is the obligor
          thereon or if such investment is managed or advised by the Trustee or
          any Affiliate. All such Permitted Investments shall be held to
          maturity, unless payable on demand. Any investment of funds in an
          Investment Account shall be made in the name of the Trustee (in its
          capacity as such), or in the name of a nominee of the Trustee. The
          Trustee shall be entitled to sole possession (except with respect to
          investment direction of funds held in the Collection Account and any
          REO Account, and any income and gain realized thereon) over each such
          investment, and any certificate or other instrument evidencing any
          such investment shall be delivered directly to the Trustee or its
          agent, together with any document of transfer necessary to transfer
          title to such investment to the Trustee or its nominee. In the event
          amounts on deposit in an Investment Account are at any time invested
          in a Permitted Investment payable on demand, the Trustee shall:

                  (x) consistent with any notice required to be given
          thereunder, demand that payment thereon be made on the last day such
          Permitted Investment may otherwise mature hereunder in an amount equal
          to the lesser of (1) all amounts then payable thereunder and (2) the
          amount required to be withdrawn on such date; and

                  (y) demand payment of all amounts due thereunder promptly upon
          determination by a Responsible Officer of the Trustee that such
          Permitted Investment would not constitute a Permitted Investment in
          respect of funds thereafter on deposit in the Investment Account.

                  (b) All income and gain realized from the investment of funds
          deposited in the Collection Account and any REO Account held by or on
          behalf of the Servicer shall be for the benefit of the Servicer and
          shall be subject to its withdrawal in accordance with Section 3.11 or
          Section 3.23, as applicable. The Servicer shall deposit in the
          Collection Account or any REO Account, as applicable, the amount of
          any loss of principal incurred in respect of any such Permitted
          Investment made with funds in such Account immediately upon
          realization of such loss.

                  (c) All income and gain realized from the investment of funds
          deposited in the Distribution Account shall be for the benefit of the
          Trustee. The Trustee shall deposit in the Distribution Account the
          amount of any loss of principal incurred in respect of any such
          Permitted Investment made with funds in such Account immediately upon
          realization of such loss. Notwithstanding the foregoing, the Trustee
          may at its discretion, and without liability, hold the funds in the
          Distribution Account uninvested.


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                  (d) Except as otherwise expressly provided in this Agreement,
if any default occurs in the making of a payment due under any Permitted
Investment, or if a default occurs in any other performance required under any
Permitted Investment, the Trustee may and, subject to Section 8.01 and Section
8.02(a)(v), upon the request of the Holders of Certificates representing more
than 50% of the Voting Rights allocated to any Class of Certificates, shall take
such action as may be appropriate to enforce such payment or performance,
including the institution and prosecution of appropriate proceedings.

                  (e) The Trustee or its Affiliates are permitted to receive
additional compensation that could be deemed to be in the Trustee's economic
self-interest for (i) serving as investment adviser, administrator, shareholder
servicing agent, custodian or sub-custodian with respect to certain of the
Permitted Investments, (ii) using Affiliates to effect transactions in certain
Permitted Investments and (iii) effecting transactions in certain Permitted
Investments. Such compensation shall not be considered an amount that is
reimbursable or payable to the Trustee pursuant to Section 3.11 or 3.12 or
otherwise payable in respect of extraordinary Trust Fund expenses.

                  SECTION 3.13. [Reserved].

                  SECTION 3.14. Maintenance of Hazard Insurance and Errors and
                                Omissions and Fidelity Coverage.

                  (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 least of (i) the current Principal
Balance of such Mortgage Loan, (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 and (iii) the maximum insurable value of the improvements
which are part of such Mortgaged Property, 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 least of (i) the maximum
insurable value of the improvements which are a part of such property, (ii) the
outstanding Principal Balance of the related Mortgage Loan at the time it became
an REO Property and (iii) the maximum insurable value of the improvements which
are part of such 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 to be 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) shall be deposited in the Collection
Account, subject to withdrawal pursuant to Section 3.11, if received in respect
of a Mortgage Loan, or in the REO Account, subject to withdrawal pursuant to
Section 3.23, if received in respect of an REO Property. 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 unpaid
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


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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 will cause to be maintained a flood insurance
policy in respect thereof. Such flood insurance shall be in an amount equal to
the least of (i) the unpaid Principal Balance of the related Mortgage Loan, (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) and
(iii) the maximum insurable value of the improvements which are part of such
Mortgaged Property.

                  In the event that the Servicer shall obtain and maintain a
blanket policy 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 3.14, it being understood and agreed
that such policy may contain a deductible clause on terms substantially
equivalent to those commercially available and maintained by competent
servicers, 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 3.14, and there shall
have been one or more losses which would have been covered by such policy,
deposit to the Collection 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 servicer of the Mortgage Loans, the Servicer
agrees to prepare and present, on behalf of itself, the Depositor, the Trustee
and Certificateholders, claims under any such blanket policy in a timely fashion
in accordance with the terms of such policy.

                  (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
Mortgage Loans, unless the Servicer has obtained a waiver of such requirements
from Fannie Mae or Freddie Mac. 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 each Sub-Servicer to maintain a policy of insurance covering errors
and omissions and a fidelity bond which would meet such requirements.

                  SECTION 3.15. Enforcement of Due-On-Sale Clauses; Assumption
                                Agreements.

                  The Servicer will, to the extent it has knowledge of any
conveyance or prospective conveyance of any Mortgaged Property by any Mortgagor
(whether by absolute conveyance or by contract of sale, and whether or not the
Mortgagor remains or is to remain liable under the Mortgage Note and/or the
Mortgage), exercise its rights to accelerate the maturity of such Mortgage Loan


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under the "due-on-sale" clause, if any, applicable thereto; provided, however,
that the Servicer shall not be required to take such action if in its sole
business judgment the Servicer believes it is not in the best interests of the
Trust Fund and shall not exercise any such rights if prohibited by law from
doing so. If the Servicer reasonably believes it is unable under applicable law
to enforce such "due- on-sale" clause, or if any of the other conditions set
forth in the proviso to the preceding sentence apply, the Servicer will enter
into an assumption and modification agreement from or with the person to whom
such property has been conveyed or is proposed to be conveyed, pursuant to which
such person becomes liable under the Mortgage Note and, to the extent permitted
by applicable state law, the Mortgagor remains liable thereon. The Servicer is
also authorized, to the extent permitted under the related Mortgage Note, to
enter into a substitution of liability agreement with such person, pursuant to
which the original Mortgagor is released from liability and such person is
substituted as the Mortgagor and becomes liable under the Mortgage Note,
provided that no such substitution shall be effective unless such person
satisfies the underwriting criteria of the Servicer for a mortgage loan similar
to the Mortgage Loan. In connection with any assumption, modification or
substitution, the Servicer shall apply such underwriting standards and follow
such practices and procedures as shall be normal and usual in its general
mortgage servicing activities and as it applies to other mortgage loans owned
solely by it. The Servicer shall not take or enter into any assumption and
modification agreement, however, unless (to the extent practicable in the
circumstances) it shall have received confirmation, in writing, of the continued
effectiveness of any applicable hazard insurance policy. Any fee collected by
the Servicer in respect of an assumption, modification or substitution of
liability agreement shall be retained by the Servicer as additional servicing
compensation. In connection with any such assumption, no material term of the
Mortgage Note (including but not limited to the related Mortgage Rate and the
amount of the Monthly Payment) may be amended or modified, except as otherwise
required pursuant to the terms thereof. The Servicer shall notify the Trustee
that any such substitution, modification or assumption agreement has been
completed by forwarding to the Trustee the executed original of such
substitution, modification or assumption agreement, which document shall be
added to the related Mortgage File and shall, for all purposes, be considered a
part of such Mortgage File to the same extent as all other documents and
instruments constituting a part thereof.

                  Notwithstanding the foregoing paragraph or any other provision
of this Agreement, the Servicer shall not be deemed to be in default, breach or
any other violation of its obligations hereunder by reason of any assumption of
a Mortgage Loan by operation of law or by the terms of the Mortgage Note or any
assumption which the Servicer may be restricted by law from preventing, for any
reason whatsoever. For purposes of this Section 3.15, the term "assumption" is
deemed to also include a sale (of the Mortgaged Property) subject to the
Mortgage that is not accompanied by an assumption or substitution of liability
agreement.

                  SECTION 3.16. Realization Upon Defaulted Mortgage Loans.

                  (a) The Servicer shall use its reasonable efforts, consistent
with the Servicing Standard, 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 pursuant to Section 3.07. The Servicer shall
be responsible for all costs and expenses incurred by it in any such
proceedings; provided, however, that such costs and expenses will be recoverable
as Servicing Advances by the Servicer as contemplated in Section 3.11(a) and
Section 3.23. The foregoing is subject to the


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provision that, in any case in which a Mortgaged Property shall have suffered
damage from an Uninsured Cause, the Servicer shall not be required to expend its
own funds toward the restoration of such property unless it shall determine in
its discretion that such restoration will increase the proceeds of liquidation
of the related Mortgage Loan after reimbursement to itself for such expenses.

                  (b) Notwithstanding the foregoing provisions of this Section
          3.16 or any other provision of this Agreement, with respect to any
          Mortgage Loan as to which the Servicer has received actual notice of,
          or has actual knowledge of, the presence of any toxic or hazardous
          substance on the related Mortgaged Property, the Servicer shall not,
          on behalf of the Trustee, either (i) obtain title to such Mortgaged
          Property as a result of or in lieu of foreclosure or otherwise, or
          (ii) otherwise acquire possession of, or take any other action with
          respect to, such Mortgaged Property, if, as a result of any such
          action, the Trustee, the Trust Fund or the Certificateholders would be
          considered to hold title to, to be a "mortgagee-in-possession" of, or
          to be an "owner" or "operator" of such Mortgaged Property within the
          meaning of the Comprehensive Environmental Response, Compensation and
          Liability Act of 1980, as amended from time to time, or any comparable
          law, unless the Servicer has also previously determined, based on its
          reasonable judgment and a report prepared by a Person who regularly
          conducts environmental audits using customary industry standards,
          that:

                  (1) such Mortgaged Property is in compliance with applicable
          environmental laws or, if not, that it would be in the best economic
          interest of the Trust Fund to take such actions as are necessary to
          bring the Mortgaged Property into compliance therewith; and

                  (2) there are no circumstances present at such Mortgaged
          Property relating to the use, management or disposal of any hazardous
          substances, hazardous materials, hazardous wastes, or petroleum-based
          materials for which investigation, testing, monitoring, containment,
          clean-up or remediation could be required under any federal, state or
          local law or regulation, or that if any such materials are present for
          which such action could be required, that it would be in the best
          economic interest of the Trust Fund to take such actions with respect
          to the affected Mortgaged Property.

                  The cost of the environmental audit report contemplated by
this Section 3.16 shall be advanced by the Servicer, subject to the Servicer's
right to be reimbursed therefor from the Collection Account as provided in
Section 3.11(a)(vii), such right of reimbursement being prior to the rights of
Certificateholders to receive any amount in the Collection Account received in
respect of the affected Mortgage Loan or other Mortgage Loans.

                  If the Servicer determines, as described above, that it is in
the best economic interest of the Trust Fund to take such actions as are
necessary to bring any such Mortgaged Property into compliance with applicable
environmental laws, or to take such action with respect to the containment,
clean-up or remediation of hazardous substances, hazardous materials, hazardous
wastes or petroleum-based materials affecting any such Mortgaged Property, then
the Servicer shall take such action as it deems to be in the best economic
interest of the Trust Fund; provided that any amounts disbursed by the Servicer
pursuant to this Section 3.16(b) shall constitute Servicing Advances, subject to
Section 4.04(d). The cost of any such compliance, containment, clean-up or
remediation shall be advanced by the Servicer, subject to the Servicer's right
to be reimbursed


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therefor from the Collection Account as provided in Section 3.11(a)(vii), such
right of reimbursement being prior to the rights of Certificateholders to
receive any amount in the Collection Account received in respect of the affected
Mortgage Loan or other Mortgage Loans.

                  (c) The Servicer may, at its option, purchase a Mortgage Loan
which has become 90 or more days delinquent or for which the Servicer has
accepted a deed in lieu of foreclosure. Prior to purchase pursuant to this
Section 3.16(c), the Servicer shall be required to continue to make Advances
pursuant to Section 4.04. If the Servicer purchases any delinquent Mortgage
Loans pursuant to this Section 3.16(c), it must purchase Mortgage Loans that are
delinquent the greatest number of days before it may purchase any that are
delinquent any fewer number of days. The Servicer shall purchase such delinquent
Mortgage Loan at a price equal to the Purchase Price of such Mortgage Loan. Any
such purchase of a Mortgage Loan pursuant to this Section 3.16(c) shall be
accomplished by deposit in the Collection Account of the amount of the Purchase
Price. Upon the satisfaction of the requirements set forth in Section 3.17(a),
the Trustee shall immediately deliver the Mortgage File and any related
documentation to the Servicer and will execute such documents provided to it as
are necessary to convey the Mortgage Loan to the Servicer.

                  (d) Proceeds received in connection with any Final Recovery
Determination, as well as any recovery resulting from a partial collection of
Insurance Proceeds, Liquidation Proceeds or condemnation proceeds, in respect of
any Mortgage Loan, will be applied in the following order of priority: first, to
unpaid Servicing Fees; second, to reimburse the Servicer or any Sub-Servicer for
any related unreimbursed Servicing Advances pursuant to Section 3.11(a)(iii) and
Advances pursuant to Section 3.11(a)(ii); third, to accrued and unpaid interest
on the Mortgage Loan, to the date of the Final Recovery Determination, or to the
Due Date prior to the Distribution Date on which such amounts are to be
distributed if not in connection with a Final Recovery Determination; and
fourth, as a recovery of principal of the Mortgage Loan. The portion of the
recovery so allocated to unpaid Servicing Fees shall be reimbursed to the
Servicer or any Sub-Servicer pursuant to Section 3.11(a)(iii).

                  SECTION 3.17. Trustee to Cooperate; Release of Mortgage Files.

                  (a) Upon the payment in full of any Mortgage Loan, or the
receipt by the Servicer of a notification that payment in full shall be escrowed
in a manner customary for such purposes, the Servicer shall deliver to the
Trustee, in written (with two executed copies) or electronic format, a Request
for Release in the form of Exhibit E hereto (which certification shall include a
statement to the effect that all amounts received or to be received in
connection with such payment which are required to be deposited in the
Collection Account pursuant to Section 3.10 have been or will be so deposited)
signed by a Servicing Officer (or in a mutually agreeable electronic format that
will, in lieu of a signature on its face, originate from a Servicing Officer)
and shall request delivery to it of the Mortgage File. Upon receipt of such
certification and request, the Trustee shall, within three Business Days,
release the related Mortgage File to the Servicer (which, if the Servicer
requests, shall be sent by overnight mail at the Servicer's expense; provided,
however, that in the event a Servicer has not previously received copies of the
relevant Mortgage Loan Documents necessary to service the related Mortgage Loan
in accordance with the Servicing Standard, the related Originator shall
reimburse the applicable Servicer for any overnight courier charges incurred for
the requested Custodial Files) and the Servicer is authorized to cause the
removal from the


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registration on the MERS(R) System of any such Mortgage Loan, if applicable.
Except as otherwise provided herein, no expenses incurred in connection with any
instrument of satisfaction or deed of reconveyance shall be chargeable to the
Collection Account or the Distribution Account.

                  (b) From time to time and as appropriate for the servicing or
foreclosure of any Mortgage Loan, including, for this purpose, collection under
any insurance policy relating to the Mortgage Loans, the Trustee shall, upon any
request made by or on behalf of the Servicer and delivery to the Trustee, in
written (with two executed copies) or electronic format, of a Request for
Release in the form of Exhibit E hereto signed by a Servicing Officer (or in a
mutually agreeable electronic format that will, in lieu of a signature on its
face, originate from a Servicing Officer), release the related Mortgage File to
the Servicer within three Business Days, and the Trustee shall, at the written
direction of the Servicer, execute such documents as shall be necessary to the
prosecution of any such proceedings. The Trustee shall deliver the related
Custodial File to the Servicer by regular mail unless the Servicer requests that
the Trustee deliver such Custodial File to the Servicer by overnight courier (in
which case such delivery shall be at the Servicer's expense; provided, however,
that in the event a Servicer has not previously received copies of the relevant
Mortgage Loan Documents necessary to service the related Mortgage Loan in
accordance with the servicing standards set forth in Section 3.01, the
Originator shall reimburse the applicable Servicer for any overnight courier
charges incurred for the requested Custodial Files). Such Request for Release
shall obligate the Servicer to return each and every document previously
requested from the Mortgage File to the Trustee when the need therefor by the
Servicer no longer exists, unless the Mortgage Loan has been liquidated and the
Liquidation Proceeds relating to the Mortgage Loan have been deposited in the
Collection Account or the Mortgage File or such document has been delivered to
an attorney, or to a public trustee or other public official as required by law,
for purposes of initiating or pursuing legal action or other proceedings for the
foreclosure of the Mortgaged Property either judicially or non-judicially, and
the Servicer has delivered, or caused to be delivered, to the Trustee an
additional Request for Release certifying as to such liquidation or action or
proceedings. Upon the request of the Trustee, the Servicer shall provide notice
to the Trustee of the name and address of the Person to which such Mortgage File
or such document was delivered and the purpose or purposes of such delivery.
Upon receipt of a Request for Release, in written (with two executed copies) or
electronic format (or in a mutually agreeable electronic format that will, in
lieu of a signature on its face, originate from a Servicing Officer), from a
Servicing Officer stating that such Mortgage Loan was liquidated and that all
amounts received or to be received in connection with such liquidation that are
required to be deposited into the Collection Account have been so deposited, or
that such Mortgage Loan has become an REO Property, such Mortgage Loan shall be
released by the Trustee to the Servicer or its designee within three Business
Days.

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



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                  SECTION 3.18. Servicing Compensation.

                  As compensation for the activities of the Servicer hereunder,
the Servicer shall be entitled to the Servicing Fee with respect to each
Mortgage Loan payable solely from payments of interest in respect of such
Mortgage Loan, subject to Section 3.24. In addition, the Servicer shall be
entitled to recover unpaid Servicing Fees out of Insurance Proceeds, Liquidation
Proceeds or condemnation proceeds to the extent permitted by Section
3.11(a)(iii) and out of amounts derived from the operation and sale of an REO
Property to the extent permitted by Section 3.23. Except as provided in Section
3.29 or Section 6.04, the right to receive the Servicing Fee may not be
transferred in whole or in part except in connection with the transfer of all of
the Servicer's responsibilities and obligations under this Agreement; provided,
however, that the Servicer may pay from the Servicing Fee any amounts due to a
Sub-Servicer pursuant to a Sub-Servicing Agreement entered into under Section
3.02.

                  Additional servicing compensation in the form of assumption
fees, late payment charges, insufficient funds charges, ancillary income or
otherwise (other than Prepayment Charges) shall be retained by the Servicer only
to the extent such fees or charges are received by the Servicer. The Servicer
shall also be entitled pursuant to Section 3.11(a)(iv) to withdraw from the
Collection Account and pursuant to Section 3.23(b) to withdraw from any REO
Account, as additional servicing compensation, interest or other income earned
on deposits therein, subject to Section 3.12 and Section 3.24. The Servicer
shall also be entitled to receive Prepayment Interest Excess pursuant to Section
3.10 and 3.11 as additional servicing compensation. The Servicer shall be
required to pay all expenses incurred by it in connection with its servicing
activities hereunder (including premiums for the insurance required by Section
3.14, to the extent such premiums are not paid by the related Mortgagors or by a
Sub-Servicer, and servicing compensation of each Sub-Servicer) and shall not be
entitled to reimbursement therefor except as specifically provided herein.

                  SECTION 3.19. Reports to the Trustee; Collection Account
                                Statements.

                  Not later than twenty days after each Distribution Date, the
Servicer shall forward, upon request, to the Trustee and the Depositor the most
current available bank statement for the Collection Account. Copies of such
statement shall be provided by the Trustee to any Certificateholder and to any
Person identified to the Trustee as a prospective transferee of a Certificate,
upon request at the expense of the requesting party, provided such statement is
delivered by the Servicer to the Trustee.

                  SECTION 3.20. Statement as to Compliance.

                  The Servicer will deliver to the Trustee and the Depositor not
later than March 15th of each calendar year, commencing in 2005, an Officers'
Certificate (in a form similar to Exhibit G attached hereto) 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 officer and the nature and status thereof. Copies of any such
statement shall be provided by the


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Trustee to any Certificateholder and to any Person identified to the Trustee as
a prospective transferee of a Certificate, upon request at the expense of the
requesting party, provided such statement is delivered by the Servicer to the
Trustee. In addition to the foregoing, the Servicer will, to the extent
reasonable, give any other servicing information required by the Securities and
Exchange Commission pursuant to applicable law.

                  SECTION 3.21. Independent Public Accountants' Servicing
                                Report.

                  Not later than March 15th of each calendar 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 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 Sub-Servicers,
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
Sub-Servicers. Immediately upon receipt of such report, the Servicer shall
furnish a copy of such report to the Trustee and each Rating Agency. Copies of
such statement shall be provided by the Trustee to any Certificateholder upon
request at the expense of the requesting party, provided that such statement is
delivered by the Servicer to the Trustee.

                  SECTION 3.22. Access to Certain Documentation; Filing of
                                Reports by Trustee.

                  (a) The Servicer shall provide to the Office of Thrift
Supervision, the FDIC, and any other federal or state banking or insurance
regulatory authority that may exercise authority over any Certificateholder,
access to the documentation regarding the Mortgage Loans required by applicable
laws and regulations. Such access shall be afforded without charge, but only
upon reasonable request and during normal business hours at the offices of the
Servicer designated by it. Nothing in this Section shall limit the obligation of
the Servicer to observe any applicable law prohibiting disclosure of information
regarding the Mortgagors (absent proof that it is in compliance with applicable
law) and the failure of the Servicer to provide access as provided in this
Section as a result of such obligation shall not constitute a breach of this
Section. In addition, access to the documentation regarding the Mortgage Loans
will be provided to the Trustee, on behalf of the Certificateholders or a
prospective transferee of a Certificate, upon reasonable request during normal
business hours at the offices of the Servicer designated by it at the expense of
the Person requesting such access. Nothing in this Section 3.22 shall require
the Servicer to collect, create, collate or otherwise generate any information
that it does not generate in its usual course of business. The Servicer shall
not be required to make copies of or ship documents to any party unless
provisions have been made for the reimbursement of the costs thereof.


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                  (b)(i) The Trustee and the Servicer shall reasonably cooperate
with the Depositor in connection with the Trust's satisfying the reporting
requirements under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"). The Trustee shall prepare on behalf of the Trust any Forms 8-K
and 10-K customary for similar securities as required by the Exchange Act and
the Rules and Regulations of the Securities and Exchange Commission thereunder,
and the Depositor shall sign (or shall cause another entity acceptable to the
Securities and Exchange Commission to sign) and the Trustee shall file (via the
Securities and Exchange Commission's Electronic Data Gathering and Retrieval
System) such forms on behalf of the Depositor (or such other entity). The
Depositor hereby grants to the Trustee a limited power of attorney to execute
any Form 8-K and file each such document on behalf of the Depositor. Such power
of attorney shall continue until 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. Notwithstanding anything herein to the contrary, the
Depositor, and not the Trustee, shall be responsible for executing each Form
10-K filed on behalf of the Trust.

                  (ii) Each Form 8-K shall be filed by the Trustee within 15
days after each Distribution Date, with a copy of the statement to the
Certificateholders for such Distribution Date as an exhibit thereto. Subject to
Section 3.22(b)(v), prior to March 30th of each year (or such earlier date as
may be required by the Exchange Act and the Rules and Regulations of the
Securities and Exchange Commission), the Trustee shall file a Form 10-K, in
substance as required by applicable law or applicable Security and Exchange
Commission staff's interpretations. The Trustee shall prepare such Form 10-K and
provide the Depositor with such Form 10-K not later than March 20th of each
year, subject to Section 3.22(b)(v). Following its receipt thereof, the
Depositor shall execute such Form 10-K and provide the original of such Form
10-K to the Trustee not later than March 25th (or, if the applicable March 25th
is not a Business Day, the next succeeding Business Day) of each year; provided,
however, that if the filing of such Form 10-K shall be required to occur on a
date earlier than March 30th of each year as may be required by the Exchange Act
and the Rules and Regulations of the Securities and Exchange Commission, then
the time periods for preparation and execution of such Form 10-K set forth in
this sentence shall be adjusted accordingly. Such Form 10- K when filed shall
include as exhibits the Servicer's annual statement of compliance described
under Section 3.20 and the accountant's report described under Section 3.21, in
each case to the extent they have been timely delivered to the Trustee. If they
are not so 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 Trustee shall have no liability with respect to
any failure to properly prepare or file such periodic reports resulting from or
relating to the Trustee's inability or failure to obtain any information not
resulting from its own negligence or willful misconduct. The Form 10-K shall
also include a certification in the form attached hereto as Exhibit N-1 (the
"Certification"), which shall be signed by the senior officer of the Depositor
in charge of securitization.

                  (iii) In addition, (x) the Trustee shall sign a certification
(in the form attached hereto as Exhibit N-2) for the benefit of the Depositor
and its officers, directors and Affiliates regarding certain aspects of the
Certification (the "Trustee Certification"); provided, however, that the Trustee
shall not undertake an analysis of the accountant's report attached as an
exhibit to the Form 10-K, and (y) the Servicer shall sign a certification (in
the form attached hereto as Exhibit N-3) for the benefit of the Depositor, the
Trustee and their officers, directors and Affiliates regarding certain aspects
of the Certification (the "Servicer Certification"). The Servicer Certification
shall be delivered to the Depositor and the Trustee no later than March 15th or
if such day is not a Business


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Day, the preceding Business Day, each year (in which the Form 10-K is filed
pursuant to this Section 3.22(b)).

                  In addition, (A) the Trustee shall indemnify and hold harmless
the Depositor and its officers, directors and Affiliates from and against any
actual losses, damages, penalties, fines, forfeitures, reasonable and necessary
legal fees and related costs, judgments and other costs and expenses arising out
of third party claims based upon a breach of the Trustee's obligations under
this Section 3.22(b) or any material misstatement or omission contained in the
Trustee Certification, and (B) the Servicer shall indemnify and hold harmless
the Depositor, the Trustee and their respective officers, directors and
Affiliates from and against any actual losses, damages, penalties, fines,
forfeitures, reasonable and necessary legal fees and related costs, judgments
and other costs and expenses that such Person may sustain arising out of third
party claims based upon a breach of the Servicer's obligations under this
Section 3.22(b)(iii), any material misstatement or omission contained in the
Servicer's Certification or any information correctly derived by the Trustee and
included in a Form 8-K or Form 10-K from incorrect information provided to the
Trustee by the Servicer under this Agreement. If the indemnification provided
for herein is unavailable or insufficient to hold harmless the Depositor, then
(i) the Trustee agrees that it shall contribute to the amount paid or payable by
the Depositor as a result of the losses, claims, damages or liabilities of the
Depositor in such proportion as is appropriate to reflect the relative fault of
the Depositor on the one hand and the Trustee on the other and (ii) the Servicer
agrees that it shall contribute to the amount paid or payable by the Depositor
as a result of the losses, claims, damages or liabilities of the Depositor in
such proportion as is appropriate to reflect the relative fault of the Depositor
on the one hand and the Servicer on the other.

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

                  (v) Prior to January 30 of the first year in which the Trustee
is able to do so under applicable law, the Trustee shall file a Form 15
Suspension Notification with respect to the Trust.

                  (vi) To the extent that, following the Closing Date, the
Depositor certifies that reports and certifications differing from those
required under this Section 3.22(b) comply with the reporting requirements under
the Exchange Act, the Trustee and the Servicer hereby agree that they will
reasonably cooperate to amend the provisions of this Section 3.22(b) in order to
comply with such amended reporting requirements and such amendment of this
Section 3.22(b); provided, however, that the Trustee shall not be responsible
for executing any Form 10-K or the Certification. Any such amendment may result
in the reduction of the reports filed by the Depositor under the Exchange Act.

                  SECTION 3.23. Title, Management and Disposition of REO
                                Property.

                  (a) The deed or certificate of sale of any REO Property shall,
subject to applicable laws, be taken in the name of the Trustee, or its nominee,
in trust for the benefit of the Certificateholders. The Servicer, on behalf of
REMIC 1, shall sell any REO Property as soon as practicable and in any event no
later than the end of the third full taxable year after the taxable year in
which such REMIC acquires ownership of such REO Property for purposes of Section
860G(a)(8)


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of the Code or request from the Internal Revenue Service, no later than 60 days
before the day on which the three-year grace period would otherwise expire, an
extension of such three-year period, unless the Servicer shall have delivered to
the Trustee an Opinion of Counsel, addressed to the Trustee and the Depositor,
to the effect that the holding by the REMIC of such REO Property subsequent to
three years after its acquisition will not result in the imposition on the REMIC
of taxes on "prohibited transactions" thereof, as defined in Section 860F of the
Code, or cause any of the REMICs created hereunder to fail to qualify as a REMIC
under Federal law at any time that any Certificates are outstanding. The
Servicer shall manage, conserve, protect and operate each REO Property for the
Certificateholders solely for the purpose of its prompt disposition and sale in
a manner which does not cause such REO Property to fail to qualify as
"foreclosure property" within the meaning of Section 860G(a)(8) of the Code or
result in the receipt by any of the REMICs created hereunder of any "income from
non-permitted assets" within the meaning of Section 860F(a)(2)(B) of the Code,
or any "net income from foreclosure property" which is subject to taxation under
the REMIC Provisions.

                  (b) The Servicer shall separately account for all funds
          collected and received in connection with the operation of any REO
          Property and shall establish and maintain, or cause to be established
          and maintained, with respect to REO Properties an account held in
          trust for the Trustee for the benefit of the Certificateholders (the
          "REO Account"), which shall be an Eligible Account. The Servicer shall
          be permitted to allow the Collection Account to serve as the REO
          Account, subject to separate ledgers for each REO Property. The
          Servicer shall be entitled to retain or withdraw any interest income
          paid on funds deposited in the REO Account.

                  (c) The Servicer shall have full power and authority, subject
          only to the specific requirements and prohibitions of this Agreement,
          to do any and all things in connection with any REO Property as are
          consistent with the manner in which the Servicer manages and operates
          similar property owned by the Servicer or any of its Affiliates, all
          on such terms and for such period (subject to the requirement of
          prompt disposition set forth in Section 3.23(a)) as the Servicer deems
          to be in the best interests of Certificateholders. In connection
          therewith, the Servicer shall deposit, or cause to be deposited in the
          REO Account, in no event more than two Business Days after the
          Servicer's receipt thereof, all revenues received by it with respect
          to an REO Property and shall withdraw therefrom funds necessary for
          the proper operation, management and maintenance of such REO Property
          including, without limitation:

                  (i) all insurance premiums due and payable in respect of such
          REO Property;

                  (ii) all real estate taxes and assessments in respect of such
          REO Property that may result in the imposition of a lien thereon; and

                  (iii) all costs and expenses necessary to maintain, operate
          and dispose of such REO Property.

                  To the extent that amounts on deposit in the REO Account with
respect to an REO Property are insufficient for the purposes set forth in
clauses (i) through (iii) above with respect to such REO Property, the Servicer
shall advance from its own funds such amount as is necessary for such purposes
if, but only if, the Servicer would make such advances if the Servicer owned the
REO


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Property and if in the Servicer's judgment, the payment of such amounts will be
recoverable from the rental or sale of the REO Property.

                  Notwithstanding the foregoing, neither the Servicer nor the
Trustee shall:

                  (A) authorize the Trust Fund to enter into, renew or extend
          any New Lease with respect to any REO Property, if the New Lease by
          its terms will give rise to any income that does not constitute Rents
          from Real Property;

                  (B) authorize any amount to be received or accrued under any
          New Lease other than amounts that will constitute Rents from Real
          Property;

                  (C) authorize any construction on any REO Property, other than
          the completion of a building or other improvement thereon, and then
          only if more than ten percent of the construction of such building or
          other improvement was completed before default on the related Mortgage
          Loan became imminent, all within the meaning of Section 856(e)(4)(B)
          of the Code; or

                  (D) authorize any Person to Directly Operate any REO Property
          on any date more than 90 days after its date of acquisition by the
          Trust Fund;

unless, in any such case, the Servicer has obtained an Opinion of Counsel,
provided to the Trustee, to the effect that such action will not cause such REO
Property to fail to qualify as "foreclosure property" within the meaning of
Section 860G(a)(8) of the Code at any time that it is held by the REMIC, in
which case the Servicer may take such actions as are specified in such Opinion
of Counsel.

                  The Servicer may contract with any Independent Contractor for
the operation and management of any REO Property, provided that:

                  (1) the terms and conditions of any such contract shall not be
          inconsistent herewith;

                  (2) any such contract shall require, or shall be administered
          to require, that the Independent Contractor pay all costs and expenses
          incurred in connection with the operation and management of such REO
          Property, including those listed above and remit all related revenues
          (net of such costs and expenses) to the Servicer as soon as
          practicable, but in no event later than thirty days following the
          receipt thereof by such Independent Contractor;

                  (3) none of the provisions of this Section 3.23(c) relating to
          any such contract or to actions taken through any such Independent
          Contractor shall be deemed to relieve the Servicer of any of its
          duties and obligations to the Trustee on behalf of the
          Certificateholders with respect to the operation and management of any
          such REO Property; and



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                  (4) the Servicer shall be obligated with respect thereto to
          the same extent as if it alone were performing all duties and
          obligations in connection with the operation and management of such
          REO Property.

                  The Servicer shall be entitled to enter into any agreement
with any Independent Contractor performing services for it related to its duties
and obligations hereunder for indemnification of the Servicer by such
Independent Contractor, and nothing in this Agreement shall be deemed to limit
or modify such indemnification. The Servicer shall be solely liable for all fees
owed by it to any such Independent Contractor, irrespective of whether the
Servicer's compensation pursuant to Section 3.18 is sufficient to pay such fees;
provided, however, that to the extent that any payments made by such Independent
Contractor would constitute Servicing Advances if made by the Servicer, such
amounts shall be reimbursable as Servicing Advances made by the Servicer.

                  (d) In addition to the withdrawals permitted under Section
3.23(c), the Servicer may from time to time make withdrawals from the REO
Account for any REO Property: (i) to pay itself or any Sub-Servicer unpaid
Servicing Fees in respect of the related Mortgage Loan; and (ii) to reimburse
itself or any Sub-Servicer for unreimbursed Servicing Advances and Advances made
in respect of such REO Property or the related Mortgage Loan. On the Servicer
Remittance Date, the Servicer shall withdraw from each REO Account maintained by
it and deposit into the Distribution Account in accordance with Section
3.10(d)(ii), for distribution on the related Distribution Date in accordance
with Section 4.01, the income from the related REO Property received during the
prior calendar month, net of any withdrawals made pursuant to Section 3.23(c) or
this Section 3.23(d).

                  (e) Subject to the time constraints set forth in Section
3.23(a), each REO Disposition shall be carried out by the Servicer in a manner,
at such price and upon such terms and conditions as shall be normal and usual in
the Servicing Standard.

                  (f) The proceeds from the REO Disposition, net of any amount
required by law to be remitted to the Mortgagor under the related Mortgage Loan
and net of any payment or reimbursement to the Servicer or any Sub-Servicer as
provided above, shall be deposited in the Distribution Account in accordance
with Section 3.10(d)(ii) on the Servicer Remittance Date in the month following
the receipt thereof for distribution on the related Distribution Date in
accordance with Section 4.01. Any REO Disposition shall be for cash only (unless
changes in the REMIC Provisions made subsequent to the Startup Day allow a sale
for other consideration).

                  (g) The Servicer shall file information returns with respect
to the receipt of mortgage interest received in a trade or business, reports of
foreclosures and abandonments of any Mortgaged Property and cancellation of
indebtedness income with respect to any Mortgaged Property as required by
Sections 6050H, 6050J and 6050P of the Code, respectively. Such reports shall be
in form and substance sufficient to meet the reporting requirements imposed by
such Sections 6050H, 6050J and 6050P of the Code.



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                  SECTION 3.24. Obligations of the Servicer in Respect of
                                Prepayment Interest Shortfalls.

                  Not later than 1:00 p.m. New York time on each Servicer
Remittance Date, the Servicer shall remit to the Distribution Account an amount
("Compensating Interest") equal to the lesser of (A) the aggregate of the
Prepayment Interest Shortfalls for the related Distribution Date and (B) its
aggregate Servicing Fee received in the related Due Period. The Servicer shall
not have the right to reimbursement for any amounts remitted to the Trustee in
respect of Compensating Interest. Such amounts so remitted shall be included in
the Available Funds and distributed therewith on the next Distribution Date. The
Servicer shall not be obligated to pay Compensating Interest with respect to
Relief Act Interest Shortfalls.

                  SECTION 3.25. [Reserved].

                  SECTION 3.26. Obligations of the Servicer in Respect of
                                Mortgage Rates and Monthly Payments.

                  In the event that a shortfall in any collection on or
liability with respect to the Mortgage Loans in the aggregate results from or is
attributable to adjustments to Mortgage Rates, Monthly Payments or Stated
Principal Balances that were made by the Servicer in a manner not consistent
with the terms of the related Mortgage Note and this Agreement, the Servicer,
upon discovery or receipt of notice thereof, immediately shall deposit in the
Collection Account from its own funds the amount of any such shortfall and shall
indemnify and hold harmless the Trust Fund, the Trustee, the Depositor and any
successor servicer in respect of any such liability. Such indemnities shall
survive the termination or discharge of this Agreement. Notwithstanding the
foregoing, this Section 3.26 shall not limit the ability of the Servicer to seek
recovery of any such amounts from the related Mortgagor under the terms of the
related Mortgage Note, as permitted by law.

                  SECTION 3.27. [Reserved].

                  SECTION 3.28. [Reserved].

                  SECTION 3.29. Advance Facility.

                  The Servicer is hereby authorized to enter into a financing or
other facility (any such arrangement, an "Advance Facility") under which (1) the
Servicer sells, assigns or pledges to another Person (together with such
Person's successors and assigns, an "Advancing Person") the Servicer's rights
under this Agreement to be reimbursed for any Advances or Servicing Advances
and/or (2) an Advancing Person agrees to fund some or all Advances and/or
Servicing Advances required to be made by the Servicer pursuant to this
Agreement. No consent of the Depositor, the Trustee, the Certificateholders or
any other party shall be required before the Servicer may enter into an Advance
Facility. The Servicer shall notify each other party to this Agreement prior to
or promptly after entering into or terminating any Advance Facility.
Notwithstanding the existence of any Advance Facility under which an Advancing
Person agrees to fund Advances and/or Servicing Advances on the Servicer's
behalf, the Servicer shall remain obligated pursuant to this Agreement to make


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Advances and Servicing Advances pursuant to and as required by this Agreement.
If the Servicer enters into an Advance Facility, and for so long as an Advancing
Person remains entitled to receive reimbursement for any Advances including
Nonrecoverable Advances ("Advance Reimbursement Amounts") and/or Servicing
Advances including Nonrecoverable Advances ("Servicing Advance Reimbursement
Amounts" and together with Advance Reimbursement Amounts, "Reimbursement
Amounts") (in each case to the extent such type of Reimbursement Amount is
included in the Advance Facility), as applicable, pursuant to this Agreement,
then the Servicer shall identify such Reimbursement Amounts consistent with the
reimbursement rights set forth in Section 3.11(a)(ii), (iii), (vi) and (vii) and
remit such Reimbursement Amounts in accordance with Section 3.10(b) or otherwise
in accordance with the documentation establishing the Advance Facility to such
Advancing Person or to a trustee, agent or custodian (an "Advance Facility
Trustee") designated by such Advancing Person. Notwithstanding the foregoing, if
so required pursuant to the terms of the Advance Facility, the Servicer may
direct, and if so directed the Trustee is hereby authorized to and shall pay to
the Advance Facility Trustee the Reimbursement Amounts identified pursuant to
the preceding sentence. Notwithstanding anything to the contrary herein, in no
event shall Advance Reimbursement Amounts or Servicing Advance Reimbursement
Amounts be included in the Available Funds or distributed to Certificateholders.

                  Reimbursement Amounts shall consist solely of amounts in
respect of Advances and/or Servicing Advances made with respect to the Mortgage
Loans for which the Servicer would be permitted to reimburse itself in
accordance with this Agreement, assuming the Servicer or the Advancing Person
had made the related Advance(s) and/or Servicing Advance(s). Notwithstanding the
foregoing, except with respect to reimbursement of Nonrecoverable Advances as
set forth in this Agreement, no Person shall be entitled to reimbursement from
funds held in the Collection Account for future distribution to
Certificateholders pursuant to this Agreement. None of the Depositor or the
Trustee shall have any duty or liability with respect to the calculation of any
Reimbursement Amount, nor shall the Depositor or the Trustee have any
responsibility to track or monitor the administration of the Advance Facility
and the Depositor shall not have any responsibility to track, monitor or verify
the payment of Reimbursement Amounts to the related Advancing Person or Advance
Facility Trustee. 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, sold, pledged or assigned to, and reimbursed to
any Advancing Person. The successor servicer shall be entitled to rely on any
such information provided by the predecessor servicer, and the successor
servicer shall not be liable for any errors in such information. Any successor
Servicer shall reimburse the predecessor Servicer and itself for outstanding
Advances and Servicing Advances, respectively, with respect to each Mortgage
Loan on a first in, first out ("FIFO") basis; provided that the successor
Servicer has received prior written notice from the predecessor Servicer or the
Advancing Person of reimbursement amounts owed to the predecessor Servicer.
Liquidation Proceeds with respect to a Mortgage Loan shall be applied to
reimburse Advances outstanding with respect to that Mortgage Loan before being
applied to reimburse Servicing Advances outstanding with respect to that
Mortgage Loan.

                  An Advancing Person who receives an assignment or pledge of
the rights to be reimbursed for Advances and/or Servicing Advances, and/or whose
obligations hereunder are limited to the funding or purchase of Advances and/or
Servicing Advances shall not be required to meet the criteria for qualification
of a subservicer set forth in this Agreement.


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                  Reimbursement Amounts distributed with respect to each
Mortgage Loan shall be allocated to outstanding unreimbursed Advances or
Servicing Advances (as the case may be) made with respect to that Mortgage Loan
on a FIFO basis. Upon the direction of and at the expense of the Servicer, the
Trustee agrees to execute such acknowledgments, certificates, and other
documents provided by the Servicer recognizing the interests of any Advance
Facility Trustee in such Reimbursement Amounts as the Servicer may cause to be
made subject to Advance Facilities pursuant to this Section 3.29.

                  The Servicer shall remain entitled to be reimbursed for all
Advances and Servicing Advances funded by the Servicer to the extent the related
rights to be reimbursed therefor have not been sold, assigned or pledged to an
Advancing Person.

                  The Servicer shall indemnify the Depositor, the Trustee, any
successor servicer and the Trust Fund for any loss, liability or damage
resulting from any claim by the related Advancing Person arising out of the
Advance Facility, except to the extent that such claim, loss, liability or
damage resulted from or arose out of negligence, recklessness or willful
misconduct or breach of its duties hereunder on the part of the Depositor, the
Trustee or any successor servicer.

                  Any amendment to this Section 3.29 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 3.29, 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. Prior to
entering into an Advance Facility, the Servicer shall notify the Advancing
Person in writing that: (a) the Advances and/or Servicing Advances purchased,
financed by and/or pledged to the Advancing Person are obligations owed to the
Servicer on a non-recourse basis 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 otherwise obligated or liable to repay any Advances and/or Servicing
Advances financed by the Advancing Person and (b) the Trustee shall not have any
responsibility to track or monitor the administration of the Advance Facility
between the Servicer and the Advancing Person.





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                                   ARTICLE IV

                                  FLOW OF FUNDS

                  SECTION 4.01. Distributions.

          (a)     On each Distribution Date, the Trustee shall withdraw from the
                  Distribution Account that portion of Available Funds for such
                  Distribution Date consisting of the Interest Remittance Amount
                  for such Distribution Date, and make the following
                  disbursements and transfers in the order of priority described
                  below, in each case to the extent of the Interest Remittance
                  Amount remaining for such Distribution Date:

                  (i) to the Holders of the Class A Certificates, on a PRO RATA
          basis based on the entitlement of each such Class, the Monthly
          Interest Distributable Amount and the Unpaid Interest Shortfall
          Amount, if any, for such Certificates;; and

                  (ii) to the Holders of the Class M-1 Certificates, the Monthly
          Interest Distributable Amount allocable to such Certificates;

                  (iii) to the Holders of the Class M-2 Certificates, the
          Monthly Interest Distributable Amount allocable to such Certificates;

                  (iv) to the Holders of the Class M-3 Certificates, the Monthly
          Interest Distributable Amount allocable to such Certificates;

                  (v) to the Holders of the Class M-4 Certificates, the Monthly
          Interest Distributable Amount allocable to such Certificates;

                  (vi) to the Holders of the Class M-5 Certificates, the Monthly
          Interest Distributable Amount allocable to such Certificates;

                  (vii) to the Holders of the Class M-6 Certificates, the
          Monthly Interest Distributable Amount allocable to such Certificates;

                  (viii) to the Holders of the Class M-7 Certificates, the
          Monthly Interest Distributable Amount allocable to such Certificates;

                  (ix) to the Holders of the Class M-8 Certificates, the Monthly
          Interest Distributable Amount allocable to such Certificates;

                  (x) to the Holders of the Class M-9 Certificates, the Monthly
          Interest Distributable Amount allocable to such Certificates;

                  (xi) to the Holders of the Class B-1 Certificates, the Monthly
          Interest Distributable Amount allocable to such Certificates; and



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                           (xii) to the Holders of the Class B-2 Certificates,
          the Monthly Interest Distributable Amount allocable to such
          Certificates.

                  (b) On each Distribution Date (a) prior to the Stepdown Date
or (b) on which a Trigger Event is in effect, to the extent of funds on deposit
in the Distribution Account, distributions in respect of principal to the extent
of the Principal Distribution Amount shall be made in the following amounts and
order of priority:

                  (i) first, to the Holders of the Class A Certificates
(allocated among the Class A Certificates in the priority described below),
until the Certificate Principal Balances thereof have been reduced to zero;

                  (ii) second, to the Holders of the Class M-1 Certificates,
until the Certificate Principal Balances thereof have been reduced to zero;

                  (iii) third, to the Holders of the Class M-2 Certificates,
until the Certificate Principal Balance thereof has been reduced to zero;

                  (iv) fourth, to the Holders of the Class M-3 Certificates,
until the Certificate Principal Balance thereof has been reduced to zero;

                  (v) fifth, to the Holders of the Class M-4 Certificates, until
the Certificate Principal Balance thereof has been reduced to zero;

                  (vi) sixth, to the Holders of the Class M-5 Certificates,
until the Certificate Principal Balance thereof has been reduced to zero;

                  (vii) seventh, to the Holders of the Class M-6 Certificates,
until the Certificate Principal Balance thereof has been reduced to zero;

                  (viii) eighth, to the Holders of the Class M-7 Certificates,
until the Certificate Principal Balance thereof has been reduced to zero;

                  (ix) ninth, to the Holders of the Class M-8 Certificates,
until the Certificate Principal Balance thereof has been reduced to zero;

                  (x) tenth, to the Holders of the Class M-9 Certificates, until
the Certificate Principal Balance thereof has been reduced to zero;

                  (xi) eleventh, to the Holders of the Class B-1 Certificates,
until the Certificate Principal Balance thereof has been reduced to zero; and

                  (xii) twelfth, to the Holders of the Class B-2 Certificates,
until the Certificate Principal Balance thereof has been reduced to zero.



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                  (c) On each Distribution Date (a) on or after the Stepdown
Date and (b) on which a Trigger Event is not in effect, to the extent of funds
on deposit in the Distribution Account, distributions in respect of principal to
the extent of the Principal Distribution Amount shall be made in the following
amounts and order of priority:

                  (i) first, to the Holders of the Class A Certificates
(allocated among the Class A Certificates in the priority described below), the
Senior Principal Distribution Amount until the Certificate Principal Balance
thereof has been reduced to zero;

                  (ii) second, to the Holders of the Class M-1 Certificates, the
Class M-1 Principal Distribution Amount until the Certificate Principal Balances
thereof have been reduced to zero;

                  (iii) third, to the Holders of the Class M-2 Certificates, the
Class M-2 Principal Distribution Amount until the Certificate Principal Balance
thereof has been reduced to zero;

                  (iv) fourth, to the Holders of the Class M-3 Certificates, the
Class M-3 Principal Distribution Amount until the Certificate Principal Balance
thereof has been reduced to zero;

                  (v) fifth, to the Holders of the Class M-4 Certificates, the
Class M-4 Principal Distribution Amount until the Certificate Principal Balance
thereof has been reduced to zero;

                  (vi) sixth, to the Holders of the Class M-5 Certificates, the
Class M-5 Principal Distribution Amount until the Certificate Principal Balance
thereof has been reduced to zero;

                  (vii) seventh, to the Holders of the Class M-6 Certificates,
the Class M-6 Principal Distribution Amount until the Certificate Principal
Balance thereof has been reduced to zero;

                  (viii) eighth, to the Holders of the Class M-7 Certificates,
the Class M-7 Principal Distribution Amount until the Certificate Principal
Balance thereof has been reduced to zero;

                  (ix) ninth, to the Holders of the Class M-8 Certificates, the
Class M-8 Principal Distribution Amount until the Certificate Principal Balance
thereof has been reduced to zero;

                  (x) tenth, to the Holders of the Class M-9 Certificates, the
Class M-9 Principal Distribution Amount until the Certificate Principal Balance
thereof has been reduced to zero;

                  (xi) eleventh, to the Holders of the Class B-1 Certificates,
the Class B-1 Principal Distribution Amount until the Certificate Principal
Balance thereof has been reduced to zero; and

                  (xii) twelfth, to the Holders of the Class B-2 Certificates,
the Class B-2 Principal Distribution Amount until the Certificate Principal
Balance thereof has been reduced to zero.

                  With respect to the Class A Certificates, all principal
distributions will be distributed PRO RATA to (i) the holders of the Class A-1
Certificates and (ii) the Class A-2 Certificates, Class A-3 Certificates and
Class A-4 Certificates sequentially, in that order, until the Certificate
Principal Balances thereof have been reduced to zero; provided, however, on any
Distribution Date on which


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the aggregate Certificate Principal Balance of the Mezzanine Certificates, the
Class B Certificates and the Class C Certificates has been reduced to zero,
notwithstanding anything contained herein to the contrary, all distributions of
principal to the Class A Certificates will be distributed concurrently, on a PRO
RATA basis based on the Certificate Principal Balance of each such Class.

                  (d) On each Distribution Date, the Net Monthly Excess Cashflow
          shall be distributed as follows:

                  (i) to the Holders of the Class or Classes of Certificates
          then entitled to receive distributions in respect of principal, in an
          amount equal to any Extra Principal Distribution Amount, distributable
          to such Holders as part of the Principal Distribution Amount as
          described under Section 4.01(b) and Section 4.01(c) above;

                  (ii) to the Holders of the Class M-1 Certificates, in an
          amount equal to the Unpaid Interest Shortfall Amount allocable to such
          Certificates;

                  (iii) to the Holders of the Class M-1 Certificates, in an
          amount equal to the Allocated Realized Loss Amount allocable to such
          Certificates;

                  (iv) to the Holders of the Class M-2 Certificates, in an
          amount equal to the Unpaid Interest Shortfall Amount allocable to such
          Certificates;

                  (v) to the Holders of the Class M-2 Certificates, in an amount
          equal to the Allocated Realized Loss Amount allocable to such
          Certificates;

                  (vi) to the Holders of the Class M-3 Certificates, in an
          amount equal to the Unpaid Interest Shortfall Amount allocable to such
          Certificates;

                  (vii) to the Holders of the Class M-3 Certificates, in an
          amount equal to the Allocated Realized Loss Amount allocable to such
          Certificates;

                  (viii) to the Holders of the Class M-4 Certificates, in an
          amount equal to the Unpaid Interest Shortfall Amount allocable to such
          Certificates;

                  (ix) to the Holders of the Class M-4 Certificates, in an
          amount equal to the Allocated Realized Loss Amount allocable to such
          Certificates;

                  (x) to the Holders of the Class M-5 Certificates, in an amount
          equal to the Unpaid Interest Shortfall Amount allocable to such
          Certificates;

                  (xi) to the Holders of the Class M-5 Certificates, in an
          amount equal to the Allocated Realized Loss Amount allocable to such
          Certificates;

                  (xii) to the Holders of the Class M-6 Certificates, in an
          amount equal to the Unpaid Interest Shortfall Amount allocable to such
          Certificates;



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                  (xiii) to the Holders of the Class M-6 Certificates, in an
          amount equal to the Allocated Realized Loss Amount allocable to such
          Certificates;

                  (xiv) to the Holders of the Class M-7 Certificates, in an
          amount equal to the Unpaid Interest Shortfall Amount allocable to such
          Certificates;

                  (xv) to the Holders of the Class M-7 Certificates, in an
          amount equal to the Allocated Realized Loss Amount allocable to such
          Certificates;

                  (xvi) to the Holders of the Class M-8 Certificates, in an
          amount equal to the Unpaid Interest Shortfall Amount allocable to such
          Certificates;

                  (xvii) to the Holders of the Class M-8 Certificates, in an
          amount equal to the Allocated Realized Loss Amount allocable to such
          Certificates;

                  (xviii) to the Holders of the Class M-9 Certificates, in an
          amount equal to the Unpaid Interest Shortfall Amount allocable to such
          Certificates;

                  (xix) to the Holders of the Class M-9 Certificates, in an
          amount equal to the Allocated Realized Loss Amount allocable to such
          Certificates;

                  (xx) to the Holders of the Class B-1 Certificates, in an
          amount equal to the Unpaid Interest Shortfall Amount allocable to such
          Certificates;

                  (xxi) to the Holders of the Class B-1 Certificates, in an
          amount equal to the Allocated Realized Loss Amount allocable to such
          Certificates;

                  (xxii) to the Holders of the Class B-2 Certificates, in an
          amount equal to the Unpaid Interest Shortfall Amount allocable to such
          Certificates;

                  (xxiii) to the Holders of the Class B-2 Certificates, in an
          amount equal to the Allocated Realized Loss Amount allocable to such
          Certificates;

                  (xxiv) to the Net WAC Rate Carryover Reserve Account, the
          amount by which any Net WAC Rate Carryover Amounts for such
          Distribution Date exceed the amounts received by the Trustee under the
          Cap Contract;

                  (xxv) to the Holders of the Class C Certificates, (a) the
          Monthly Interest Distributable Amount and any Overcollateralization
          Release Amount for such Distribution Date and (b) on any Distribution
          Date on which the Certificate Principal Balances of the Class A
          Certificates, the Mezzanine Certificates and the Class B Certificates
          have been reduced to zero, any remaining amounts in reduction of the
          Certificate Principal Balance of the Class C Certificates, until the
          Certificate Principal Balance thereof has been reduced to zero;



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                  (xxvi) if such Distribution Date follows the Prepayment Period
          during which occurs the latest date on which a Prepayment Charge may
          be required to be paid in respect of any Mortgage Loans, to the
          Holders of the Class P Certificates, in reduction of the Certificate
          Principal Balance thereof, until the Certificate Principal Balance
          thereof is reduced to zero; and

                  (xxvii) any remaining amounts to the Holders of the Residual
          Certificates (in respect of the Class R-1 Interest, the Class R-2
          Interest, the Class R-3 Interest or the Class R-4 Interest, as
          appropriate).

                  Following the foregoing distributions, an amount equal to the
amount of Subsequent Recoveries deposited into the Collection Account pursuant
to Section 3.10 shall be applied to increase the Certificate Principal Balance
of the Class of Certificates with the Highest Priority up to the extent of such
Realized Losses previously allocated to that Class of Certificates pursuant to
Section 4.08. An amount equal to the amount of any remaining Subsequent
Recoveries shall be applied to increase the Certificate Principal Balance of the
Class of Certificates with the next Highest Priority, up to the amount of such
Realized Losses previously allocated to that Class of Certificates pursuant to
Section 4.08. Holders of such Certificates will not be entitled to any
distribution in respect of interest on the amount of such increases for any
Interest Accrual Period preceding the Distribution Date on which such increase
occurs. Any such increases shall be applied to the Certificate Principal Balance
of each Certificate of such Class in accordance with its respective Percentage
Interest.

                  On each Distribution Date, after making the distributions of
the Available Funds as set forth above, the Trustee will withdraw from the Net
WAC Rate Carryover Reserve Account, to the extent of amounts remaining on
deposit therein, the amount of any Net WAC Rate Carryover Amount for such
Distribution Date and distribute such amount in the following order of priority:

                  (A) concurrently, to each Class of Class A Certificates, the
related Cap Amount, from payments made under the Cap Contract, in each case up
to a maximum amount equal to the related Net WAC Rate Carryover Amount for such
Distribution Date;

                  (B) sequentially, to the Class M-1, Class M-2, Class M-3,
Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9, Class B-1 and
Class B-2 Certificates, in that order, the related Cap Amount, from payments
made under the Cap Contract, in each case up to a maximum amount equal to the
related Net WAC Rate Carryover Amount for such Distribution Date;

                  (C) concurrently, to each Class of Class A Certificates, the
related Net WAC Rate Carryover Amount remaining undistributed pursuant to clause
(A) above, on a PRO RATA basis based on such respective remaining Net WAC Rate
Carryover Amounts; and

                  (D) sequentially, to the Class M-1, Class M-2, Class M-3,
Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9, Class B-1 and
Class B-2 Certificates, in that order, the related Net WAC Rate Carryover Amount
remaining undistributed pursuant to clause (B) above.



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                  On each Distribution Date, all amounts representing Prepayment
Charges in respect of the Mortgage Loans received during the related Prepayment
Period and any Servicer Prepayment Charge Payment Amounts paid by the Servicers
during the related Prepayment Period will be withdrawn from the Distribution
Account and distributed by the Trustee to the Holders of the Class P
Certificates and shall not be available for distribution to the Holders of any
other Class of Certificates. The payment of the foregoing amounts to the Holders
of the Class P Certificates shall not reduce the Certificate Principal Balances
thereof.

                  (e) The Trustee shall make distributions in respect of a
Distribution Date to each Certificateholder of record on the related Record Date
(other than as provided in Section 10.01 respecting the final distribution), in
the case of Certificateholders of the Regular Certificates, by check or money
order mailed to such Certificateholder at the address appearing in the
Certificate Register, or by wire transfer. Distributions among
Certificateholders shall be made in proportion to the Percentage Interests
evidenced by the Certificates held by such Certificateholders.

                  (f) Each distribution with respect to a Book-Entry Certificate
shall be paid to the Depository, which shall credit the amount of such
distribution to the accounts of its Depository Participants in accordance with
its normal procedures. Each Depository Participant shall be responsible for
disbursing such distribution to the Certificate Owners that it represents and to
each indirect participating brokerage firm (a "brokerage firm" or "indirect
participating firm") for which it acts as agent. Each brokerage firm shall be
responsible for disbursing funds to the Certificate Owners that it represents.
All such credits and disbursements with respect to a Book-Entry Certificate are
to be made by the Depository and the Depository Participants in accordance with
the provisions of the Certificates. None of the Trustee, the Depositor or the
Servicers shall have any responsibility therefor except as otherwise provided by
applicable law.

                  SECTION 4.02. [Reserved].

                  SECTION 4.03. Statements.

                  (a) On each Distribution Date, based, as applicable, on
          information provided to it by each Servicer, the Trustee shall prepare
          and make available to each Holder of the Regular Certificates, the
          Servicers and the Rating Agencies, a statement as to the distributions
          made on such Distribution Date:

                  (i) the amount of the distribution made on such Distribution
          Date to the Holders of each Class of Regular Certificates, separately
          identified, allocable to principal and the amount of the distribution
          made to the Holders of the Class P Certificates allocable to
          Prepayment Charges and Servicer Prepayment Charge Payment Amounts;

                  (ii) the amount of the distribution made on such Distribution
          Date to the Holders of each Class of Regular Certificates (other than
          the Class P Certificates) allocable to interest, separately
          identified;

                  (iii) the Overcollateralized Amount, the Overcollateralization
          Release Amount, the Overcollateralization Deficiency Amount and the
          Overcollateralization Target Amount


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          as of such Distribution Date and the Excess Overcollateralized Amount
          for the Mortgage Pool for such Distribution Date;

          (iv) the aggregate amount of servicing compensation received by each
          Servicer with respect to the related Due Period and such other
          customary information as the Trustee deems necessary or desirable, or
          which a Certificateholder reasonably requests, to enable
          Certificateholders to prepare their tax returns;

                  (v) the aggregate amount of Advances for the related Due
          Period;

                  (vi) the Pool Balance at the Close of Business at the end of
          the related Due Period;

                  (vii) the number, aggregate Stated Principal Balance, weighted
          average remaining term to maturity and weighted average Mortgage Rate
          of the Mortgage Loans as of the related Determination Date;

                  (viii) the number and aggregate unpaid Stated Principal
          Balance of Mortgage Loans that were (A) Delinquent (exclusive of
          Mortgage Loans in bankruptcy or foreclosure and REO Properties) (1) 30
          to 59 days, (2) 60 to 89 days and (3) 90 or more days, (B) as to which
          foreclosure proceedings have been commenced and Delinquent (1) 30 to
          59 days, (2) 60 to 89 days and (3) 90 or more days, (C) in bankruptcy
          and Delinquent (1) 30 to 59 days, (2) 60 to 89 days and (3) 90 or more
          days, in each case as of the Close of Business on the last day of the
          calendar month preceding such Distribution Date and (D) REO
          Properties;

                  (ix) payments, if any, made under the Cap Contract;

                  (x) the total number and cumulative Stated Principal Balance
          of all REO Properties as of the Close of Business of the last day of
          the preceding Prepayment Period;

                  (xi) the aggregate amount of Principal Prepayments made during
          the related Prepayment Period;

                  (xii) the aggregate amount of Realized Losses incurred during
          the related Prepayment Period and the cumulative amount of Realized
          Losses since the Closing Date and the aggregate amount of Subsequent
          Recoveries received during the related Prepayment Period and the
          cumulative amount of Subsequent Recoveries received since the Closing
          Date;

                  (xiii) the aggregate amount of extraordinary Trust Fund
          expenses withdrawn from the Collection Account for such Distribution
          Date;

                  (xiv) the Certificate Principal Balance of each Class of
          Regular Certificates, after giving effect to the distributions made on
          such Distribution Date;

                  (xv) the Monthly Interest Distributable Amount in respect of
          each Class of Regular Certificates (other than the Class P
          Certificates) for such Distribution Date and the Unpaid


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          Interest Shortfall Amount, if any, with respect to the Class A
          Certificates, the Mezzanine Certificates and the Class B Certificates
          for such Distribution Date;

                  (xvi) the aggregate amount of any Net Prepayment Interest
          Shortfalls for such Distribution Date;

                  (xvii) the Credit Enhancement Percentage for such Distribution
          Date;

                  (xviii) the Net WAC Rate Carryover Amount for the Class A
          Certificates, the Mezzanine Certificates and the Class B Certificates,
          if any, for such Distribution Date and the amount remaining unpaid
          after reimbursements therefor on such Distribution Date;

                  (xix) the Overcollateralization Target Amount, any
          Overcollateralized Amount and Overcollateralization Deficiency Amount
          after giving effect to the distribution of principal on such
          Distribution Date;

                  (xx) when the Stepdown Date or a Trigger Event has occurred;

                  (xxi) the Available Funds; and

                  (xxii) the respective Pass-Through Rates applicable to the
          Class A Certificates, each Class of Mezzanine Certificates, the Class
          B Certificates and the Class C Certificates for such Distribution Date
          and the Pass-Through Rate applicable to the Class A Certificates and
          each Class of Mezzanine Certificates for the immediately succeeding
          Distribution Date.

                  The Trustee will make such statement (and, at its option, any
additional files containing the same information in an alternative format)
available each month to Certificateholders and the Rating Agencies via the
Trustee's internet website. The Trustee's internet website shall initially be
located at "https://www.corporatetrust.db.com/invr". Assistance in using the
website can be obtained by calling the Trustee's customer service desk at (800)
735-7777. Parties that are unable to use the above distribution option 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 shall have the right to
change the way such statements are distributed in order to make such
distribution more convenient and/or more accessible to the above parties and the
Trustee shall provide timely and adequate notification to all above parties
regarding any such changes. As a condition to access to the Trustee's internet
website, the Trustee may require registration and the acceptance of a
disclaimer. The Trustee will not be liable for the dissemination of information
in accordance with this Agreement. The Trustee shall also be entitled to rely on
but shall not be responsible for the content or accuracy of any information
provided by third parties for purposes of preparing the Distribution Date
statement and may affix thereto any disclaimer it deems appropriate in its
reasonable discretion (without suggesting liability on the part of any other
party thereto).

                  In the case of information furnished pursuant to subclauses
(i) through (iii) above, the amounts shall be expressed in a separate section of
the report as a dollar amount for each Class for each $1,000 original dollar
amount as of the Cut-off Date.



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                  (b) Within a reasonable period of time after the end of each
calendar year, the Trustee shall, upon written request, furnish to each Person
who at any time during the calendar year was a Certificateholder of a Regular
Certificate, if requested in writing by such Person, such information as is
reasonably necessary to provide to such Person a statement containing the
information set forth in subclauses (i) through (iii) above, aggregated for such
calendar year or applicable portion thereof during which such Person was a
Certificateholder. Such obligation of the Trustee shall be deemed to have been
satisfied to the extent that substantially comparable information shall be
prepared and furnished by the Trustee to Certificateholders pursuant to any
requirements of the Code as are in force from time to time.

                  (c) On each Distribution Date, the Trustee shall make
available to the Residual Certificateholders a copy of the reports forwarded to
the Regular Certificateholders in respect of such Distribution Date with such
other information as the Trustee deems necessary or appropriate.

                  (d) Within a reasonable period of time after the end of each
calendar year, the Trustee shall deliver to each Person who at any time during
the calendar year was a Residual Certificateholder, if requested in writing by
such Person, such information as is reasonably necessary to provide to such
Person a statement containing the information provided pursuant to the previous
paragraph aggregated for such calendar year or applicable portion thereof during
which such Person was a Residual Certificateholder. Such obligation of the
Trustee shall be deemed to have been satisfied to the extent that substantially
comparable information shall be prepared and furnished to Certificateholders by
the Trustee pursuant to any requirements of the Code as from time to time in
force.

                  SECTION 4.04. Remittance Reports; Advances.

                  (a) On the second Business Day following each Determination
Date, each Servicer shall deliver to the Trustee by telecopy or electronic mail
(or by such other means as the Servicer and the Trustee may agree from time to
time) a Remittance Report with respect to the related Distribution Date. On the
second Business Day following each Determination Date, each Servicer shall
deliver or cause to be delivered to the Trustee in addition to the information
provided in the Remittance Report, such other information reasonably available
to it with respect to the Mortgage Loans as the Trustee may reasonably require
to perform the calculations necessary to make the distributions contemplated by
Section 4.01 and to prepare the statements to Certificateholders contemplated by
Section 4.03. The Trustee shall not be responsible to recompute, recalculate or
verify any information provided to it by either Servicer.

                  (b) The amount of Advances to be made by each Servicer for any
Distribution Date shall equal, subject to Section 4.04(d), the sum of (i) the
aggregate amount of Monthly Payments (net of the related Servicing Fee), due
during the related Due Period in respect of the Mortgage Loans, which Monthly
Payments were delinquent on a contractual basis as of the Close of Business on
the related Determination Date and (ii) with respect to each REO Property, which
REO Property was acquired during or prior to the related Due Period and as to
which REO Property an REO Disposition did not occur during the related Due
Period, an amount equal to the excess, if any, of the REO Imputed Interest on
such REO Property for the most recently ended calendar month, over the net
income from such REO Property transferred to the Distribution Account pursuant
to


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Section 3.23 for distribution on such Distribution Date. For purposes of the
preceding sentence, the Monthly Payment on each Balloon Mortgage Loan with a
delinquent Balloon Payment is equal to the assumed monthly payment that would
have been due on the related Due Date based on the original principal
amortization schedule for such Balloon Mortgage Loan.

                  On or before 1:00 p.m. New York time on the Servicer
Remittance Date, each Servicer shall remit in immediately available funds to the
Trustee for deposit in the Distribution Account an amount equal to the aggregate
amount of Advances, if any, to be made in respect of the Mortgage Loans and REO
Properties for the related Distribution Date either (i) from its own funds or
(ii) from its Collection Account, to the extent of funds held therein for future
distribution (in which case it will cause to be made an appropriate entry in the
records of the related Collection Account that amounts held for future
distribution have been, as permitted by this Section 4.04, used by the related
Servicer in discharge of any such Advance) or (iii) in the form of any
combination of (i) and (ii) aggregating the total amount of Advances to be made
by the related Servicer with respect to the Mortgage Loans and REO Properties.
Any amounts held for future distribution used by the related Servicer to make an
Advance as permitted in the preceding sentence shall be appropriately reflected
in the related Servicer's records and replaced by the related Servicer by
deposit in its Collection Account on or before any future Servicer Remittance
Date to the extent that the Available Funds for the related Distribution Date
(determined without regard to Advances to be made on the Servicer Remittance
Date) shall be less than the total amount that would be distributed to the
Classes of Certificateholders pursuant to Section 4.01 on such Distribution Date
if such amounts held for future distributions had not been so used to make
Advances. The Trustee will provide notice to the related Servicer by telecopy by
the Close of Business on any Servicer Remittance Date in the event that the
amount remitted by the related Servicer to the Trustee on such date is less than
the Advances required to be made by the related Servicer for the related
Distribution Date, as set forth in the related Remittance Report.

                  (c) The obligation of each Servicer to make such Advances is
mandatory, notwithstanding any other provision of this Agreement but subject to
(d) below, and, with respect to any Mortgage Loan, shall continue until the
Mortgage Loan is paid in full or until all Liquidation Proceeds thereon have
been recovered, or a Final Recovery Determination has been made thereon.

                  (d) Notwithstanding anything herein to the contrary, no
Advance or Servicing Advance shall be required to be made hereunder by either
Servicer if such Advance or Servicing Advance would, if made, constitute a
Nonrecoverable Advance. The determination by either Servicer that it has made a
Nonrecoverable Advance or that any proposed Advance or Servicing Advance, if
made, would constitute a Nonrecoverable Advance, shall be evidenced by an
Officers' Certificate of the related Servicer delivered to the Depositor and the
Trustee. Furthermore, the Servicer shall not be required to advance Relief Act
Interest Shortfalls.

                  SECTION 4.05. [Reserved]

                  SECTION 4.06. Net WAC Rate Carryover Reserve Account.

                  No later than the Closing Date, the Trustee shall establish
and maintain with itself a separate, segregated trust account titled, "Net WAC
Rate Carryover Reserve Account, Deutsche


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Bank National Trust Company, as Trustee, in trust for registered Holders of
Soundview Mortgage Loan Trust 2004-1, Asset-Backed Certificates, Series 2004-1."
All amounts deposited in the Net WAC Rate Carryover Reserve Account shall be
distributed to the Holders of the Class A Certificates, the Mezzanine
Certificates and the Class B Certificates in the manner set forth in Section
4.01(d).

                  On each Distribution Date as to which there is a Net WAC Rate
Carryover Amount payable to the Class A Certificates, the Mezzanine Certificates
or the Class B Certificates, the Trustee has been directed by the Class C
Certificateholders to, and therefore will, deposit into the Net WAC Rate
Carryover Reserve Account the amounts described in Section 4.01(d)(xxiii),
rather than distributing such amounts to the Class C Certificateholders. In
addition, any payments received by the Trustee under the Cap Contract on each
Distribution Date will be deposited into the Net WAC Rate Carryover Reserve
Account. On each such Distribution Date, the Trustee shall hold all such amounts
for the benefit of the Holders of the Class A Certificates, the Mezzanine
Certificates and the Class B Certificates, and will distribute such amounts to
the Holders of the Class A Certificates, the Mezzanine Certificates and the
Class B Certificates in the amounts and priorities set forth in Section 4.01(d).

                  On each Distribution Date, any amounts remaining in the Net
WAC Rate Reserve Account after the payment of any Net WAC Rate Carryover Amounts
on the Class A Certificates, the Mezzanine Certificates and the Class B
Certificates for such Distribution Date, shall be payable to the Trustee.

                  For federal and state income tax purposes, the Trustee will be
deemed to be the owner of the Net WAC Rate Carryover Reserve Account. All
amounts deposited into the Net WAC Rate Carryover Reserve Account (other than
amounts received under the Cap Contract) shall be treated as amounts distributed
by REMIC 2 to the Holder of the Class C Interest and by REMIC 3 to the Holder of
the Class C Certificates. The Net WAC Rate Carryover Reserve Account will be an
"outside reserve fund" within the meaning of Treasury regulation Section
1.860G-2(h). Upon the termination of the Trust, or the payment in full of the
Class A Certificates, the Mezzanine Certificates and the Class B Certificates,
all amounts remaining on deposit in the Net WAC Rate Carryover Reserve Account
will be released by the Trust and distributed to the Trustee or its designee.
The Net WAC Rate Carryover Reserve Account will be part of the Trust but not
part of any REMIC and any payments to the Holders of the Class A Certificates,
the Mezzanine Certificates or the Class B Certificates of Net WAC Rate Carryover
Amounts will not be payments with respect to a "regular interest" in a REMIC
within the meaning of Code Section 860(G)(a)(1).

                  By accepting a Class C Certificate, each Class C
Certificateholder hereby agrees to direct the Trustee, and the Trustee hereby is
directed, to deposit into the Net WAC Rate Carryover Reserve Account the amounts
described above on each Distribution Date as to which there is any Net WAC Rate
Carryover Amount rather than distributing such amounts to the Class C
Certificateholders. By accepting a Class C Certificate, each Class C
Certificateholder further agrees that such direction is given for good and
valuable consideration, the receipt and sufficiency of which is acknowledged by
such acceptance.



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                  Amounts on deposit in the Net WAC Rate Carryover Reserve
Account shall remain uninvested.

                  For federal tax return and information reporting, the value of
the right to receive payments in respect of any Net WAC Rate Carryover Amount
may be obtained from the Trustee, upon receipt from the Depositor.

                  SECTION 4.07. Distributions on the REMIC Regular Interests.

                  (a) On each Distribution Date, the Trustee shall cause in the
          following order of priority, the following amounts which shall be
          deemed to be distributed by REMIC 1 to REMIC 2 on account of the REMIC
          1 Regular Interests or withdrawn from the Distribution Account and
          distributed to the holders of the Class R Certificates (in respect of
          the Class R-1 Interest), as the case may be:

                  (i) first, to the extent of Available Funds, to Holders of
          REMIC 1 Regular Interest LTAA, REMIC 1 Regular Interest LTA1, REMIC 1
          Regular Interest LTA2, REMIC 1 Regular Interest LTA3, REMIC 1 Regular
          Interest LTA4, REMIC 1 Regular Interest LTM1, REMIC 1 Regular Interest
          LTM2, REMIC 1 Regular Interest LTM3, REMIC 1 Regular Interest LTM4,
          REMIC 1 Regular Interest LTM5, REMIC 1 Regular Interest LTM6, REMIC 1
          Regular Interest LTM7, REMIC 1 Regular Interest LTM8, REMIC 1 Regular
          Interest LTM9, REMIC 1 Regular Interest LTB1, REMIC 1 Regular Interest
          LTB2, REMIC 1 Regular Interest LTZZ and REMIC 1 Regular Interest LTP,
          on a PRO RATA basis, in an amount equal to (A) the Uncertificated
          Accrued 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
          1 Regular Interest LTZZ shall be reduced and deferred when the REMIC 1
          Overcollateralization Amount is less than the REMIC 1
          Overcollateralization Target Amount, by the lesser of (x) the amount
          of such difference and (y) the Maximum Uncertificated Accrued Interest
          Deferral Amount and such amount will be payable to the Holders of
          REMIC 1 Regular Interest LTA1, REMIC 1 Regular Interest LTA2, REMIC 1
          Regular Interest LTA3, REMIC 1 Regular Interest LTA4, REMIC 1 Regular
          Interest LTM1, REMIC 1 Regular Interest LTM2, REMIC 1 Regular Interest
          LTM3, REMIC 1 Regular Interest LTM4, REMIC 1 Regular Interest LTM5,
          REMIC 1 Regular Interest LTM6, REMIC 1 Regular Interest LTM7, REMIC 1
          Regular Interest LTM8, REMIC 1 Regular Interest LTM9, REMIC 1 Regular
          Interest LTB1 and REMIC 1 Regular Interest LTB2 in the same proportion
          as the Overcollateralization Deficiency Amount is allocated to the
          Corresponding Certificates and the Uncertificated Principal Balance of
          the REMIC 1 Regular Interest LTZZ shall be increased by such amount;
          and

                  (ii) second, to the Holders of REMIC 1 Regular Interests, in
          an amount equal to the remainder of the Available Funds for such
          Distribution Date after the distributions made pursuant to clause (i)
          above, allocated as follows:

                           (a) 98.00% of such remainder to the Holders of REMIC
                  1 Regular Interest LTAA and REMIC 1 Regular Interest LTP until
                  the Uncertificated Principal Balance of such Uncertificated
                  REMIC 1 Regular Interest is reduced to zero;


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                  provided, however, that REMIC 1 Regular Interest LTP shall not
                  be reduced until the Distribution Date immediately following
                  the expiration of the latest Prepayment Charge as identified
                  on the Prepayment Charge Schedule or any Distribution Date
                  thereafter, at which point such amount shall be distributed to
                  REMIC 1 Regular Interest LTP, until $100 has been distributed
                  pursuant to this clause;

                           (b) 2.00% of such remainder, first to the Holders of
                  REMIC 1 Regular Interest LTA1, REMIC 1 Regular Interest LTA2,
                  REMIC 1 Regular Interest LTA3, REMIC 1 Regular Interest LTA4,
                  REMIC 1 Regular Interest LTM1, REMIC 1 Regular Interest LTM2,
                  REMIC 1 Regular Interest LTM3, REMIC 1 Regular Interest LTM4,
                  REMIC 1 Regular Interest LTM5, REMIC 1 Regular Interest LTM6,
                  REMIC 1 Regular Interest LTM7, REMIC 1 Regular Interest LTM8,
                  REMIC 1 Regular Interest LTM9, REMIC 1 Regular Interest LTB1
                  and REMIC 1 Regular Interest LTB2, 1.00% of and in the same
                  proportion as principal payments are allocated to the
                  Corresponding Certificates, until the Uncertificated Principal
                  Balances of such REMIC 1 Regular Interests are reduced to zero
                  and second, to the Holders of REMIC 1 Regular Interest LTZZ
                  until the Uncertificated Principal Balance of such REMIC 1
                  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-1 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 1 Regular Interest LTAA and REMIC 1 Regular Interest
LTP, in that order and (ii) REMIC 1 Regular Interest LTZZ, respectively;
provided that REMIC 1 Regular Interest LTP shall not be reduced until the
Distribution Date immediately following the expiration of the latest Prepayment
Charge as identified on the Prepayment Charge Schedule or any Distribution Date
thereafter, at which point such amount shall be distributed to REMIC 1 Regular
Interest LT1P, until $100 has been distributed pursuant to this clause.

                  SECTION 4.08. Allocation of Realized Losses.

                  (a) All Realized Losses on the Mortgage Loans allocated to any
Regular Certificate shall be allocated by the Trustee on each Distribution Date
as follows: first, to Net Monthly Excess Cashflow; second, to the Class C
Certificates, until the Certificate Principal Balance thereof has been reduced
to zero; third, to the Class B-2 Certificates, until the Certificate Principal
Balance thereof has been reduced to zero; fourth, to the Class B-1 Certificates,
until the Certificate Principal Balance thereof has been reduced to zero; fifth,
to the Class M-9 Certificates, until the Certificate Principal Balance thereof
has been reduced to zero; sixth, to the Class M-8 Certificates, until the
Certificate Principal Balance thereof has been reduced to zero; seventh, to the
Class M-7 Certificates, until the Certificate Principal Balance thereof has been
reduced to zero; eighth, to the Class M-6 Certificates, until the Certificate
Principal Balance thereof has been reduced to zero; ninth, to the Class M-5
Certificates, until the Certificate Principal Balance thereof has been reduced
to zero; tenth, to the Class M-4 Certificates, until the Certificate Principal
Balance thereof has been reduced to zero; eleventh, to the Class M-3
Certificates, until the Certificate Principal Balance


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thereof has been reduced to zero; twelfth, to the Class M-2 Certificates, until
the Certificate Principal Balance thereof has been reduced to zero; and
thirteenth, to the Class M-1 Certificates, until the Certificate Principal
Balance thereof has been reduced to zero. All Realized Losses to be allocated to
the Certificate Principal Balances of all Classes 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 of 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 Realized Losses to a Mezzanine 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 C Certificates shall be made by reducing the amount otherwise payable in
respect thereof pursuant to Section 4.01(d)(xxiii). No allocations of any
Realized Losses shall be made to the Certificate Principal Balances of the Class
A Certificates or the Class P Certificates.

                  (b) All Realized Losses on the Mortgage Loans shall be deemed
to have been allocated in the specified percentages, as follows: first, to
Uncertificated Accrued Interest payable to the REMIC 2 Regular Interest LTAA and
REMIC 2 Regular Interest LTZZ up to an aggregate amount equal to the REMIC 2
Interest Loss Allocation Amount, 98% and 2%, respectively; second, to the
Uncertificated Principal Balances of REMIC 2 Regular Interest LTAA and REMIC 2
Regular Interest LTZZ up to an aggregate amount equal to the REMIC 2 Principal
Loss Allocation Amount, 98% and 2%, respectively; third, to the Uncertificated
Principal Balances of REMIC 2 Regular Interest LTAA, REMIC 2 Regular Interest
LTB2 and REMIC 2 Regular Interest LTZZ, 98%, 1% and 1%, respectively, until the
Uncertificated Principal Balance of REMIC 2 Regular Interest LTB2 has been
reduced to zero; fourth, to the Uncertificated Principal Balances of REMIC 2
Regular Interest LTAA, REMIC 2 Regular Interest LTB1 and REMIC 2 Regular
Interest LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Principal
Balance of REMIC 2 Regular Interest LTB1 has been reduced to zero; fifth, to the
Uncertificated Principal Balances of REMIC 2 Regular Interest LTAA, REMIC 2
Regular Interest LTM9 and REMIC 2 Regular Interest LTZZ, 98%, 1% and 1%,
respectively, until the Uncertificated Principal Balance of REMIC 2 Regular
Interest LTM9 has been reduced to zero; sixth, to the Uncertificated Principal
Balances of REMIC 2 Regular Interest LTAA, REMIC 2 Regular Interest LTM8 and
REMIC 2 Regular Interest LTZZ, 98%, 1% and 1%, respectively, until the
Uncertificated Principal Balance of REMIC 2 Regular Interest LTM8 has been
reduced to zero; seventh, to the Uncertificated Principal Balances of REMIC 2
Regular Interest LTAA, REMIC 2 Regular Interest LTM7 and REMIC 2 Regular
Interest LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Principal
Balance of REMIC 2 Regular Interest LTM7 has been reduced to zero; eighth, to
the Uncertificated Principal Balances of REMIC 2 Regular Interest LTAA, REMIC 2
Regular Interest LTM6 and REMIC 2 Regular Interest LTZZ, 98%, 1% and 1%,
respectively, until the Uncertificated Principal Balance of REMIC 2 Regular
Interest LTM6 has been reduced to zero; ninth, to the Uncertificated Principal
Balances of REMIC 2 Regular Interest LTAA, REMIC 2 Regular Interest LTM5 and
REMIC 2 Regular Interest LTZZ, 98%, 1% and 1%, respectively, until the
Uncertificated Principal Balance of REMIC 2 Regular Interest LTM5 has been
reduced to zero; tenth, to the Uncertificated Principal Balances of REMIC 2
Regular Interest LTAA, REMIC 2 Regular Interest LTM4 and REMIC 2 Regular
Interest LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Principal
Balance of REMIC 2 Regular Interest LTM4 has been


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reduced to zero; eleventh, to the Uncertificated Principal Balances of REMIC 2
Regular Interest LTAA, REMIC 2 Regular Interest LTM3 and REMIC 2 Regular
Interest LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Principal
Balance of REMIC 2 Regular Interest LTM3 has been reduced to zero; twelfth, to
the Uncertificated Principal Balances of REMIC 2 Regular Interest LTAA, REMIC 2
Regular Interest LTM2 and REMIC 2 Regular Interest LTZZ, 98%, 1% and 1%,
respectively, until the Uncertificated Principal Balance of REMIC 2 Regular
Interest LTM2 has been reduced to zero; and thirteenth, to the Uncertificated
Principal Balances of REMIC 2 Regular Interest LTAA, REMIC 2 Regular Interest
LTM1 and REMIC 2 Regular Interest LTZZ, 98%, 1% and 1%, respectively, until the
Uncertificated Principal Balance of REMIC 2 Regular Interest LTM1 has been
reduced to zero.



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                                   ARTICLE V

                                THE CERTIFICATES

                  SECTION 5.01. The Certificates.

                  Each of the Class A Certificates, the Mezzanine Certificates,
the Class B Certificates, the Class P Certificates, the Class C Certificates and
the Residual Certificates shall be substantially in the forms annexed hereto as
exhibits, and shall, on original issue, be executed, authenticated and delivered
by the Trustee to or upon the order of the Depositor concurrently with the sale
and assignment to the Trustee of the Trust Fund. The Class A Certificates, the
Mezzanine Certificates and the Class B Certificates shall be initially evidenced
by one or more Certificates representing a Percentage Interest with a minimum
dollar denomination of $25,000 and integral dollar multiples of $1.00 in excess
thereof, except that one Certificate of each such Class of Certificates may be
in a different denomination so that the sum of the denominations of all
outstanding Certificates of such Class shall equal the Certificate Principal
Balance of such Class on the Closing Date. The Class C Certificates, the Class P
Certificates and the Residual Certificates are issuable in any Percentage
Interests; provided, however, that the sum of all such percentages for each such
Class totals 100% and no more than ten Certificates of each Class may be issued
and outstanding at any one time.

                  The Certificates shall be executed on behalf of the Trust by
manual or facsimile signature on behalf of the Trustee by a Responsible Officer.
Certificates bearing the manual or facsimile signatures of individuals who were,
at the time when such signatures were affixed, authorized to sign on behalf of
the Trustee shall bind the Trust, 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
Certificate. No Certificate shall be entitled to any benefit under this
Agreement or be valid for any purpose, unless such Certificate shall have been
manually authenticated by the Trustee substantially in the form provided for
herein, and such authentication upon any Certificate shall be conclusive
evidence, and the only evidence, that such Certificate has been duly
authenticated and delivered hereunder. All Certificates shall be dated the date
of their authentication. Subject to Section 5.02(c), the Class A Certificates,
the Mezzanine Certificates and the Class B Certificates shall be Book-Entry
Certificates. The other Classes of Certificates shall not be Book-Entry
Certificates.

                  SECTION 5.02. Registration of Transfer and Exchange of
                                Certificates.

                  (a) The Certificate Registrar shall cause to be kept at the
Corporate Trust Office a Certificate Register in which, subject to such
reasonable regulations as it may prescribe, the Certificate Registrar shall
provide for the registration of Certificates and of transfers and exchanges of
Certificates as herein provided. The Trustee shall initially serve as
Certificate Registrar for the purpose of registering Certificates and transfers
and exchanges of Certificates as herein provided.

                  Upon surrender for registration of transfer of any Certificate
at any office or agency of the Certificate Registrar maintained for such purpose
pursuant to the foregoing paragraph which office shall initially be the offices
of the Trustee's agent located at c/o DTC Transfer Agent Services, 55 Water
Street, Jeanette Park Entrance, New York, New York 10041 and, in the case of a
Residual


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Certificate, upon satisfaction of the conditions set forth below, the Trustee on
behalf of the Trust shall execute, authenticate and deliver, in the name of the
designated transferee or transferees, one or more new Certificates of the same
aggregate Percentage Interest.

                  At the option of the Certificateholders, Certificates may be
exchanged for other Certificates in authorized denominations and the same
aggregate Percentage Interests, upon surrender of the Certificates to be
exchanged at any such office or agency. Whenever any Certificates are so
surrendered for exchange, the Trustee shall execute on behalf of the Trust and
authenticate and deliver the Certificates which the Certificateholder making the
exchange is entitled to receive. Every Certificate presented or surrendered for
registration of transfer or exchange shall (if so required by the Trustee or the
Certificate Registrar) be duly endorsed by, or be accompanied by a written
instrument of transfer satisfactory to the Trustee and the Certificate Registrar
duly executed by, the Holder thereof or his attorney duly authorized in writing.
In addition, (i) with respect to each Class R Certificate, the holder thereof
may exchange, in the manner described above, such Class R Certificate for three
separate certificates, each representing such holder's respective Percentage
Interest in the Class R-1 Interest and the Class R-2 Interest, respectively, in
each case that was evidenced by the Class R Certificate being exchanged and (ii)
with respect to each Class R-X Certificate, the holder thereof may exchange, in
the manner described above, such Class R-X Certificate for two separate
certificates, each representing such holder's respective Percentage Interest in
the Class R-3 Interest and the Class R-4 Interest, respectively, in each case
that was evidenced by the Class R-X Certificate being exchanged.

                  (b) Except as provided in paragraph (c) below, the Book-Entry
Certificates shall at all times remain registered in the name of the Depository
or its nominee and at all times: (i) registration of such Certificates may not
be transferred by the Trustee except to another Depository; (ii) the Depository
shall maintain book-entry records with respect to the Certificate Owners and
with respect to ownership and transfers of such Certificates; (iii) ownership
and transfers of registration of such Certificates on the books of the
Depository shall be governed by applicable rules established by the Depository;
(iv) the Depository may collect its usual and customary fees, charges and
expenses from its Depository Participants; (v) the Trustee shall for all
purposes deal with the Depository as representative of the Certificate Owners of
the Certificates for purposes of exercising the rights of Holders under this
Agreement, and requests and directions for and votes of such representative
shall not be deemed to be inconsistent if they are made with respect to
different Certificate Owners; (vi) the Trustee may rely and shall be fully
protected in relying upon information furnished by the Depository with respect
to its Depository Participants and furnished by the Depository Participants with
respect to indirect participating firms and Persons shown on the books of such
indirect participating firms as direct or indirect Certificate Owners; and (vii)
the direct participants of the Depository shall have no rights under this
Agreement under or with respect to any of the Certificates held on their behalf
by the Depository, and the Depository may be treated by the Trustee and its
agents, employees, officers and directors as the absolute owner of the
Certificates for all purposes whatsoever.

                  All transfers by Certificate Owners of Book-Entry Certificates
shall be made in accordance with the procedures established by the Depository
Participant or brokerage firm representing such Certificate Owners. Each
Depository Participant shall only transfer Book-Entry Certificates of
Certificate Owners that it represents or of brokerage firms for which it acts as
agent


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<PAGE>



in accordance with the Depository's normal procedures. The parties hereto are
hereby authorized to execute a Letter of Representations with the Depository or
take such other action as may be necessary or desirable to register a Book-Entry
Certificate to the Depository. In the event of any conflict between the terms of
any such Letter of Representation and this Agreement, the terms of this
Agreement shall control.

                  (c) If (i)(x) the Depository or the Depositor advises the
Trustee in writing that the Depository is no longer willing or able to discharge
properly its responsibilities as Depository and (y) the Trustee or the Depositor
is unable to locate a qualified successor or (ii) after the occurrence of a
Servicer Event of Termination, the Certificate Owners of the Book-Entry
Certificates representing Percentage Interests of such Classes aggregating not
less than 51% advise the Trustee and Depository through the Financial
Intermediaries and the Depository Participants in writing that the continuation
of a book-entry system through the Depository to the exclusion of definitive,
fully registered certificates (the "Definitive Certificates") to Certificate
Owners is no longer in the best interests of the Certificate Owners. Upon
surrender to the Certificate Registrar of the Book-Entry Certificates by the
Depository, accompanied by registration instructions from the Depository for
registration, the Trustee shall, at the Depositor's expense, in the case of (i)
above, or the related Servicer's expense, in the case of (ii) above, execute on
behalf of the Trust and authenticate the Definitive Certificates. Neither the
Depositor nor the Trustee shall be liable for any delay in delivery of such
instructions and may conclusively rely on, and shall be protected in relying on,
such instructions. Upon the issuance of Definitive Certificates, the Trustee,
the Certificate Registrar, each Servicer, any Paying Agent and the Depositor
shall recognize the Holders of the Definitive Certificates as Certificateholders
hereunder.

                  (d) No transfer, sale, pledge or other disposition of any
Class B Certificate, Class C Certificate, Class P Certificate or Residual
Certificate (the "Private Certificates") shall be made unless such disposition
is exempt from the registration requirements of the Securities Act of 1933, as
amended (the "1933 Act"), and any applicable state securities laws or is made in
accordance with the 1933 Act and laws. In the event of any such transfer, except
with respect to the initial transfer of any Private Certificates by the
Depositor (i) unless such transfer is made in reliance upon Rule 144A (as
evidenced by an investment letter delivered to the Trustee, in substantially the
form attached hereto as Exhibit J) under the 1933 Act, the Trustee and the
Depositor shall require a written Opinion of Counsel (which may be in-house
counsel) acceptable to and in form and substance reasonably satisfactory to the
Trustee and the Depositor that such transfer may be made pursuant to an
exemption, describing the applicable exemption and the basis therefor, from the
1933 Act or is being made pursuant to the 1933 Act, which Opinion of Counsel
shall not be an expense of the Trustee or the Depositor or (ii) the Trustee
shall require the transferor to execute a transferor certificate (in
substantially the form attached hereto as Exhibit L) and the transferee to
execute an investment letter (in substantially the form attached hereto as
Exhibit J) acceptable to and in form and substance reasonably satisfactory to
the Depositor and the Trustee certifying to the Depositor and the Trustee the
facts surrounding such transfer, which investment letter shall not be an expense
of the Trustee or the Depositor. The Holder of a Private Certificate desiring to
effect such transfer shall, and does hereby agree to, indemnify the Trustee and
the Depositor 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.
Notwithstanding anything to the contrary contained in this Agreement, all
transfers of the Class B Certificates shall be made in reliance upon Rule 144A.


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                  Notwithstanding the foregoing, no certification or Opinion of
Counsel described in this Section 5.02(d) will be required in connection with
the transfer, on the Closing Date, of any Residual Certificate by the Depositor
to an "accredited investor" within the meaning of Rule 501 of the 1933 Act.

                  No transfer of a Private Certificate or any interest therein
shall be made to any Plan subject to ERISA or Section 4975 of the Code, any
Person acting, directly or indirectly, on behalf of any such Plan or any Person
acquiring such Certificates with "Plan Assets" of a Plan within the meaning of
the Department of Labor regulation promulgated at 29 C.F.R. ss. 2510.3-101
("Plan Assets"), as certified by such transferee in the form of Exhibit M,
unless (i) in the case of a Class C Certificate, a Class P Certificate or a
Residual Certificate, the Trustee is provided with an Opinion of Counsel for the
benefit of the Depositor, the Trustee and each Servicer and on which they may
rely which establishes to the satisfaction of the Trustee that the purchase of
such Certificates is permissible under applicable law, will not constitute or
result in any prohibited transaction under ERISA or Section 4975 of the Code and
will not subject the Depositor, either Servicer, the Trustee or the Trust Fund
to any obligation or liability (including obligations or liabilities under ERISA
or Section 4975 of the Code) in addition to those undertaken in this Agreement,
which Opinion of Counsel shall not be an expense of the Depositor, either
Servicer, the Trustee or the Trust Fund or (ii) in the case of a Class B
Certificate, (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. Neither a certification nor an Opinion of Counsel
will be required in connection with the initial transfer of any such Certificate
by the Depositor to an affiliate of the Depositor (in which case, the Depositor
or any Affiliate thereof shall have deemed to have represented that such
Affiliate is not a Plan or a Person investing Plan Assets) and the Trustee shall
be entitled to conclusively rely upon a representation (which, upon the request
of the Trustee, shall be a written representation) from the Depositor of the
status of such transferee as an Affiliate of the Depositor.

                  Each Transferee of a Mezzanine Certificate will be deemed to
have represented by virtue of its purchase or holding of such Certificate (or
interest therein) that either (a) such Transferee is not a Plan or purchasing
such Certificate with Plan Assets, (b) it has acquired and is holding such
Certificate in reliance on Prohibited Transaction Exemption ("PTE") 90-59, 55
Fed. Reg. 36724 (September 6, 1990), as amended by PTE 97-34, 62 Fed. Reg. 39021
(July 21, 1997), PTE 2000-58, 65 Fed. Reg. 67765 (November 13, 2000) and PTE
2002-41, 67 Fed. Reg. 54487 (August 22, 2002) (the "Exemption"), and that it
understands that there are certain conditions to the availability of the
Exemption including that such Certificate must be rated, at the time of
purchase, not lower than "BBB-" (or its equivalent) by a Rating Agency or (c)
the following conditions are satisfied: (i) such Transferee is an insurance
company, (ii) the source of funds used to purchase or hold such Certificate (or
interest therein) is an "insurance company general account" (as defined in PTCE
95-60, and (iii) the conditions set forth in Sections I and III of PTCE 95-60
have been satisfied.

                  If any Mezzanine Certificate or Private Certificate or any
interest therein is acquired or held in violation of the provisions of the two
preceding paragraphs, the next preceding permitted beneficial owner will be
treated as the beneficial owner of that Certificate retroactive to the date of


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transfer to the purported beneficial owner. Any purported beneficial owner whose
acquisition or holding of any such Certificate or interest therein was effected
in violation of the provisions of the two preceding paragraphs shall indemnify
and hold harmless the Depositor, each Servicer, the Trustee and the Trust from
and against any and all liabilities, claims, costs or expenses incurred by those
parties as a result of that acquisition or holding.

                  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 to
have irrevocably appointed the Depositor or its designee as its attorney-in-fact
to negotiate the terms of any mandatory sale under clause (v) below and to
execute all instruments of transfer and to do all other things necessary in
connection with any such sale, 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 Person shall acquire an Ownership Interest in a
                           Residual Certificate unless such Ownership Interest
                           is a PRO RATA undivided interest.

                  (iii)    In connection with any proposed transfer of any
                           Ownership Interest in a Residual Certificate, the
                           Trustee shall as a condition to registration of the
                           transfer, require delivery to it, in form and
                           substance satisfactory to it, of each of the
                           following:

                  (A)      an affidavit in the form of Exhibit K hereto from the
                           proposed transferee to the effect that such
                           transferee is a Permitted Transferee and that it is
                           not acquiring its Ownership Interest in the Residual
                           Certificate that is the subject of the proposed
                           transfer as a nominee, trustee or agent for any
                           Person who is not a Permitted Transferee; and

                  (B)      a covenant of the proposed transferee to the effect
                           that the proposed transferee agrees to be bound by
                           and to abide by the transfer restrictions applicable
                           to the Residual Certificates.

                  (iv)     Any attempted or purported transfer of any Ownership
                           Interest in a Residual Certificate in violation of
                           the provisions of this Section shall be absolutely
                           null and void and shall vest no rights in the
                           purported transferee. If any purported transferee
                           shall, in violation of the provisions of this
                           Section, become a Holder of a Residual Certificate,
                           then the prior Holder of such Residual Certificate
                           that is a Permitted Transferee shall, upon discovery
                           that the registration of transfer of such Residual
                           Certificate was not in fact permitted by this
                           Section, 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 this Section or for making any
                           distributions due on such Residual Certificate to the
                           Holder thereof or taking any other action with
                           respect to such Holder under the provisions of this
                           Agreement so long as the Trustee received the
                           documents specified in


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clause (iii). The Trustee shall be entitled to recover from any Holder of a
Residual Certificate that was in fact not a Permitted Transferee at the time
such distributions were made all distributions made on such Residual
Certificate. Any such distributions so recovered by the Trustee shall be
distributed and delivered by the Trustee to the prior Holder of such Residual
Certificate that is a Permitted Transferee.

                  (v) If any Person other than a Permitted Transferee acquires
any Ownership Interest in a Residual Certificate in violation of the
restrictions in this Section, then the Trustee shall have the right but not the
obligation, without notice to the Holder of such Residual Certificate or any
other Person having an Ownership Interest therein, to notify the Depositor to
arrange for the sale of such Residual Certificate. The proceeds of such sale,
net of commissions (which may include commissions payable to the Depositor or
its affiliates in connection with such sale), expenses and taxes due, if any,
will be remitted by the Trustee to the previous Holder of such Residual
Certificate that is a Permitted Transferee, except that in the event that the
Trustee determines that the Holder of such Residual Certificate may be liable
for any amount due under this Section or any other provisions of this Agreement,
the Trustee may withhold a corresponding amount from such remittance as security
for such claim. The terms and conditions of any sale under this clause (v) shall
be determined in the sole discretion of the Trustee and it shall not be liable
to any Person having an Ownership Interest in a Residual Certificate as a result
of its exercise of such discretion.

                  (vi) If any Person other than a Permitted Transferee acquires
any Ownership Interest in a Residual Certificate in violation of the
restrictions in this Section, then the Trustee upon receipt of reasonable
compensation will provide to the Internal Revenue Service, and to the persons
specified in Sections 860E(e)(3) and (6) of the Code, information needed to
compute the tax imposed under Section 860E(e)(5) of the Code on transfers of
residual interests to disqualified organizations.

                  The foregoing provisions of this Section shall cease to apply
to transfers occurring on or after the date on which there shall have been
delivered to the Trustee, in form and substance satisfactory to the Trustee, (i)
written notification from each Rating Agency that the removal of the
restrictions on transfer set forth in this Section will not cause such Rating
Agency to downgrade its rating of the Certificates and (ii) an Opinion of
Counsel to the effect that such removal will not cause any REMIC created
hereunder to fail to qualify as a REMIC.

                  (e) No service charge shall be made for any registration of
transfer or exchange of Certificates of any Class, but the Certificate Registrar
may require payment of a sum sufficient to cover any tax or governmental charge
that may be imposed in connection with any transfer or exchange of Certificates.

                  All Certificates surrendered for registration of transfer or
exchange shall be canceled by the Certificate Registrar and disposed of pursuant
to its standard procedures.

                  SECTION 5.03. Mutilated, Destroyed, Lost or Stolen
                                Certificates.

                  If (i) any mutilated Certificate is surrendered to the
Certificate Registrar or the Certificate Registrar receives evidence to its
satisfaction of the destruction, loss or theft of any Certificate and (ii) there
is delivered to the Trustee, the Depositor and the Certificate Registrar such


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security or indemnity as may be required by them to save each of them harmless,
then, in the absence of notice to the Trustee or the Certificate Registrar that
such Certificate has been acquired by a bona fide purchaser, the Trustee shall
execute on behalf of the Trust, authenticate and deliver, in exchange for or in
lieu of any such mutilated, destroyed, lost or stolen Certificate, a new
Certificate of like tenor and Percentage Interest. Upon the issuance of any new
Certificate under this Section, the Trustee or the Certificate Registrar may
require the payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in relation thereto and any other expenses (including
the fees and expenses of the Trustee and the Certificate Registrar) in
connection therewith. Any duplicate Certificate issued pursuant to this Section,
shall constitute complete and indefeasible evidence of ownership in the Trust,
as if originally issued, whether or not the lost, stolen or destroyed
Certificate shall be found at any time.

                  SECTION 5.04. Persons Deemed Owners.

                  Each Servicer, the Depositor, the Trustee, the Certificate
Registrar, any Paying Agent and any agent of either Servicer, the Depositor, the
Trustee, the Certificate Registrar or any Paying Agent may treat the Person,
including a Depository, in whose name any Certificate is registered as the owner
of such Certificate for the purpose of receiving distributions pursuant to
Section 4.01 and for all other purposes whatsoever, and none of the Servicers,
the Trust, the Trustee nor any agent of any of them shall be affected by notice
to the contrary.

                  SECTION 5.05. Appointment of Paying Agent.

                  (a) The Paying Agent shall make distributions to
Certificateholders from the Distribution Account pursuant to Section 4.01 and
shall report the amounts of such distributions to the Trustee. The duties of the
Paying Agent may include the obligation (i) to withdraw funds from the
Collection Account pursuant to Section 3.11 and for the purpose of making the
distributions referred to above and (ii) to distribute statements and provide
information to Certificateholders as required hereunder. The Paying Agent
hereunder shall at all times be an entity duly organized and validly existing
under the laws of the United States of America or any state thereof, authorized
under such laws to exercise corporate trust powers and subject to supervision or
examination by federal or state authorities. The Paying Agent shall initially be
the Trustee. The Trustee may appoint a successor to act as Paying Agent, which
appointment shall be reasonably satisfactory to the Depositor.

                  (b) The Trustee shall cause the Paying Agent (if other than
the Trustee) to execute and deliver to the Trustee an instrument in which such
Paying Agent shall agree with the Trustee that such Paying Agent shall hold all
sums, if any, held by it for payment to the Certificateholders in trust for the
benefit of the Certificateholders entitled thereto until such sums shall be paid
to such Certificateholders and shall agree that it shall comply with all
requirements of the Code regarding the withholding of payments in respect of
Federal income taxes due from Certificate Owners and otherwise comply with the
provisions of this Agreement applicable to it.



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                                   ARTICLE VI

                         THE SERVICERS AND THE DEPOSITOR

                  SECTION 6.01. Liability of the Servicers and the Depositor.

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

                  SECTION 6.02. Merger or Consolidation of, or Assumption of the
                                Obligations of, the Servicers or the Depositor.

                  Any entity into which either Servicer or the Depositor may be
merged or consolidated, or any entity resulting from any merger, conversion or
consolidation to which either Servicer or the Depositor shall be a party, or any
corporation succeeding to the business of the related Servicer or the Depositor,
shall be the successor of the related Servicer or the Depositor, as the case may
be, hereunder, without the execution or filing of any paper or any further act
on the part of any of the parties hereto, anything herein to the contrary
notwithstanding; provided, however, that a successor Servicer shall satisfy all
the requirements of Section 7.02 with respect to the qualifications of a
successor Servicer.

                  SECTION 6.03. Limitation on Liability of the Servicers and
                                Others.

                  Neither the Servicers or the Depositor nor any of the
directors or officers or employees or agents of the Servicers or the Depositor
shall be under any liability to the Trust or the Certificateholders for any
action taken or for refraining from the taking of any action by the Servicers or
the Depositor in good faith pursuant to this Agreement, or for errors in
judgment; provided, however, that this provision shall not protect either
Servicer, the Depositor or any such Person against any liability which would
otherwise be imposed by reason of its willful misfeasance, bad faith or
negligence in the performance of duties of the related Servicer or the
Depositor, as the case may be, or by reason of its reckless disregard of its
obligations and duties of the related Servicer or the Depositor, as the case may
be, hereunder. Each Servicer and any director or officer or employee or agent of
each 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. Each Servicer and the Depositor, and any director or officer or
employee or agent of each Servicer or the Depositor, shall be indemnified by the
Trust and held harmless against any loss, liability or expense incurred in
connection with (i) any legal action relating to this Agreement or the
Certificates, other than any loss, liability or expense incurred by reason of
its willful misfeasance, bad faith or negligence or by reason of its reckless
disregard of obligations and duties hereunder or by reason of its failure to
perform its obligations or duties hereunder and (ii) any breach of a
representation or warranty regarding the Mortgage Loans. Each Servicer or the
Depositor may undertake any such action which it may deem necessary or desirable
in respect of this Agreement, and the rights and duties of the parties hereto
and the interests of the Certificateholders hereunder. In such event, unless the
Depositor or the related Servicer acts without the consent of the Holders of
Certificates entitled to


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at least 51% of the Voting Rights, the reasonable legal expenses and costs of
such action and any liability resulting therefrom shall be expenses, costs and
liabilities of the Trust and the related Servicer shall be entitled to be
reimbursed therefor from the related Collection Account as and to the extent
provided in Section 3.11, any such right of reimbursement being prior to the
rights of the Certificateholders to receive any amount in the related Collection
Account. The Servicers' right to indemnity or reimbursement pursuant to this
Section shall survive any resignation or termination of either Servicer pursuant
to Section 6.04 or 7.01 with respect to any losses, expenses, costs or
liabilities arising prior to such resignation or termination (or arising from
events that occurred prior to such resignation or termination). This paragraph
shall apply to either Servicer solely in its capacity as Servicer hereunder and
in no other capacities.

                  SECTION 6.04. Servicer Not to Resign.

                  Neither Servicer shall resign from the obligations and duties
hereby imposed on it except upon determination that its duties hereunder are no
longer permissible under applicable law. Any such determination pursuant to the
preceding sentence permitting the resignation of either Servicer shall be
evidenced by an Opinion of Counsel to such effect obtained at the expense of the
related Servicer and delivered to the Trustee. No resignation of either Servicer
shall become effective until the Trustee or a successor servicer shall have
assumed the related Servicer's responsibilities, duties, liabilities (other than
those liabilities arising prior to the appointment of such successor) and
obligations under this Agreement.

                  Except as expressly provided herein, neither Servicer shall
assign or transfer any of its rights, benefits or privileges hereunder to any
other Person, or delegate to or subcontract with, or authorize or appoint any
other Person to perform any of the duties, covenants or obligations to be
performed by the related Servicer hereunder. The foregoing prohibition on
assignment shall not prohibit either Servicer from designating a Sub-Servicer as
payee of any indemnification amount payable to the related Servicer hereunder;
provided, however, no Sub-Servicer shall be a third-party beneficiary hereunder
and the parties hereto shall not be required to recognize any Sub-Servicer as an
indemnitee under this Agreement.

                  SECTION 6.05. Delegation of Duties.

                  In the ordinary course of business, each Servicer at any time
may delegate any of its duties hereunder to any Person, including any of its
Affiliates, who agrees to conduct such duties in accordance with standards
comparable to those set forth in Section 3.01. Such delegation shall not relieve
either Servicer of its liabilities and responsibilities with respect to such
duties and shall not constitute a resignation within the meaning of Section
6.04. Except as provided in Section 3.02, no such delegation is permitted that
results in the delegee subservicing any Mortgage Loans. Each Servicer shall
provide the Trustee with 60 days prior written notice prior to the delegation of
any of its duties to any Person other than any of the Servicer's Affiliates or
their respective successors and assigns.

                  SECTION 6.06. Reserved.



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                  SECTION 6.07. Inspection.

                  Each Servicer, in its capacity as a Servicer, shall afford the
Trustee, upon reasonable notice, during normal business hours, access to all
records maintained by the related Servicer in respect of its rights and
obligations hereunder and access to officers of the related Servicer responsible
for such obligations.




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                                   ARTICLE VII

                                     DEFAULT

                  SECTION 7.01. Servicer Events of Termination.

                  (a) With respect to each Servicer, individually, if any one of
          the following events ("Servicer Events of Termination") shall occur
          and be continuing:

                  (i) (A) The failure by the Servicer to make any Advance; or
          (B) any other failure by the Servicer to deposit in the Collection
          Account or the Distribution Account any deposit required to be made
          under the terms of this Agreement which continues unremedied for a
          period of one Business Day after the date upon which written notice of
          such failure shall have been given to the Servicer by the Trustee or
          to the Servicer and the Trustee by any Holders of a Regular
          Certificate evidencing at least 25% of the Voting Rights; or

                  (ii) The failure by the Servicer to make any required
          Servicing Advance which failure continues unremedied for a period of
          30 days, or the failure by the Servicer duly to observe or perform, in
          any material respect, any other covenants, obligations or agreements
          of the Servicer as set forth in this Agreement, which failure
          continues unremedied for a period of 30 days (or if such failure or
          breach cannot be remedied within 30 days, then such remedy shall have
          been commenced within 30 days and diligently pursued thereafter;
          provided, however, that in no event shall such failure or breach be
          allowed to exist for a period of greater than 90 days), after the date
          (A) on which written notice of such failure, requiring the same to be
          remedied, shall have been given to the Servicer by the Trustee or to
          the Trustee by any Holders of a Regular Certificate evidencing at
          least 25% of the Voting Rights or (B) of actual knowledge of such
          failure by a Servicing Officer of the Servicer; or

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

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


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          reorganization statute, make an assignment for the benefit of its
          creditors or voluntarily suspend payment of its obligations;

                  (b) then, and in each and every such case, so long as a
Servicer Event of Termination shall not have been remedied within the applicable
grace period, (x) with respect solely to clause (i)(A) above, if such Advance is
not made by 11:00 A.M., New York time, on the Business Day immediately following
the Servicer Remittance Date (provided the Trustee shall give the related
Servicer, and the related Servicer shall have received, notice of such failure
to advance by 5:00 P.M. New York time on the Servicer Remittance Date), the
Trustee shall terminate all of the rights and obligations of the related
Servicer under this Agreement, to the extent permitted by law, and in and to the
related Mortgage Loans and the proceeds thereof and the Trustee, or a successor
servicer appointed in accordance with Section 7.02, shall immediately make such
Advance and assume, pursuant to Section 7.02, the duties of a successor Servicer
and (y) in the case of (i)(B), (ii), (iii) and (iv) above, the Trustee shall, at
the direction of the Holders of each Class of Regular Certificates evidencing
Percentage Interests aggregating not less than 51%, by notice then given in
writing to the related Servicer (and to the Trustee if given by Holders of
Certificates), terminate all of the rights and obligations of the related
Servicer as Servicer under this Agreement. Any such notice to the related
Servicer shall also be given to each Rating Agency, the Depositor and the other
Servicer. Subject to Section 7.02 hereof, on or after the receipt by the related
Servicer (and by the Trustee if such notice is given by the Holders) of such
written notice, all authority and power of such Servicer under this Agreement,
whether with respect to the Certificates or the related Mortgage Loans or
otherwise, shall pass to and be vested in the Trustee pursuant to and under this
Section; and, without limitation, and the Trustee is hereby authorized and
empowered to execute and deliver, on behalf of such Servicer, as
attorney-in-fact or otherwise, any and all documents and other instruments, and
to do or accomplish all other acts or things necessary or appropriate to effect
the purposes of such notice of termination, whether to complete the transfer and
endorsement of each Mortgage Loan and related documents or otherwise. Each
Servicer agrees to cooperate with the Trustee (or the applicable successor
Servicer) in effecting the termination of the responsibilities and rights of the
related Servicer hereunder, including, without limitation, the delivery to the
Trustee of all documents and records requested by it to enable it to assume such
Servicer's functions under this Agreement within ten Business Days subsequent to
such notice, the transfer within one Business Day subsequent to such notice to
the Trustee (or the applicable successor Servicer) for the administration by it
of all cash amounts that shall at the time be held by the related Servicer and
to be deposited by it in the Collection Account, the Distribution Account, any
REO Account or any Escrow Account or that have been deposited by the related
Servicer in such accounts or thereafter received by the related Servicer with
respect to the Mortgage Loans or any REO Property received by the related
Servicer. All reasonable costs and expenses (including attorneys' fees) incurred
in connection with transferring the Mortgage Files to the successor Servicer and
amending this Agreement to reflect such succession as a Servicer pursuant to
this Section shall be paid by the predecessor Servicer (or if the predecessor
Servicer is the Trustee, the Servicer immediately prior to the Trustee) upon
presentation of reasonable documentation of such costs and expenses and to the
extent not paid by the related Servicer, by the Trust.

                  Notwithstanding the termination of a Servicer hereunder, such
Servicer shall be entitled to reimbursement of all unpaid Servicing Fees and all
unreimbursed Advances and Servicing Advances in the manner and at the times set
forth herein.


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                  SECTION 7.02. Trustee to Act; Appointment of Successor.

                  (a) Within 90 days of the time either Servicer (and the
Trustee, if notice is sent by the Holders) receives a notice of termination
pursuant to Section 7.01 or 6.04, the Trustee (or such other successor Servicer
as is approved in accordance with this Agreement) shall be the successor in all
respects to such Servicer in its capacity as a Servicer under this Agreement and
the transactions set forth or provided for herein and shall be subject to all
the responsibilities, duties and liabilities relating thereto placed on such
Servicer by the terms and provisions hereof arising on and after its succession.
Notwithstanding the foregoing, the parties hereto agree that the Trustee, in its
capacity as a successor Servicer, immediately will assume all of the obligations
of the related Servicer to make advances. Notwithstanding the foregoing, the
Trustee, in its capacity as a successor Servicer, shall not be responsible for
the lack of information and/or documents that it cannot obtain through
reasonable efforts. As compensation therefor, the Trustee (or such other
successor Servicer) shall be entitled to such compensation as the related
Servicer would have been entitled to hereunder if no such notice of termination
had been given. Notwithstanding the above, (i) if the Trustee is unwilling to
act as a successor Servicer or (ii) if the Trustee is legally unable so to act,
the Trustee shall appoint or petition a court of competent jurisdiction to
appoint, any established housing and home finance institution, bank or other
mortgage loan or home equity loan servicer having a net worth of not less than
$50,000,000 as the successor to the related Servicer hereunder in the assumption
of all or any part of the responsibilities, duties or liabilities of the related
Servicer hereunder; provided, that the appointment of any such successor
Servicer will not result in the qualification, reduction or withdrawal of the
ratings assigned to the Certificates by the Rating Agencies as evidenced by a
letter to such effect from the Rating Agencies. Pending appointment of a
successor to the related Servicer hereunder, the Trustee shall act in such
capacity as hereinabove provided. In connection with such appointment and
assumption, the successor shall be entitled to receive compensation out of
payments on the related Mortgage Loans in an amount equal to the compensation
which the related Servicer would otherwise have received pursuant to Section
3.18 (or such other compensation as the Trustee and such successor shall agree,
not to exceed the Servicing Fee). The appointment of a successor Servicer shall
not affect any liability of the predecessor Servicer which may have arisen under
this Agreement prior to its termination as a Servicer to pay any deductible
under an insurance policy pursuant to Section 3.14 or to reimburse the Trustee
pursuant to Section 3.06), nor shall any successor Servicer be liable for any
acts or omissions of the predecessor Servicer or for any breach by such Servicer
of any of its representations or warranties contained herein or in any related
document or agreement. The Trustee and such successor shall take such action,
consistent with this Agreement, as shall be necessary to effectuate any such
succession. All Servicing Transfer Costs shall be paid by the predecessor
Servicer upon presentation of reasonable documentation of such costs, and if
such predecessor Servicer defaults in its obligation to pay such costs, such
costs shall be paid by the successor Servicer or the Trustee (in which case the
successor Servicer or the Trustee, as applicable, shall be entitled to
reimbursement therefor from the assets of the Trust).

                  (b) Any successor to either Servicer, including the Trustee,
shall during the term of its service as servicer continue to service and
administer the Mortgage Loans for the benefit of Certificateholders, and
maintain in force a policy or policies of insurance covering errors and
omissions in the performance of its obligations as a Servicer hereunder and a
fidelity bond in respect of its officers, employees and agents to the same
extent as the related Servicer is so required pursuant to Section 3.14.


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                  (c) In connection with the termination or resignation of
either Servicer hereunder, either (i) the successor servicer, including the
Trustee if the Trustee is acting as a successor Servicer, shall represent and
warrant that it is a member of MERS in good standing and shall agree to comply
in all material respects with the rules and procedures of MERS in connection
with the servicing of the related Mortgage Loans that are registered with MERS,
in which case the predecessor Servicer shall cooperate with the successor
Servicer in causing MERS to revise its records to reflect the transfer of
servicing to the successor Servicer as necessary under MERS' rules and
regulations, or (ii) the predecessor Servicer shall cooperate with the successor
Servicer in causing MERS to execute and deliver an Assignment in recordable form
to transfer the Mortgage from MERS to the Trustee and to execute and deliver
such other notices, documents and other instruments as may be necessary or
desirable to effect a transfer of such Mortgage Loan or servicing of such
Mortgage Loan on the MERS(R) System to the successor Servicer. The predecessor
Servicer (or, if the Trustee is the predecessor Servicer, the related initial
Servicer) shall file or cause to be filed any such Assignment in the appropriate
recording office. The predecessor Servicer shall bear any and all fees of MERS,
costs of preparing any Assignments, and fees and costs of filing any Assignments
that may be required under this Section 7.02(c).

                  SECTION 7.03. Waiver of Defaults.

                  The Majority Certificateholders may, on behalf of all
Certificateholders, waive any events permitting removal of either Servicer as a
Servicer pursuant to this Article VII, provided, however, that the Majority
Certificateholders may not waive a default in making a required distribution on
a Certificate without the consent of the Holder of such Certificate. Upon any
waiver of a past default, such default shall cease to exist and any Servicer
Event of Termination 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 thereto except to the extent
expressly so waived. Notice of any such waiver shall be given by the Trustee to
the Rating Agencies.

                  SECTION 7.04. Notification to Certificateholders.

                  (a) Upon any termination or appointment of a successor to
either Servicer pursuant to this Article VII or Section 6.04, the Trustee shall
give prompt written notice thereof to the Certificateholders at their respective
addresses appearing in the Certificate Register and each Rating Agency.

                  (b) No later than 60 days after the occurrence of any event
which constitutes or which, with notice or a lapse of time or both, would
constitute a Servicer Event of Termination for five Business Days after a
Responsible Officer of the Trustee becomes aware of the occurrence of such an
event, the Trustee shall transmit by mail to all Certificateholders notice of
such occurrence unless such default or Servicer Event of Termination shall have
been waived or cured.



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                  SECTION 7.05. Survivability of Servicer Liabilities.

                  Notwithstanding anything herein to the contrary, upon
termination of either Servicer hereunder, any liabilities of the related
Servicer which accrued prior to such termination shall survive such termination.




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                                  ARTICLE VIII

                                   THE TRUSTEE

                  SECTION 8.01. Duties of Trustee.

                  The Trustee, prior to the occurrence of a Servicer Event of
Termination and after the curing of all Servicer Events of Termination which may
have occurred, undertakes to perform such duties and only such duties as are
specifically set forth in this Agreement. If a Servicer Event of Termination has
occurred (which has not been cured) of which a Responsible Officer has
knowledge, the Trustee shall exercise such of the rights and powers vested in it
by this Agreement, and use the same degree of care and skill in their exercise,
as a prudent man would exercise or use under the circumstances in the conduct of
his own affairs.

                  The Trustee, upon receipt of all resolutions, certificates,
statements, opinions, reports, documents, orders or other instruments furnished
to the Trustee which are specifically required to be furnished pursuant to any
provision of this Agreement, shall examine them to determine whether they
conform to the requirements of this Agreement; provided, however, that the
Trustee will not be responsible for the accuracy or content of any such
resolutions, certificates, statements, opinions, reports, documents or other
instruments. If any such instrument is found not to conform to the requirements
of this Agreement in a material manner the Trustee shall take such action as it
deems appropriate to have the instrument corrected, and if the instrument is not
corrected to the Trustee's satisfaction, the Trustee will provide notice thereof
to the Certificateholders.

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

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

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

                  (iii) the Trustee shall not be personally liable with respect
          to any action taken, suffered or omitted to be taken by it in good
          faith in accordance with the direction of the Majority
          Certificateholders relating to the time, method and place of
          conducting any


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          proceeding for any remedy available to the Trustee, or exercising or
          omitting to exercise any trust or power conferred upon the Trustee,
          under this Agreement; and

                  (iv) the Trustee shall not be charged with knowledge of any
          failure by either Servicer to comply with the obligations of the
          related Servicer referred to in clauses (i) and (ii) of Section
          7.01(a) or of the existence of any Servicer Termination Event unless a
          Responsible Officer of the Trustee at the Corporate Trust Office
          obtains actual knowledge of such failure or the Trustee receives
          written notice of such failure from the Depositor, either Servicer or
          the Majority Certificateholders.

                  The Trustee shall not be required to expend or risk its own
funds or otherwise incur financial liability 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 either Servicer under this Agreement, except during such
time, if any, as the Trustee shall be the successor to, and be vested with the
rights, duties, powers and privileges of, the related Servicer in accordance
with the terms of this Agreement.

                  SECTION 8.02. Certain Matters Affecting the Trustee.

                  (a) Except as otherwise provided in Section 8.01:

                  (i) the Trustee may request and rely upon, and shall be
          protected in acting or refraining from acting upon, any resolution,
          Officers' Certificate, certificate of auditors or any other
          certificate, statement, instrument, opinion, report, notice, request,
          consent, order, appraisal, bond or other paper or document reasonably
          believed by it to be genuine and to have been signed or presented by
          the proper party or parties, and the manner of obtaining consents and
          of evidencing the authorization of the execution thereof by
          Certificateholders shall be subject to such reasonable regulations as
          the Trustee may prescribe;

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

                  (iii) the Trustee shall be under no obligation to exercise any
          of the rights or powers vested in it by 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 against the costs, expenses and
          liabilities which may be incurred therein or thereby; the right of the
          Trustee to perform any discretionary act enumerated in this Agreement
          shall not be construed as a duty, and the Trustee shall not be
          answerable for other than its negligence or willful misconduct in the
          performance of any such act;



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

                  (v) prior to the occurrence of a Servicer Event of Termination
          and after the curing of all Servicer Events of Termination which may
          have occurred, the Trustee shall not be bound to make any
          investigation into the facts or matters stated in any resolution,
          certificate, statement, instrument, opinion, report, notice, request,
          consent, order, approval, bond or other paper or documents, unless
          requested in writing to do so by the Majority Certificateholder;
          provided, however, that if the payment within a reasonable time to the
          Trustee of the costs, expenses or liabilities likely to be incurred by
          it in the making of such investigation is, in the opinion of the
          Trustee, not reasonably assured to the Trustee by the security
          afforded to it by the terms of this Agreement, the Trustee may require
          reasonable indemnity against such cost, expense or liability as a
          condition to such proceeding. Nothing in this clause (v) shall
          derogate from the obligation of the related Servicer to observe any
          applicable law prohibiting disclosure of information regarding the
          Mortgagors;

                  (vi) the Trustee shall not be accountable, shall have no
          liability and makes no representation as to any acts or omissions
          hereunder of either Servicer until such time as the Trustee may be
          required to act as a Servicer pursuant to Section 7.02 and thereupon
          only for the acts or omissions of the Trustee as a successor Servicer;

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

                  (viii) the right of the Trustee to perform any discretionary
          act enumerated in this Agreement shall not be construed as a duty, and
          the Trustee shall not be answerable for other than its negligence or
          willful misconduct in the performance of such act;

                  (ix) the Trustee shall not be personally liable for any loss
          resulting from the investment of funds held in the Collection Account
          made at the direction of the related Servicer pursuant to Section
          3.12.

                  In order to comply with its duties under the U.S. Patriot Act,
the Trustee shall obtain and verify certain information and documentation from
the owners of each of the accounts established by it pursuant to this Agreement,
including, but not limited to, each account owner's name, address and other
identifying information.

                  SECTION 8.03. Trustee Not Liable for Certificates or Mortgage
                                Loans.

                  The recitals contained herein and in the Certificates (other
than the authentication of the Trustee on the Certificates) shall be taken as
the statements of the Depositor, and the Trustee assumes no responsibility for
the correctness of the same. The Trustee makes no representations as to the
validity or sufficiency of this Agreement or of the Certificates (other than the
signature and authentication of the Trustee on the Certificates) or of any
Mortgage Loan or related document or of MERS or the MERS(R) System. The Trustee
shall not be accountable for the use or application by


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either Servicer, or for the use or application of any funds paid to the related
Servicer in respect of the Mortgage Loans or deposited in or withdrawn from the
related Collection Account by the related Servicer. The Trustee shall at no 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
or its ability to generate the payments to be distributed to Certificateholders
under this Agreement, including, without limitation: the existence, condition
and ownership of any Mortgaged Property; the existence and enforceability of any
hazard insurance thereon (other than if the Trustee shall assume the duties of a
Servicer pursuant to Section 7.02); the validity of the assignment of any
Mortgage Loan to the Trustee or of any intervening assignment; the completeness
of any Mortgage Loan; the performance or enforcement of any Mortgage Loan (other
than if the Trustee shall assume the duties of either Servicer pursuant to
Section 7.02); the compliance by the Depositor, the Originator, the Seller or
the Servicers with any warranty or representation made under this Agreement or
in any related document or the accuracy of any such warranty or representation
prior to the Trustee's receipt of notice or other discovery of any non-
compliance therewith or any breach thereof; any investment of monies by or at
the direction of either Servicer or any loss resulting therefrom, it being
understood that the Trustee shall remain responsible for any Trust property that
it may hold in its individual capacity; the acts or omissions of either of the
Servicers (other than if the Trustee shall assume the duties of a Servicer
pursuant to Section 7.02), any Sub-Servicer or any Mortgagor; any action of
either Servicer (other than if the Trustee shall assume the duties of a Servicer
pursuant to Section 7.02), or any Sub-Servicer taken in the name of the Trustee;
the failure of a Servicer or any Sub-Servicer to act or perform any duties
required of it as agent of the Trustee hereunder; or any action by the Trustee
taken at the instruction of either Servicer (other than if the Trustee shall
assume the duties of a Servicer pursuant to Section 7.02); provided, however,
that the foregoing shall not relieve the Trustee of its obligation to perform
its duties under this Agreement, including, without limitation, the Trustee's
duty to review the Mortgage Files pursuant to Section 2.01. The Trustee shall
have no responsibility for filing any financing or continuation statement in any
public office at any time or to otherwise perfect or maintain the perfection of
any security interest or lien granted to it hereunder (unless the Trustee shall
have become a successor Servicer).

                  SECTION 8.04. Trustee May Own Certificates.

                  The Trustee in its individual or any other capacity may become
the owner or pledgee of Certificates with the same rights as it would have if it
were not Trustee and may transact any banking and trust business with the
Originator, either Servicer, the Depositor or their Affiliates.

                  SECTION 8.05. Trustee Fee and Expenses.

                  (a) The Trustee shall withdraw from the Distribution Account
on each Distribution Date and pay to itself the Trustee Fee prior to making any
distributions to Certificateholders. The Trustee, or any director, officer,
employee or agent of the Trustee, shall be indemnified by the Trust Fund and
held harmless against any loss, liability or expense (not including expenses and
disbursements incurred or made by the Trustee, including the compensation and
the expenses and disbursements of its agents and counsel, in the ordinary course
of the Trustee's performance in accordance with the provisions of this
Agreement) incurred by the Trustee arising


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out of or in connection with the acceptance or administration of its obligations
and duties under this Agreement, other than any loss, liability or expense (i)
resulting from a breach of either Servicer's obligations and duties under this
Agreement for which the Trustee is indemnified under Section 8.05(b) or (ii) any
loss, liability or expense incurred by reason of willful misfeasance, bad faith
or negligence of the Trustee in the performance of its duties hereunder or by
reason of the Trustee's reckless disregard of obligations and duties hereunder
or as a result of a breach of the Trustee's obligations under Article X hereof.
Any amounts payable to the Trustee, or any director, officer, employee or agent
of the Trustee, in respect of the indemnification provided by this Section
8.05(a), or pursuant to any other right of reimbursement from the Trust Fund
that the Trustee, or any director, officer, employee or agent of the Trustee,
may have hereunder in its capacity as such, may be withdrawn by the Trustee from
the Distribution Account at any time. The foregoing indemnity shall survive the
resignation or removal of the Trustee.

                  (b) Each Servicer agrees to indemnify the Trustee or any
director, officer, employee or agent of the Trustee from, and hold it harmless
against, any loss, liability or expense resulting from a breach of the related
Servicer's obligations and duties under this Agreement. Such indemnity shall
survive the termination or discharge of this Agreement and the resignation or
removal of the Trustee and the related Servicer for actions prior to such
resignation or removal. Any payment hereunder made by either Servicer to the
Trustee shall be from the related Servicer's own funds, without reimbursement
from the Trust Fund therefor.

                  SECTION 8.06. Eligibility Requirements for Trustee.

                  The Trustee hereunder shall at all times be an entity duly
organized and validly existing under the laws of the United States of America or
any state thereof, authorized under such laws to exercise corporate trust
powers, having a combined capital and surplus of at least $50,000,000 and
subject to supervision or examination by federal or state authority. If such
entity publishes reports of condition at least annually, pursuant to law or to
the requirements of the aforesaid supervising or examining authority, then for
the purposes of this Section 8.06, the combined capital and surplus of such
entity shall be deemed to be its combined capital and surplus as set forth in
its most recent report of condition so published. The principal office of the
Trustee (other than the initial Trustee) shall be in a state with respect to
which an Opinion of Counsel has been delivered to such Trustee at the time such
Trustee is appointed Trustee to the effect that the Trust will not be a taxable
entity under the laws of such state. In case at any time the Trustee shall cease
to be eligible in accordance with the provisions of this Section 8.06, the
Trustee shall resign immediately in the manner and with the effect specified in
Section 8.07.

                  SECTION 8.07. Resignation or Removal of Trustee.

                  The Trustee may at any time resign and be discharged from the
trusts hereby created by giving written notice thereof to the Depositor, the
Servicers and each Rating Agency. Upon receiving such notice of resignation, the
Depositor shall promptly appoint a successor Trustee by written instrument, in
duplicate, one copy of which instrument shall be delivered to the resigning
Trustee and one copy to the successor Trustee. If no successor Trustee shall
have been so appointed and having accepted appointment within 30 days after the
giving of such notice of resignation, the


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resigning Trustee may petition any court of competent jurisdiction for the
appointment of a successor Trustee.

                  If at any time the Trustee shall cease to be eligible in
accordance with the provisions of Section 8.06 and shall fail to resign after
written request therefor by the Depositor or if at any time the Trustee shall be
legally unable to act, or shall be adjudged a 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, then the
Depositor or the Servicers may remove the Trustee. If the Depositor or the
Servicers removes the Trustee under the authority of the immediately preceding
sentence, the Depositor shall promptly appoint a successor Trustee by written
instrument, in duplicate, one copy of which instrument shall be delivered to the
Trustee so removed and one copy to the successor trustee.

                  The Majority Certificateholders may at any time remove the
Trustee by written instrument or instruments delivered to the Servicers, the
Depositor and the Trustee; the Depositor shall thereupon use its best efforts to
appoint a successor trustee in accordance with this Section.

                  Any resignation or removal of the Trustee and appointment of a
successor Trustee pursuant to any of the provisions of this Section 8.07 shall
not become effective until acceptance of appointment by the successor Trustee as
provided in Section 8.08.

                  SECTION 8.08. Successor Trustee.

                  Any successor Trustee appointed as provided in Section 8.07
shall execute, acknowledge and deliver to the Depositor, the Servicers 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 like effect as if originally
named as Trustee. The Depositor, the Servicers and the predecessor Trustee shall
execute and deliver such instruments and do such other things as may reasonably
be required for fully and certainly vesting and confirming in the successor
Trustee all such rights, powers, duties and obligations.

                  No successor Trustee shall accept appointment as provided in
this Section 8.08 unless at the time of such acceptance such successor Trustee
shall be eligible under the provisions of Section 8.06 and the appointment of
such successor Trustee shall not result in a downgrading of the Regular
Certificates by either Rating Agency, as evidenced by a letter from each Rating
Agency.

                  Upon acceptance of appointment by a successor Trustee as
provided in this Section 8.08, the successor Trustee shall mail notice of the
appointment of a successor Trustee hereunder to all Holders of Certificates at
their addresses as shown in the Certificate Register and to each Rating Agency.



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                  SECTION 8.09. Merger or Consolidation of Trustee.

                  Any entity into which the Trustee may be merged or converted
or with which it may be consolidated, or any entity resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any entity
succeeding to the business of the Trustee, shall be the successor of the Trustee
hereunder, provided such entity shall be eligible under the provisions of
Section 8.06 and 8.08, without the execution or filing of any paper or any
further act on the part of any of the parties hereto, anything herein to the
contrary notwithstanding.

                  SECTION 8.10. Appointment of Co-Trustee or Separate Trustee.

                  Notwithstanding any other provisions of this Agreement, at any
time, for the purpose of meeting any legal requirements of any jurisdiction in
which any part of the Trust or any Mortgaged Property may at the time be
located, the Servicer and the Trustee acting jointly shall have the power and
shall execute and deliver all instruments to appoint one or more Persons
approved by the Trustee 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, and to vest in such Person or Persons, in such capacity and for the
benefit of the Certificateholders, such title to the Trust, or any part thereof,
and, subject to the other provisions of this Section 8.10, such powers, duties,
obligations, rights and trusts as the Servicers and the Trustee may consider
necessary or desirable. Any such co-trustee or separate trustee shall be subject
to the written approval of the Servicers. If the Servicers shall not have joined
in such appointment within 15 days after the receipt by it of a request so to
do, or in the case a Servicer Event of Termination shall have occurred and be
continuing, the Trustee alone shall have the power to make such appointment. No
co-trustee or separate trustee hereunder shall be required to meet the terms of
eligibility as a successor trustee under Section 8.06, and no notice to
Certificateholders of the appointment of any co-trustee or separate trustee
shall be required under Section 8.08. The related Servicer shall be responsible
for the fees of any co-trustee or separate trustee appointed hereunder.

                  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 shall be conferred or imposed upon and
          exercised or performed by the Trustee and such separate trustee or
          co-trustee jointly (it being understood that such separate trustee or
          co-trustee is not authorized to act separately without the Trustee
          joining in such act), except to the extent that under any law of any
          jurisdiction in which any particular act or acts are to be performed
          (whether as Trustee hereunder or as successor to the related 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 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



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                  (iii) the Servicers and the Trustee, acting jointly, may at
          any time accept the resignation of or remove any separate trustee or
          co-trustee except that following the occurrence of a Servicer Event of
          Termination, the Trustee acting alone may accept the resignation or
          remove any separate trustee or co-trustee.

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

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

                  SECTION 8.11. Limitation of Liability.

                  The Certificates are executed by the Trustee, not in its
individual capacity but solely as Trustee of the Trust, in the exercise of the
powers and authority conferred and vested in it by the Trust Agreement. Each of
the undertakings and agreements made on the part of the Trustee in the
Certificates is made and intended not as a personal undertaking or agreement by
the Trustee but is made and intended for the purpose of binding only the Trust.

                  SECTION 8.12. Trustee May Enforce Claims Without Possession of
                                Certificates.

                  (a) All rights of action and claims under this Agreement or
the Certificates may be prosecuted and enforced by the Trustee without the
possession of any of the Certificates or the production thereof in any
proceeding relating thereto, and such proceeding instituted by the Trustee shall
be brought in its own name or in its capacity as Trustee for the benefit of all
Holders of such Certificates, subject to the provisions of this Agreement. Any
recovery of judgment shall, after provision for the payment of the reasonable
compensation, expenses, disbursement and advances of the Trustee, its agents and
counsel, be for the ratable benefit of the Certificateholders in respect of
which such judgment has been recovered.

                  (b) The Trustee shall afford the Seller, the Depositor, the
Servicers and each Certificateholder upon reasonable prior notice during normal
business hours, access to all records maintained by the Trustee in respect of
its duties hereunder and access to officers of the Trustee responsible for
performing such duties. Upon request, the Trustee shall furnish the Depositor,
the


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Servicers and any requesting Certificateholder with its most recent financial
statements. The Trustee shall cooperate fully with the Seller, the Servicers,
the Depositor and such Certificateholder and shall make available to the Seller,
the Servicers, the Depositor and such Certificateholder for review and copying
such books, documents or records as may be requested with respect to the
Trustee's duties hereunder. The Seller, the Depositor, the Servicers and the
Certificateholders shall not have any responsibility or liability for any action
or failure to act by the Trustee and are not obligated to supervise the
performance of the Trustee under this Agreement or otherwise.

                  SECTION 8.13. Suits for Enforcement.

                  In case a Servicer Event of Termination or other default by a
Servicer or the Depositor hereunder shall occur and be continuing, the Trustee,
shall, at the direction of the Majority Certificateholders, or may, proceed to
protect and enforce its rights and the rights of the Certificateholders under
this Agreement by a suit, action or proceeding in equity or at law or otherwise,
whether for the specific performance of any covenant or agreement contained in
this Agreement or in aid of the execution of any power granted in this Agreement
or for the enforcement of any other legal, equitable or other remedy, as the
Trustee, being advised by counsel, and subject to the foregoing, shall deem most
effectual to protect and enforce any of the rights of the Trustee and the
Certificateholders.

                  SECTION 8.14. Waiver of Bond Requirement.

                  The Trustee shall be relieved of, and each Certificateholder
hereby waives, any requirement of any jurisdiction in which the Trust, or any
part thereof, may be located that the Trustee post a bond or other surety with
any court, agency or body whatsoever.

                  SECTION 8.15. Waiver of Inventory, Accounting and Appraisal
                                Requirement.

                  The Trustee shall be relieved of, and each Certificateholder
hereby waives, any requirement of any jurisdiction in which the Trust, or any
part thereof, may be located that the Trustee file any inventory, accounting or
appraisal of the Trust with any court, agency or body at any time or in any
manner whatsoever.




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                                   ARTICLE IX

                              REMIC ADMINISTRATION

                  SECTION 9.01. REMIC Administration.

                  (a) REMIC elections as set forth in the Preliminary Statement
shall be made by the Trustee on Form 1066 or other appropriate federal tax or
information return for the taxable year ending on the last day of the calendar
year in which the Certificates are issued. The regular interests and residual
interest in each REMIC shall be as designated in the Preliminary Statement.

                  (b) The Closing Date is hereby designated as the "Startup Day"
of each REMIC within the meaning of section 860G(a)(9) of the Code.

                  (c) The Trustee shall pay any and all expenses relating to any
tax audit of any REMIC (including, but not limited to, any professional fees or
any administrative or judicial proceedings with respect to any REMIC that
involve the Internal Revenue Service or state tax authorities), including the
expense of obtaining any tax related Opinion of Counsel. The Trustee shall be
entitled to reimbursement of expenses incurred pursuant to this Section 9.01(c)
to the extent provided in Section 8.05.

                  (d) The Trustee shall prepare, sign and file, all of the
REMICs' federal and state tax and information returns (including Form 8811) as
the direct representative each REMIC created hereunder. The expenses of
preparing and filing such returns shall be borne by the Trustee.

                  (e) The Holder of the Class R Certificate at any time holding
the largest Percentage Interest thereof shall be the "tax matters person" as
defined in the REMIC Provisions (the related "Tax Matters Person") with respect
to REMIC 1 and REMIC 2 and shall act as Tax Matters Person for each such REMIC.
The Holder of the Class R-X Certificate at any time holding the largest
Percentage Interest thereof shall be the "tax matters person" as defined in the
REMIC Provisions (the related "Tax Matters Person") with respect to REMIC 3 and
REMIC 4 and shall act as Tax Matters Person for each such REMIC. The Trustee, as
agent for the Tax Matters Person, shall perform on behalf of each REMIC all
reporting and other tax compliance duties that are the responsibility of such
REMIC under the Code, the REMIC Provisions, or other compliance guidance issued
by the Internal Revenue Service or any state or local taxing authority. Among
its other duties, if required by the Code, the REMIC Provisions, or other such
guidance, the Trustee, as agent for the Tax Matters Person, shall provide (i) to
the Treasury or other governmental authority such information as is necessary
for the application of any tax relating to the transfer of a Residual
Certificate to any disqualified person or organization and (ii) to the
Certificateholders such information or reports as are required by the Code or
REMIC Provisions. The Trustee, as agent for the Tax Matters Person, shall
represent each REMIC 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, enter into
settlement agreements with any government taxing agency, extend any statute of
limitations relating to any item of any REMIC and otherwise act on behalf of any
REMIC in relation to any tax matter involving the Trust.



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                  (f) The Trustee, the Servicers and the Holders of Certificates
shall take any action or cause any REMIC to take any action necessary to create
or maintain the status of each REMIC as a REMIC under the REMIC Provisions and
shall assist each other as necessary to create or maintain such status. None of
the Trustee, the Servicers or the Holder of any Residual Certificate shall take
any action, cause any REMIC created hereunder to take any action or fail to take
(or fail to cause to be taken) any action that, under the REMIC Provisions, if
taken or not taken, as the case may be, could (i) endanger the status of such
REMIC as a REMIC or (ii) result in the imposition of a tax upon such REMIC
(including but not limited to the tax on prohibited transactions as defined in
Code Section 860F(a)(2) and the tax on prohibited contributions set forth on
Section 860G(d) of the Code) (either such event, an "Adverse REMIC Event")
unless the Trustee and the Servicers have received an Opinion of Counsel (at the
expense of the party seeking to take such action) to the effect that the
contemplated action will not endanger such status or result in the imposition of
such a tax. In addition, prior to taking any action with respect to any REMIC
created hereunder or the assets therein, or causing such REMIC to take any
action, which is not expressly permitted under the terms of this Agreement, any
Holder of a Residual Certificate will consult with the Trustee and the
Servicers, or their respective designees, in writing, with respect to whether
such action could cause an Adverse REMIC Event to occur with respect to any
REMIC, and no such Person shall take any such action or cause any REMIC to take
any such action as to which the Trustee or the Servicers has advised it in
writing that an Adverse REMIC Event could occur.

                  (g) Each Holder of a Residual Certificate shall pay when due
any and all taxes imposed on each REMIC created hereunder by federal or state
governmental authorities. To the extent that such Trust taxes are not paid by a
Residual Certificateholder, the Trustee shall pay any remaining REMIC taxes out
of current or future amounts otherwise distributable to the Holder of the
Residual Certificate in the REMICs or, if no such amounts are available, out of
other amounts held in the Distribution Account, and shall reduce amounts
otherwise payable to Holders of regular interests in the related REMIC. Subject
to the foregoing, in the event that a REMIC incurs a state or local tax,
including franchise taxes, as a result of a determination that such REMIC is
domiciled in the State of California for state tax purposes by virtue of the
location of either Servicer, the related Servicer agrees to pay on behalf of
such REMIC when due, any and all state and local taxes imposed as a result of
such a determination, in the event that the Holder of the related Residual
Certificate fails to pay such taxes, if any, when imposed.

                  (h) The Trustee, as agent for the Tax Matters Person, shall,
for federal income tax purposes, maintain books and records with respect to each
REMIC created hereunder on a calendar year and on an accrual basis.

                  (i) No additional contributions of assets shall be made to any
REMIC created hereunder, except as expressly provided in this Agreement with
respect to eligible substitute mortgage loans.

                  (j) Neither the Trustee nor the Servicers shall enter into any
arrangement by which any REMIC created hereunder will receive a fee or other
compensation for services.

                  (k) [Reserved].



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                  (l) The Trustee will apply for an Employee Identification
Number from the Internal Revenue Service via a Form SS-4 or other acceptable
method for all tax entities and shall complete the Form 8811.

                  SECTION 9.02. Prohibited Transactions and Activities.

                  None of the Depositor, the Servicers or the Trustee shall
sell, dispose of, or substitute for any of the Mortgage Loans, except in a
disposition pursuant to (i) the foreclosure of a Mortgage Loan, (ii) the
bankruptcy of the Trust Fund, (iii) the termination of any REMIC created
hereunder pursuant to Article X of this Agreement, (iv) a substitution pursuant
to Article II of this Agreement or (v) a repurchase of Mortgage Loans pursuant
to Article II of this Agreement, nor acquire any assets for any REMIC, nor sell
or dispose of any investments in the Distribution Account for gain, nor accept
any contributions to either REMIC after the Closing Date, unless it has received
an Opinion of Counsel (at the expense of the party causing such sale,
disposition, or substitution) that such disposition, acquisition, substitution,
or acceptance will not (a) affect adversely the status of any REMIC created
hereunder as a REMIC or of the interests therein other than the Residual
Certificates as the regular interests therein, (b) affect the distribution of
interest or principal on the Certificates, (c) result in the encumbrance of the
assets transferred or assigned to the Trust Fund (except pursuant to the
provisions of this Agreement) or (d) cause any REMIC created hereunder to be
subject to a tax on prohibited transactions or prohibited contributions pursuant
to the REMIC Provisions.

                  SECTION 9.03. Indemnification with Respect to Certain Taxes
                                and Loss of REMIC Status.

                  (a) In the event that any REMIC fails to qualify as a REMIC,
loses its status as a REMIC, or incurs federal, state or local taxes as a result
of a prohibited transaction or prohibited contribution under the REMIC
Provisions due to the negligent performance by either Servicer of its duties and
obligations set forth herein, the related Servicer shall indemnify the Trustee
and the Trust Fund against any and all losses, claims, damages, liabilities or
expenses ("Losses") resulting from such negligence; provided, however, that the
related Servicer shall not be liable for any such Losses attributable to the
action or inaction of the Trustee, the Depositor, another Servicer or the Holder
of such Residual Certificate, as applicable, nor for any such Losses resulting
from misinformation provided by the Holder of such Residual Certificate on which
the related Servicer has relied. The foregoing shall not be deemed to limit or
restrict the rights and remedies of the Holder of such Residual Certificate now
or hereafter existing at law or in equity. Notwithstanding the foregoing,
however, in no event shall the related Servicer have any liability (1) for any
action or omission that is taken in accordance with and in compliance with the
express terms of, or which is expressly permitted by the terms of, this
Agreement, (2) for any Losses other than arising out of a negligent performance
by the related Servicer of its duties and obligations set forth herein, and (3)
for any special or consequential damages to Certificateholders (in addition to
payment of principal and interest on the Certificates).

                  (b) In the event that any REMIC fails to qualify as a REMIC,
loses its status as a REMIC, or incurs federal, state or local taxes as a result
of a prohibited transaction or prohibited contribution under the REMIC
Provisions due to the negligent performance by the Trustee of its


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duties and obligations set forth herein, the Trustee shall indemnify the
Servicers and the Trust Fund against any and all Losses resulting from such
negligence; provided, however, that the Trustee shall not be liable for any such
Losses attributable to the action or inaction of either Servicer, the Depositor
or the Holder of such Residual Certificate, as applicable, nor for any such
Losses resulting from misinformation provided by the Holder of such Residual
Certificate on which the Trustee has relied. The foregoing shall not be deemed
to limit or restrict the rights and remedies of the Holder of such Residual
Certificate now or hereafter existing at law or in equity. Notwithstanding the
foregoing, however, in no event shall the Trustee have any liability (1) for any
action or omission that is taken in accordance with and in compliance with the
express terms of, or which is expressly permitted by the terms of, this
Agreement, (2) for any Losses other than arising out of a negligent performance
by the Trustee of its duties and obligations set forth herein, and (3) for any
special or consequential damages to Certificateholders (in addition to payment
of principal and interest on the Certificates).




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                                    ARTICLE X

                                   TERMINATION

                  SECTION 10.01. Termination.

                  (a) The respective obligations and responsibilities of the
Servicers, the Depositor and the Trustee created hereby (other than the
obligation of the Trustee to make certain payments to Certificateholders after
the final Distribution Date and the obligation of the Servicers to send certain
notices as hereinafter set forth) shall terminate upon notice to the Trustee
upon the earliest of (i) the Distribution Date on which the Certificate
Principal Balances of the Regular Certificates have been reduced to zero, (ii)
the final payment or other liquidation of the last Mortgage Loan in the Trust,
(iii) the optional purchase by the Terminator of the Mortgage Loans as described
below, (iv) the Distribution Date in July 2034 and (v) direction by the Holders
of each Class of Regular Certificates evidencing Percentage Interests
aggregating not less than 100%, with the consent of the Servicers.
Notwithstanding the foregoing, in no event shall the trust created hereby
continue beyond the expiration of 21 years from the death of the last survivor
of the descendants of Joseph P. Kennedy, the late ambassador of the United
States to the Court of St. James's, living on the date hereof.

                  The majority Holder of the Class C Certificates (unless such
Holder is the Seller, Greenwich Capital Markets, Inc. or an Affiliate of either
of them), or if such Holders fail to exercise such option or if any such Holder
constituting such majority is the Seller, Greenwich Capital Markets, Inc. or an
Affiliate of either of them, either Servicer individually, or both Servicers
acting together (with the written consent of the Depositor or an Affiliate
thereof, such consent not to be unreasonably withheld) (either such majority
Holder or the related Servicer or Servicers, as applicable, the "Terminator"),
may, at its option, terminate this Agreement on any date on which the aggregate
of the Stated Principal Balances of the Mortgage Loans (after giving effect to
scheduled payments of principal due during the related Due Period, to the extent
received or advanced, and unscheduled collections of principal received during
the related Prepayment Period) on such date is equal to or less than 10% of the
aggregate Stated Principal Balances of the Original Mortgage Loans on the
Cut-off Date, by purchasing, on the next succeeding Distribution Date, all of
the outstanding Mortgage Loans and REO Properties at a price equal to the
greater of (i) the Stated Principal Balance of the Mortgage Loans (after giving
effect to scheduled payments of principal due during the related Due Period, to
the extent received or advanced, and unscheduled collections of principal
received during the related Prepayment Period) and the appraised value of the
REO Properties, such appraisal to be conducted by an Independent appraiser
mutually agreed upon by the Terminator and the Trustee in their reasonable
discretion and (ii) fair market value of the Mortgage Loans and REO Properties
(as determined by the Terminator and, to the extent that the Class A
Certificates, a Class of Mezzanine Certificates or Class B Certificates will not
receive all amounts owed to it as a result of the termination, the Trustee, at
the expense of the Terminator who shall cover out-of-pocket expenses to be
incurred in connection therewith, as of the close of business on the third
Business Day next preceding the date upon which notice of any such termination
is furnished to the related Certificateholders pursuant to Section 10.01(c)), in
each case plus accrued and unpaid interest thereon at the weighted average of
the Mortgage Rates through the end of the Due Period preceding the final
Distribution Date, unreimbursed Servicing Advances, Advances, any


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unpaid Servicing Fees allocable to such Mortgage Loans and REO Properties and
any accrued and unpaid Net WAC Rate Carryover Amount (the "Termination Price");
provided, however, such option may only be exercised if the Termination Price is
sufficient to result in the payment of all interest accrued on, as well as
amounts necessary to retire the principal balance of, each class of notes issued
pursuant to an indenture, secured, at least in part, by the Class C
Certificates, the Class P Certificates and/or the Class R Certificates. If the
determination of the fair market value of the Mortgage Loans and REO Properties
shall be required to be made by a Servicer, if it is the Terminator, the
majority Holder of the Class C Certificates and the Trustee as provided above,
such determination shall be based on an appraisal of the value of the Mortgage
Loans and REO Properties conducted by an independent appraiser mutually agreed
upon by the Servicer, if it is the Terminator, the majority Holder of the Class
C Certificates and the Trustee in their reasonable discretion, and (A) such
appraisal shall be obtained at no expense to the Trustee and (B) the Trustee may
conclusively rely on, and shall be protected in relying on, such appraisal.

                  In connection with any such purchase pursuant to the preceding
paragraph, the Terminator shall deposit in the Distribution Account all amounts
then on deposit in the Collection Accounts, which deposit shall be deemed to
have occurred immediately preceding such purchase.

                  Any such purchase shall be accomplished by deposit into the
Distribution Account on the Determination Date before such Distribution Date of
the Termination Price.

                  (b) Notice of any termination, specifying the Distribution
Date (which shall be a date that would otherwise be a Distribution Date) upon
which the Certificateholders may surrender their Certificates to the Trustee for
payment of the final distribution and cancellation, shall be given promptly by
the Trustee upon the Trustee receiving notice of such date from the Terminator,
by letter to the Certificateholders mailed not earlier than the 15th day and not
later than the 25th day of the month next preceding the month of such final
distribution specifying (1) the Distribution Date upon which final distribution
of the Certificates will be made upon presentation and surrender of such
Certificates at the office or agency of the Trustee therein designated, (2) the
amount of any such final distribution and (3) 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 or agency
of the Trustee therein specified. If either Servicer individually elects to
terminate the Trust Fund pursuant to clause (a) of Section 10.01, such Servicer
shall notify the other Servicer of such election at least 30 days prior to the
date of the notice of termination given by the Trustee pursuant to this Section
10.01(b) and the other Servicer shall have 5 days to elect to purchase the
Mortgage Loans it services. If either Servicer or both of the Servicers so elect
to terminate, at least 20 days prior to the date the notice of termination is to
be mailed to the affected Certificateholders, such Servicer or Servicers shall
notify the Depositor and the Trustee of the date such Servicer or Servicers
intend to terminate the Trust Fund and of the applicable Termination Price.

                  (c) Upon presentation and surrender of the Certificates, the
Trustee shall cause to be distributed to the Holders of the Certificates on the
Distribution Date for such final distribution, in proportion to the Percentage
Interests of their respective Class and to the extent that funds are available
for such purpose, an amount equal to the amount required to be distributed to
such Holders in accordance with the provisions of Section 4.01 for such
Distribution Date. By acceptance of the Residual Certificates, the Holders of
the Residual Certificates agree, in connection with any


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termination hereunder, to assign and transfer any amounts in excess of the par
value of the Mortgage Loans, and to the extent received in respect of such
termination, to pay any such amounts to the Holders of the Class C Certificates.

                  (d) In the event that all Certificateholders shall not
surrender their Certificates for final payment and cancellation on or before
such final Distribution Date, the Trustee shall promptly following such date
cause all funds in the Distribution Account not distributed in final
distribution to Certificateholders to be withdrawn therefrom and credited to the
remaining Certificateholders by depositing such funds in a separate Escrow
Account for the benefit of such Certificateholders, and the related Servicer (if
either Servicer has exercised its right to purchase the Mortgage Loans) or the
Trustee (in any other case) shall give a second written notice to the remaining
Certificateholders, to surrender their Certificates for cancellation and receive
the final distribution with respect thereto. If within nine months after the
second notice all the Certificates shall not have been surrendered for
cancellation, the Residual Certificateholders shall be entitled to all unclaimed
funds and other assets which remain subject hereto, and the Trustee upon
transfer of such funds shall be discharged of any responsibility for such funds,
and the Certificateholders shall look to the Residual Certificateholders for
payment.

                  SECTION 10.02. Additional Termination Requirements.

                  (a) In the event that the Terminator exercises its purchase
          option as provided in Section 10.01, each REMIC shall be terminated in
          accordance with the following additional requirements, unless the
          Trustee shall have been furnished with an Opinion of Counsel to the
          effect that the failure of the Trust to comply with the requirements
          of this Section will not (i) result in the imposition of taxes on
          "prohibited transactions" of the Trust as defined in Section 860F of
          the Code or (ii) cause any REMIC constituting part of the Trust Fund
          to fail to qualify as a REMIC at any time that any Certificates are
          outstanding:

                  (i) Within 90 days prior to the final Distribution Date, the
          Terminator shall adopt and the Trustee shall sign a plan of complete
          liquidation of each REMIC created hereunder meeting the requirements
          of a "Qualified Liquidation" under Section 860F of the Code and any
          regulations thereunder; and

                  (ii) At or after the time of adoption of such a plan of
          complete liquidation and at or prior to the final Distribution Date,
          the Trustee shall sell all of the assets of the Trust Fund to the
          Terminator for cash pursuant to the terms of the plan of complete
          liquidation.

                  (b) By their acceptance of Certificates, the Holders thereof
          hereby agree to appoint the Trustee as their attorney in fact to: (i)
          adopt such a plan of complete liquidation (and the Certificateholders
          hereby appoint the Trustee as their attorney in fact to sign such
          plan) as appropriate and (ii) to take such other action in connection
          therewith as may be reasonably required to carry out such plan of
          complete liquidation all in accordance with the terms hereof.



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                                   ARTICLE XI

                            MISCELLANEOUS PROVISIONS

                  SECTION 11.01. Amendment.

                  This Agreement may be amended from time to time by the
Depositor, the Servicers and the Trustee; and without the consent of the
Certificateholders (i) to cure any ambiguity, (ii) to correct or supplement any
provisions herein which may be defective or inconsistent with any other
provisions herein (iii) to amend the provisions of Section 3.22(b) or (iv) to
make any other provisions with respect to matters or questions arising under
this Agreement which shall not be inconsistent with the provisions of this
Agreement; provided that such action shall not as evidenced by either (a) an
Opinion of Counsel delivered to the Trustee or (b) written notice to the
Depositor, the Servicers and the Trustee from the Rating Agencies that such
action will not result in the reduction or withdrawal of the rating of any
outstanding Class of Certificates with respect to which it is a Rating Agency,
adversely affect in any material respect the interests of any Certificateholder.
No amendment shall be deemed to adversely affect in any material respect the
interests of any Certificateholder who shall have consented thereto, and no
Opinion of Counsel or Rating Agency confirmation shall be required to address
the effect of any such amendment on any such consenting Certificateholder.
Notwithstanding the foregoing, neither an Opinion of Counsel nor written notice
to the Depositor, the Servicers and the Trustee from the Rating Agencies will be
required in connection with an amendment to the provisions of Section 3.22(b).

                  In addition, this Agreement may be amended from time to time
by the Depositor, the Servicers and the Trustee with the consent of the Majority
Certificateholders for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of this Agreement or of
modifying in any manner the rights of the Holders of Certificates; provided,
however, that no such amendment or waiver shall (x) reduce in any manner the
amount of, or delay the timing of, payments on the Certificates or distributions
which are required to be made on any Certificate without the consent of the
Holder of such Certificate, (y) adversely affect in any material respect the
interests of the Holders of any Class of Certificates (as evidenced by either
(i) an Opinion of Counsel delivered to the Trustee or (ii) written notice to the
Depositor, the Servicers and the Trustee from the Rating Agencies that such
action will not result in the reduction or withdrawal of the rating of any
outstanding Class of Certificates with respect to which it is a Rating Agency)
in a manner other than as described in clause (x) above, without the consent of
the Holders of Certificates of such Class evidencing at least a 66% Percentage
Interest in such Class, or (z) reduce the percentage of Voting Rights required
by clause (y) above without the consent of the Holders of all Certificates of
such Class then outstanding. Upon approval of an amendment, a copy of such
amendment shall be sent to the Rating Agencies.

                  Notwithstanding any provision of this Agreement to the
contrary, the Trustee shall not consent to any amendment to this Agreement
unless it shall have first received an Opinion of Counsel, delivered by (and at
the expense of) the Person seeking such Amendment, to the effect that such
amendment will not result in the imposition of a tax on any REMIC created
hereunder constituting part of the Trust Fund pursuant to the REMIC Provisions
or cause any REMIC created


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hereunder constituting part of the Trust to fail to qualify as a REMIC at any
time that any Certificates are outstanding and that the amendment is being made
in accordance with the terms hereof.

                  Promptly after the execution of any such amendment the Trustee
shall furnish, at the expense of the Person that requested the amendment if such
Person is a Servicer (but in no event at the expense of the Trustee), otherwise
at the expense of the Trust, a copy of such amendment and the Opinion of Counsel
referred to in the immediately preceding paragraph to the Servicers and each
Rating Agency.

                  It shall not be necessary for the consent of
Certificateholders under this Section 11.01 to approve the particular form of
any proposed amendment; instead 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.

                  The Trustee may, but shall not be obligated to, enter into any
amendment pursuant to this Section 11.01 that affects its rights, duties and
immunities under this Agreement or otherwise.

                  SECTION 11.02. Recordation of Agreement; Counterparts.

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

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

                  SECTION 11.03. Limitation on Rights of Certificateholders.

                  The death or incapacity of any Certificateholder shall not (i)
operate to terminate this Agreement or the Trust, (ii) entitle such
Certificateholder's legal representatives or heirs to claim an accounting or to
take any action or proceeding in any court for a partition or winding up of the
Trust, or (iii) otherwise affect the rights, obligations and liabilities of the
parties hereto or any of them.

                  Except as expressly provided for herein, no Certificateholder
shall have any right to vote or in any manner otherwise control the operation
and management of the Trust, 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


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members of an association; nor shall any Certificateholder be under any
liability to any third person by reason of any action taken by the parties to
this Agreement pursuant to any provision hereof.

                  No Certificateholder shall have any right by virtue of any
provision of this Agreement to institute any suit, action or proceeding in
equity or at law upon or under or with respect to this Agreement, unless such
Holder previously shall have given to the Trustee a written notice of default
and of the continuance thereof, as hereinbefore provided, and unless also the
Holders of Certificates entitled to at least 25% of the Voting Rights shall have
made written request upon the Trustee to institute such action, suit or
proceeding in its own name as Trustee hereunder and shall have offered to the
Trustee such reasonable indemnity as it may require against the costs, expenses
and liabilities to be incurred therein or thereby, and the Trustee for 15 days
after its receipt of such notice, request and offer of indemnity, shall have
neglected or refused to institute any such action, suit or proceeding. It is
understood and intended, and expressly covenanted by each Certificateholder with
every other Certificateholder and the Trustee, that no one or more Holders of
Certificates shall have any right in any manner whatever by virtue of any
provision of this Agreement to affect, disturb or prejudice the rights of the
Holders of any other of such Certificates, or to obtain or seek to obtain
priority over or preference to any other such Holder, which priority or
preference is not otherwise provided for herein, or to enforce any right under
this Agreement, except in the manner herein provided and for the equal, ratable
and common benefit of all Certificateholders. For the protection and enforcement
of the provisions of this Section 11.03 each and every Certificateholder and the
Trustee shall be entitled to such relief as can be given either at law or in
equity.

                  SECTION 11.04. Governing Law; Jurisdiction.

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

                  SECTION 11.05. Notices.

                  All directions, demands and notices hereunder shall be in
writing and shall be deemed to have been duly given if personally delivered at
or mailed by first class mail, postage prepaid, by facsimile or by express
delivery service, to (a) in the case of Saxon Mortgage Services, Inc., 4708
Mercantile Drive North, Fort Worth, TX 76137-3605, Attention: General Counsel,
or such other address or telecopy number as may hereafter be furnished to the
Depositor and the Trustee in writing by Saxon Mortgage Services, Inc., (b) in
the case of HomEq Servicing Corporation, 4837 Watt Avenue, North Highlands,
California 95660-5101, Attention: Portfolio Management, Facsimile No. (919)
339-6995 with a copy to HomEq Servicing Corporation, 1620 East Roseville
Parkway, Suite 210, 2nd Floor, Roseville, California 95661, Attention: Legal
Department, Facsimile No. (919) 339- 6995, or such other address or telecopy
number as may hereafter be furnished to the Depositor and the Trustee in writing
by HomEq Servicing Corporation, (c) in the case of the Trustee, Deutsche Bank
National Trust Company, 1761 East St. Andrew Place, Santa Ana, California
92705-4934, Attention: GC04S2 (telecopy number: (714) 247-6329), or such other
address or telecopy number as may hereafter be furnished to the Depositor and
the Servicers in writing by the Trustee, and (d) in the case of the Depositor,
Financial Asset Securities Corp., 600 Steamboat Road, Greenwich, Connecticut
06830, Attention: Legal, or such other address as may be furnished to the
Servicers and


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the Trustee in writing by the Depositor. Any notice required or permitted to be
mailed to a Certificateholder shall be given by first class mail, postage
prepaid, at the address of such Holder as shown in the Certificate Register.
Notice of any Servicer Event of Termination shall be given by telecopy and by
certified mail. Any notice so mailed within the time prescribed in this
Agreement shall be conclusively presumed to have duly been given when mailed,
whether or not the Certificateholder receives such notice. A copy of any notice
required to be telecopied hereunder shall also be mailed to the appropriate
party in the manner set forth above.

                  SECTION 11.06. Severability of Provisions.

                  If any one or more of the covenants, agreements, provisions or
terms of this Agreement shall for any reason whatsoever be 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. Article and Section References.

                  All article and section references used in this Agreement,
unless otherwise provided, are to articles and sections in this Agreement.

                  SECTION 11.08. Notice to the Rating Agencies.

                  (a) The Trustee shall be obligated to use its best reasonable
          efforts promptly to provide notice to the Rating Agencies with respect
          to each of the following of which a Responsible Officer of the Trustee
          has actual knowledge:

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

                  (ii) the occurrence of any Servicer Event of Termination that
          has not been cured or waived;

                  (iii) the resignation or termination of a Servicer or the
          Trustee;

                  (iv) the final payment to Holders of the Certificates of any
          Class;

                  (v) any change in the location of any Account; and

                  (vi) if the Trustee is acting as a successor Servicer pursuant
          to Section 7.02 hereof, any event that would result in the inability
          of the Trustee to make Advances.

                  (b) In addition, the Trustee shall promptly make available to
          each Rating Agency copies of each Statement to Certificateholders
          described in Sections 4.03 and 3.19 hereof and each Servicer shall
          promptly furnish to each Rating Agency copies of the following:

                  (i) each annual statement as to compliance described in
          Section 3.20 hereof;


                                       148

<PAGE>



                  (ii) each annual independent public accountants' servicing
          report described in Section 3.21 hereof; and

                  (iii) each notice delivered pursuant to Section 7.01(a) hereof
          which relates to the fact that a Servicer has not made an Advance.

                  Any such notice pursuant to this Section 11.08 shall be in
writing and shall be deemed to have been duly given if personally delivered or
mailed by first class mail, postage prepaid, or by express delivery service to
(i) Moody's Investors Service, Inc., 99 Church Street, New York, New York 10007,
(ii) Standard & Poor's, a division of The McGraw-Hill Companies, Inc., 55 Water
Street, 41st Floor, New York, NY 10041, Attention: Residential Mortgage
Surveillance Group and (iii) Fitch Ratings, One State Street Plaza, New York,
New York 10004.

                  SECTION 11.09. Further Assurances.

                  Notwithstanding any other provision of this Agreement, neither
the Regular Certificateholders nor the Trustee shall have any obligation to
consent to any amendment or modification of this Agreement unless they have been
provided reasonable security or indemnity against their out-of-pocket expenses
(including reasonable attorneys' fees) to be incurred in connection therewith.

                  SECTION 11.10. Benefits of Agreement.

                  Nothing in this Agreement or in the Certificates, expressed or
implied, shall give to any Person, other than the Certificateholders and the
parties hereto and their successors hereunder, any benefit or any legal or
equitable right, remedy or claim under this Agreement.

                  SECTION 11.11 Acts of Certificateholders.

                  (a) Any request, demand, authorization, direction, notice,
consent, waiver or other action provided by this Agreement to be given or taken
by the Certificateholders may be embodied in and evidenced by one or more
instruments of substantially similar tenor signed by such Certificateholders in
person or by agent duly appointed in writing, and such action shall become
effective when such instrument or instruments are delivered to the Trustee and
the Servicers. Such instrument or instruments (and the action embodied therein
and evidenced thereby) are herein sometimes referred to as the "act" of the
Certificateholders signing such instrument or instruments. Proof of execution of
any such instrument or of a writing appointing any such agent shall be
sufficient for any purpose of this Agreement and conclusive in favor of the
Trustee and the Trust, if made in the manner provided in this Section 11.11.

                  (b) The fact and date of the execution by any Person of any
such instrument or writing may be proved by the affidavit of a witness of such
execution or by the certificate of a notary public or other officer authorized
by law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to him the execution thereof. Whenever
such execution is by a signer acting in a capacity other than his or her
individual capacity, such certificate or affidavit shall also constitute
sufficient proof of his authority.


                                       149

<PAGE>



                  (c) Any request, demand, authorization, direction, notice,
consent, waiver or other action by any Certificateholder shall bind every future
Holder of such Certificate and the Holder of every Certificate issued upon the
registration of transfer thereof or in exchange therefor or in lieu thereof, in
respect of anything done, omitted or suffered to be done by the Trustee or the
Trust in reliance thereon, whether or not notation of such action is made upon
such Certificate.




                                       150

<PAGE>



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

                                           FINANCIAL ASSET SECURITIES CORP.,
                                           as Depositor


                                           By: /s/ Frank Skibo
                                               -----------------------------
                                           Name:   Frank Skibo
                                           Title:  Senior Vice President


                                           HOMEQ SERVICING CORPORATION, as a
                                           Servicer


                                           By: /s/ Arthur Lyon
                                               -----------------------------
                                           Name:   Arthur Lyon
                                           Title:  President


                                           SAXON MORTGAGE SERVICES, INC., as a
                                           Servicer


                                           By: /s/ David Dill
                                               -----------------------------
                                           Name:   David Dill
                                           Title:  President



                                           DEUTSCHE BANK NATIONAL TRUST
                                           COMPANY, as Trustee


                                           By: /s/ Eiko Akiyama
                                               -----------------------------
                                           Name:   Eiko Akiyama
                                           Title:  Associate

                                           By: /s/ Barbara Campbell
                                               -----------------------------
                                           Name:   Barbara Campbell
                                           Title:  Assistant Vice President



<PAGE>



STATE OF CONNECTICUT )
                     ) ss.:
COUNTY OF FAIRFIELD  )

                  On the 5th day of August, 2004 before me, a notary public in
and for said State, personally appeared Frank Skibo known to me to be Senior
Vice President of Financial Asset Securities Corp., a Delaware corporation that
executed the within instrument, and also known to me to be the person who
executed it on behalf of said 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.

                                                      /s/ Kimberly J. Donnelly
                                                      ------------------------
                                                      Notary Public





<PAGE>






STATE OF CALIFORNIA  )
                     ) ss.:
COUNTY OF SACRAMENTO )

                  On the 5th day of August, 2004 before me, a notary public in
and for said State, personally appeared Arthur Lyon known to me to be a
President of Saxon Mortgage Services, Inc., a corporation that executed the
within instrument, and also known to me to be the person who executed it on
behalf of said 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.

                                                         /s/ Joan Bermudez
                                                         -----------------
                                                         Notary Public


<PAGE>






STATE OF TEXAS    )
                  ) ss.:
COUNTY OF TARRANT )

                  On the 4th day of August, 2004 before me, a notary public in
and for said State, personally appeared David Dill known to me to be a President
of HomEq Servicing Corporation, a corporation that executed the within
instrument, and also known to me to be the person who executed it on behalf of
said 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.

                                                         /s/ Regina Alexander
                                                         --------------------
                                                         Notary Public


<PAGE>






STATE OF CALIFORNIA )
                    ) ss.:
COUNTY OF ORANGE    )

                  On the 4th day of August, 2004 before me, a notary public in
and for said State, personally appeared Eiko Akiyama, known to me to be an
Associate of Deutsche Bank National Trust Company, a corporation that executed
the within instrument, and also known to me to be the person who executed it on
behalf of said association, and acknowledged to me that such corporation
executed the within instrument.

                  On the 4th day of August, 2004 before me, a notary public in
and for said State, personally appeared Barbara Campbell, known to me to be an
Assistant Vice President of Deutsche Bank National Trust Company, a corporation
that executed the within instrument, and also known to me to be the person who
executed it on behalf of said association, 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.


                                                   /s/ Amy Lynn Stoddard
                                                   ---------------------
                                                   Notary Public

<PAGE>

                                   EXHIBIT A-1

                         FORM OF CLASS A-1 CERTIFICATES

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUSTEE OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

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, AS AMENDED (THE "CODE").


Certificate No.                                 :     1

Cut-off Date                                    :     August 1, 2004

First Distribution Date                         :     September 27, 2004

Initial Certificate Principal Balance
of this Certificate ("Denomination")            :     $185,144,000.00

Original Class Certificate
Principal Balance of this Class                 :     $185,144,000.00

Percentage Interest                             :     100.00%

Pass-Through Rate                               :     Variable

CUSIP                                           :     83611M AX 6

Class                                           :     A-1

Assumed Maturity Date                           :     July  25, 2034




                                      A-1-1

<PAGE>



                        Soundview Home Loan Trust 2004-1
                           Asset-Backed Certificates,
                                  Series 2004-1
                                    Class A-1

         evidencing the Percentage Interest in the distributions allocable to
         the Certificates of the above-referenced Class with respect to the
         Trust consisting of first lien and second lien adjustable-rate and
         fixed-rate mortgage loans (the "Mortgage Loans")

                 FINANCIAL ASSET SECURITIES CORP., as Depositor

         Principal in respect of this Certificate is distributable monthly as
set forth herein. Accordingly, the Certificate Principal Balance of this Class
A-1 Certificate at any time may be less than the Initial Certificate Principal
Balance set forth on the face hereof, as described herein. This Class A-1
Certificate does not evidence an obligation of, or an interest in, and is not
guaranteed by the Depositor, the Seller, the Servicers, or the Trustee referred
to below or any of their respective affiliates.

         This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Class A-1 Certificate (obtained by
dividing the Denomination of this Class A-1 Certificate by the Original Class
Certificate Principal Balance) in certain monthly distributions with respect to
a Trust consisting primarily of the Mortgage Loans deposited by Financial Asset
Securities Corp. (the "Depositor"). The Trust was created pursuant to a Pooling
and Servicing Agreement dated as of August 1, 2004 (the "Agreement") among the
Depositor, HomEq Servicing Coporation and Saxon Mortgage Services, Inc., as
Servicers (the "Servicers"), and Deutsche Bank National Trust Company, a
national banking association, as trustee (the "Trustee"). To the extent not
defined herein, the capitalized terms used herein have the meanings assigned in
the Agreement. This Certificate issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Class A-1 Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.

         Reference is hereby made to the further provisions of this Class A-1
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.

         This Class A-1 Certificate shall not be entitled to any benefit under
the Agreement or be valid for any purpose unless manually countersigned by an
authorized signatory of the Trustee.




                                      A-1-2

<PAGE>



         IN WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this
Certificate to be duly executed.

Dated: August__, 2004

                                    SOUNDVIEW HOME LOAN TRUST 2004-1

                                    DEUTSCHE BANK NATIONAL TRUST COMPANY,
                                    not in its individual capacity, but solely
                                    as Trustee


                                    By:_________________________________


This one of the Certificates referenced
in the within-mentioned Agreement


By:__________________________________________
         Authorized Signatory of
         Deutsche Bank National Trust Company,
         as Trustee





<PAGE>



                       [Reverse of Class A-1 Certificate]

                        Soundview Home Loan Trust 2004-1
                           Asset-Backed Certificates,
                                  Series 2004-1

         This Certificate is one of a duly authorized issue of Certificates
designated as Soundview Home Loan Trust 2004-1, Asset-Backed Certificates,
Series 2004-1 (herein collectively called the "Certificates"), and representing
a beneficial ownership interest in the Trust created by the Agreement.

         The Certificateholder, by its acceptance of this Certificate, agrees
that it will look solely to the funds on deposit in the Distribution Account 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 thereby, and the rights,
duties and immunities of the Trustee.

         Pursuant to the terms of the Agreement, a distribution will be made on
the 25th day of each month or, if such 25th day is not a Business Day, then the
Business Day immediately following such Distribution Date (the "Distribution
Date"), commencing on the first Distribution Date specified on the face hereof,
to the Person in whose name this Certificate is registered at the close of
business on the applicable Record Date in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount required to be
distributed to Holders of Certificates of the Class to which this Certificate
belongs on such Distribution Date pursuant to the Agreement.

         Distributions on this Certificate shall be made by check or money order
mailed to the address of the person entitled thereto as it appears on the
Certificate Register or by wire transfer or otherwise, as set forth in the
Agreement. The final distribution on each Certificate will be made in like
manner, but only upon presentment and surrender of such Certificate at the
office of the Trustee or the Trustee's Agent specified in the notice to
Certificateholders of such final distribution.

         The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Trustee and the rights of the Certificateholders under the Agreement at any time
by the Depositor, the Seller, the Servicers and the Trustee and of Holders of
the requisite percentage of the Percentage Interests of each Class of
Certificates affected by such amendment, as specified in the Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange therefor 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 in the Certificate
Register of the Certificate Registrar or offices of the Trustee's Agent upon
surrender of this Certificate for registration of transfer at the office of the
Trustee or the Trustee's Agent as provided in the Agreement accompanied by a
written instrument of transfer in form satisfactory to the Trustee and the
Certificate Registrar duly executed by the holder hereof or such holder's
attorney duly authorized in writing, and thereupon one or more new Certificates
of the same Class in


                                      A-1-4

<PAGE>



authorized denominations and evidencing the same aggregate Percentage Interest
in the Trust will be issued to the designated transferee or transferees.

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

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

         The Depositor, the Servicers and the Trustee and any agent of the
Depositor, the Servicers or the Trustee 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, the Servicers or any such agent shall be affected by any
notice to the contrary.

         On any Distribution Date following the date at which the remaining
aggregate Stated Principal Balance of the Mortgage Loans is less than 10% of the
aggregate Stated Principal Balance of the Original Mortgage Loans as of the
Cut-off Date, the Terminator may purchase, in whole, from the Trust the Mortgage
Loans at a purchase price determined as provided in the Agreement. In the event
that no such optional termination occurs, the obligations and responsibilities
created by the Agreement will terminate upon notice to the Trustee upon the
earliest of (i) the Distribution Date on which the Certificate Principal
Balances of the Regular Certificates have been reduced to zero, (ii) the final
payment or other liquidation of the last Mortgage Loan in the Trust, (iii) the
Distribution Date in July 2034 and (iv) direction by the Holders of each Class
of Regular Certificates evidencing Percentage Interests aggregating not less
than 100%, with the consent of the Servicers.

         Capitalized terms used herein that are defined in the Agreement shall
have the meanings ascribed to them in the Agreement, and nothing herein shall be
deemed inconsistent with that meaning.




                                      A-1-5

<PAGE>



                                   ASSIGNMENT

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

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

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

Dated:_________________

                                         _____________________________________
                                         Signature by or on behalf of assignor




                                      A-1-6

<PAGE>



                            DISTRIBUTION INSTRUCTIONS

         The assignee should include the following for purposes of distribution:

         Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to_________________________________________________
_______________________________________________________________________________
for the account of_____________________________________________________________
account number___________________, or, if mailed by check, to__________________
_______________________________________________________________________________
Applicable statements should be mailed to______________________________________
_______________________________________________________________________________

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



                                      A-1-7

<PAGE>



                                   EXHIBITA-2

                         FORM OF CLASS A-2 CERTIFICATES

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUSTEE OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

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, AS AMENDED (THE "CODE").


Certificate No.                                 :     1

Cut-off Date                                    :     August 1, 2004

First Distribution Date                         :     September 27, 2004

Initial Certificate Principal Balance
of this Certificate ("Denomination")            :     $57,700,000.00

Original Class Certificate
Principal Balance of this Class                 :     $57,700,000.00

Percentage Interest                             :     100.00%

Pass-Through Rate                               :     Variable

CUSIP                                           :     83611M AY 4

Class                                           :     A-2

Assumed Maturity Date                           :     July 25, 2034




                                      A-2-1

<PAGE>



                        Soundview Home Loan Trust 2004-1
                           Asset-Backed Certificates,
                                  Series 2004-1
                                    Class A-2

         evidencing the Percentage Interest in the distributions allocable to
         the Certificates of the above-referenced Class with respect to the
         Trust consisting of first lien and second lien adjustable-rate and
         fixed-rate mortgage loans (the "Mortgage Loans")

                 FINANCIAL ASSET SECURITIES CORP., as Depositor

         Principal in respect of this Certificate is distributable monthly as
set forth herein. Accordingly, the Certificate Principal Balance of this Class
A-2 Certificate at any time may be less than the Initial Certificate Principal
Balance set forth on the face hereof, as described herein. This Class A-2
Certificate does not evidence an obligation of, or an interest in, and is not
guaranteed by the Depositor, the Seller, the Servicers, or the Trustee referred
to below or any of their respective affiliates.

         This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Class A-2 Certificate (obtained by
dividing the Denomination of this Class A-2 Certificate by the Original Class
Certificate Principal Balance) in certain monthly distributions with respect to
a Trust consisting primarily of the Mortgage Loans deposited by Financial Asset
Securities Corp. (the "Depositor"). The Trust was created pursuant to a Pooling
and Servicing Agreement dated as of August 1, 2004 (the "Agreement") among the
Depositor, HomEq Servicing Corporation and Saxon Mortgage Services, Inc., as
Servicers (the "Servicers"), and Deutsche Bank National Trust Company, a
national banking association, as trustee (the "Trustee"). To the extent not
defined herein, the capitalized terms used herein have the meanings assigned in
the Agreement. This Certificate issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Class A-2 Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.

         Reference is hereby made to the further provisions of this Class A-2
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.

         This Class A-2 Certificate shall not be entitled to any benefit under
the Agreement or be valid for any purpose unless manually countersigned by an
authorized signatory of the Trustee.




                                      A-2-2

<PAGE>



         IN WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this
Certificate to be duly executed.

Dated: August__, 2004

                                    SOUNDVIEW HOME LOAN TRUST 20004-1

                                    DEUTSCHE BANK NATIONAL TRUST COMPANY,
                                    not in its individual capacity, but solely
                                    as Trustee


                                    By:_________________________________


This one of the Certificates referenced
in the within-mentioned Agreement


By:__________________________________________
         Authorized Signatory of
         Deutsche Bank National Trust Company,
         as Trustee





<PAGE>



                       [Reverse of Class A-2 Certificate]

                        SOUNDVIEW HOME LOAN TRUST 2004-1
                           Asset-Backed Certificates,
                                  Series 2004-1

         This Certificate is one of a duly authorized issue of Certificates
designated as Soundview Home Loan Trust 2004-1, Asset-Backed Certificates,
Series 2004-1 (herein collectively called the "Certificates"), and representing
a beneficial ownership interest in the Trust created by the Agreement.

         The Certificateholder, by its acceptance of this Certificate, agrees
that it will look solely to the funds on deposit in the Distribution Account 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 thereby, and the rights,
duties and immunities of the Trustee.

         Pursuant to the terms of the Agreement, a distribution will be made on
the 25th day of each month or, if such 25th day is not a Business Day, then the
Business Day immediately following such Distribution Date (the "Distribution
Date"), commencing on the first Distribution Date specified on the face hereof,
to the Person in whose name this Certificate is registered at the close of
business on the applicable Record Date in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount required to be
distributed to Holders of Certificates of the Class to which this Certificate
belongs on such Distribution Date pursuant to the Agreement.

         Distributions on this Certificate shall be made by check or money order
mailed to the address of the person entitled thereto as it appears on the
Certificate Register or by wire transfer or otherwise, as set forth in the
Agreement. The final distribution on each Certificate will be made in like
manner, but only upon presentment and surrender of such Certificate at the
office of the Trustee or the Trustee's Agent specified in the notice to
Certificateholders of such final distribution.

         The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Trustee and the rights of the Certificateholders under the Agreement at any time
by the Depositor, the Seller, the Servicers and the Trustee and of Holders of
the requisite percentage of the Percentage Interests of each Class of
Certificates affected by such amendment, as specified in the Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange therefor 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 in the Certificate
Register of the Certificate Registrar or offices of the Trustee's Agent upon
surrender of this Certificate for registration of transfer at the office of the
Trustee or the Trustee's Agent as provided in the Agreement accompanied by a
written instrument of transfer in form satisfactory to the Trustee and the
Certificate Registrar duly executed by the holder hereof or such holder's
attorney duly authorized in writing, and thereupon one or more new Certificates
of the same Class in


                                      A-2-4

<PAGE>



authorized denominations and evidencing the same aggregate Percentage Interest
in the Trust will be issued to the designated transferee or transferees.

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

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

         The Depositor, the Servicers and the Trustee and any agent of the
Depositor, the Servicers or the Trustee 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, the Servicers or any such agent shall be affected by any
notice to the contrary.

         On any Distribution Date following the date at which the remaining
aggregate Stated Principal Balance of the Mortgage Loans is less than 10% of the
aggregate Stated Principal Balance of the Original Mortgage Loans as of the
Cut-off Date, the Terminator may purchase, in whole, from the Trust the Mortgage
Loans at a purchase price determined as provided in the Agreement. In the event
that no such optional termination occurs, the obligations and responsibilities
created by the Agreement will terminate upon notice to the Trustee upon the
earliest of (i) the Distribution Date on which the Certificate Principal
Balances of the Regular Certificates have been reduced to zero, (ii) the final
payment or other liquidation of the last Mortgage Loan in the Trust, (iii) the
Distribution Date in July 2034 and (iv) direction by the Holders of each Class
of Regular Certificates evidencing Percentage Interests aggregating not less
than 100%, with the consent of the Servicers.

         Capitalized terms used herein that are defined in the Agreement shall
have the meanings ascribed to them in the Agreement, and nothing herein shall be
deemed inconsistent with that meaning.




                                      A-2-5

<PAGE>



                                   ASSIGNMENT

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

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

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

Dated:_________________

                                         _____________________________________
                                         Signature by or on behalf of assignor




                                      A-2-6

<PAGE>



                            DISTRIBUTION INSTRUCTIONS

         The assignee should include the following for purposes of distribution:

         Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to_________________________________________________
_______________________________________________________________________________
for the account of_____________________________________________________________
account number___________________, or, if mailed by check, to__________________
_______________________________________________________________________________
Applicable statements should be mailed to______________________________________
_______________________________________________________________________________

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




                                      A-2-7

<PAGE>



                                   EXHIBITA-3

                         FORM OF CLASS A-3 CERTIFICATES

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUSTEE OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

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, AS AMENDED (THE "CODE").


Certificate No.                                 :     1

Cut-off Date                                    :     August 1, 2004

First Distribution Date                         :     September 27, 2004

Initial Certificate Principal Balance
of this Certificate ("Denomination")            :     $112,200,000.00

Original Class Certificate
Principal Balance of this Class                 :     $112,200,000.00

Percentage Interest                             :     100.00%

Pass-Through Rate                               :     Variable

CUSIP                                           :     83611M AZ 1

Class                                           :     A-3

Assumed Maturity Date                           :     July 25, 2034




                                      A-3-1

<PAGE>



                        Soundview Home Loan Trust 2004-1
                           Asset-Backed Certificates,
                                  Series 2004-1
                                    Class A-3

         evidencing the Percentage Interest in the distributions allocable to
         the Certificates of the above-referenced Class with respect to the
         Trust consisting of first lien and second lien adjustable-rate and
         fixed-rate mortgage loans (the "Mortgage Loans")

                 FINANCIAL ASSET SECURITIES CORP., as Depositor

         Principal in respect of this Certificate is distributable monthly as
set forth herein. Accordingly, the Certificate Principal Balance of this Class
A-3 Certificate at any time may be less than the Initial Certificate Principal
Balance set forth on the face hereof, as described herein. This Class A-3
Certificate does not evidence an obligation of, or an interest in, and is not
guaranteed by the Depositor, the Seller, the Master Servicers, or the Trustee
referred to below or any of their respective affiliates.

         This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Class A-3 Certificate (obtained by
dividing the Denomination of this Class A-3 Certificate by the Original Class
Certificate Principal Balance) in certain monthly distributions with respect to
a Trust consisting primarily of the Mortgage Loans deposited by Financial Asset
Securities Corp. (the "Depositor"). The Trust was created pursuant to a Pooling
and Servicing Agreement dated as of August 1, 2004 (the "Agreement") among the
Depositor, HomEq Servicing Corporation and Saxon Mortgage Services, Inc., as
Servicers (the "Servicers"), and Deutsche Bank National Trust Company, a
national banking association, as trustee (the "Trustee"). To the extent not
defined herein, the capitalized terms used herein have the meanings assigned in
the Agreement. This Certificate issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Class A-3 Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.

         Reference is hereby made to the further provisions of this Class A-3
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.

         This Class A-3 Certificate shall not be entitled to any benefit under
the Agreement or be valid for any purpose unless manually countersigned by an
authorized signatory of the Trustee.



                                      A-3-2

<PAGE>



         IN WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this
Certificate to be duly executed.

Dated: August __, 2004

                                    SOUNDVIEW HOME LOAN TRUST 2004-1

                                    DEUTSCHE BANK NATIONAL TRUST COMPANY,
                                    not in its individual capacity, but solely
                                    as Trustee


                                    By:_________________________________


This one of the Certificates referenced
in the within-mentioned Agreement


By:__________________________________________
         Authorized Signatory of
         Deutsche Bank National Trust Company,
         as Trustee





<PAGE>



                       [Reverse of Class A-3 Certificate]

                        Soundview Home Loan Trust 2004-1
                           Asset-Backed Certificates,
                                  Series 2004-1

         This Certificate is one of a duly authorized issue of Certificates
designated as Soundview Home Loan Trust 2004-1, Asset-Backed Certificates,
Series 2004-1 (herein collectively called the "Certificates"), and representing
a beneficial ownership interest in the Trust created by the Agreement.

         The Certificateholder, by its acceptance of this Certificate, agrees
that it will look solely to the funds on deposit in the Distribution Account 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 thereby, and the rights,
duties and immunities of the Trustee.

         Pursuant to the terms of the Agreement, a distribution will be made on
the 25th day of each month or, if such 25th day is not a Business Day, then the
Business Day immediately following such Distribution Date (the "Distribution
Date"), commencing on the first Distribution Date specified on the face hereof,
to the Person in whose name this Certificate is registered at the close of
business on the applicable Record Date in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount required to be
distributed to Holders of Certificates of the Class to which this Certificate
belongs on such Distribution Date pursuant to the Agreement.

         Distributions on this Certificate shall be made by check or money order
mailed to the address of the person entitled thereto as it appears on the
Certificate Register or by wire transfer or otherwise, as set forth in the
Agreement. The final distribution on each Certificate will be made in like
manner, but only upon presentment and surrender of such Certificate at the
office of the Trustee or the Trustee's Agent specified in the notice to
Certificateholders of such final distribution.

         The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Trustee and the rights of the Certificateholders under the Agreement at any time
by the Depositor, the Seller, the Servicers and the Trustee and of Holders of
the requisite percentage of the Percentage Interests of each Class of
Certificates affected by such amendment, as specified in the Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange therefor 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 in the Certificate
Register of the Certificate Registrar or offices of the Trustee's Agent upon
surrender of this Certificate for registration of transfer at the office of the
Trustee or the Trustee's Agent as provided in the Agreement accompanied by a
written instrument of transfer in form satisfactory to the Trustee and the
Certificate Registrar duly executed by the holder hereof or such holder's
attorney duly authorized in writing, and thereupon one or more new Certificates
of the same Class in


                                      A-3-4

<PAGE>



authorized denominations and evidencing the same aggregate Percentage Interest
in the Trust will be issued to the designated transferee or transferees.

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

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

         The Depositor, the Servicers and the Trustee and any agent of the
Depositor, the Servicers or the Trustee 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, the Servicers or any such agent shall be affected by any
notice to the contrary.

         On any Distribution Date following the date at which the remaining
aggregate Stated Principal Balance of the Mortgage Loans is less than 10% of the
aggregate Stated Principal Balance of the Original Mortgage Loans as of the
Cut-off Date, the Terminator may purchase, in whole, from the Trust the Mortgage
Loans at a purchase price determined as provided in the Agreement. In the event
that no such optional termination occurs, the obligations and responsibilities
created by the Agreement will terminate upon notice to the Trustee upon the
earliest of (i) the Distribution Date on which the Certificate Principal
Balances of the Regular Certificates have been reduced to zero, (ii) the final
payment or other liquidation of the last Mortgage Loan in the Trust, (iii) the
Distribution Date in July 2034 and (iv) direction by the Holders of each Class
of Regular Certificates evidencing Percentage Interests aggregating not less
than 100%, with the consent of the Servicers.

         Capitalized terms used herein that are defined in the Agreement shall
have the meanings ascribed to them in the Agreement, and nothing herein shall be
deemed inconsistent with that meaning.




                                      A-3-5

<PAGE>



                                   ASSIGNMENT

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

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

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

Dated:_________________

                                         _____________________________________
                                         Signature by or on behalf of assignor




                                      A-3-6

<PAGE>



                            DISTRIBUTION INSTRUCTIONS

         The assignee should include the following for purposes of distribution:

         Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to_________________________________________________
_______________________________________________________________________________
for the account of_____________________________________________________________
account number___________________, or, if mailed by check, to__________________
_______________________________________________________________________________
Applicable statements should be mailed to______________________________________
_______________________________________________________________________________

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




                                      A-3-7

<PAGE>



                                   EXHIBIT A-4

                         FORM OF CLASS A-4 CERTIFICATES

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUSTEE OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

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, AS AMENDED (THE "CODE").


Certificate No.                                 :     1

Cut-off Date                                    :     August 1, 2004

First Distribution Date                         :     September 27, 2004

Initial Certificate Principal Balance
of this Certificate ("Denomination")            :     $15,245,000.00

Original Class Certificate
Principal Balance of this Class                 :     $15,245,000.00

Percentage Interest                             :     100.00%

Pass-Through Rate                               :     Variable

CUSIP                                           :     83611M BA 5

Class                                           :     A-4

Assumed Maturity Date                           :     July 25, 2034




                                      A-4-1

<PAGE>



                        Soundview Home Loan Trust 2004-1
                           Asset-Backed Certificates,
                                  Series 2004-1
                                    Class A-4

         evidencing the Percentage Interest in the distributions allocable to
         the Certificates of the above-referenced Class with respect to the
         Trust consisting of first lien and second lien adjustable-rate and
         fixed-rate mortgage loans (the "Mortgage Loans")

                 FINANCIAL ASSET SECURITIES CORP., as Depositor

         Principal in respect of this Certificate is distributable monthly as
set forth herein. Accordingly, the Certificate Principal Balance of this Class
A-4 Certificate at any time may be less than the Initial Certificate Principal
Balance set forth on the face hereof, as described herein. This Class A-4
Certificate does not evidence an obligation of, or an interest in, and is not
guaranteed by the Depositor, the Seller, the Servicers, or the Trustee referred
to below or any of their respective affiliates.

         This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Class A-4 Certificate (obtained by
dividing the Denomination of this Class A-4 Certificate by the Original Class
Certificate Principal Balance) in certain monthly distributions with respect to
a Trust consisting primarily of the Mortgage Loans deposited by Financial Asset
Securities Corp. (the "Depositor"). The Trust was created pursuant to a Pooling
and Servicing Agreement dated as of August 1, 2004 (the "Agreement") among the
Depositor, HomEq Servicing Corporation and Saxon Mortgage Services, Inc., as
Servicers (the "Servicers"), and Deutsche Bank National Trust Company, a
national banking association, as trustee (the "Trustee"). To the extent not
defined herein, the capitalized terms used herein have the meanings assigned in
the Agreement. This Certificate issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Class A-4 Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.

         Reference is hereby made to the further provisions of this Class A-4
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.

         This Class A-4 Certificate shall not be entitled to any benefit under
the Agreement or be valid for any purpose unless manually countersigned by an
authorized signatory of the Trustee.




                                      A-4-2

<PAGE>



         IN WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this
Certificate to be duly executed.

Dated: August __, 2004

                                    SOUNDVIEW HOME LOAN TRUST 2004-1

                                    DEUTSCHE BANK NATIONAL TRUST COMPANY,
                                    not in its individual capacity, but solely
                                    as Trustee


                                    By:_________________________________


This one of the Certificates referenced
in the within-mentioned Agreement


By:__________________________________________
         Authorized Signatory of
         Deutsche Bank National Trust Company,
         as Trustee




<PAGE>



                       [Reverse of Class A-4 Certificate]

                        Soundview Home Loan Trust 2004-1
                           Asset-Backed Certificates,
                                  Series 2004-1

         This Certificate is one of a duly authorized issue of Certificates
designated as Soundview Home Loan Trust 2004-1, Asset-Backed Certificates,
Series 2004-1 (herein collectively called the "Certificates"), and representing
a beneficial ownership interest in the Trust created by the Agreement.

         The Certificateholder, by its acceptance of this Certificate, agrees
that it will look solely to the funds on deposit in the Distribution Account 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 thereby, and the rights,
duties and immunities of the Trustee.

         Pursuant to the terms of the Agreement, a distribution will be made on
the 25th day of each month or, if such 25th day is not a Business Day, then the
Business Day immediately following such Distribution Date (the "Distribution
Date"), commencing on the first Distribution Date specified on the face hereof,
to the Person in whose name this Certificate is registered at the close of
business on the applicable Record Date in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount required to be
distributed to Holders of Certificates of the Class to which this Certificate
belongs on such Distribution Date pursuant to the Agreement.

         Distributions on this Certificate shall be made by check or money order
mailed to the address of the person entitled thereto as it appears on the
Certificate Register or by wire transfer or otherwise, as set forth in the
Agreement. The final distribution on each Certificate will be made in like
manner, but only upon presentment and surrender of such Certificate at the
office of the Trustee or the Trustee's Agent specified in the notice to
Certificateholders of such final distribution.

         The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Trustee and the rights of the Certificateholders under the Agreement at any time
by the Depositor, the Seller, the Servicers and the Trustee and of Holders of
the requisite percentage of the Percentage Interests of each Class of
Certificates affected by such amendment, as specified in the Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange therefor 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 in the Certificate
Register of the Certificate Registrar or offices of the Trustee's Agent upon
surrender of this Certificate for registration of transfer at the office of the
Trustee or the Trustee's Agent as provided in the Agreement accompanied by a
written instrument of transfer in form satisfactory to the Trustee and the
Certificate Registrar duly executed by the holder hereof or such holder's
attorney duly authorized in writing, and thereupon one or more new Certificates
of the same Class in


                                      A-4-4

<PAGE>



authorized denominations and evidencing the same aggregate Percentage Interest
in the Trust will be issued to the designated transferee or transferees.

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

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

         The Depositor, the Servicers and the Trustee and any agent of the
Depositor, the Servicers or the Trustee 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, the Servicers or any such agent shall be affected by any
notice to the contrary.

         On any Distribution Date following the date at which the remaining
aggregate Stated Principal Balance of the Mortgage Loans is less than 10% of the
aggregate Stated Principal Balance of the Original Mortgage Loans as of the
Cut-off Date, the Terminator may purchase, in whole, from the Trust the Mortgage
Loans at a purchase price determined as provided in the Agreement. In the event
that no such optional termination occurs, the obligations and responsibilities
created by the Agreement will terminate upon notice to the Trustee upon the
earliest of (i) the Distribution Date on which the Certificate Principal
Balances of the Regular Certificates have been reduced to zero, (ii) the final
payment or other liquidation of the last Mortgage Loan in the Trust, (iii) the
Distribution Date in July 2034 and (iv) direction by the Holders of each Class
of Regular Certificates evidencing Percentage Interests aggregating not less
than 100%, with the consent of the Servicers.

         Capitalized terms used herein that are defined in the Agreement shall
have the meanings ascribed to them in the Agreement, and nothing herein shall be
deemed inconsistent with that meaning.




                                      A-4-5

<PAGE>



                                   ASSIGNMENT

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

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

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

Dated:_________________

                                         _____________________________________
                                         Signature by or on behalf of assignor




                                      A-4-6

<PAGE>



                            DISTRIBUTION INSTRUCTIONS

         The assignee should include the following for purposes of distribution:

         Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to_________________________________________________
_______________________________________________________________________________
for the account of_____________________________________________________________
account number___________________, or, if mailed by check, to__________________
_______________________________________________________________________________
Applicable statements should be mailed to______________________________________
_______________________________________________________________________________

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



                                      A-4-7

<PAGE>




                                   EXHIBIT A-5

                         FORM OF CLASS M-1 CERTIFICATES

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUSTEE OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES TO THE EXTENT
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

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, AS AMENDED (THE "CODE").

NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT (EACH A "PLAN") SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED ("ERISA"), SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE
PROCEDURES DESCRIBED HEREIN.



Certificate No.                                 :     1

Cut-off Date                                    :     August 1, 2004

First Distribution Date                         :     September 27, 2004

Initial Certificate Principal Balance
of this Certificate ("Denomination")            :     $18,027,000.00

Original Class Certificate
Principal Balance of this Class                 :     $18,027,000.00

Percentage Interest                             :     100.00%

Pass-Through Rate                               :     Variable

CUSIP                                           :     83611M BB 3

Class                                           :     M-1

Assumed Maturity Date                           :     July 25, 2034



                                      A-5-1

<PAGE>



                        Soundview Home Loan Trust 2004-1
                           Asset-Backed Certificates,
                                  Series 2004-1
                                    Class M-1

         evidencing the Percentage Interest in the distributions allocable to
         the Certificates of the above-referenced Class with respect to the
         Trust consisting of first lien and second lien adjustable-rate and
         fixed-rate mortgage loans (the "Mortgage Loans")

                 FINANCIAL ASSET SECURITIES CORP., as Depositor

         Principal in respect of this Certificate is distributable monthly as
set forth herein. Accordingly, the Certificate Principal Balance of this Class
M-1 Certificate at any time may be less than the Initial Certificate Principal
Balance set forth on the face hereof, as described herein. This Class M-1
Certificate does not evidence an obligation of, or an interest in, and is not
guaranteed by the Depositor, the Seller, the Servicers, or the Trustee referred
to below or any of their respective affiliates.

         This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Class M-1 Certificate (obtained by
dividing the Denomination of this Class M-1 Certificate by the Original Class
Certificate Principal Balance) in certain monthly distributions with respect to
a Trust consisting primarily of the Mortgage Loans deposited by Financial Asset
Securities Corp. (the "Depositor"). The Trust was created pursuant to a Pooling
and Servicing Agreement dated as of August 1, 2004 (the "Agreement") among the
Depositor, HomEq Servicing Corporation and Saxon Mortgage Services, Inc., as
Servicers (the "Servicers"), and Deutsche Bank National Trust Company, a
national banking association, as trustee (the "Trustee"). To the extent not
defined herein, the capitalized terms used herein have the meanings assigned in
the Agreement. This Class M-1 Certificate issued under and is subject to the
terms, provisions and conditions of the Agreement, to which Agreement the Holder
of this Class M-1 Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.

         Reference is hereby made to the further provisions of this Class M-1
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.

         This Class M-1 Certificate shall not be entitled to any benefit under
the Agreement or be valid for any purpose unless manually countersigned by an
authorized signatory of the Trustee.




                                      A-5-2

<PAGE>



         IN WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this
Certificate to be duly executed.

Dated: August __, 2004

                                    Soundview Home Loan Trust 2004-1

                                    DEUTSCHE BANK NATIONAL TRUST COMPANY,
                                    not in its individual capacity, but solely
                                    as Trustee


                                    By:_______________________________________

This one of the Certificates referenced
in the within-mentioned Agreement


By:__________________________________________
         Authorized Signatory of
         Deutsche Bank National Trust Company,
         as Trustee







<PAGE>



                       [Reverse of Class M-1 Certificate]

                        Soundview Home Loan Trust 2004-1
                           Asset-Backed Certificates,
                                  Series 2004-1

         This Certificate is one of a duly authorized issue of Certificates
designated as Soundview Home Loan Trust 2004-1, Asset-Backed Certificates,
Series 2004-1 herein collectively called the "Certificates"), and representing a
beneficial ownership interest in the Trust created by the Agreement.

         The Certificateholder, by its acceptance of this Certificate, agrees
that it will look solely to the funds on deposit in the Distribution Account 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 thereby, and the rights,
duties and immunities of the Trustee.

         Pursuant to the terms of the Agreement, a distribution will be made on
the 25th day of each month or, if such 25th day is not a Business Day, then the
Business Day immediately following such Distribution Date (the "Distribution
Date"), commencing on the first Distribution Date specified on the face hereof,
to the Person in whose name this Certificate is registered at the close of
business on the applicable Record Date in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount required to be
distributed to Holders of Certificates of the Class to which this Certificate
belongs on such Distribution Date pursuant to the Agreement.

         Distributions on this Certificate shall be made by check or money order
mailed to the address of the person entitled thereto as it appears on the
Certificate Register or by wire transfer or otherwise, as set forth in the
Agreement. The final distribution on each Certificate will be made in like
manner, but only upon presentment and surrender of such Certificate at the
office of the Trustee or the Trustee's Agent specified in the notice to
Certificateholders of such final distribution.

         The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Trustee and the rights of the Certificateholders under the Agreement at any time
by the Depositor, the Seller, the Servicers and the Trustee and of Holders of
the requisite percentage of the Percentage Interests of each Class of
Certificates affected by such amendment, as specified in the Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange therefor 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 in the Certificate
Register of the Certificate Registrar or offices of the Trustee's Agent upon
surrender of this Certificate for registration of transfer at the office of the
Trustee or the Trustee's Agent as provided in the Agreement accompanied by a
written instrument of transfer in form satisfactory to the Trustee and the
Certificate Registrar duly executed by the holder hereof or such holder's
attorney duly authorized in writing, and thereupon one or more new Certificates
of the same Class in


                                      A-5-4

<PAGE>



authorized denominations and evidencing the same aggregate Percentage Interest
in the Trust will be issued to the designated transferee or transferees.

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

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

         The Depositor, the Servicers and the Trustee and any agent of the
Depositor, the Servicers or the Trustee 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, the Servicers or any such agent shall be affected by any
notice to the contrary.

         On any Distribution Date following the date at which the remaining
aggregate Stated Principal Balance of the Mortgage Loans is less than 10% of the
aggregate Stated Principal Balance of the Original Mortgage Loans as of the
Cut-off Date, the Terminator may purchase, in whole, from the Trust the Mortgage
Loans at a purchase price determined as provided in the Agreement. In the event
that no such optional termination occurs, the obligations and responsibilities
created by the Agreement will terminate upon notice to the Trustee upon the
earliest of (i) the Distribution Date on which the Certificate Principal
Balances of the Regular Certificates have been reduced to zero, (ii) the final
payment or other liquidation of the last Mortgage Loan in the Trust, (iii) the
Distribution Date in July 2034 and (iv) direction by the Holders of each Class
of Regular Certificates evidencing Percentage Interests aggregating not less
than 100%, with the consent of the Servicers.

         Capitalized terms used herein that are defined in the Agreement shall
have the meanings ascribed to them in the Agreement, and nothing herein shall be
deemed inconsistent with that meaning.




                                      A-5-5

<PAGE>



                                   ASSIGNMENT

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

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

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

Dated:_________________

                                         _____________________________________
                                         Signature by or on behalf of assignor



                                      A-5-6

<PAGE>



                            DISTRIBUTION INSTRUCTIONS

         The assignee should include the following for purposes of distribution:

         Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to_________________________________________________
_______________________________________________________________________________
for the account of_____________________________________________________________
account number___________________, or, if mailed by check, to__________________
_______________________________________________________________________________
Applicable statements should be mailed to______________________________________
_______________________________________________________________________________

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



                                      A-5-7

<PAGE>



                                   EXHIBIT A-6

                         FORM OF CLASS M-2 CERTIFICATES

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUSTEE OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES AND THE CLASS M-1
CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.

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, AS AMENDED (THE "CODE").

NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT (EACH A "PLAN") SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED ("ERISA"), SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE
PROCEDURES DESCRIBED HEREIN.



Certificate No.                                 :     1

Cut-off Date                                    :     August 1, 2004

First Distribution Date                         :     September 27, 2004

Initial Certificate Principal Balance
of this Certificate ("Denomination")            :     $15,835,000.00

Original Class Certificate
Principal Balance of this Class                 :     $15,835,000.00

Percentage Interest                             :     100.00%

Pass-Through Rate                               :     Variable

CUSIP                                           :     83611M BC 1

Class                                           :     M-2

Assumed Maturity Date                           :     July 25, 2034



                                      A-6-1

<PAGE>



                        Soundview Home Loan Trust 2004-1
                           Asset-Backed Certificates,
                                  Series 204-1
                                    Class M-2

         evidencing the Percentage Interest in the distributions allocable to
         the Certificates of the above-referenced Class with respect to the
         Trust consisting of first lien and second lien adjustable-rate and
         fixed-rate mortgage loans (the "Mortgage Loans")

                 FINANCIAL ASSET SECURITIES CORP., as Depositor

         Principal in respect of this Certificate is distributable monthly as
set forth herein. Accordingly, the Certificate Principal Balance of this Class
M-2 Certificate at any time may be less than the Initial Certificate Principal
Balance set forth on the face hereof, as described herein. This Class M-2
Certificate does not evidence an obligation of, or an interest in, and is not
guaranteed by the Depositor, the Seller, the Servicers, or the Trustee referred
to below or any of their respective affiliates.

         This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Class M-2 Certificate (obtained by
dividing the Denomination of this Class M-2 Certificate by the Original Class
Certificate Principal Balance) in certain monthly distributions with respect to
a Trust consisting primarily of the Mortgage Loans deposited by Financial Asset
Securities Corp. (the "Depositor"). The Trust was created pursuant to a Pooling
and Servicing Agreement dated as of August 1, 2004 (the "Agreement") among the
Depositor, HomEq Servicing Corporation and Saxon Mortgage Services, Inc., as
Servicers (the "Servicers"), and Deutsche Bank National Trust Company, a
national banking association, as trustee (the "Trustee"). To the extent not
defined herein, the capitalized terms used herein have the meanings assigned in
the Agreement. This Class M-2 Certificate issued under and is subject to the
terms, provisions and conditions of the Agreement, to which Agreement the Holder
of this Class M-2 Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.

         Reference is hereby made to the further provisions of this Class M-2
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.

         This Class M-2 Certificate shall not be entitled to any benefit under
the Agreement or be valid for any purpose unless manually countersigned by an
authorized signatory of the Trustee.




                                      A-6-2

<PAGE>



         IN WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this
Certificate to be duly executed.

Dated: August__, 2004

                                    Soundview Home Loan Trust 2004-1

                                    DEUTSCHE BANK NATIONAL TRUST COMPANY,
                                    not in its individual capacity, but solely
                                    as Trustee


                                    By:_______________________________________

This one of the Certificates referenced
in the within-mentioned Agreement


By:____________________________________
         Authorized Signatory of
         Deutsche Bank National Trust Company,
         as Trustee




                                      A-6-3

<PAGE>



                       [Reverse of Class M-2 Certificate]

                        Soundview Home Loan Trust 2004-1
                           Asset-Backed Certificates,
                                  Series 2004-1

         This Certificate is one of a duly authorized issue of Certificates
designated as Soundview Home Loan Trust 2004-1, Asset-Backed Certificates,
Series 2004-1 (herein collectively called the "Certificates"), and representing
a beneficial ownership interest in the Trust created by the Agreement.

         The Certificateholder, by its acceptance of this Certificate, agrees
that it will look solely to the funds on deposit in the Distribution Account 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 thereby, and the rights,
duties and immunities of the Trustee.

         Pursuant to the terms of the Agreement, a distribution will be made on
the 25th day of each month or, if such 25th day is not a Business Day, then the
Business Day immediately following such Distribution Date (the "Distribution
Date"), commencing on the first Distribution Date specified on the face hereof,
to the Person in whose name this Certificate is registered at the close of
business on the applicable Record Date in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount required to be
distributed to Holders of Certificates of the Class to which this Certificate
belongs on such Distribution Date pursuant to the Agreement.

         Distributions on this Certificate shall be made by check or money order
mailed to the address of the person entitled thereto as it appears on the
Certificate Register or by wire transfer or otherwise, as set forth in the
Agreement. The final distribution on each Certificate will be made in like
manner, but only upon presentment and surrender of such Certificate at the
Corporate Trust Office of the Trustee specified in the notice to
Certificateholders of such final distribution.

         The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Trustee and the rights of the Certificateholders under the Agreement at any time
by the Depositor, the Seller, the Servicers and the Trustee and of Holders of
the requisite percentage of the Percentage Interests of each Class of
Certificates affected by such amendment, as specified in the Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange therefor 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 in the Certificate
Register of the Certificate Registrar or offices of the Trustee's Agent upon
surrender of this Certificate for registration of transfer at the Corporate
Trust Office of the Trustee as provided in the Agreement accompanied by a
written instrument of transfer in form satisfactory to the Trustee and the
Certificate Registrar duly executed by the holder hereof or such holder's
attorney duly authorized in writing, and thereupon one or more new Certificates
of the same Class in authorized



                                      A-6-4

<PAGE>



denominations and evidencing the same aggregate Percentage Interest in the Trust
will be issued to the designated transferee or transferees.

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

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

         The Depositor, the Servicers and the Trustee and any agent of the
Depositor, the Servicers or the Trustee 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, the Servicers or any such agent shall be affected by any
notice to the contrary.

         On any Distribution Date following the date at which the remaining
aggregate Stated Principal Balance of the Mortgage Loans is less than 10% of the
aggregate Stated Principal Balance of the Original Mortgage Loans as of the
Cut-off Date, the Terminator may purchase, in whole, from the Trust the Mortgage
Loans at a purchase price determined as provided in the Agreement. In the event
that no such optional termination occurs, the obligations and responsibilities
created by the Agreement will terminate upon notice to the Trustee upon the
earliest of (i) the Distribution Date on which the Certificate Principal
Balances of the Regular Certificates have been reduced to zero, (ii) the final
payment or other liquidation of the last Mortgage Loan in the Trust, (iii) the
Distribution Date in July 2034 and (iv) direction by the Holders of each Class
of Regular Certificates evidencing Percentage Interests aggregating not less
than 100%, with the consent of the Servicers.

         Capitalized terms used herein that are defined in the Agreement shall
have the meanings ascribed to them in the Agreement, and nothing herein shall be
deemed inconsistent with that meaning.




                                      A-6-5

<PAGE>



                                   ASSIGNMENT

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

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

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

Dated:_________________

                                         _____________________________________
                                         Signature by or on behalf of assignor



                                      A-6-6

<PAGE>



                            DISTRIBUTION INSTRUCTIONS

         The assignee should include the following for purposes of distribution:

         Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to_________________________________________________
_______________________________________________________________________________
for the account of_____________________________________________________________
account number___________________, or, if mailed by check, to__________________
_______________________________________________________________________________
Applicable statements should be mailed to______________________________________
_______________________________________________________________________________

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


                                      A-6-7

<PAGE>



                                   EXHIBIT A-7

                         FORM OF CLASS M-3 CERTIFICATES

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUSTEE OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, THE CLASS M-1
CERTIFICATES AND THE CLASS M-2 CERTIFICATES TO THE EXTENT DESCRIBED IN THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

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, AS AMENDED (THE "CODE").

NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT (EACH A "PLAN") SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED ("ERISA"), SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE
PROCEDURES DESCRIBED HEREIN.



Certificate No.                                 :     1

Cut-off Date                                    :     August 1, 2004

First Distribution Date                         :     September 27, 2004

Initial Certificate Principal Balance
of this Certificate ("Denomination")            :     $9,744,000.00

Original Class Certificate
Principal Balance of this Class                 :     $9,744,000.00

Percentage Interest                             :     100.00%

Pass-Through Rate                               :     Variable

CUSIP                                           :     83611M BD 9

Class                                           :     M-3

Assumed Maturity Date                           :     July 25, 2034



                                      A-7-1

<PAGE>



                        Soundview Home Loan Trust 2004-1
                           Asset-Backed Certificates,
                                  Series 2004-1
                                    Class M-3

         evidencing the Percentage Interest in the distributions allocable to
         the Certificates of the above-referenced Class with respect to the
         Trust consisting of first lien and second lien adjustable-rate and
         fixed-rate mortgage loans (the "Mortgage Loans")

                 FINANCIAL ASSET SECURITIES CORP., as Depositor

         Principal in respect of this Certificate is distributable monthly as
set forth herein. Accordingly, the Certificate Principal Balance of this Class
M-3 Certificate at any time may be less than the Initial Certificate Principal
Balance set forth on the face hereof, as described herein. This Class M-3
Certificate does not evidence an obligation of, or an interest in, and is not
guaranteed by the Depositor, the Seller, the Servicers, or the Trustee referred
to below or any of their respective affiliates.

         This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Class M-3 Certificate (obtained by
dividing the Denomination of this Class M-3 Certificate by the Original Class
Certificate Principal Balance) in certain monthly distributions with respect to
a Trust consisting primarily of the Mortgage Loans deposited by Financial Asset
Securities Corp. (the "Depositor"). The Trust was created pursuant to a Pooling
and Servicing Agreement dated as of August 1, 2004 (the "Agreement") among the
Depositor, HomEq Servicing Corporation and Saxon Mortgage Services, Inc., as
Servicers (the "Servicers"), and Deutsche Bank National Trust Company, a
national banking association, as trustee (the "Trustee"). To the extent not
defined herein, the capitalized terms used herein have the meanings assigned in
the Agreement. This Class M-3 Certificate issued under and is subject to the
terms, provisions and conditions of the Agreement, to which Agreement the Holder
of this Class M-3 Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.

         Reference is hereby made to the further provisions of this Class M-3
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.

         This Class M-3 Certificate shall not be entitled to any benefit under
the Agreement or be valid for any purpose unless manually countersigned by an
authorized signatory of the Trustee.



                                      A-7-2

<PAGE>



IN WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this
Certificate to be duly executed.

Dated: August __, 2004

                                    Soundview Home Loan Trust 2004-1

                                    DEUTSCHE BANK NATIONAL TRUST COMPANY,
                                    not in its individual capacity, but solely
                                    as Trustee


                                    By:_______________________________________

This one of the Certificates referenced
in the within-mentioned Agreement


By:____________________________________
         Authorized Signatory of
         Deutsche Bank National Trust Company,
         as Trustee




                                      A-7-3

<PAGE>



                       [Reverse of Class M-3 Certificate]

                        Soundview Home Loan Trust 2004-1
                           Asset-Backed Certificates,
                                  Series 2004-1

         This Certificate is one of a duly authorized issue of Certificates
designated as Soundview Home Loan Trust 2004-1, Asset-Backed Certificates,
Series 2004-1 (herein collectively called the "Certificates"), and representing
a beneficial ownership interest in the Trust created by the Agreement.

         The Certificateholder, by its acceptance of this Certificate, agrees
that it will look solely to the funds on deposit in the Distribution Account 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 thereby, and the rights,
duties and immunities of the Trustee.

         Pursuant to the terms of the Agreement, a distribution will be made on
the 25th day of each month or, if such 25th day is not a Business Day, then the
Business Day immediately following such Distribution Date (the "Distribution
Date"), commencing on the first Distribution Date specified on the face hereof,
to the Person in whose name this Certificate is registered at the close of
business on the applicable Record Date in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount required to be
distributed to Holders of Certificates of the Class to which this Certificate
belongs on such Distribution Date pursuant to the Agreement.

         Distributions on this Certificate shall be made by check or money order
mailed to the address of the person entitled thereto as it appears on the
Certificate Register or by wire transfer or otherwise, as set forth in the
Agreement. The final distribution on each Certificate will be made in like
manner, but only upon presentment and surrender of such Certificate at the
Corporate Trust Office of the Trustee specified in the notice to
Certificateholders of such final distribution.

         The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Trustee and the rights of the Certificateholders under the Agreement at any time
by the Depositor, the Seller, the Servicers and the Trustee and of Holders of
the requisite percentage of the Percentage Interests of each Class of
Certificates affected by such amendment, as specified in the Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange therefor 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 in the Certificate
Register of the Certificate Registrar or offices of the Trustee's Agent upon
surrender of this Certificate for registration of transfer at the Corporate
Trust Office of the Trustee as provided in the Agreement accompanied by a
written instrument of transfer in form satisfactory to the Trustee and the
Certificate Registrar duly executed by the holder hereof or such holder's
attorney duly authorized in writing, and thereupon one or more new Certificates
of the same Class in authorized


                                      A-7-4

<PAGE>



denominations and evidencing the same aggregate Percentage Interest in the Trust
will be issued to the designated transferee or transferees.

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

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

         The Depositor, the Servicers and the Trustee and any agent of the
Depositor, the Servicers or the Trustee 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, the Servicers or any such agent shall be affected by any
notice to the contrary.

         On any Distribution Date following the date at which the remaining
aggregate Stated Principal Balance of the Mortgage Loans is less than 10% of the
aggregate Stated Principal Balance of the Original Mortgage Loans as of the
Cut-off Date, the Terminator may purchase, in whole, from the Trust the Mortgage
Loans at a purchase price determined as provided in the Agreement. In the event
that no such optional termination occurs, the obligations and responsibilities
created by the Agreement will terminate upon notice to the Trustee upon the
earliest of (i) the Distribution Date on which the Certificate Principal
Balances of the Regular Certificates have been reduced to zero, (ii) the final
payment or other liquidation of the last Mortgage Loan in the Trust, (iii) the
Distribution Date in July 2034 and (iv) direction by the Holders of each Class
of Regular Certificates evidencing Percentage Interests aggregating not less
than 100%, with the consent of the Servicers.

         Capitalized terms used herein that are defined in the Agreement shall
have the meanings ascribed to them in the Agreement, and nothing herein shall be
deemed inconsistent with that meaning.



                                      A-7-5

<PAGE>



                                   ASSIGNMENT

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

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

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

Dated:_________________

                                         _____________________________________
                                         Signature by or on behalf of assignor



                                      A-7-6

<PAGE>



                            DISTRIBUTION INSTRUCTIONS

         The assignee should include the following for purposes of distribution:

         Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to_________________________________________________
_______________________________________________________________________________
for the account of_____________________________________________________________
account number___________________, or, if mailed by check, to__________________
_______________________________________________________________________________
Applicable statements should be mailed to______________________________________
_______________________________________________________________________________

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



                                      A-7-7

<PAGE>



                                   EXHIBIT A-8

                         FORM OF CLASS M-4 CERTIFICATES

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUSTEE OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, THE CLASS M-1
CERTIFICATES, THE CLASS M-2 CERTIFICATES AND THE CLASS M-3 CERTIFICATES TO THE
EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

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, AS AMENDED (THE "CODE").

NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT (EACH A "PLAN") SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED ("ERISA"), SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE
PROCEDURES DESCRIBED HEREIN.



Certificate No.                                 :     1

Cut-off Date                                    :     August 1, 2004

First Distribution Date                         :     July 27, 2004

Initial Certificate Principal Balance
of this Certificate ("Denomination")            :     $9,744,000.00

Original Class Certificate
Principal Balance of this Class                 :     $9,744,000.00

Percentage Interest                             :     100.00%

Pass-Through Rate                               :     Variable

CUSIP                                           :     83611M BE 7

Class                                           :     M-4

Assumed Maturity Date                           :     July 25, 2034



                                      A-8-1

<PAGE>


                        Soundview Home Loan Trust 2004-1
                           Asset-Backed Certificates,
                                  Series 2004-1
                                    Class M-4

         evidencing the Percentage Interest in the distributions allocable to
         the Certificates of the above-referenced Class with respect to the
         Trust consisting of first lien and second lien adjustable- rate and
         fixed- rate mortgage loans (the "Mortgage Loans")

                 FINANCIAL ASSET SECURITIES CORP., as Depositor

         Principal in respect of this Certificate is distributable monthly as
set forth herein. Accordingly, the Certificate Principal Balance of this Class
M-4 Certificate at any time may be less than the Initial Certificate Principal
Balance set forth on the face hereof, as described herein. This Class M-4
Certificate does not evidence an obligation of, or an interest in, and is not
guaranteed by the Depositor, the Seller, the Servicers, or the Trustee referred
to below or any of their respective affiliates.

         This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Class M-4 Certificate (obtained by
dividing the Denomination of this Class M-4 Certificate by the Original Class
Certificate Principal Balance) in certain monthly distributions with respect to
a Trust consisting primarily of the Mortgage Loans deposited by Financial Asset
Securities Corp. (the "Depositor"). The Trust was created pursuant to a Pooling
and Servicing Agreement dated as of August 1, 2004 (the "Agreement") among the
Depositor, HomEq Servicing Corporation and Saxon Mortgage Services, Inc., as
Servicers (the "Servicers"), and Deutsche Bank National Trust Company, a
national banking association, as trustee (the "Trustee"). To the extent not
defined herein, the capitalized terms used herein have the meanings assigned in
the Agreement. This Class M-4 Certificate issued under and is subject to the
terms, provisions and conditions of the Agreement, to which Agreement the Holder
of this Class M-4 Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.

         Reference is hereby made to the further provisions of this Class M-4
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.

         This Class M-4 Certificate shall not be entitled to any benefit under
the Agreement or be valid for any purpose unless manually countersigned by an
authorized signatory of the Trustee.



                                      A-8-2

<PAGE>



         IN WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this
Certificate to be duly executed.

Dated: August__, 2004

                                    Soundview Home Loan Trust 2004-1

                                    DEUTSCHE BANK NATIONAL TRUST COMPANY,
                                    not in its individual capacity, but solely
                                    as Trustee


                                    By:_______________________________________

This one of the Certificates referenced
in the within-mentioned Agreement


By:____________________________________
         Authorized Signatory of
         Deutsche Bank National Trust Company,
         as Trustee





<PAGE>



                       [Reverse of Class M-4 Certificate]

                        Soundview Home Loan Trust 2004-1
                           Asset-Backed Certificates,
                                  Series 2004-1

         This Certificate is one of a duly authorized issue of Certificates
designated as Soundview Home Loan Trust 2004-1, Asset-Backed Certificates,
Series 2004-1 (herein collectively called the "Certificates"), and representing
a beneficial ownership interest in the Trust created by the Agreement.

         The Certificateholder, by its acceptance of this Certificate, agrees
that it will look solely to the funds on deposit in the Distribution Account 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 thereby, and the rights,
duties and immunities of the Trustee.

         Pursuant to the terms of the Agreement, a distribution will be made on
the 25th day of each month or, if such 25th day is not a Business Day, then the
Business Day immediately following such Distribution Date (the "Distribution
Date"), commencing on the first Distribution Date specified on the face hereof,
to the Person in whose name this Certificate is registered at the close of
business on the applicable Record Date in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount required to be
distributed to Holders of Certificates of the Class to which this Certificate
belongs on such Distribution Date pursuant to the Agreement.

         Distributions on this Certificate shall be made by check or money order
mailed to the address of the person entitled thereto as it appears on the
Certificate Register or by wire transfer or otherwise, as set forth in the
Agreement. The final distribution on each Certificate will be made in like
manner, but only upon presentment and surrender of such Certificate at the
Corporate Trust Office of the Trustee specified in the notice to
Certificateholders of such final distribution.

         The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Trustee and the rights of the Certificateholders under the Agreement at any time
by the Depositor, the Seller, the Servicers and the Trustee and of Holders of
the requisite percentage of the Percentage Interests of each Class of
Certificates affected by such amendment, as specified in the Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange therefor 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 in the Certificate
Register of the Certificate Registrar or offices of the Trustee's Agent upon
surrender of this Certificate for registration of transfer at the Corporate
Trust Office of the Trustee as provided in the Agreement accompanied by a
written instrument of transfer in form satisfactory to the Trustee and the
Certificate Registrar duly executed by the holder hereof or such holder's
attorney duly authorized in writing, and thereupon one or more new Certificates
of the same Class in authorized denominations and evidencing the same aggregate
Percentage Interest in the Trust will be issued to the designated transferee or
transferees.


                                      A-8-4

<PAGE>



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

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

         The Depositor, the Servicers and the Trustee and any agent of the
Depositor, the Servicers or the Trustee 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, the Servicers or any such agent shall be affected by any
notice to the contrary.

         On any Distribution Date following the date at which the remaining
aggregate Stated Principal Balance of the Mortgage Loans is less than 10% of the
aggregate Stated Principal Balance of the Original Mortgage Loans as of the
Cut-off Date, the Terminator may purchase, in whole, from the Trust the Mortgage
Loans at a purchase price determined as provided in the Agreement. In the event
that no such optional termination occurs, the obligations and responsibilities
created by the Agreement will terminate upon notice to the Trustee upon the
earliest of (i) the Distribution Date on which the Certificate Principal
Balances of the Regular Certificates have been reduced to zero, (ii) the final
payment or other liquidation of the last Mortgage Loan in the Trust, (iii) the
Distribution Date in July 2034 and (iv) direction by the Holders of each Class
of Regular Certificates evidencing Percentage Interests aggregating not less
than 100%, with the consent of the Servicers.

         Capitalized terms used herein that are defined in the Agreement shall
have the meanings ascribed to them in the Agreement, and nothing herein shall be
deemed inconsistent with that meaning.




                                      A-8-5

<PAGE>



                                   ASSIGNMENT

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

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

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

Dated:_________________

                                         _____________________________________
                                         Signature by or on behalf of assignor



                                      A-8-6

<PAGE>



                            DISTRIBUTION INSTRUCTIONS

         The assignee should include the following for purposes of distribution:

         Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to_________________________________________________
_______________________________________________________________________________
for the account of_____________________________________________________________
account number___________________, or, if mailed by check, to__________________
_______________________________________________________________________________
Applicable statements should be mailed to______________________________________
_______________________________________________________________________________

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



                                      A-8-7

<PAGE>



                                   EXHIBIT A-9

                         FORM OF CLASS M-5 CERTIFICATES

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUSTEE OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, THE CLASS M-1
CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE CLASS M-3 CERTIFICATES AND THE
CLASS M-4 CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.

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, AS AMENDED (THE "CODE").

NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT (EACH A "PLAN") SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED ("ERISA"), SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE
PROCEDURES DESCRIBED HEREIN.



Certificate No.                                 :     1

Cut-off Date                                    :     August 1, 2004

First Distribution Date                         :     September 27, 2004

Initial Certificate Principal Balance
of this Certificate ("Denomination")            :     $9,744,000.00

Original Class Certificate
Principal Balance of this Class                 :     $9,744,000.00

Percentage Interest                             :     100.00%

Pass-Through Rate                               :     Variable

CUSIP                                           :     83611M BF 4

Class                                           :     M-5

Assumed Maturity Date                           :     July 25, 2034



                                      A-9-1

<PAGE>



                        Soundview Home Loan Trust 2004-1
                           Asset-Backed Certificates,
                                  Series 2004-1
                                    Class M-5

         evidencing the Percentage Interest in the distributions allocable to
         the Certificates of the above-referenced Class with respect to the
         Trust consisting of first lien and second lien adjustable-rate and
         fixed-rate mortgage loans (the "Mortgage Loans")

                 FINANCIAL ASSET SECURITIES CORP., as Depositor

         Principal in respect of this Certificate is distributable monthly as
set forth herein. Accordingly, the Certificate Principal Balance of this Class
M-5 Certificate at any time may be less than the Initial Certificate Principal
Balance set forth on the face hereof, as described herein. This Class M-5
Certificate does not evidence an obligation of, or an interest in, and is not
guaranteed by the Depositor, the Seller, the Servicers, or the Trustee referred
to below or any of their respective affiliates.

         This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Class M-5 Certificate (obtained by
dividing the Denomination of this Class M-5 Certificate by the Original Class
Certificate Principal Balance) in certain monthly distributions with respect to
a Trust consisting primarily of the Mortgage Loans deposited by Financial Asset
Securities Corp. (the "Depositor"). The Trust was created pursuant to a Pooling
and Servicing Agreement dated as of August 1, 2004 (the "Agreement") among the
Depositor, HomEq Servicing Corporation and Saxon Mortgage Services, Inc. , as
Servicers (the "Servicers"), and Deutsche Bank National Trust Company, a
national banking association, as trustee (the "Trustee"). To the extent not
defined herein, the capitalized terms used herein have the meanings assigned in
the Agreement. This Class M-5 Certificate issued under and is subject to the
terms, provisions and conditions of the Agreement, to which Agreement the Holder
of this Class M-5 Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.

         Reference is hereby made to the further provisions of this Class M-5
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.

         This Class M-5 Certificate shall not be entitled to any benefit under
the Agreement or be valid for any purpose unless manually countersigned by an
authorized signatory of the Trustee.



                                      A-9-2

<PAGE>



         IN WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this
Certificate to be duly executed.

Dated: August __, 2004

                                    Soundview Home Loan Trust 2004-1

                                    DEUTSCHE BANK NATIONAL TRUST COMPANY,
                                    not in its individual capacity, but solely
                                    as Trustee


                                    By:_______________________________________

This one of the Certificates referenced
in the within-mentioned Agreement


By:____________________________________
         Authorized Signatory of
         Deutsche Bank National Trust Company,
         as Trustee



                                      A-9-3

<PAGE>



                       [Reverse of Class M-5 Certificate]

                        Soundview Home Loan Trust 2004-1
                           Asset-Backed Certificates,
                                  Series 2004-1

         This Certificate is one of a duly authorized issue of Certificates
designated as Soundview Home Loan Trust 2004-1, Asset-Backed Certificates,
Series 2004-1 (herein collectively called the "Certificates"), and representing
a beneficial ownership interest in the Trust created by the Agreement.

         The Certificateholder, by its acceptance of this Certificate, agrees
that it will look solely to the funds on deposit in the Distribution Account 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 thereby, and the rights,
duties and immunities of the Trustee.

         Pursuant to the terms of the Agreement, a distribution will be made on
the 25th day of each month or, if such 25th day is not a Business Day, then the
Business Day immediately following such Distribution Date (the "Distribution
Date"), commencing on the first Distribution Date specified on the face hereof,
to the Person in whose name this Certificate is registered at the close of
business on the applicable Record Date in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount required to be
distributed to Holders of Certificates of the Class to which this Certificate
belongs on such Distribution Date pursuant to the Agreement.

         Distributions on this Certificate shall be made by check or money order
mailed to the address of the person entitled thereto as it appears on the
Certificate Register or by wire transfer or otherwise, as set forth in the
Agreement. The final distribution on each Certificate will be made in like
manner, but only upon presentment and surrender of such Certificate at the
Corporate Trust Office of the Trustee specified in the notice to
Certificateholders of such final distribution.

         The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Trustee and the rights of the Certificateholders under the Agreement at any time
by the Depositor, the Seller, the Servicers and the Trustee and of Holders of
the requisite percentage of the Percentage Interests of each Class of
Certificates affected by such amendment, as specified in the Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange therefor 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 in the Certificate
Register of the Certificate Registrar or offices of the Trustee's Agent upon
surrender of this Certificate for registration of transfer at the Corporate
Trust Office of the Trustee as provided in the Agreement accompanied by a
written instrument of transfer in form satisfactory to the Trustee and the
Certificate Registrar duly executed by the holder hereof or such holder's
attorney duly authorized in writing, and thereupon one or more new Certificates
of the same Class in authorized denominations and evidencing the same aggregate
Percentage Interest in the Trust will be issued to the designated transferee or
transferees.


                                      A-9-4

<PAGE>



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

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

         The Depositor, the Servicers and the Trustee and any agent of the
Depositor, the Servicers or the Trustee 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, the Servicers or any such agent shall be affected by any
notice to the contrary.

         On any Distribution Date following the date at which the remaining
aggregate Stated Principal Balance of the Mortgage Loans is less than 10% of the
aggregate Stated Principal Balance of the Original Mortgage Loans as of the
Cut-off Date, the Terminator may purchase, in whole, from the Trust the Mortgage
Loans at a purchase price determined as provided in the Agreement. In the event
that no such optional termination occurs, the obligations and responsibilities
created by the Agreement will terminate upon notice to the Trustee upon the
earliest of (i) the Distribution Date on which the Certificate Principal
Balances of the Regular Certificates have been reduced to zero, (ii) the final
payment or other liquidation of the last Mortgage Loan in the Trust, (iii) the
Distribution Date in July 2034 and (iv) direction by the Holders of each Class
of Regular Certificates evidencing Percentage Interests aggregating not less
than 100%, with the consent of the Servicers.

         Capitalized terms used herein that are defined in the Agreement shall
have the meanings ascribed to them in the Agreement, and nothing herein shall be
deemed inconsistent with that meaning.



                                      A-9-5

<PAGE>



                                   ASSIGNMENT

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

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

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

Dated:_________________

                                         _____________________________________
                                         Signature by or on behalf of assignor



                                      A-9-6

<PAGE>



                            DISTRIBUTION INSTRUCTIONS

         The assignee should include the following for purposes of distribution:

         Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to_________________________________________________
_______________________________________________________________________________
for the account of_____________________________________________________________
account number___________________, or, if mailed by check, to__________________
_______________________________________________________________________________
Applicable statements should be mailed to______________________________________
_______________________________________________________________________________

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



                                      A-9-7

<PAGE>



                                  EXHIBIT A-10

                         FORM OF CLASS M-6 CERTIFICATES

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUSTEE OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, THE CLASS M-1
CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE CLASS M-3 CERTIFICATE, THE CLASS
M-4 CERTIFICATES AND THE CLASS M-5 CERTIFICATES TO THE EXTENT DESCRIBED IN THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

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, AS AMENDED (THE "CODE").

NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT (EACH A "PLAN") SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED ("ERISA"), SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE
PROCEDURES DESCRIBED HEREIN.



Certificate No.                                 :     1

Cut-off Date                                    :     August 1, 2004

First Distribution Date                         :     September 27, 2004

Initial Certificate Principal Balance
of this Certificate ("Denomination")            :     $8,526,000.00

Original Class Certificate
Principal Balance of this Class                 :     $8,526,000.00

Percentage Interest                             :     100.00%

Pass-Through Rate                               :     Variable

CUSIP                                           :     83611M BG 2

Class                                           :     M-6

Assumed Maturity Date                           :     July 25, 2034



                                     A-10-1

<PAGE>



                        Soundview Home Loan Trust 2004-1
                           Asset-Backed Certificates,
                                  Series 2004-1
                                    Class M-6

         evidencing the Percentage Interest in the distributions allocable to
         the Certificates of the above-referenced Class with respect to the
         Trust consisting of first lien and second lien adjustable-rate and
         fixed-rate mortgage loans (the "Mortgage Loans")

                 FINANCIAL ASSET SECURITIES CORP., as Depositor

         Principal in respect of this Certificate is distributable monthly as
set forth herein. Accordingly, the Certificate Principal Balance of this Class
M-6 Certificate at any time may be less than the Initial Certificate Principal
Balance set forth on the face hereof, as described herein. This Class M-6
Certificate does not evidence an obligation of, or an interest in, and is not
guaranteed by the Depositor, the Seller, the Servicers, or the Trustee referred
to below or any of their respective affiliates.

         This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Class M-6 Certificate (obtained by
dividing the Denomination of this Class M-6 Certificate by the Original Class
Certificate Principal Balance) in certain monthly distributions with respect to
a Trust consisting primarily of the Mortgage Loans deposited by Financial Asset
Securities Corp. (the "Depositor"). The Trust was created pursuant to a Pooling
and Servicing Agreement dated as of August 1, 2004 (the "Agreement") among the
Depositor, HomEq Servicing Corporation and Saxon Mortgage Services, Inc., as
Servicers (the "Servicers"), and Deutsche Bank National Trust Company, a
national banking association, as trustee (the "Trustee"). To the extent not
defined herein, the capitalized terms used herein have the meanings assigned in
the Agreement. This Class M-6 Certificate issued under and is subject to the
terms, provisions and conditions of the Agreement, to which Agreement the Holder
of this Class M-6 Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.

         Reference is hereby made to the further provisions of this Class M-6
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.

         This Class M-6 Certificate shall not be entitled to any benefit under
the Agreement or be valid for any purpose unless manually countersigned by an
authorized signatory of the Trustee.



                                     A-10-2

<PAGE>



         IN WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this
Certificate to be duly executed.

Dated: August__, 2004

                                    Soundview Home Loan Trust 2004-1

                                    DEUTSCHE BANK NATIONAL TRUST COMPANY,
                                    not in its individual capacity, but solely
                                    as Trustee


                                    By:_______________________________________

This one of the Certificates referenced
in the within-mentioned Agreement


By:____________________________________
         Authorized Signatory of
         Deutsche Bank National Trust Company,
         as Trustee



                                     A-10-3

<PAGE>



                       [Reverse of Class M-6 Certificate]

                        Soundview Home Loan Trust 2004-1
                           Asset-Backed Certificates,
                                  Series 2004-1

         This Certificate is one of a duly authorized issue of Certificates
designated as Soundview Home Loan Trust 2004-1, Asset-Backed Certificates,
Series 2004-1 (herein collectively called the "Certificates"), and representing
a beneficial ownership interest in the Trust created by the Agreement.

         The Certificateholder, by its acceptance of this Certificate, agrees
that it will look solely to the funds on deposit in the Distribution Account 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 thereby, and the rights,
duties and immunities of the Trustee.

         Pursuant to the terms of the Agreement, a distribution will be made on
the 25th day of each month or, if such 25th day is not a Business Day, then the
Business Day immediately following such Distribution Date (the "Distribution
Date"), commencing on the first Distribution Date specified on the face hereof,
to the Person in whose name this Certificate is registered at the close of
business on the applicable Record Date in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount required to be
distributed to Holders of Certificates of the Class to which this Certificate
belongs on such Distribution Date pursuant to the Agreement.

         Distributions on this Certificate shall be made by check or money order
mailed to the address of the person entitled thereto as it appears on the
Certificate Register or by wire transfer or otherwise, as set forth in the
Agreement. The final distribution on each Certificate will be made in like
manner, but only upon presentment and surrender of such Certificate at the
Corporate Trust Office of the Trustee specified in the notice to
Certificateholders of such final distribution.

         The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Trustee and the rights of the Certificateholders under the Agreement at any time
by the Depositor, the Seller, the Servicers and the Trustee and of Holders of
the requisite percentage of the Percentage Interests of each Class of
Certificates affected by such amendment, as specified in the Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange therefor 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 in the Certificate
Register of the Certificate Registrar or offices of the Trustee's Agent upon
surrender of this Certificate for registration of transfer at the Corporate
Trust Office of the Trustee as provided in the Agreement accompanied by a
written instrument of transfer in form satisfactory to the Trustee and the
Certificate Registrar duly executed by the holder hereof or such holder's
attorney duly authorized in writing, and thereupon one or more new Certificates
of the same Class in authorized denominations and evidencing the same aggregate
Percentage Interest in the Trust will be issued to the designated transferee or
transferees.


                                     A-10-4

<PAGE>



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

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

         The Depositor, the Servicers and the Trustee and any agent of the
Depositor, the Servicers or the Trustee 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, the Servicers or any such agent shall be affected by any
notice to the contrary.

         On any Distribution Date following the date at which the remaining
aggregate Stated Principal Balance of the Mortgage Loans is less than 10% of the
aggregate Stated Principal Balance of the Original Mortgage Loans as of the
Cut-off Date, the Terminator may purchase, in whole, from the Trust the Mortgage
Loans at a purchase price determined as provided in the Agreement. In the event
that no such optional termination occurs, the obligations and responsibilities
created by the Agreement will terminate upon notice to the Trustee upon the
earliest of (i) the Distribution Date on which the Certificate Principal
Balances of the Regular Certificates have been reduced to zero, (ii) the final
payment or other liquidation of the last Mortgage Loan in the Trust, (iii) the
Distribution Date in July 2034 and (iv) direction by the Holders of each Class
of Regular Certificates evidencing Percentage Interests aggregating not less
than 100%, with the consent of the Servicers.

         Capitalized terms used herein that are defined in the Agreement shall
have the meanings ascribed to them in the Agreement, and nothing herein shall be
deemed inconsistent with that meaning.




                                     A-10-5

<PAGE>



                                   ASSIGNMENT

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

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

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

Dated:_________________

                                         _____________________________________
                                         Signature by or on behalf of assignor



                                     A-10-6

<PAGE>



                            DISTRIBUTION INSTRUCTIONS

         The assignee should include the following for purposes of distribution:

         Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to_________________________________________________
_______________________________________________________________________________
for the account of_____________________________________________________________
account number___________________, or, if mailed by check, to__________________
_______________________________________________________________________________
Applicable statements should be mailed to______________________________________
_______________________________________________________________________________

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



                                     A-10-7

<PAGE>



                                  EXHIBIT A-11

                         FORM OF CLASS M-7 CERTIFICATES

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUSTEE OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, THE CLASS M-1
CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE CLASS M-3 CERTIFICATE, THE CLASS
M-4 CERTIFICATES, THE CLASS M-5 CERTIFICATES AND THE CLASS M-6 CERTIFICATES TO
THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

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, AS AMENDED (THE "CODE").

NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT (EACH A "PLAN") SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED ("ERISA"), SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE
PROCEDURES DESCRIBED HEREIN.



Certificate No.                                 :     1

Cut-off Date                                    :     August 1, 2004

First Distribution Date                         :     September 27, 2004

Initial Certificate Principal Balance
of this Certificate ("Denomination")            :     $8,526,000.00

Original Class Certificate
Principal Balance of this Class                 :     $8,526,000.00

Percentage Interest                             :     100.00%

Pass-Through Rate                               :     Variable

CUSIP                                           :     83611M BH 0

Class                                           :     M-7

Assumed Maturity Date                           :     July 25, 2034



                                     A-11-1

<PAGE>



                        Soundview Home Loan Trust 2004-1
                           Asset-Backed Certificates,
                                  Series 2004-1
                                    Class M-7

         evidencing the Percentage Interest in the distributions allocable to
         the Certificates of the above-referenced Class with respect to the
         Trust consisting of first lien and second lien adjustable-rate and
         fixed-rate mortgage loans (the "Mortgage Loans")

                 FINANCIAL ASSET SECURITIES CORP., as Depositor

         Principal in respect of this Certificate is distributable monthly as
set forth herein. Accordingly, the Certificate Principal Balance of this Class
M-7 Certificate at any time may be less than the Initial Certificate Principal
Balance set forth on the face hereof, as described herein. This Class M-7
Certificate does not evidence an obligation of, or an interest in, and is not
guaranteed by the Depositor, the Seller, the Servicers, or the Trustee referred
to below or any of their respective affiliates.

         This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Class M-7 Certificate (obtained by
dividing the Denomination of this Class M-7 Certificate by the Original Class
Certificate Principal Balance) in certain monthly distributions with respect to
a Trust consisting primarily of the Mortgage Loans deposited by Financial Asset
Securities Corp. (the "Depositor"). The Trust was created pursuant to a Pooling
and Servicing Agreement dated as of August 1, 2004 (the "Agreement") among the
Depositor, HomEq Servicing Corporation and Saxon Mortgage Services, Inc., as
Servicers (the "Servicers"), and Deutsche Bank National Trust Company, a
national banking association, as trustee (the "Trustee"). To the extent not
defined herein, the capitalized terms used herein have the meanings assigned in
the Agreement. This Class M-7 Certificate issued under and is subject to the
terms, provisions and conditions of the Agreement, to which Agreement the Holder
of this Class M-7 Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.

         Reference is hereby made to the further provisions of this Class M-7
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.

         This Class M-7 Certificate shall not be entitled to any benefit under
the Agreement or be valid for any purpose unless manually countersigned by an
authorized signatory of the Trustee.



                                     A-11-2

<PAGE>



         IN WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this
Certificate to be duly executed.

Dated: August__, 2004

                                    Soundview Home Loan Trust 2004-1

                                    DEUTSCHE BANK NATIONAL TRUST COMPANY,
                                    not in its individual capacity, but solely
                                    as Trustee


                                    By:_______________________________________

This one of the Certificates referenced
in the within-mentioned Agreement


By:____________________________________
         Authorized Signatory of
         Deutsche Bank National Trust Company,
         as Trustee



                                     A-11-3

<PAGE>



                       [Reverse of Class M-7 Certificate]

                        Soundview Home Loan Trust 2004-1
                           Asset-Backed Certificates,
                                  Series 2004-1

         This Certificate is one of a duly authorized issue of Certificates
designated as Soundview Home Loan Trust 2004-1, Asset-Backed Certificates,
Series 2004-1 (herein collectively called the "Certificates"), and representing
a beneficial ownership interest in the Trust created by the Agreement.

         The Certificateholder, by its acceptance of this Certificate, agrees
that it will look solely to the funds on deposit in the Distribution Account 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 thereby, and the rights,
duties and immunities of the Trustee.

         Pursuant to the terms of the Agreement, a distribution will be made on
the 25th day of each month or, if such 25th day is not a Business Day, then the
Business Day immediately following such Distribution Date (the "Distribution
Date"), commencing on the first Distribution Date specified on the face hereof,
to the Person in whose name this Certificate is registered at the close of
business on the applicable Record Date in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount required to be
distributed to Holders of Certificates of the Class to which this Certificate
belongs on such Distribution Date pursuant to the Agreement.

         Distributions on this Certificate shall be made by check or money order
mailed to the address of the person entitled thereto as it appears on the
Certificate Register or by wire transfer or otherwise, as set forth in the
Agreement. The final distribution on each Certificate will be made in like
manner, but only upon presentment and surrender of such Certificate at the
Corporate Trust Office of the Trustee specified in the notice to
Certificateholders of such final distribution.

         The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Trustee and the rights of the Certificateholders under the Agreement at any time
by the Depositor, the Seller, the Servicers and the Trustee and of Holders of
the requisite percentage of the Percentage Interests of each Class of
Certificates affected by such amendment, as specified in the Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange therefor 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 in the Certificate
Register of the Certificate Registrar or offices of the Trustee's Agent upon
surrender of this Certificate for registration of transfer at the Corporate
Trust Office of the Trustee as provided in the Agreement accompanied by a
written instrument of transfer in form satisfactory to the Trustee and the
Certificate Registrar duly executed by the holder hereof or such holder's
attorney duly authorized in writing, and thereupon one or more new Certificates
of the same Class in authorized denominations and evidencing the same aggregate
Percentage Interest in the Trust will be issued to the designated transferee or
transferees.


                                     A-11-4

<PAGE>



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

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

         The Depositor, the Servicers and the Trustee and any agent of the
Depositor, the Servicers or the Trustee 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, the Servicers or any such agent shall be affected by any
notice to the contrary.

         On any Distribution Date following the date at which the remaining
aggregate Stated Principal Balance of the Mortgage Loans is less than 10% of the
aggregate Stated Principal Balance of the Original Mortgage Loans as of the
Cut-off Date, the Terminator may purchase, in whole, from the Trust the Mortgage
Loans at a purchase price determined as provided in the Agreement. In the event
that no such optional termination occurs, the obligations and responsibilities
created by the Agreement will terminate upon notice to the Trustee upon the
earliest of (i) the Distribution Date on which the Certificate Principal
Balances of the Regular Certificates have been reduced to zero, (ii) the final
payment or other liquidation of the last Mortgage Loan in the Trust, (iii) the
Distribution Date in July 2034 and (iv) direction by the Holders of each Class
of Regular Certificates evidencing Percentage Interests aggregating not less
than 100%, with the consent of the Servicers.

         Capitalized terms used herein that are defined in the Agreement shall
have the meanings ascribed to them in the Agreement, and nothing herein shall be
deemed inconsistent with that meaning.




                                     A-11-5

<PAGE>



                                   ASSIGNMENT

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

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

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

Dated:_________________

                                         _____________________________________
                                         Signature by or on behalf of assignor



                                     A-11-6

<PAGE>



                            DISTRIBUTION INSTRUCTIONS

         The assignee should include the following for purposes of distribution:

         Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to_________________________________________________
_______________________________________________________________________________
for the account of_____________________________________________________________
account number___________________, or, if mailed by check, to__________________
_______________________________________________________________________________
Applicable statements should be mailed to______________________________________
_______________________________________________________________________________

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



                                     A-11-7

<PAGE>



                                  EXHIBIT A-12

                         FORM OF CLASS M-8 CERTIFICATES

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUSTEE OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, THE CLASS M-1
CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE CLASS M-3 CERTIFICATE, THE CLASS
M-4 CERTIFICATES, THE CLASS M-5 CERTIFICATES, THE CLASS M-6 CERTIFICATES AND THE
CLASS M-7 CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.

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, AS AMENDED (THE "CODE").

NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT (EACH A "PLAN") SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED ("ERISA"), SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE
PROCEDURES DESCRIBED HEREIN.



Certificate No.                                 :     1

Cut-off Date                                    :     August 1, 2004

First Distribution Date                         :     September 27, 2004

Initial Certificate Principal Balance
of this Certificate ("Denomination")            :     $7,308,000.00

Original Class Certificate
Principal Balance of this Class                 :     $7,308,000.00

Percentage Interest                             :     100.00%

Pass-Through Rate                               :     Variable

CUSIP                                           :     83611M BJ 6

Class                                           :     M-8

Assumed Maturity Date                           :     July 25, 2034



                                     A-12-1

<PAGE>



                        Soundview Home Loan Trust 2004-1
                           Asset-Backed Certificates,
                                  Series 2004-1
                                    Class M-8

         evidencing the Percentage Interest in the distributions allocable to
         the Certificates of the above-referenced Class with respect to the
         Trust consisting of first lien and second lien adjustable-rate and
         fixed-rate mortgage loans (the "Mortgage Loans")

                 FINANCIAL ASSET SECURITIES CORP., as Depositor

         Principal in respect of this Certificate is distributable monthly as
set forth herein. Accordingly, the Certificate Principal Balance of this Class
M-8 Certificate at any time may be less than the Initial Certificate Principal
Balance set forth on the face hereof, as described herein. This Class M-8
Certificate does not evidence an obligation of, or an interest in, and is not
guaranteed by the Depositor, the Seller, the Servicers, or the Trustee referred
to below or any of their respective affiliates.

         This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Class M-8 Certificate (obtained by
dividing the Denomination of this Class M-8 Certificate by the Original Class
Certificate Principal Balance) in certain monthly distributions with respect to
a Trust consisting primarily of the Mortgage Loans deposited by Financial Asset
Securities Corp. (the "Depositor"). The Trust was created pursuant to a Pooling
and Servicing Agreement dated as of August 1, 2004 (the "Agreement") among the
Depositor, HomEq Servicing Corporation and Saxon Mortgage Services, Inc., as
Servicers (the "Servicers"), and Deutsche Bank National Trust Company, a
national banking association, as trustee (the "Trustee"). To the extent not
defined herein, the capitalized terms used herein have the meanings assigned in
the Agreement. This Class M-8 Certificate issued under and is subject to the
terms, provisions and conditions of the Agreement, to which Agreement the Holder
of this Class M-8 Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.

         Reference is hereby made to the further provisions of this Class M-8
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.

         This Class M-8 Certificate shall not be entitled to any benefit under
the Agreement or be valid for any purpose unless manually countersigned by an
authorized signatory of the Trustee.



                                     A-12-2

<PAGE>



         IN WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this
Certificate to be duly executed.

Dated: August__, 2004

                                    Soundview Home Loan Trust 2004-1

                                    DEUTSCHE BANK NATIONAL TRUST COMPANY,
                                    not in its individual capacity, but solely
                                    as Trustee


                                    By:_______________________________________

This one of the Certificates referenced
in the within-mentioned Agreement


By:____________________________________
         Authorized Signatory of
         Deutsche Bank National Trust Company,
         as Trustee



                                     A-12-3

<PAGE>



                       [Reverse of Class M-8 Certificate]

                        Soundview Home Loan Trust 2004-1
                           Asset-Backed Certificates,
                                  Series 2004-1

         This Certificate is one of a duly authorized issue of Certificates
designated as Soundview Home Loan Trust 2004-1, Asset-Backed Certificates,
Series 2004-1 (herein collectively called the "Certificates"), and representing
a beneficial ownership interest in the Trust created by the Agreement.

         The Certificateholder, by its acceptance of this Certificate, agrees
that it will look solely to the funds on deposit in the Distribution Account 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 thereby, and the rights,
duties and immunities of the Trustee.

         Pursuant to the terms of the Agreement, a distribution will be made on
the 25th day of each month or, if such 25th day is not a Business Day, then the
Business Day immediately following such Distribution Date (the "Distribution
Date"), commencing on the first Distribution Date specified on the face hereof,
to the Person in whose name this Certificate is registered at the close of
business on the applicable Record Date in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount required to be
distributed to Holders of Certificates of the Class to which this Certificate
belongs on such Distribution Date pursuant to the Agreement.

         Distributions on this Certificate shall be made by check or money order
mailed to the address of the person entitled thereto as it appears on the
Certificate Register or by wire transfer or otherwise, as set forth in the
Agreement. The final distribution on each Certificate will be made in like
manner, but only upon presentment and surrender of such Certificate at the
Corporate Trust Office of the Trustee specified in the notice to
Certificateholders of such final distribution.

         The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Trustee and the rights of the Certificateholders under the Agreement at any time
by the Depositor, the Seller, the Servicers and the Trustee and of Holders of
the requisite percentage of the Percentage Interests of each Class of
Certificates affected by such amendment, as specified in the Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange therefor 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 in the Certificate
Register of the Certificate Registrar or offices of the Trustee's Agent upon
surrender of this Certificate for registration of transfer at the Corporate
Trust Office of the Trustee as provided in the Agreement accompanied by a
written instrument of transfer in form satisfactory to the Trustee and the
Certificate Registrar duly executed by the holder hereof or such holder's
attorney duly authorized in writing, and thereupon one or more new Certificates
of the same Class in authorized denominations and evidencing the same aggregate
Percentage Interest in the Trust will be issued to the designated transferee or
transferees.


                                     A-12-4

<PAGE>



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

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

         The Depositor, the Servicers and the Trustee and any agent of the
Depositor, the Servicers or the Trustee 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, the Servicers or any such agent shall be affected by any
notice to the contrary.

         On any Distribution Date following the date at which the remaining
aggregate Stated Principal Balance of the Mortgage Loans is less than 10% of the
aggregate Stated Principal Balance of the Original Mortgage Loans as of the
Cut-off Date, the Terminator may purchase, in whole, from the Trust the Mortgage
Loans at a purchase price determined as provided in the Agreement. In the event
that no such optional termination occurs, the obligations and responsibilities
created by the Agreement will terminate upon notice to the Trustee upon the
earliest of (i) the Distribution Date on which the Certificate Principal
Balances of the Regular Certificates have been reduced to zero, (ii) the final
payment or other liquidation of the last Mortgage Loan in the Trust, (iii) the
Distribution Date in July 2034 and (iv) direction by the Holders of each Class
of Regular Certificates evidencing Percentage Interests aggregating not less
than 100%, with the consent of the Servicers.

         Capitalized terms used herein that are defined in the Agreement shall
have the meanings ascribed to them in the Agreement, and nothing herein shall be
deemed inconsistent with that meaning.




                                     A-12-5

<PAGE>



                                   ASSIGNMENT

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

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

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

Dated:_________________

                                         _____________________________________
                                         Signature by or on behalf of assignor



                                     A-12-6

<PAGE>



                            DISTRIBUTION INSTRUCTIONS

         The assignee should include the following for purposes of distribution:

         Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to_________________________________________________
_______________________________________________________________________________
for the account of_____________________________________________________________
account number___________________, or, if mailed by check, to__________________
_______________________________________________________________________________
Applicable statements should be mailed to______________________________________
_______________________________________________________________________________

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



                                     A-12-7

<PAGE>



                                  EXHIBIT A-13

                         FORM OF CLASS M-9 CERTIFICATES

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUSTEE OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, THE CLASS M-1
CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE CLASS M-3 CERTIFICATE, THE CLASS
M-4 CERTIFICATES, THE CLASS M-5 CERTIFICATES, THE CLASS M-6 CERTIFICATES, THE
CLASS M-7 CERTIFICATES AND THE CLASS M-8 CERTIFICATES TO THE EXTENT DESCRIBED IN
THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

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, AS AMENDED (THE "CODE").

NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT (EACH A "PLAN") SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED ("ERISA"), SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE
PROCEDURES DESCRIBED HEREIN.



Certificate No.                                 :     1

Cut-off Date                                    :     August 1, 2004

First Distribution Date                         :     September 27, 2004

Initial Certificate Principal Balance
of this Certificate ("Denomination")            :     $6,090,000.00

Original Class Certificate
Principal Balance of this Class                 :     $6,090,000.00

Percentage Interest                             :     100.00%

Pass-Through Rate                               :     Variable

CUSIP                                           :     83611M BK 3

Class                                           :     M-9

Assumed Maturity Date                           :     July 25, 2034



                                     A-13-1

<PAGE>



                        Soundview Home Loan Trust 2004-1
                           Asset-Backed Certificates,
                                  Series 2004-1
                                    Class M-9

         evidencing the Percentage Interest in the distributions allocable to
         the Certificates of the above-referenced Class with respect to the
         Trust consisting of first lien and second lien adjustable-rate and
         fixed-rate mortgage loans (the "Mortgage Loans")

                 FINANCIAL ASSET SECURITIES CORP., as Depositor

         Principal in respect of this Certificate is distributable monthly as
set forth herein. Accordingly, the Certificate Principal Balance of this Class
M-9 Certificate at any time may be less than the Initial Certificate Principal
Balance set forth on the face hereof, as described herein. This Class M-9
Certificate does not evidence an obligation of, or an interest in, and is not
guaranteed by the Depositor, the Seller, the Servicers, or the Trustee referred
to below or any of their respective affiliates.

         This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Class M-9 Certificate (obtained by
dividing the Denomination of this Class M-9 Certificate by the Original Class
Certificate Principal Balance) in certain monthly distributions with respect to
a Trust consisting primarily of the Mortgage Loans deposited by Financial Asset
Securities Corp. (the "Depositor"). The Trust was created pursuant to a Pooling
and Servicing Agreement dated as of August 1, 2004 (the "Agreement") among the
Depositor, HomEq Servicing Corporation and Saxon Mortgage Services, Inc., as
Servicers (the "Servicers"), and Deutsche Bank National Trust Company, a
national banking association, as trustee (the "Trustee"). To the extent not
defined herein, the capitalized terms used herein have the meanings assigned in
the Agreement. This Class M-9 Certificate issued under and is subject to the
terms, provisions and conditions of the Agreement, to which Agreement the Holder
of this Class M-9 Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.

         Reference is hereby made to the further provisions of this Class M-9
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.

         This Class M-9 Certificate shall not be entitled to any benefit under
the Agreement or be valid for any purpose unless manually countersigned by an
authorized signatory of the Trustee.



                                     A-13-2

<PAGE>



         IN WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this
Certificate to be duly executed.

Dated: August__, 2004

                                    Soundview Home Loan Trust 2004-1

                                    DEUTSCHE BANK NATIONAL TRUST COMPANY,
                                    not in its individual capacity, but solely
                                    as Trustee


                                    By:_______________________________________

This one of the Certificates referenced
in the within-mentioned Agreement


By:____________________________________
         Authorized Signatory of
         Deutsche Bank National Trust Company,
         as Trustee




                                     A-13-3

<PAGE>



                       [Reverse of Class M-9 Certificate]

                        Soundview Home Loan Trust 2004-1
                           Asset-Backed Certificates,
                                  Series 2004-1

         This Certificate is one of a duly authorized issue of Certificates
designated as Soundview Home Loan Trust 2004-1, Asset-Backed Certificates,
Series 2004-1 (herein collectively called the "Certificates"), and representing
a beneficial ownership interest in the Trust created by the Agreement.

         The Certificateholder, by its acceptance of this Certificate, agrees
that it will look solely to the funds on deposit in the Distribution Account 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 thereby, and the rights,
duties and immunities of the Trustee.

         Pursuant to the terms of the Agreement, a distribution will be made on
the 25th day of each month or, if such 25th day is not a Business Day, then the
Business Day immediately following such Distribution Date (the "Distribution
Date"), commencing on the first Distribution Date specified on the face hereof,
to the Person in whose name this Certificate is registered at the close of
business on the applicable Record Date in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount required to be
distributed to Holders of Certificates of the Class to which this Certificate
belongs on such Distribution Date pursuant to the Agreement.

         Distributions on this Certificate shall be made by check or money order
mailed to the address of the person entitled thereto as it appears on the
Certificate Register or by wire transfer or otherwise, as set forth in the
Agreement. The final distribution on each Certificate will be made in like
manner, but only upon presentment and surrender of such Certificate at the
Corporate Trust Office of the Trustee specified in the notice to
Certificateholders of such final distribution.

         The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Trustee and the rights of the Certificateholders under the Agreement at any time
by the Depositor, the Seller, the Servicers and the Trustee and of Holders of
the requisite percentage of the Percentage Interests of each Class of
Certificates affected by such amendment, as specified in the Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange therefor 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 in the Certificate
Register of the Certificate Registrar or offices of the Trustee's Agent upon
surrender of this Certificate for registration of transfer at the Corporate
Trust Office of the Trustee as provided in the Agreement accompanied by a
written instrument of transfer in form satisfactory to the Trustee and the
Certificate Registrar duly executed by the holder hereof or such holder's
attorney duly authorized in writing, and thereupon one or more new Certificates
of the same Class in authorized denominations and evidencing the same aggregate
Percentage Interest in the Trust will be issued to the designated transferee or
transferees.


                                     A-13-4

<PAGE>



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

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

         The Depositor, the Servicers and the Trustee and any agent of the
Depositor, the Servicers or the Trustee 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, the Servicers or any such agent shall be affected by any
notice to the contrary.

         On any Distribution Date following the date at which the remaining
aggregate Stated Principal Balance of the Mortgage Loans is less than 10% of the
aggregate Stated Principal Balance of the Original Mortgage Loans as of the
Cut-off Date, the Terminator may purchase, in whole, from the Trust the Mortgage
Loans at a purchase price determined as provided in the Agreement. In the event
that no such optional termination occurs, the obligations and responsibilities
created by the Agreement will terminate upon notice to the Trustee upon the
earliest of (i) the Distribution Date on which the Certificate Principal
Balances of the Regular Certificates have been reduced to zero, (ii) the final
payment or other liquidation of the last Mortgage Loan in the Trust, (iii) the
Distribution Date in July 2034 and (iv) direction by the Holders of each Class
of Regular Certificates evidencing Percentage Interests aggregating not less
than 100%, with the consent of the Servicers.

         Capitalized terms used herein that are defined in the Agreement shall
have the meanings ascribed to them in the Agreement, and nothing herein shall be
deemed inconsistent with that meaning.



                                     A-13-5

<PAGE>



                                   ASSIGNMENT

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

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

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

Dated:_________________

                                         _____________________________________
                                         Signature by or on behalf of assignor



                                     A-13-6

<PAGE>



                            DISTRIBUTION INSTRUCTIONS

         The assignee should include the following for purposes of distribution:

         Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to_________________________________________________
_______________________________________________________________________________
for the account of_____________________________________________________________
account number___________________, or, if mailed by check, to__________________
_______________________________________________________________________________
Applicable statements should be mailed to______________________________________
_______________________________________________________________________________

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



                                     A-13-7

<PAGE>




                                  EXHIBIT A-14

                         FORM OF CLASS B-1 CERTIFICATES

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUSTEE OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, THE MEZZANINE
CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.

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, AS AMENDED (THE "CODE").

THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "ACT"). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT
REGISTRATION THEREOF UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED
FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH THE
PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT (EACH A "PLAN") SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED ("ERISA"), SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE
PROCEDURES DESCRIBED HEREIN.



                                     A-14-1

<PAGE>




Certificate No.                                 :     1

Cut-off Date                                    :     August 1, 2004

First Distribution Date                         :     September 27, 2004

Initial Certificate Principal Balance
of this Certificate ("Denomination")            :     $7,308,000.00

Original Class Certificate
Principal Balance of this Class                 :     $7,308,000.00

Percentage Interest                             :     100.00%

Pass-Through Rate                               :     Variable

CUSIP                                           :     83611M BL 1

Class                                           :     B-1

Assumed Maturity Date                           :     July 25, 2034



                                     A-14-2

<PAGE>



                        Soundview Home Loan Trust 2004-1
                           Asset-Backed Certificates,
                                  Series 2004-1
                                    Class B-1

         evidencing the Percentage Interest in the distributions allocable to
         the Certificates of the above-referenced Class with respect to the
         Trust consisting of first lien and second lien adjustable rate and
         fixed rate mortgage loans (the "Mortgage Loans")

                 FINANCIAL ASSET SECURITIES CORP., as Depositor

         Principal in respect of this Certificate is distributable monthly as
set forth herein. Accordingly, the Certificate Principal Balance of this Class
B-1 Certificate at any time may be less than the Initial Certificate Principal
Balance set forth on the face hereof, as described herein. This Class B-1
Certificate does not evidence an obligation of, or an interest in, and is not
guaranteed by the Depositor, the Seller, the Servicers, or the Trustee referred
to below or any of their respective affiliates.

         This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Class B-1 Certificate (obtained by
dividing the Denomination of this Class B-1 Certificate by the Original Class
Certificate Principal Balance) in certain monthly distributions with respect to
a Trust consisting primarily of the Mortgage Loans deposited by Financial Asset
Securities Corp. (the "Depositor"). The Trust was created pursuant to a Pooling
and Servicing Agreement dated as of August 1, 2004 (the "Agreement") among the
Depositor, HomEq Servicing Corporation and Saxon Mortgage Services, Inc., as
Servicers (the "Servicers"), and Deutsche Bank National Trust Company, a
national banking association, as trustee (the "Trustee"). To the extent not
defined herein, the capitalized terms used herein have the meanings assigned in
the Agreement. This Class B-1 Certificate issued under and is subject to the
terms, provisions and conditions of the Agreement, to which Agreement the Holder
of this Class B-1 Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.

         No transfer of a Certificate of this Class shall be made unless such
transfer is made pursuant to an effective registration statement under the Act
and any applicable state securities laws or is exempt from the registration
requirements under said Act and such laws. In the event that a transfer is to be
made in reliance upon an exemption from the Act and such laws, in order to
assure compliance with the Act and such laws, the Certificateholder desiring to
effect such transfer and such Certificateholder's prospective transferee shall
each certify to the Trustee and the Depositor in writing the facts surrounding
the transfer. In the event that such a transfer is not to be made pursuant to
Rule 144A of the Act, there shall be delivered to the Trustee and the Depositor
of an Opinion of Counsel that such transfer may be made pursuant to an exemption
from the Act, which Opinion of Counsel shall not be obtained at the expense of
the Trustee, the Servicers or the Depositor; or there shall be delivered to the
Trustee and the Depositor a transferor certificate by the transferor and an
investment letter shall be executed by the transferee. The Holder hereof
desiring to effect such transfer shall, and does hereby agree to, indemnify the
Trustee and the Depositor 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 to a Plan subject to ERISA or Section
4975 of the Code, any Person acting, directly or indirectly, on behalf of any
such Plan or any person using Plan Assets to acquire this Certificate shall be
made except in accordance with Section 5.02(d) of the Agreement.

         Reference is hereby made to the further provisions of this Class B-1
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.



                                     A-14-3

<PAGE>



         This Class B-1 Certificate shall not be entitled to any benefit under
the Agreement or be valid for any purpose unless manually countersigned by an
authorized signatory of the Trustee.



                                     A-14-4

<PAGE>



         IN WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this
Certificate to be duly executed.

Dated: August __, 2004

                                    Soundview Home Loan Trust 2004-1

                                    By: DEUTSCHE BANK NATIONAL TRUST COMPANY,
                                    not in its individual capacity, but solely
                                    as Trustee

                                    By_______________________________________

This one of the Certificates
referenced in the within-mentioned Agreement

By____________________________________
         Authorized Signatory of
         Deutsche Bank National Trust Company,
         as Trustee




<PAGE>



                       [Reverse of Class B-1 Certificate]

                        Soundview Home Loan Trust 2004-1
                           Asset-Backed Certificates,
                                  Series 2004-1

         This Certificate is one of a duly authorized issue of Certificates
designated as Soundview Home Loan Trust 2004-1, Asset-Backed Certificates,
Series 2004-1 (herein collectively called the "Certificates"), and representing
a beneficial ownership interest in the Trust created by the Agreement.

         The Certificateholder, by its acceptance of this Certificate, agrees
that it will look solely to the funds on deposit in the Distribution Account 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 thereby, and the rights,
duties and immunities of the Trustee.

         Pursuant to the terms of the Agreement, a distribution will be made on
the 25th day of each month or, if such 25th day is not a Business Day, then the
Business Day immediately following such Distribution Date (the "Distribution
Date"), commencing on the first Distribution Date specified on the face hereof,
to the Person in whose name this Certificate is registered at the close of
business on the applicable Record Date in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount required to be
distributed to Holders of Certificates of the Class to which this Certificate
belongs on such Distribution Date pursuant to the Agreement.

         Distributions on this Certificate shall be made by check or money order
mailed to the address of the person entitled thereto as it appears on the
Certificate Register or by wire transfer or otherwise, as set forth in the
Agreement. The final distribution on each Certificate will be made in like
manner, but only upon presentment and surrender of such Certificate at the
Corporate Trust Office of the Trustee specified in the notice to
Certificateholders of such final distribution.

         The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Trustee and the rights of the Certificateholders under the Agreement at any time
by the Depositor, the Seller, the Servicers and the Trustee and of Holders of
the requisite percentage of the Percentage Interests of each Class of
Certificates affected by such amendment, as specified in the Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange therefor 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 in the Certificate
Register of the Certificate Registrar or offices of the Trustee's Agent upon
surrender of this Certificate for registration of transfer at the Corporate
Trust Office of the Trustee accompanied by a written instrument of transfer in
form satisfactory to the Trustee and the Certificate Registrar duly executed by
the holder hereof or such holder's attorney duly authorized in writing, and
thereupon one or more new Certificates of the same Class in authorized
denominations and evidencing the same aggregate Percentage Interest in the Trust
will be issued to the designated transferee or transferees.



                                     A-14-6

<PAGE>



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

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

         The Depositor, the Servicers and the Trustee and any agent of the
Depositor, the Servicers or the Trustee 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, the Servicers or any such agent shall be affected by any
notice to the contrary.

         On any Distribution Date following the date at which the remaining
aggregate Stated Principal Balance of the Mortgage Loans is less than 10% of the
aggregate Stated Principal Balance of the Original Mortgage Loans as of the
Cut-off Date, the Terminator may purchase, in whole, from the Trust the Mortgage
Loans at a purchase price determined as provided in the Agreement. In the event
that no such optional termination occurs, the obligations and responsibilities
created by the Agreement will terminate upon notice to the Trustee upon the
earliest of (i) the Distribution Date on which the Certificate Principal
Balances of the Regular Certificates have been reduced to zero, (ii) the final
payment or other liquidation of the last Mortgage Loan in the Trust, (iii) the
Distribution Date in July 2034 and (iv) direction by the Holders of each Class
of Regular Certificates evidencing Percentage Interests aggregating not less
than 100%, with the consent of the Servicers.

         Capitalized terms used herein that are defined in the Agreement shall
have the meanings ascribed to them in the Agreement, and nothing herein shall be
deemed inconsistent with that meaning.




                                     A-14-7

<PAGE>



                                   ASSIGNMENT

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

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

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

Dated:_________________

                                         _____________________________________
                                         Signature by or on behalf of assignor



                                     A-14-8

<PAGE>



                            DISTRIBUTION INSTRUCTIONS

         The assignee should include the following for purposes of distribution:

         Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to_________________________________________________
_______________________________________________________________________________
for the account of_____________________________________________________________
account number___________________, or, if mailed by check, to__________________
_______________________________________________________________________________
Applicable statements should be mailed to______________________________________
_______________________________________________________________________________

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



                                     A-14-9

<PAGE>



                                  EXHIBIT A-15

                         FORM OF CLASS B-2 CERTIFICATES

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUSTEE OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, THE MEZZANINE
CERTIFICATES [AND THE CLASS B-1 CERTIFICATES] TO THE EXTENT DESCRIBED IN THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

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, AS AMENDED (THE "CODE").

THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "ACT"). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT
REGISTRATION THEREOF UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED
FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH THE
PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT (EACH A "PLAN") SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED ("ERISA"), SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE
PROCEDURES DESCRIBED HEREIN.



                                     A-15-1

<PAGE>




Certificate No.                                 :     1

Cut-off Date                                    :     August 1, 2004

First Distribution Date                         :     September 27, 2004

Initial Certificate Principal Balance
of this Certificate ("Denomination")            :     $6,090,000.00

Original Class Certificate
Principal Balance of this Class                 :     $6,090,000.00

Percentage Interest                             :     100.00%

Pass-Through Rate                               :     Variable

CUSIP                                           :     83611M BM  9

Class                                           :     B-2

Assumed Maturity Date                           :     July 25, 2034



                                     A-15-2

<PAGE>



                        Soundview Home Loan Trust 2004-1
                           Asset-Backed Certificates,
                                  Series 2004-1
                                    Class B-2

         evidencing the Percentage Interest in the distributions allocable to
         the Certificates of the above-referenced Class with respect to the
         Trust consisting of first lien and second lien adjustable rate and
         fixed rate mortgage loans (the "Mortgage Loans")

                 FINANCIAL ASSET SECURITIES CORP., as Depositor

         Principal in respect of this Certificate is distributable monthly as
set forth herein. Accordingly, the Certificate Principal Balance of this Class
B-2 Certificate at any time may be less than the Initial Certificate Principal
Balance set forth on the face hereof, as described herein. This Class B-2
Certificate does not evidence an obligation of, or an interest in, and is not
guaranteed by the Depositor, the Seller, the Servicers, or the Trustee referred
to below or any of their respective affiliates.

         This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Class B-2 Certificate (obtained by
dividing the Denomination of this Class B-2 Certificate by the Original Class
Certificate Principal Balance) in certain monthly distributions with respect to
a Trust consisting primarily of the Mortgage Loans deposited by Financial Asset
Securities Corp. (the "Depositor"). The Trust was created pursuant to a Pooling
and Servicing Agreement dated as of August 1, 2004 (the "Agreement") among the
Depositor, HomEq Servicing Corporation and Saxon Mortgage Services, Inc., as
Servicers (the "Servicers"), and Deutsche Bank National Trust Company, a
national banking association, as trustee (the "Trustee"). To the extent not
defined herein, the capitalized terms used herein have the meanings assigned in
the Agreement. This Class B-2 Certificate issued under and is subject to the
terms, provisions and conditions of the Agreement, to which Agreement the Holder
of this Class B-2 Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.

         No transfer of a Certificate of this Class shall be made unless such
transfer is made pursuant to an effective registration statement under the Act
and any applicable state securities laws or is exempt from the registration
requirements under said Act and such laws. In the event that a transfer is to be
made in reliance upon an exemption from the Act and such laws, in order to
assure compliance with the Act and such laws, the Certificateholder desiring to
effect such transfer and such Certificateholder's prospective transferee shall
each certify to the Trustee and the Depositor in writing the facts surrounding
the transfer. In the event that such a transfer is not to be made pursuant to
Rule 144A of the Act, there shall be delivered to the Trustee and the Depositor
of an Opinion of Counsel that such transfer may be made pursuant to an exemption
from the Act, which Opinion of Counsel shall not be obtained at the expense of
the Trustee, the Servicers or the Depositor; or there shall be delivered to the
Trustee and the Depositor a transferor certificate by the transferor and an
investment letter shall be executed by the transferee. The Holder hereof
desiring to effect such transfer shall, and does hereby agree to, indemnify the
Trustee and the Depositor 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 to a Plan subject to ERISA or Section
4975 of the Code, any Person acting, directly or indirectly, on behalf of any
such Plan or any person using Plan Assets to acquire this Certificate shall be
made except in accordance with Section 5.02(d) of the Agreement.

         Reference is hereby made to the further provisions of this Class B-2
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.



                                     A-15-3

<PAGE>



         This Class B-2 Certificate shall not be entitled to any benefit under
the Agreement or be valid for any purpose unless manually countersigned by an
authorized signatory of the Trustee.




                                     A-15-4

<PAGE>



         IN WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this
Certificate to be duly executed.

Dated: August __, 2004

                                    Soundview Home Loan Trust 2004-1

                                    By: DEUTSCHE BANK NATIONAL TRUST COMPANY,
                                    not in its individual capacity, but solely
                                    as Trustee

                                    By_______________________________________

This one of the Certificates
referenced in the within-mentioned Agreement

By____________________________________
         Authorized Signatory of
         Deutsche Bank National Trust Company,
         as Trustee




<PAGE>



                       [Reverse of Class B-2 Certificate]

                        Soundview Home Loan Trust 2004-1
                           Asset-Backed Certificates,
                                  Series 2004-1

         This Certificate is one of a duly authorized issue of Certificates
designated as Soundview Home Loan Trust 2004-1, Asset-Backed Certificates,
Series 2004-1 (herein collectively called the "Certificates"), and representing
a beneficial ownership interest in the Trust created by the Agreement.

         The Certificateholder, by its acceptance of this Certificate, agrees
that it will look solely to the funds on deposit in the Distribution Account 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 thereby, and the rights,
duties and immunities of the Trustee.

         Pursuant to the terms of the Agreement, a distribution will be made on
the 25th day of each month or, if such 25th day is not a Business Day, then the
Business Day immediately following such Distribution Date (the "Distribution
Date"), commencing on the first Distribution Date specified on the face hereof,
to the Person in whose name this Certificate is registered at the close of
business on the applicable Record Date in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount required to be
distributed to Holders of Certificates of the Class to which this Certificate
belongs on such Distribution Date pursuant to the Agreement.

         Distributions on this Certificate shall be made by check or money order
mailed to the address of the person entitled thereto as it appears on the
Certificate Register or by wire transfer or otherwise, as set forth in the
Agreement. The final distribution on each Certificate will be made in like
manner, but only upon presentment and surrender of such Certificate at the
Corporate Trust Office of the Trustee specified in the notice to
Certificateholders of such final distribution.

         The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Trustee and the rights of the Certificateholders under the Agreement at any time
by the Depositor, the Seller, the Servicers and the Trustee and of Holders of
the requisite percentage of the Percentage Interests of each Class of
Certificates affected by such amendment, as specified in the Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange therefor 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 in the Certificate
Register of the Certificate Registrar or offices of the Trustee's Agent upon
surrender of this Certificate for registration of transfer at the Corporate
Trust Office of the Trustee accompanied by a written instrument of transfer in
form satisfactory to the Trustee and the Certificate Registrar duly executed by
the holder hereof or such holder's attorney duly authorized in writing, and
thereupon one or more new Certificates of the same Class in authorized
denominations and evidencing the same aggregate Percentage Interest in the Trust
will be issued to the designated transferee or transferees.



                                     A-15-6

<PAGE>



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

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

         The Depositor, the Servicers and the Trustee and any agent of the
Depositor, the Servicers or the Trustee 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, the Servicers or any such agent shall be affected by any
notice to the contrary.

         On any Distribution Date following the date at which the remaining
aggregate Stated Principal Balance of the Mortgage Loans is less than 10% of the
aggregate Stated Principal Balance of the Original Mortgage Loans as of the
Cut-off Date, the Terminator may purchase, in whole, from the Trust the Mortgage
Loans at a purchase price determined as provided in the Agreement. In the event
that no such optional termination occurs, the obligations and responsibilities
created by the Agreement will terminate upon notice to the Trustee upon the
earliest of (i) the Distribution Date on which the Certificate Principal
Balances of the Regular Certificates have been reduced to zero, (ii) the final
payment or other liquidation of the last Mortgage Loan in the Trust, (iii) the
Distribution Date in July 2034 and (iv) direction by the Holders of each Class
of Regular Certificates evidencing Percentage Interests aggregating not less
than 100%, with the consent of the Servicers.

         Capitalized terms used herein that are defined in the Agreement shall
have the meanings ascribed to them in the Agreement, and nothing herein shall be
deemed inconsistent with that meaning.




                                     A-15-7

<PAGE>



                                   ASSIGNMENT

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

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

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

Dated:_________________

                                         _____________________________________
                                         Signature by or on behalf of assignor



                                     A-15-8

<PAGE>



                            DISTRIBUTION INSTRUCTIONS

         The assignee should include the following for purposes of distribution:

         Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to_________________________________________________
_______________________________________________________________________________
for the account of_____________________________________________________________
account number___________________, or, if mailed by check, to__________________
_______________________________________________________________________________
Applicable statements should be mailed to______________________________________
_______________________________________________________________________________

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



                                     A-15-9

<PAGE>



                                  EXHIBIT A-16

                          FORM OF CLASS C CERTIFICATES

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, AS AMENDED (THE "CODE").

THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "ACT"). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT
REGISTRATION THEREOF UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED
FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH THE
PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, THE MEZZANINE
CERTIFICATES AND THE CLASS B CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT (EACH A "PLAN") SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED ("ERISA"), SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE
PROCEDURES DESCRIBED HEREIN.


Certificate No.                                 :     1

Cut-off Date                                    :     August 1, 2004

First Distribution Date                         :     September 27, 2004

Initial Certificate Principal Balance
of this Certificate ("Denomination")            :     $9,987,858.39

Original Class Certificate
Principal Balance of this Class                 :     $9,987,858.39

Percentage Interest                             :     100.00%

Class                                           :     C



                                     A-16-1

<PAGE>



                        Soundview Home Loan Trust 2004-1
                           Asset-Backed Certificates,
                                  Series 2004-1
                                     Class C

         evidencing the Percentage Interest in the distributions allocable to
         the Certificates of the above-referenced Class with respect to the
         Trust consisting of first lien and second lien adjustable-rate and
         fixed-rate mortgage loans (the "Mortgage Loans")

                 FINANCIAL ASSET SECURITIES CORP., as Depositor

         Principal in respect of this Certificate is distributable monthly as
set forth herein. Accordingly, the Certificate Principal Balance of this Class C
Certificate at any time may be less than the Initial Certificate Principal
Balance set forth on the face hereof, as described herein. This Class C
Certificate does not evidence an obligation of, or an interest in, and is not
guaranteed by the Depositor, the Seller, the Servicers, or the Trustee referred
to below or any of their respective affiliates.

         This certifies that Greenwich Capital Financial Products, Inc. is the
registered owner of the Percentage Interest evidenced by this Class C
Certificate (obtained by dividing the Denomination of this Class C Certificate
by the Original Class Certificate Principal Balance) in certain distributions
with respect to a Trust consisting primarily of the Mortgage Loans deposited by
Financial Asset Securities Corp. (the "Depositor"). The Trust was created
pursuant to a Pooling and Servicing Agreement dated as of August 1, 2004 (the
"Agreement") among the Depositor, HomEq Servicing Corporation and Saxon Mortgage
Services, Inc., as Servicers (the "Servicers"), and Deutsche Bank National Trust
Company, a national banking association, as trustee (the "Trustee"). To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Agreement. This Class C Certificate issued under and is subject
to the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Class C Certificate by virtue of the acceptance hereof assents
and by which such Holder is bound.

         No transfer of a Certificate of this Class shall be made unless such
transfer is made pursuant to an effective registration statement under the Act
and any applicable state securities laws or is exempt from the registration
requirements under said Act and such laws. In the event that a transfer is to be
made in reliance upon an exemption from the Act and such laws, in order to
assure compliance with the Act and such laws, the Certificateholder desiring to
effect such transfer and such Certificateholder's prospective transferee shall
each certify to the Trustee and the Depositor in writing the facts surrounding
the transfer. In the event that such a transfer is not to be made pursuant to
Rule 144A of the Act, there shall be delivered to the Trustee and the Depositor
of an Opinion of Counsel that such transfer may be made pursuant to an exemption
from the Act, which Opinion of Counsel shall not be obtained at the expense of
the Trustee, the Servicers or the Depositor; or there shall be delivered to the
Trustee and the Depositor a transferor certificate by the transferor and an
investment letter shall be executed by the transferee. The Holder hereof
desiring to effect such transfer shall, and does hereby agree to, indemnify the
Trustee and the Depositor 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 to a Plan subject to ERISA or Section
4975 of the Code, any Person acting, directly or indirectly, on behalf of any
such Plan or any person using Plan Assets to acquire this Certificate shall be
made except in accordance with Section 5.02(d) of the Agreement.

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



                                     A-16-2

<PAGE>



         This Class C Certificate shall not be entitled to any benefit under the
Agreement or be valid for any purpose unless manually countersigned by an
authorized signatory of the Trustee.



                                     A-16-3

<PAGE>



         IN WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this
Certificate to be duly executed.

Dated: August__, 2004

                                    Soundview Home Loan Trust 2004-1

                                    DEUTSCHE BANK NATIONAL TRUST COMPANY,
                                    not in its individual capacity, but solely
                                    as Trustee


                                    By:_______________________________________

This one of the Certificates referenced
in the within-mentioned Agreement


By:__________________________________________
         Authorized Signatory of
         Deutsche Bank National Trust Company,
         as Trustee



                                     A-16-4

<PAGE>



                        [Reverse of Class C Certificate]

                        Soundview Home Loan Trust 2004-1
                           Asset-Backed Certificates,
                                  Series 2004-1

         This Certificate is one of a duly authorized issue of Certificates
designated as Soundview Home Loan Trust 2004-1, Asset-Backed Certificates,
Series 2004-1 (herein collectively called the "Certificates"), and representing
a beneficial ownership interest in the Trust created by the Agreement.

         The Certificateholder, by its acceptance of this Certificate, agrees
that it will look solely to the funds on deposit in the Distribution Account 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 thereby, and the rights,
duties and immunities of the Trustee.

         Pursuant to the terms of the Agreement, a distribution will be made on
the 25th day of each month or, if such 25th day is not a Business Day, then the
Business Day immediately following such Distribution Date (the "Distribution
Date"), commencing on the first Distribution Date specified on the face hereof,
to the Person in whose name this Certificate is registered at the close of
business on the applicable Record Date in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount required to be
distributed to Holders of Certificates of the Class to which this Certificate
belongs on such Distribution Date pursuant to the Agreement.

         Distributions on this Certificate shall be made by check or money order
mailed to the address of the person entitled thereto as it appears on the
Certificate Register or by wire transfer or otherwise, as set forth in the
Agreement. The final distribution on each Certificate will be made in like
manner, but only upon presentment and surrender of such Certificate at the
Corporate Trust Office of the Trustee specified in the notice to
Certificateholders of such final distribution.

         The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Trustee and the rights of the Certificateholders under the Agreement at any time
by the Depositor, the Seller, the Servicers and the Trustee and of Holders of
the requisite percentage of the Percentage Interests of each Class of
Certificates affected by such amendment, as specified in the Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange therefor 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 in the Certificate
Register of the Certificate Registrar or offices of the Trustee's Agent upon
surrender of this Certificate for registration of transfer at the Corporate
Trust Office of the Trustee as provided in the Agreement accompanied by a
written instrument of transfer in form satisfactory to the Trustee and the
Certificate Registrar duly executed by the holder hereof or such holder's
attorney duly authorized in writing, and thereupon one or more new Certificates
of the same Class in authorized denominations and evidencing the same aggregate
Percentage Interest in the Trust will be issued to the designated transferee or
transferees.


                                     A-16-5

<PAGE>



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

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

         The Depositor, the Servicers and the Trustee and any agent of the
Depositor, the Servicers or the Trustee 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, the Servicers or any such agent shall be affected by any
notice to the contrary.

         On any Distribution Date following the date at which the remaining
aggregate Stated Principal Balance of the Mortgage Loans is less than 10% of the
aggregate Stated Principal Balance of the Original Mortgage Loans as of the
Cut-off Date, the Terminator may purchase, in whole, from the Trust the Mortgage
Loans at a purchase price determined as provided in the Agreement. In the event
that no such optional termination occurs, the obligations and responsibilities
created by the Agreement will terminate upon notice to the Trustee upon the
earliest of (i) the Distribution Date on which the Certificate Principal
Balances of the Regular Certificates have been reduced to zero, (ii) the final
payment or other liquidation of the last Mortgage Loan in the Trust, (iii) the
Distribution Date in July 2034 and (iv) direction by the Holders of each Class
of Regular Certificates evidencing Percentage Interests aggregating not less
than 100%, with the consent of the Servicers.

         Capitalized terms used herein that are defined in the Agreement shall
have the meanings ascribed to them in the Agreement, and nothing herein shall be
deemed inconsistent with that meaning.




                                     A-16-6

<PAGE>



                                   ASSIGNMENT

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

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

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

Dated:_________________

                                         _____________________________________
                                         Signature by or on behalf of assignor



                                     A-16-7

<PAGE>



                            DISTRIBUTION INSTRUCTIONS

         The assignee should include the following for purposes of distribution:

         Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to_________________________________________________
_______________________________________________________________________________
for the account of_____________________________________________________________
account number___________________, or, if mailed by check, to__________________
_______________________________________________________________________________
Applicable statements should be mailed to______________________________________
_______________________________________________________________________________

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



                                     A-16-8

<PAGE>



                                  EXHIBIT A-17

                           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, AS AMENDED (THE "CODE").

THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "ACT"). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT
REGISTRATION THEREOF UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED
FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH THE
PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT (EACH A "PLAN") SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED ("ERISA"), SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE
PROCEDURES DESCRIBED HEREIN.


Certificate No.                                 :     1

Cut-off Date                                    :     August 1, 2004

First Distribution Date                         :     September 27, 2004

Initial Certificate Principal Balance
of this Certificate ("Denomination")            :     $100.00

Original Class Certificate
Principal Balance of this Class                 :     $100.00

Percentage Interest                             :     100.00%

Class                                           :     P



                                     A-17-1

<PAGE>



                        Soundview Home Loan Trust 2004-1
                           Asset-Backed Certificates,
                                  Series 2004-1
                                     Class P

         evidencing the Percentage Interest in the distributions allocable to
         the Certificates of the above-referenced Class with respect to the
         Trust consisting of first lien and second lien adjustable-rate and
         fixed-rate mortgage loans (the "Mortgage Loans")

                 FINANCIAL ASSET SECURITIES CORP., as Depositor

         Principal in respect of this Certificate is distributable monthly as
set forth herein. Accordingly, the Certificate Principal Balance of this Class P
Certificate at any time may be less than the Initial Certificate Principal
Balance set forth on the face hereof, as described herein. This Class P
Certificate does not evidence an obligation of, or an interest in, and is not
guaranteed by the Depositor, the Seller, the Servicers, or the Trustee referred
to below or any of their respective affiliates.

         This certifies that Greenwich Capital Financial Products, Inc. is the
registered owner of the Percentage Interest evidenced by this Class P
Certificate (obtained by dividing the Denomination of this Class P Certificate
by the Original Class Certificate Principal Balance) in certain distributions
with respect to a Trust consisting primarily of the Mortgage Loans deposited by
Financial Asset Securities Corp. (the "Depositor"). The Trust was created
pursuant to a Pooling and Servicing Agreement dated as of August 1, 2004 (the
"Agreement") among the Depositor, HomEq Servicing Corporation and Saxon Mortgage
Services, Inc., as Servicers (the "Servicers"), and Deutsche Bank National Trust
Company, as trustee (the "Trustee"). To the extent not defined herein, the
capitalized terms used herein have the meanings assigned in the Agreement. This
Class P Certificate issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Class P
Certificate by virtue of the acceptance hereof assents and by which such Holder
is bound.

         This Certificate does not have a pass-through rate and will be entitled
to distributions only to the extent set forth in the Agreement.

         No transfer of a Certificate of this Class shall be made unless such
transfer is made pursuant to an effective registration statement under the Act
and any applicable state securities laws or is exempt from the registration
requirements under said Act and such laws. In the event that a transfer is to be
made in reliance upon an exemption from the Act and such laws, in order to
assure compliance with the Act and such laws, the Certificateholder desiring to
effect such transfer and such Certificateholder's prospective transferee shall
each certify to the Trustee and the Depositor in writing the facts surrounding
the transfer. In the event that such a transfer is not to be made pursuant to
Rule 144A of the Act, there shall be delivered to the Trustee and the Depositor
of an Opinion of Counsel that such transfer may be made pursuant to an exemption
from the Act, which Opinion of Counsel shall not be obtained at the expense of
the Trustee, the Servicers or the Depositor; or there shall be delivered to the
Trustee and the Depositor a transferor certificate by the transferor and an
investment letter shall be executed by the transferee. The Holder hereof
desiring to effect such transfer shall, and does hereby agree to, indemnify the
Trustee and the Depositor 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 to a Plan subject to ERISA or Section
4975 of the Code, any Person acting, directly or indirectly, on behalf of any
such Plan or any person using Plan Assets to acquire this Certificate shall be
made except in accordance with Section 5.02(d) of the Agreement.



                                     A-17-2

<PAGE>



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

         This Class P Certificate shall not be entitled to any benefit under the
Agreement or be valid for any purpose unless manually countersigned by an
authorized signatory of the Trustee.




                                     A-17-3

<PAGE>



         IN WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this
Certificate to be duly executed.

Dated: August__, 2004

                                    Soundview Home Loan Trust 2004-1

                                    DEUTSCHE BANK NATIONAL TRUST COMPANY,
                                    not in its individual capacity, but solely
                                    as Trustee


                                    By:_______________________________________

This one of the Certificates referenced
in the within-mentioned Agreement


By:__________________________________________
         Authorized Signatory of
         Deutsche Bank National Trust Company,
         as Trustee



<PAGE>



                        [Reverse of Class P Certificate]

                        Soundview Home Loan Trust 2004-1
                           Asset-Backed Certificates,
                                  Series 2004-1

         This Certificate is one of a duly authorized issue of Certificates
designated as Soundview Home Loan Trust 2004-1, Asset-Backed Certificates,
Series 2004-1 (herein collectively called the "Certificates"), and representing
a beneficial ownership interest in the Trust created by the Agreement.

         The Certificateholder, by its acceptance of this Certificate, agrees
that it will look solely to the funds on deposit in the Distribution Account 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 thereby, and the rights,
duties and immunities of the Trustee.

         Pursuant to the terms of the Agreement, a distribution will be made on
the 25th day of each month or, if such 25th day is not a Business Day, then the
Business Day immediately following such Distribution Date (the "Distribution
Date"), commencing on the first Distribution Date specified on the face hereof,
to the Person in whose name this Certificate is registered at the close of
business on the applicable Record Date in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount required to be
distributed to Holders of Certificates of the Class to which this Certificate
belongs on such Distribution Date pursuant to the Agreement.

         Distributions on this Certificate shall be made by check or money order
mailed to the address of the person entitled thereto as it appears on the
Certificate Register or by wire transfer or otherwise, as set forth in the
Agreement. The final distribution on each Certificate will be made in like
manner, but only upon presentment and surrender of such Certificate at the
Corporate Trust Office of the Trustee specified in the notice to
Certificateholders of such final distribution.

         The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Trustee and the rights of the Certificateholders under the Agreement at any time
by the Depositor, the Seller, the Servicers and the Trustee and of Holders of
the requisite percentage of the Percentage Interests of each Class of
Certificates affected by such amendment, as specified in the Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange therefor 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 in the Certificate
Register of the Certificate Registrar or offices of the Trustee's Agent upon
surrender of this Certificate for registration of transfer at the Corporate
Trust Office of the Trustee accompanied by a written instrument of transfer in
form satisfactory to the Trustee and the Certificate Registrar duly executed by
the holder hereof or such holder's attorney duly authorized in writing, and
thereupon one or more new Certificates of the same Class in authorized
denominations and evidencing the same aggregate Percentage Interest in the Trust
will be issued to the designated transferee or transferees.



                                     A-17-5

<PAGE>



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

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

         The Depositor, the Servicers and the Trustee and any agent of the
Depositor, the Servicers or the Trustee 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, the Servicers or any such agent shall be affected by any
notice to the contrary.

         On any Distribution Date following the date at which the remaining
aggregate Stated Principal Balance of the Mortgage Loans is less than 10% of the
aggregate Stated Principal Balance of the Original Mortgage Loans as of the
Cut-off Date, the Terminator may purchase, in whole, from the Trust the Mortgage
Loans at a purchase price determined as provided in the Agreement. In the event
that no such optional termination occurs, the obligations and responsibilities
created by the Agreement will terminate upon notice to the Trustee upon the
earliest of (i) the Distribution Date on which the Certificate Principal
Balances of the Regular Certificates have been reduced to zero, (ii) the final
payment or other liquidation of the last Mortgage Loan in the Trust, (iii) the
Distribution Date in July 2034 and (iv) direction by the Holders of each Class
of Regular Certificates evidencing Percentage Interests aggregating not less
than 100%, with the consent of the Servicers.

         Capitalized terms used herein that are defined in the Agreement shall
have the meanings ascribed to them in the Agreement, and nothing herein shall be
deemed inconsistent with that meaning.




                                     A-17-6

<PAGE>



                                   ASSIGNMENT

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

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

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

Dated:_________________

                                         _____________________________________
                                         Signature by or on behalf of assignor



                                     A-17-7

<PAGE>



                            DISTRIBUTION INSTRUCTIONS

         The assignee should include the following for purposes of distribution:

         Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to_________________________________________________
_______________________________________________________________________________
for the account of_____________________________________________________________
account number___________________, or, if mailed by check, to__________________
_______________________________________________________________________________
Applicable statements should be mailed to______________________________________
_______________________________________________________________________________

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



                                     A-17-8

<PAGE>



                                  EXHIBIT A-18

                          FORM OF CLASS R CERTIFICATES

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, AS AMENDED (THE "CODE").

THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "ACT"). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT
REGISTRATION THEREOF UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED
FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH THE
PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.

THIS CLASS R CERTIFICATE HAS NO PRINCIPAL BALANCE, DOES NOT BEAR INTEREST AND
WILL NOT RECEIVE ANY DISTRIBUTIONS EXCEPT AS PROVIDED HEREIN.

NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE
PROPOSED TRANSFEREE DELIVERS TO THE TRUSTEE A TRANSFER AFFIDAVIT IN ACCORDANCE
WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT (EACH A "PLAN") SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED ("ERISA"), SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE
PROCEDURES DESCRIBED HEREIN.


Certificate No.                                 :     1

Cut-off Date                                    :     August 1, 2004

First Distribution Date                         :     September 27, 2004

Percentage Interest                             :     100%

Class                                           :      R



                                     A-18-1

<PAGE>



                        Soundview Home Loan Trust 2004-1
                           Asset-Backed Certificates,
                                  Series 2004-1
                                     Class R

         evidencing the Percentage Interest in the distributions allocable to
         the Certificates of the above-referenced Class with respect to the
         Trust consisting primarily of a pool of first lien and second lien
         adjustable-rate and fixed-rate mortgage loans (the "Mortgage Loans")

                 FINANCIAL ASSET SECURITIES CORP., as Depositor

         This Certificate does not evidence an obligation of, or an interest in,
and is not guaranteed by the Depositor, the Seller, the Servicers or the Trustee
referred to below or any of their respective affiliates.

         This certifies that Greenwich Capital Markets, Inc. is the registered
owner of the Percentage Interest evidenced by this Certificate specified above
in the interest represented by all Certificates of the Class to which this
Certificate belongs in a Trust consisting primarily of the Mortgage Loans
deposited by Financial Asset Securities Corp. (the "Depositor"). The Trust was
created pursuant to a Pooling and Servicing Agreement dated as of August 1, 2004
(the "Agreement") among the Depositor, HomEq Servicing Corporation and Saxon
Mortgage Services, Inc., as Servicers (the "Servicers"), and Deutsche Bank
National Trust Company, a national banking association, as trustee (the
"Trustee"). To the extent not defined herein, the capitalized terms used herein
have the meanings assigned in the Agreement. This Certificate issued under and
is subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.

         This Certificate does not have a principal balance or pass-through rate
and will be entitled to distributions only to the extent set forth in the
Agreement. In addition, any distribution of the proceeds of any remaining assets
of the Trust will be made only upon presentment and surrender of this
Certificate at the Corporate Trust Office or the office or agency maintained by
the Trustee.

         No transfer of a Certificate of this Class shall be made unless such
transfer is made pursuant to an effective registration statement under the Act
and any applicable state securities laws or is exempt from the registration
requirements under said Act and such laws. In the event that a transfer is to be
made in reliance upon an exemption from the Act and such laws, in order to
assure compliance with the Act and such laws, the Certificateholder desiring to
effect such transfer and such Certificateholder's prospective transferee shall
each certify to the Trustee and the Depositor in writing the facts surrounding
the transfer. In the event that such a transfer is not to be made pursuant to
Rule 144A of the Act, there shall be delivered to the Trustee and the Depositor
of an Opinion of Counsel that such transfer may be made pursuant to an exemption
from the Act, which Opinion of Counsel shall not be obtained at the expense of
the Trustee, the Servicers or the Depositor; or there shall be delivered to the
Trustee and the Depositor a transferor certificate by the transferor and an
investment letter shall be executed by the transferee. The Holder hereof
desiring to effect such transfer shall, and does hereby agree to, indemnify the
Trustee and the Depositor 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 to a Plan subject to ERISA or Section
4975 of the Code, any Person acting, directly or indirectly, on behalf of any
such Plan or any person using Plan Assets to acquire this Certificate shall be
made except in accordance with Section 5.02(d) of the Agreement.

         Each Holder of this Certificate will be deemed to have agreed to be
bound by the restrictions of the Agreement, including but not limited to the
restrictions that (i) each person holding or acquiring any Ownership Interest in
this Certificate must be a Permitted Transferee, (ii) no Ownership Interest in
this


                                     A-18-2

<PAGE>



Certificate may be transferred without delivery to the Trustee of (a) a transfer
affidavit of the proposed transferee and (b) a transfer certificate of the
transferor, each of such documents to be in the form described in the Agreement,
(iii) each person holding or acquiring any Ownership Interest in this
Certificate must agree to require a transfer affidavit and to deliver a transfer
certificate to the Trustee as required pursuant to the Agreement, (iv) each
person holding or acquiring an Ownership Interest in this Certificate must agree
not to transfer an Ownership Interest in this Certificate if it has actual
knowledge that the proposed transferee is not a Permitted Transferee and (v) 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. Pursuant to the Agreement, The Trustee will
provide the Internal Revenue Service and any pertinent persons with the
information needed to compute the tax imposed under the applicable tax laws on
transfers of residual interests to disqualified organizations, if any person
other than a Permitted Transferee acquires an Ownership Interest on a Class R
Certificate in violation of the restrictions mentioned above.

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

         This Certificate shall not be entitled to any benefit under the
Agreement or be valid for any purpose unless manually countersigned by an
authorized officer of the Trustee.




                                     A-18-3

<PAGE>



         IN WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this
Certificate to be duly executed.

Dated: August __, 2004

                                    Soundview Home Loan Trust 2004-1

                                    DEUTSCHE BANK NATIONAL TRUST COMPANY,
                                    not in its individual capacity, but solely
                                    as Trustee


                                    By:_______________________________________

This one of the Certificates referenced
in the within-mentioned Agreement


By:__________________________________________
         Authorized Signatory of
         Deutsche Bank National Trust Company,
         as Trustee



                                     A-18-4

<PAGE>



                        [Reverse of Class R Certificate]

                        Soundview Home Loan Trust 2004-1
                           Asset-Backed Certificates,
                                  Series 2004-1

         This Certificate is one of a duly authorized issue of Certificates
designated as Soundview Home Loan Trust 2004-1, Asset-Backed Certificates,
Series 2004-1 (herein collectively called the "Certificates"), and representing
a beneficial ownership interest in the Trust created by the Agreement.

         The Certificateholder, by its acceptance of this Certificate, agrees
that it will look solely to the funds on deposit in the Distribution Account 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 thereby, and the rights,
duties and immunities of the Trustee.

         Pursuant to the terms of the Agreement, a distribution will be made on
the 25th day of each month or, if such 25th day is not a Business Day, then the
Business Day immediately following such Distribution Date (the "Distribution
Date"), commencing on the first Distribution Date specified on the face hereof,
to the Person in whose name this Certificate is registered at the close of
business on the applicable Record Date in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount required to be
distributed to Holders of Certificates of the Class to which this Certificate
belongs on such Distribution Date pursuant to the Agreement.

         Distributions on this Certificate shall be made by check or money order
mailed to the address of the person entitled thereto as it appears on the
Certificate Register or by wire transfer or otherwise, as set forth in the
Agreement. The final distribution on each Certificate will be made in like
manner, but only upon presentment and surrender of such Certificate at the
Corporate Trust Office of the Trustee specified in the notice to
Certificateholders of such final distribution.

         The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Trustee and the rights of the Certificateholders under the Agreement at any time
by the Depositor, the Seller, the Servicers and the Trustee and of Holders of
the requisite percentage of the Percentage Interests of each Class of
Certificates affected by such amendment, as specified in the Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange therefor 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 in the Certificate
Register of the Certificate Registrar upon surrender of this Certificate for
registration of transfer at the Corporate Trust offices or agencies of the
Trustee as provided in the Agreement accompanied by a written instrument of
transfer in form satisfactory to the Trustee and the Certificate Registrar duly
executed by the holder hereof or such holder's attorney duly authorized in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations and evidencing the same aggregate Percentage Interest
in the Trust will be issued to the designated transferee or transferees.



                                     A-18-5

<PAGE>



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

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

         The Depositor, the Servicers and the Trustee and any agent of the
Depositor, the Servicers or the Trustee 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, the Servicers or any such agent shall be affected by any
notice to the contrary.

         On any Distribution Date following the date at which the remaining
aggregate Stated Principal Balance of the Mortgage Loans is less than 10% of the
aggregate Stated Principal Balance of the Original Mortgage Loans as of the
Cut-off Date, the Terminator may purchase, in whole, from the Trust the Mortgage
Loans at a purchase price determined as provided in the Agreement. In the event
that no such optional termination occurs, the obligations and responsibilities
created by the Agreement will terminate upon notice to the Trustee upon the
earliest of (i) the Distribution Date on which the Certificate Principal
Balances of the Regular Certificates have been reduced to zero, (ii) the final
payment or other liquidation of the last Mortgage Loan in the Trust, (iii) the
Distribution Date in July 2034 and (iv) direction by the Holders of each Class
of Regular Certificates evidencing Percentage Interests aggregating not less
than 100%, with the consent of the Servicers.

         Capitalized terms used herein that are defined in the Agreement shall
have the meanings ascribed to them in the Agreement, and nothing herein shall be
deemed inconsistent with that meaning.




                                     A-18-6

<PAGE>



                                   ASSIGNMENT

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

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

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

Dated:_________________

                                         _____________________________________
                                         Signature by or on behalf of assignor



                                     A-18-7

<PAGE>


                            DISTRIBUTION INSTRUCTIONS

         The assignee should include the following for purposes of distribution:

         Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to_________________________________________________
_______________________________________________________________________________
for the account of_____________________________________________________________
account number___________________, or, if mailed by check, to__________________
_______________________________________________________________________________
Applicable statements should be mailed to______________________________________
_______________________________________________________________________________

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



                                     A-18-8

<PAGE>



                                  EXHIBIT A-19

                        [FORM OF CLASS R-X CERTIFICATES]


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, AS AMENDED (THE "CODE").

THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "ACT"). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT
REGISTRATION THEREOF UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED
FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH THE
PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.

THIS CLASS R-X CERTIFICATE HAS NO PRINCIPAL BALANCE, DOES NOT BEAR INTEREST AND
WILL NOT RECEIVE ANY DISTRIBUTIONS EXCEPT AS PROVIDED HEREIN.

NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE
PROPOSED TRANSFEREE DELIVERS TO THE TRUSTEE A TRANSFER AFFIDAVIT IN ACCORDANCE
WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT (EACH A "PLAN") SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED ("ERISA"), SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE
PROCEDURES DESCRIBED HEREIN.


Certificate No.:                                           1

Cut-off Date:                                              July 1, 2004

First Distribution Date:                                   September 27, 2004

Percentage Interest:                                       100.00%

Class:                                                     R-X





                                     A-19-1

<PAGE>



                        Soundview Home Loan Trust 2004-1
                           Asset-Backed Certificates,
                                  Series 2004-1
                                    Class R-X

         evidencing the Percentage Interest in the distributions allocable to
the Certificates of the above-referenced Class with respect to the Trust
consisting primarily of a pool of first lien and second lien adjustable rate and
fixed rate mortgage loans (the "Mortgage Loans")

                 FINANCIAL ASSET SECURITIES CORP., as Depositor

         This Certificate does not evidence an obligation of, or an interest in,
and is not guaranteed by the Depositor, the Servicers or the Trustee referred to
below or any of their respective affiliates.

         This certifies that Greenwich Capital Markets, Inc. is the registered
owner of the Percentage Interest evidenced by this Certificate specified above
in the interest represented by all Certificates of the Class to which this
Certificate belongs in a Trust consisting primarily of the Mortgage Loans
deposited by Financial Asset Securities Corp. (the "Depositor"). The Trust was
created pursuant to a Pooling and Servicing Agreement dated as of August 1, 2004
(the "Agreement") among the Depositor, HomEq Servicing Corporation and Saxon
Mortgage Services, Inc., as servicers (the "Servicers"), and Deutsche Bank
National Trust Company, as trustee (the "Trustee"). To the extent not defined
herein, the capitalized terms used herein have the meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.

         This Certificate does not have a principal balance or pass-through rate
and will be entitled to distributions only to the extent set forth in the
Agreement. In addition, any distribution of the proceeds of any remaining assets
of the Trust will be made only upon presentment and surrender of this
Certificate at the Corporate Trust Office or the office or agency maintained by
the Trustee in California.

         No transfer of a Certificate of this Class shall be made unless such
transfer is made pursuant to an effective registration statement under the Act
and any applicable state securities laws or is exempt from the registration
requirements under said Act and such laws. In the event that a transfer is to be
made in reliance upon an exemption from the Act and such laws, in order to
assure compliance with the Act and such laws, the Certificateholder desiring to
effect such transfer and such Certificateholder's prospective transferee shall
each certify to the Trustee and the Depositor in writing the facts surrounding
the transfer. In the event that such a transfer is not to be made pursuant to
Rule 144A of the Act, there shall be delivered to the Trustee and the Depositor
of an Opinion of Counsel that such transfer may be made pursuant to an exemption
from the Act, which Opinion of Counsel shall not be obtained at the expense of
the Trustee, the Servicers or the Depositor; or there shall be delivered to the
Trustee and the Depositor a transferor certificate by the transferor and an
investment letter shall be executed by the transferee. The Holder hereof
desiring to effect such transfer shall, and does hereby agree to, indemnify the
Trustee and the Depositor 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 to a Plan subject to ERISA or Section
4975 of the Code, any Person acting, directly or indirectly, on behalf of any
such Plan or any person using Plan Assets to acquire this Certificate shall be
made except in accordance with Section 5.02(d) of the Agreement.

         Each Holder of this Certificate will be deemed to have agreed to be
bound by the restrictions of the Agreement, including but not limited to the
restrictions that (i) each person holding or acquiring any Ownership Interest in
this Certificate must be a Permitted Transferee, (ii) no Ownership Interest in
this


                                     A-19-2

<PAGE>



Certificate may be transferred without delivery to the Trustee of (a) a transfer
affidavit of the proposed transferee and (b) a transfer certificate of the
transferor, each of such documents to be in the form described in the Agreement,
(iii) each person holding or acquiring any Ownership Interest in this
Certificate must agree to require a transfer affidavit and to deliver a transfer
certificate to the Trustee as required pursuant to the Agreement, (iv) each
person holding or acquiring an Ownership Interest in this Certificate must agree
not to transfer an Ownership Interest in this Certificate if it has actual
knowledge that the proposed transferee is not a Permitted Transferee and (v) 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. Pursuant to the Agreement, The Trustee will
provide the Internal Revenue Service and any pertinent persons with the
information needed to compute the tax imposed under the applicable tax laws on
transfers of residual interests to disqualified organizations, if any person
other than a Permitted Transferee acquires an Ownership Interest on a Class R-X
Certificate in violation of the restrictions mentioned above.

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

         This Certificate shall not be entitled to any benefit under the
Agreement or be valid for any purpose unless manually countersigned by an
authorized officer of the Trustee.



                                     A-19-3

<PAGE>



         IN WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this
Certificate to be duly executed.

Dated: August ___, 2004

                                    Soundview Home Loan Trust 2004-1

                                    DEUTSCHE BANK NATIONAL TRUST COMPANY,
                                    not in its individual capacity, but solely
                                    as Trustee


                                    By:_______________________________________

This is one of the Certificates
referenced in the within-mentioned Agreement

By__________________________________________
         Authorized Signatory of
         Deutsche Bank National Trust Company,
         as Trustee




                                     A-19-4

<PAGE>



                       [Reverse of Class R-X Certificate]

                        Soundview Home Loan Trust 2004-1
                           Asset-Backed Certificates,
                                  Series 2004-1
                                    Class R-X

         This Certificate is one of a duly authorized issue of Certificates
designated as Soundview Home Loan Trust 2004-1, Asset-Backed Certificates,
Series 2004-1 (herein collectively called the "Certificates"), and representing
a beneficial ownership interest in the Trust created by the Agreement.

         The Certificateholder, by its acceptance of this Certificate, agrees
that it will look solely to the funds on deposit in the Distribution Account 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 thereby, and the rights,
duties and immunities of the Trustee.

         Pursuant to the terms of the Agreement, a distribution will be made on
the 25th day of each month or, if such 25th day is not a Business Day, then the
Business Day immediately following such Distribution Date (the "Distribution
Date"), commencing on the first Distribution Date specified on the face hereof,
to the Person in whose name this Certificate is registered at the close of
business on the applicable Record Date in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount required to be
distributed to Holders of Certificates of the Class to which this Certificate
belongs on such Distribution Date pursuant to the Agreement.

         Distributions on this Certificate shall be made by check or money order
mailed to the address of the person entitled thereto as it appears on the
Certificate Register or by wire transfer or otherwise, as set forth in the
Agreement. The final distribution on each Certificate will be made in like
manner, but only upon presentment and surrender of such Certificate at the
Corporate Trust Office of the Trustee specified in the notice to
Certificateholders of such final distribution.

         The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Trustee and the rights of the Certificateholders under the Agreement at any time
by the Depositor, the Servicers and the Trustee and of Holders of the requisite
percentage of the Percentage Interests of each Class of Certificates affected by
such amendment, as specified in the Agreement. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange therefor 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 in the Certificate
Register of the Certificate Registrar upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Trustee
accompanied by a written instrument of transfer in form satisfactory to the
Trustee and the Certificate Registrar duly executed by the holder hereof or such
holder's attorney duly authorized in writing, and thereupon one or more new
Certificates of the same Class in authorized denominations and evidencing the
same aggregate Percentage Interest in the Trust will be issued to the designated
transferee or transferees.


                                     A-19-5

<PAGE>



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

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

         The Depositor, the Servicers and the Trustee and any agent of the
Depositor, the Servicers or the Trustee 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, the Servicers or any such agent shall be affected by any
notice to the contrary.

         On any Distribution Date following the date at which the remaining
aggregate Stated Principal Balance of the Mortgage Loans is less than 10% of the
aggregate Stated Principal Balance of the Original Mortgage Loans as of the
Cut-off Date, the Terminator may purchase, in whole, from the Trust the Mortgage
Loans at a purchase price determined as provided in the Agreement. In the event
that no such optional termination occurs, the obligations and responsibilities
created by the Agreement will terminate upon notice to the Trustee upon the
earliest of (i) the Distribution Date on which the Certificate Principal
Balances of the Regular Certificates have been reduced to zero, (ii) the final
payment or other liquidation of the last Mortgage Loan in the Trust, (iii) the
Distribution Date in July 2034 and (iv) direction by the Holders of each Class
of Regular Certificates evidencing Percentage Interests aggregating not less
than 100%, with the consent of the Servicers.

         Capitalized terms used herein that are defined in the Agreement shall
have the meanings ascribed to them in the Agreement, and nothing herein shall be
deemed inconsistent with that meaning.




                                     A-19-6

<PAGE>



                                   ASSIGNMENT

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

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

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

Dated:_________________

                                         _____________________________________
                                         Signature by or on behalf of assignor




                                     A-19-7

<PAGE>



                            DISTRIBUTION INSTRUCTIONS

         The assignee should include the following for purposes of distribution:

         Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to_________________________________________________
_______________________________________________________________________________
for the account of_____________________________________________________________
account number___________________, or, if mailed by check, to__________________
_______________________________________________________________________________
Applicable statements should be mailed to______________________________________
_______________________________________________________________________________

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



                                     A-19-8

<PAGE>



                                    EXHIBIT B

                                   [Reserved]



                                       B-1

<PAGE>



                                    EXHIBIT C

                          FORM OF ASSIGNMENT AGREEMENTS





                                       C-1

<PAGE>



                      ASSIGNMENT AND RECOGNITION AGREEMENT

                  THIS ASSIGNMENT AND RECOGNITION AGREEMENT, dated August 6,
2004, ("AGREEMENT") among Greenwich Capital Financial Products, Inc.
("ASSIGNOR"), Financial Asset Securities Corp. ("ASSIGNEE") and Impac Funding
Corporation (the "COMPANY"):

                  For and in consideration of the sum of TEN DOLLARS ($10.00)
and other valuable consideration the receipt and sufficiency of which hereby are
acknowledged, and of the mutual covenants herein contained, the parties hereto
hereby agree as follows:

                            ASSIGNMENT AND CONVEYANCE

                  1. The Assignor hereby conveys, sells, grants, transfers and
assigns to the Assignee (x) all of the right, title and interest of the
Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed
as being originated by the Company on the schedule (the "MORTGAGE LOAN
SCHEDULE") attached hereto as Exhibit A (the "MORTGAGE LOANS") and (b) except as
described below, that certain Master Mortgage Loan Purchase and Interim
Servicing Agreement dated as of June 1, 2004, as amended (the "PURCHASE
AGREEMENT"), between the Assignor, as purchaser (the "PURCHASER"), and the
Company, as seller, solely insofar as the Purchase Agreement relates to the
Mortgage Loans and (y) other than as provided below with respect to the
enforcement of representations and warranties, none of the obligations of the
Assignor under the Purchase Agreement.

                  The Assignor specifically reserves and does not assign to the
Assignee hereunder any and all right, title and interest in, to and under and
any obligations of the Assignor with respect to any mortgage loans subject to
the Purchase Agreement which are not the Mortgage Loans set forth on the
Mortgage Loan Schedule and are not the subject of this Agreement.

                           RECOGNITION OF THE COMPANY

                  2. From and after the date hereof, the Company shall and does
hereby recognize that the Assignee will transfer the Mortgage Loans and assign
its rights under the Purchase Agreement (solely to the extent set forth herein)
and this Agreement to Soundview Mortgage Loan Trust 2004-1 (the "TRUST") created
pursuant to a Pooling and Servicing Agreement, dated as of August 1, 2004 (the
"POOLING AGREEMENT"), among the Assignee, HomEq Servicing Corporation and Saxon
Mortgage Services, Inc. as servicers (including their successors in interest and
any successor servicers under the Pooling Agreement, the "Servicers") and
Deutsche Bank National Trust Company, as trustee (including its successors in
interest and any successor trustees under the Pooling Agreement, the "Trustee").
The Company hereby acknowledges and agrees that from and after the date hereof
(i) the Trust will be the owner of the Mortgage Loans, (ii) the Company shall
look solely to the Trust for performance of any obligations of the Assignor
insofar as they relate to the enforcement of the representations, warranties and
covenants with respect to the Mortgage Loans, (iii) the Trust (including the
Trustee, the Trust Administrator and the Servicers acting on the Trust's behalf)
shall have all the rights and remedies available to the Assignor, insofar as
they relate to the Mortgage Loans, under the Purchase Agreement, including,
without limitation, the enforcement of the document delivery requirements and
remedies with respect to breaches of representations and warranties set forth in



<PAGE>

the Purchase Agreement, and shall be entitled to enforce all of the obligations
of the Company thereunder insofar as they relate to the Mortgage Loans, and (iv)
all references to the Purchaser (insofar as they relate to the rights, title and
interest and, with respect to obligations of the Purchaser, only insofar as they
relate to the enforcement of the representations, warranties and covenants of
the Company) or the Custodian under the Purchase Agreement insofar as they
relate to the Mortgage Loans, shall be deemed to refer to the Trust (including
the Trustee, the Trust Administrator and the Servicers acting on the Trust's
behalf). Neither the Company nor the Assignor shall amend or agree to amend,
modify, waiver, or otherwise alter any of the terms or provisions of the
Purchase Agreement which amendment, modification, waiver or other alteration
would in any way affect the Mortgage Loans or the Company's performance under
the Purchase Agreement with respect to the Mortgage Loans without the prior
written consent of the Trustee and the Trust Administrator.

                  REPRESENTATIONS AND WARRANTIES OF THE COMPANY

                  3. The Company warrants and represents to the Assignor, the
Assignee and the Trust as of the date hereof that:

                           (a) The Company is duly organized, validly existing
         and in good standing under the laws of the jurisdiction of its
         incorporation;

                           (b) The Company has full power and authority to
         execute, deliver and perform its obligations under this Agreement and
         has full power and authority to perform its obligations under the
         Purchase Agreement. The execution by the Company of this Agreement is
         in the ordinary course of the Company's business and will not conflict
         with, or result in a breach of, any of the terms, conditions or
         provisions of the Company's charter or bylaws or any legal restriction,
         or any material agreement or instrument to which the Company is now a
         party or by which it is bound, or result in the violation of any law,
         rule, regulation, order, judgment or decree to which the Company or its
         property is subject. The execution, delivery and performance by the
         Company of this Agreement have been duly authorized by all necessary
         corporate action on part of the Company. This Agreement has been duly
         executed and delivered by the Company, and, upon the due authorization,
         execution and delivery by the Assignor and the Assignee, will
         constitute the valid and legally binding obligation of the Company,
         enforceable against the Company in accordance with its terms except as
         enforceability may be limited by bankruptcy, reorganization,
         insolvency, moratorium or other similar laws now or hereafter in effect
         relating to creditors' rights generally, and by general principles of
         equity regardless of whether enforceability is considered in a
         proceeding in equity or at law;

                           (c) No consent, approval, order or authorization of,
         or declaration, filing or registration with, any governmental entity is
         required to be obtained or made by the Company in connection with the
         execution, delivery or performance by the Company of this Agreement;
         and

                           (d) There is no action, suit, proceeding or
         investigation pending or threatened against the Company, before any
         court, administrative agency or other



                                      -2-
<PAGE>

         tribunal, which would draw into question the validity of this Agreement
         or the Purchase Agreement, or which, either in any one instance or in
         the aggregate, would result in any material adverse change in the
         ability of the Company to perform its obligations under this Agreement
         or the Purchase Agreement, and the Company is solvent.

                  4. Pursuant to Section 12 of the Purchase Agreement, the
Company hereby represents and warrants, for the benefit of the Assignor, the
Assignee and the Trust, that the representations and warranties set forth in
Sections 7.01 and 7.02 of the Purchase Agreement, are true and correct as of the
date hereof as if such representations and warranties were made on the date
hereof, except that the representation and warranty set forth in Section
7.02(ii) shall, for purposes of this Agreement, relate to the Mortgage Loan
Schedule attached hereto.

                  5. The Assignor hereby makes the following representations and
warranties as of the date hereof:

                           (a) Each Mortgage Loan at the time it was made
         complied in all material respects with applicable local, state, and
         federal laws, including, but not limited to, all applicable predatory
         and abusive lending laws;

                           (b) None of the mortgage loans are High Cost as
         defined by any applicable predatory and abusive lending laws; and

                           (c) No Mortgage Loan is a high cost loan or a covered
         loan, as applicable (as such terms are defined in Standard & Poor's
         LEVELS Version 5.6 Glossary Revised, Appendix E).

              REMEDIES FOR BREACH OF REPRESENTATIONS AND WARRANTIES

                  6. The Company hereby acknowledges and agrees that the
remedies available to the Assignor, the Assignee and the Trust (including the
Trustee, the Trust Administrator and the Servicers acting on the Trust's behalf)
in connection with any breach of the representations and warranties made by the
Company set forth in Sections 3 and 4 hereof shall be as set forth in Subsection
7.03 of the Purchase Agreement as if they were set forth herein (including
without limitation the repurchase and indemnity obligations set forth therein).

                  The Assignor hereby acknowledges and agrees that the remedies
available to the Assignee and the Trust (including the Trustee, the Trust
Administrator and the Servicers acting on the Trust's behalf) in connection with
any breach of the representations and warranties made by the Assignor set forth
in Section 5 hereof shall be as set forth in Section 2.03 of the Pooling
Agreement as if they were set forth herein.

                                  MISCELLANEOUS

                  7. This Agreement shall be construed in accordance with the
laws of the State of New York, without regard to conflicts of law principles,
and the obligations, rights and remedies of the parties hereunder shall be
determined in accordance with such laws.

                  8. No term or provision of this Agreement may be waived or
modified unless



                                      -3-
<PAGE>

such waiver or modification is in writing and signed by the party against whom
such waiver or modification is sought to be enforced, with the prior written
consent of the Trustee and the Trust Administrator.

                  9. This Agreement shall inure to the benefit of (i) the
successors and assigns of the parties hereto and (ii) the Trust (including the
Trustee, the Trust Administrator and the Servicers acting on the Trust's
behalf). Any entity into which Assignor, Assignee or Company may be merged or
consolidated shall, without the requirement for any further writing, be deemed
Assignor, Assignee or Company, respectively, hereunder.

                  10. Each of this Agreement and the Purchase Agreement shall
survive the conveyance of the Mortgage Loans and the assignment of the Purchase
Agreement (to the extent assigned hereunder) by Assignor to Assignee and by
Assignee to the Trust and nothing contained herein shall supersede or amend the
terms of the Purchase Agreement.

                  11. This Agreement may be executed simultaneously in any
number of counterparts. Each counterpart shall be deemed to be an original and
all such counterparts shall constitute one and the same instrument.

                  12. In the event that any provision of this Agreement
conflicts with any provision of the Purchase Agreement with respect to the
Mortgage Loans, the terms of this Agreement shall control.

                  13. Capitalized terms used in this Agreement (including the
exhibits hereto) but not defined in this Agreement shall have the meanings given
to such terms in the Purchase Agreement.


                            [SIGNATURE PAGE FOLLOWS]



                                      -4-
<PAGE>




                  IN WITNESS WHEREOF, the parties have caused this Agreement to
be executed by their duly authorized officers as of the date first above
written.


                              GREENWICH CAPITAL FINANCIAL PRODUCTS, INC.


                              By:   _________________________________________
                              Name:
                              Title:


                              FINANCIAL ASSET SECURITIES CORP.


                              By:   _________________________________________
                              Name:
                              Title:


                              IMPAC FUNDING CORPORATION


                              By:   _________________________________________
                              Name:   Mario Fegan
                              Title:  Vice President Master Servicing



                                      -5-
<PAGE>



                                    EXHIBIT A

                             Mortgage Loan Schedule






                                      -6-
<PAGE>


                      ASSIGNMENT AND RECOGNITION AGREEMENT

                  THIS ASSIGNMENT AND RECOGNITION AGREEMENT, dated August 6,
2004, ("AGREEMENT") among Greenwich Capital Financial Products, Inc.
("ASSIGNOR"), Financial Asset Securities Corp. ("ASSIGNEE") and Residential
Mortgage Assistance Enterprise, LLC (the "COMPANY"):

                  For and in consideration of the sum of TEN DOLLARS ($10.00)
and other valuable consideration the receipt and sufficiency of which hereby are
acknowledged, and of the mutual covenants herein contained, the parties hereto
hereby agree as follows:

                            ASSIGNMENT AND CONVEYANCE

                  1. The Assignor hereby conveys, sells, grants, transfers and
assigns to the Assignee (x) all of the right, title and interest of the
Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed
as being originated by the Company on the schedule (the "MORTGAGE LOAN
SCHEDULE") attached hereto as Exhibit A (the "MORTGAGE LOANS") and (b) except as
described below, that certain Master Mortgage Loan Purchase and Interim
Servicing Agreement dated as of February 1, 2003, as amended (the "PURCHASE
AGREEMENT"), among the Assignor, as initial purchaser (the "PURCHASER"), the
Company, as seller and ResMae Service Corporation as interim servicer, solely
insofar as the Purchase Agreement relates to the Mortgage Loans and (y) other
than as provided below with respect to the enforcement of representations and
warranties, none of the obligations of the Assignor under the Purchase
Agreement.

                  The Assignor specifically reserves and does not assign to the
Assignee hereunder any and all right, title and interest in, to and under and
any obligations of the Assignor with respect to any mortgage loans subject to
the Purchase Agreement which are not the Mortgage Loans set forth on the
Mortgage Loan Schedule and are not the subject of this Agreement.

                           RECOGNITION OF THE COMPANY

                  2. From and after the date hereof, the Company shall and does
hereby recognize that the Assignee will transfer the Mortgage Loans and assign
its rights under the Purchase Agreement (solely to the extent set forth herein)
and this Agreement to Soundview Mortgage Loan Trust 2004-1 (the "TRUST") created
pursuant to a Pooling and Servicing Agreement, dated as of August 1, 2004 (the
"POOLING AGREEMENT"), among the Assignee, HomEq Servicing Corporation and Saxon
Mortgage Services, Inc. as servicers (including their successors in interest and
any successor servicers under the Pooling Agreement, the "Servicers") and
Deutsche Bank National Trust Company, as trustee (including its successors in
interest and any successor trustees under the Pooling Agreement, the "Trustee").
The Company hereby acknowledges and agrees that from and after the date hereof
(i) the Assignee will be the owner of the Mortgage Loans, (ii) the Company shall
look solely to the Assignee for performance of any obligations of the Assignor
insofar as they relate to the enforcement of the representations, warranties and
covenants with respect to the Mortgage Loans, (iii) the Trust (including the
Trustee and the Servicers acting on the Trust's behalf) shall have all the
rights and remedies available to the Assignor, insofar as they relate to the
Mortgage Loans, under the Purchase Agreement, including, without limitation, the
enforcement of the document delivery




<PAGE>

requirements and remedies with respect to breaches of representations and
warranties set forth in the Purchase Agreement, and shall be entitled to enforce
all of the obligations of the Company thereunder insofar as they relate to the
Mortgage Loans, and (iv) all references to the Purchaser (insofar as they relate
to the rights, title and interest and, with respect to obligations of the
Purchaser, only insofar as they relate to the enforcement of the
representations, warranties and covenants of the Company) or the Custodian under
the Purchase Agreement insofar as they relate to the Mortgage Loans, shall be
deemed to refer to the Trust (including the Trustee and the Servicers acting on
the Trust's behalf). Neither the Company nor the Assignor shall amend or agree
to amend, modify, waiver, or otherwise alter any of the terms or provisions of
the Purchase Agreement which amendment, modification, waiver or other alteration
would in any way affect the Mortgage Loans or the Company's performance under
the Purchase Agreement with respect to the Mortgage Loans without the prior
written consent of the Trustee.

                  REPRESENTATIONS AND WARRANTIES OF THE COMPANY

                  3. The Company warrants and represents to the Assignor, the
Assignee and the Trust as of the date hereof that:

                           (a) The Company is duly organized, validly existing
         and in good standing under the laws of the jurisdiction of its
         incorporation;

                           (b) The Company has full power and authority to
         execute, deliver and perform its obligations under this Agreement and
         has full power and authority to perform its obligations under the
         Purchase Agreement. The execution by the Company of this Agreement is
         in the ordinary course of the Company's business and will not conflict
         with, or result in a breach of, any of the terms, conditions or
         provisions of the Company's charter or bylaws or any legal restriction,
         or any material agreement or instrument to which the Company is now a
         party or by which it is bound, or result in the violation of any law,
         rule, regulation, order, judgment or decree to which the Company or its
         property is subject. The execution, delivery and performance by the
         Company of this Agreement have been duly authorized by all necessary
         corporate action on part of the Company. This Agreement has been duly
         executed and delivered by the Company, and, upon the due authorization,
         execution and delivery by the Assignor and the Assignee, will
         constitute the valid and legally binding obligation of the Company,
         enforceable against the Company in accordance with its terms except as
         enforceability may be limited by bankruptcy, reorganization,
         insolvency, moratorium or other similar laws now or hereafter in effect
         relating to creditors' rights generally, and by general principles of
         equity regardless of whether enforceability is considered in a
         proceeding in equity or at law;

                           (c) No consent, approval, order or authorization of,
         or declaration, filing or registration with, any governmental entity is
         required to be obtained or made by the Company in connection with the
         execution, delivery or performance by the Company of this Agreement;
         and

                           (d) There is no action, suit, proceeding or
         investigation pending or threatened against the Company, before any
         court, administrative agency or other



                                      -2-
<PAGE>

         tribunal, which would draw into question the validity of this Agreement
         or the Purchase Agreement, or which, either in any one instance or in
         the aggregate, would result in any material adverse change in the
         ability of the Company to perform its obligations under this Agreement
         or the Purchase Agreement, and the Company is solvent.

                  4. Pursuant to Section 12 of the Purchase Agreement, the
Company hereby represents and warrants, for the benefit of the Assignor, the
Assignee and the Trust, that the representations and warranties set forth in
Subsections 7.01 and 7.02 of the Purchase Agreement, are true and correct as of
the earlier of (i) the date which is 6 months following the date on which the
Company originally conveyed the Mortgage Loans to the Purchaser and (ii) the
Closing Date. Notwithstanding the foregoing, (a) no additional representations
or warranties will be made by the Company with respect to the representations
and warranties set forth in Subsections 7.02(iii), (xiv) and (xxii) (with
respect to the second sentence of Subsection 7.02(xxii)) and (b) the
representations and warranties set forth in Subsections 7.02(ix) and (xviii)
shall only apply to actions taken by the Company or its affiliates.

                  5. The Assignor hereby makes the following representations and
warranties as of the date hereof:

                           (a) To the best of the Assignor's knowledge, nothing
         has occurred in the period of time from the date which is 6 months
         following the date on which the Company originally conveyed the
         Mortgage Loans to the Purchaser to the date hereof which would cause
         such representation and warranties referred to in Section 4 herein to
         be untrue in any material respect as of the date hereof.

                           (b) Each Mortgage Loan at the time it was made
         complied in all material respects with applicable local, state, and
         federal laws, including, but not limited to, all applicable predatory
         and abusive lending laws;

                           (c) None of the mortgage loans are High Cost as
         defined by any applicable predatory and abusive lending laws; and

                           (d) No Mortgage Loan is a high cost loan or a covered
         loan, as applicable (as such terms are defined in Standard & Poor's
         LEVELS Version 5.6 Glossary Revised, Appendix E).

              REMEDIES FOR BREACH OF REPRESENTATIONS AND WARRANTIES

                  6. The Company hereby acknowledges and agrees that the
remedies available to the Assignor, the Assignee and the Trust (including the
Trustee and the Servicers acting on the Trust's behalf) in connection with any
breach of the representations and warranties made by the Company set forth in
Sections 3 and 4 hereof shall be as set forth in Subsection 7.03 of the Purchase
Agreement as if they were set forth herein (including without limitation the
repurchase and indemnity obligations set forth therein); provided, however, with
respect to any representation of the Company which materially and adversely
affects the interests of any Prepayment Charge, the Company shall pay the amount
of the scheduled Prepayment Charge by remitting such amount to the Servicers for
deposit into the Collection Account in respect of such



                                      -3-
<PAGE>

Prepayment Charge.

                  The Assignor hereby acknowledges and agrees that the remedies
available to the Assignee and the Trust (including the Trustee and the Servicers
acting on the Trust's behalf) in connection with any breach of the
representations and warranties made by the Assignor set forth in Section 5
hereof shall be as set forth in Section 2.03 of the Pooling Agreement as if they
were set forth herein.

                  In addition to the foregoing, within 120 days of the earlier
of discovery by the Assignor or receipt of notice by the Assignor of (i) the
breach of any representation or warranty of the Company set forth in Section
7.02 of the Purchase Agreement which materially and adversely affects the
interests of the Certificateholders in any of the Mortgage Loan and for which
the Company has failed to cure such breach in accordance with the terms of the
Purchase Agreement and (ii)(a) the fact that the Company is no longer an
operating company or (b) an Officers' Certificate certifying to the fact that
the Company is financially unable to cure such breach pursuant to the terms of
the Purchase Agreement, the Assignor shall take such action described in Section
2.03 of the Pooling Agreement in respect of such Mortgage Loan. Such obligation
of the Assignor shall continue until such time that the Rating Agencies inform
the Assignee and the Assignor in writing that such obligation is no longer
required in order for the Rating Agencies to maintain their then-current ratings
on the Certificates.

                                  MISCELLANEOUS

                  7. This Agreement shall be construed in accordance with the
laws of the State of New York, without regard to conflicts of law principles,
and the obligations, rights and remedies of the parties hereunder shall be
determined in accordance with such laws.

                  8. No term or provision of this Agreement may be waived or
modified unless such waiver or modification is in writing and signed by the
party against whom such waiver or modification is sought to be enforced, with
the prior written consent of the Trustee.

                  9. This Agreement shall inure to the benefit of (i) the
successors and assigns of the parties hereto and (ii) the Trust (including the
Trustee and the Servicers acting on the Trust's behalf). Any entity into which
Assignor, Assignee or Company may be merged or consolidated shall, without the
requirement for any further writing, be deemed Assignor, Assignee or Company,
respectively, hereunder.

                  10. Each of this Agreement and the Purchase Agreement shall
survive the conveyance of the Mortgage Loans and the assignment of the Purchase
Agreement (to the extent assigned hereunder) by Assignor to Assignee and by
Assignee to the Trust and nothing contained herein shall supersede or amend the
terms of the Purchase Agreement.

                  11. This Agreement may be executed simultaneously in any
number of counterparts. Each counterpart shall be deemed to be an original and
all such counterparts shall constitute one and the same instrument.

                  12. In the event that any provision of this Agreement
conflicts with any provision of the Purchase Agreement with respect to the
Mortgage Loans, the terms of this



                                      -4-
<PAGE>

Agreement shall control.

                  13. Capitalized terms used in this Agreement (including the
exhibits hereto) but not defined in this Agreement shall have the meanings given
to such terms in the Purchase Agreement.


                            [SIGNATURE PAGE FOLLOWS]



                                      -5-
<PAGE>




                  IN WITNESS WHEREOF, the parties have caused this Agreement to
be executed by their duly authorized officers as of the date first above
written.


                              GREENWICH CAPITAL FINANCIAL PRODUCTS, INC.


                              By:   ___________________________________________
                              Name:
                              Title:


                              FINANCIAL ASSET SECURITIES CORP.


                              By:   ___________________________________________
                              Name:
                              Title:


                              RESIDENTIAL MORTGAGE ASSISTANCE ENTERPRISE, LLC


                              By:   ___________________________________________
                              Name:
                              Title:



                                      -6-
<PAGE>



                                    EXHIBIT A

                             Mortgage Loan Schedule






                                      -7-
<PAGE>



                      ASSIGNMENT AND RECOGNITION AGREEMENT

                  THIS ASSIGNMENT AND RECOGNITION AGREEMENT, dated August 6,
2004, ("AGREEMENT") among Greenwich Capital Financial Products, Inc.
("ASSIGNOR"), Financial Asset Securities Corp. ("ASSIGNEE") and Finance America,
(the "COMPANY"):

                  For and in consideration of the sum of TEN DOLLARS ($10.00)
and other valuable consideration the receipt and sufficiency of which hereby are
acknowledged, and of the mutual covenants herein contained, the parties hereto
hereby agree as follows:

                            ASSIGNMENT AND CONVEYANCE

                  1. The Assignor hereby conveys, sells, grants, transfers and
assigns to the Assignee (x) all of the right, title and interest of the
Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed
as being originated by the Company on the schedule (the "MORTGAGE LOAN
SCHEDULE") attached hereto as Exhibit A (the "MORTGAGE LOANS") and (b) except as
described below, that certain Master Mortgage Loan Purchase and Interim
Servicing Agreement dated as of June 1, 2003, as amended (the "PURCHASE
AGREEMENT"), between the Assignor, as initial purchaser (the "PURCHASER"), and
the Company, as seller and interim servicer, solely insofar as the Purchase
Agreement relates to the Mortgage Loans and (y) other than as provided below
with respect to the enforcement of representations and warranties, none of the
obligations of the Assignor under the Purchase Agreement.

                  The Assignor specifically reserves and does not assign to the
Assignee hereunder any and all right, title and interest in, to and under and
any obligations of the Assignor with respect to any mortgage loans subject to
the Purchase Agreement which are not the Mortgage Loans set forth on the
Mortgage Loan Schedule and are not the subject of this Agreement.

                           RECOGNITION OF THE COMPANY

                  2. From and after the date hereof, the Company shall and does
hereby recognize that the Assignee will transfer the Mortgage Loans and assign
its rights under the Purchase Agreement (solely to the extent set forth herein)
and this Agreement to Soundview Mortgage Loan Trust 2004-1 (the "TRUST") created
pursuant to a Pooling and Servicing Agreement, dated as of August 1, 2004 (the
"POOLING AGREEMENT"), among the Assignee, HomEq Servicing Corporation and Saxon
Mortgage Services, Inc. as servicers (including their successors in interest and
any successor servicers under the Pooling Agreement, the "Servicers") and
Deutsche Bank National Trust Company, as trustee (including its successors in
interest and any successor trustees under the Pooling Agreement, the "Trustee").
The Company hereby acknowledges and agrees that from and after the date hereof
(i) the Trust will be the owner of the Mortgage Loans, (ii) the Company shall
look solely to the Trust for performance of any obligations of the Assignor
insofar as they relate to the enforcement of the representations, warranties and
covenants with respect to the Mortgage Loans, (iii) the Trust (including the
Trustee, the Trust Administrator and the Servicers acting on the Trust's behalf)
shall have all the rights and remedies available to the Assignor, insofar as
they relate to the Mortgage Loans, under the Purchase Agreement, including,
without limitation, the enforcement of the document delivery requirements and
remedies with respect to breaches of representations and warranties set forth in



<PAGE>

the Purchase Agreement, and shall be entitled to enforce all of the obligations
of the Company thereunder insofar as they relate to the Mortgage Loans, and (iv)
all references to the Purchaser (insofar as they relate to the rights, title and
interest and, with respect to obligations of the Purchaser, only insofar as they
relate to the enforcement of the representations, warranties and covenants of
the Company) or the Custodian under the Purchase Agreement insofar as they
relate to the Mortgage Loans, shall be deemed to refer to the Trust (including
the Trustee, the Trust Administrator and the Servicers acting on the Trust's
behalf). Neither the Company nor the Assignor shall amend or agree to amend,
modify, waiver, or otherwise alter any of the terms or provisions of the
Purchase Agreement which amendment, modification, waiver or other alteration
would in any way affect the Mortgage Loans or the Company's performance under
the Purchase Agreement with respect to the Mortgage Loans without the prior
written consent of the Trustee and the Trust Administrator.

                  REPRESENTATIONS AND WARRANTIES OF THE COMPANY

                  3. The Company warrants and represents to the Assignor, the
Assignee and the Trust as of the date hereof that:

                           (a) The Company is duly organized, validly existing
         and in good standing under the laws of the jurisdiction of its
         incorporation;

                           (b) The Company has full power and authority to
         execute, deliver and perform its obligations under this Agreement and
         has full power and authority to perform its obligations under the
         Purchase Agreement. The execution by the Company of this Agreement is
         in the ordinary course of the Company's business and will not conflict
         with, or result in a breach of, any of the terms, conditions or
         provisions of the Company's charter or bylaws or any legal restriction,
         or any material agreement or instrument to which the Company is now a
         party or by which it is bound, or result in the violation of any law,
         rule, regulation, order, judgment or decree to which the Company or its
         property is subject. The execution, delivery and performance by the
         Company of this Agreement have been duly authorized by all necessary
         corporate action on part of the Company. This Agreement has been duly
         executed and delivered by the Company, and, upon the due authorization,
         execution and delivery by the Assignor and the Assignee, will
         constitute the valid and legally binding obligation of the Company,
         enforceable against the Company in accordance with its terms except as
         enforceability may be limited by bankruptcy, reorganization,
         insolvency, moratorium or other similar laws now or hereafter in effect
         relating to creditors' rights generally, and by general principles of
         equity regardless of whether enforceability is considered in a
         proceeding in equity or at law;

                           (c) No consent, approval, order or authorization of,
         or declaration, filing or registration with, any governmental entity is
         required to be obtained or made by the Company in connection with the
         execution, delivery or performance by the Company of this Agreement;
         and

                           (d) There is no action, suit, proceeding or
         investigation pending against the Company, before any court,
         administrative agency or other tribunal, which



                                      -2-
<PAGE>

         would draw into question the validity of this Agreement or the Purchase
         Agreement, or which, either in any one instance or in the aggregate, is
         likely to result in any material adverse change in the ability of the
         Company to perform its obligations under this Agreement or the Purchase
         Agreement, and the Company is solvent.

                  4. Pursuant to Section 12 of the Purchase Agreement, the
Company hereby represents and warrants, for the benefit of the Assignor, the
Assignee and the Trust, that the representations and warranties set forth in
Sections 7.01 and 7.02 of the Purchase Agreement, were true and correct as of
March 30, 2004 (with respect to the Mortgage Loans set forth on Exhibit A with
an aggregate principal balance as of July 1, 2004 of $66,597,416.74) and April
30, 2004 (with respect to the Mortgage Loans set forth on Exhibit B with an
aggregate principal balance as of July 1, 2004 of $59,360,605.73).

                  5. The Assignor hereby makes the following representations and
warranties as of the date hereof:

                           (a) To the best of the Assignor's knowledge, nothing
         has occurred in the period of time from March 30, 2004 or April 30,
         2004, as applicable, to the date hereof which would cause such
         representation and warranties referred to in Section 4 herein to be
         untrue in any material respect as of the date hereof.

                           (b) Each Mortgage Loan at the time it was made
         complied in all material respects with applicable local, state, and
         federal laws, including, but not limited to, all applicable predatory
         and abusive lending laws;

                           (c) None of the mortgage loans are High Cost as
         defined by any applicable predatory and abusive lending laws; and

                           (d) No Mortgage Loan is a high cost loan or a covered
         loan, as applicable (as such terms are defined in Standard & Poor's
         LEVELS Version 5.6 Glossary Revised, Appendix E).

              REMEDIES FOR BREACH OF REPRESENTATIONS AND WARRANTIES

                  6. The Company hereby acknowledges and agrees that the
remedies available to the Assignor, the Assignee and the Trust (including the
Trustee, the Trust Administrator and the Servicers acting on the Trust's behalf)
in connection with any breach of the representations and warranties made by the
Company set forth in Sections 3 and 4 hereof shall be as set forth in Subsection
7.03 of the Purchase Agreement as if they were set forth herein (including
without limitation the repurchase and indemnity obligations set forth therein);
provided, however, with respect to any breach of any representation of the
Company which materially and adversely affects the interests of any Prepayment
Charge, the Company shall pay the amount of the scheduled Prepayment Charge by
remitting such amount to the Servicers for deposit into the Collection Account
in respect of such Prepayment Charge.

                  The Assignor hereby acknowledges and agrees that the remedies
available to the Assignee and the Trust (including the Trustee, the Trust
Administrator and the Servicers acting on the Trust's behalf) in connection with
any breach of the representations and warranties made



                                      -3-
<PAGE>

by the Assignor set forth in Section 5 hereof shall be as set forth in Section
2.03 of the Pooling Agreement as if they were set forth herein.

                                  MISCELLANEOUS

                  7. This Agreement shall be construed in accordance with the
laws of the State of New York, without regard to conflicts of law principles,
and the obligations, rights and remedies of the parties hereunder shall be
determined in accordance with such laws.

                  8. No term or provision of this Agreement may be waived or
modified unless such waiver or modification is in writing and signed by the
party against whom such waiver or modification is sought to be enforced, with
the prior written consent of the Trustee and the Trust Administrator.

                  9. This Agreement shall inure to the benefit of (i) the
successors and assigns of the parties hereto and (ii) the Trust (including the
Trustee, the Trust Administrator and the Servicers acting on the Trust's
behalf). Any entity into which Assignor, Assignee or Company may be merged or
consolidated shall, without the requirement for any further writing, be deemed
Assignor, Assignee or Company, respectively, hereunder.

                  10. Each of this Agreement and the Purchase Agreement shall
survive the conveyance of the Mortgage Loans and the assignment of the Purchase
Agreement (to the extent assigned hereunder) by Assignor to Assignee and by
Assignee to the Trust and nothing contained herein shall supersede or amend the
terms of the Purchase Agreement.

                  11. This Agreement may be executed simultaneously in any
number of counterparts. Each counterpart shall be deemed to be an original and
all such counterparts shall constitute one and the same instrument.

                  12. In the event that any provision of this Agreement
conflicts with any provision of the Purchase Agreement with respect to the
Mortgage Loans, the terms of this Agreement shall control.

                  13. Capitalized terms used in this Agreement (including the
exhibits hereto) but not defined in this Agreement shall have the meanings given
to such terms in the Purchase Agreement.


                            [SIGNATURE PAGE FOLLOWS]



                                      -4-
<PAGE>




                  IN WITNESS WHEREOF, the parties have caused this Agreement to
be executed by their duly authorized officers as of the date first above
written.


                                    GREENWICH CAPITAL FINANCIAL PRODUCTS, INC.


                                    By:   _____________________________________
                                    Name:
                                    Title:


                                    FINANCIAL ASSET SECURITIES CORP.


                                    By:   _____________________________________
                                    Name:
                                    Title:


                                    FINANCE AMERICA, LLC


                                    By:   _____________________________________
                                    Name:
                                    Title:



                                      -5-
<PAGE>



                                    EXHIBIT A

                             Mortgage Loan Schedule




                                      -6-
<PAGE>



                                    EXHIBIT B

              Mortgage Loans with Settlement Date of March 30, 2004




                                      -7-
<PAGE>



                                    EXHIBIT C

              Mortgage Loans with Settlement Date of April 30, 2004





                                      -8-
<PAGE>


                      ASSIGNMENT AND RECOGNITION AGREEMENT

                  THIS ASSIGNMENT AND RECOGNITION AGREEMENT, dated August 6,
2004, ("AGREEMENT") among Greenwich Capital Financial Products, Inc.
("ASSIGNOR"), Financial Asset Securities Corp. ("ASSIGNEE") and Accredited Home
Lenders, Inc. (the "COMPANY"):

                  For and in consideration of the sum of TEN DOLLARS ($10.00)
and other valuable consideration the receipt and sufficiency of which hereby are
acknowledged, and of the mutual covenants herein contained, the parties hereto
hereby agree as follows:

                            ASSIGNMENT AND CONVEYANCE

                  1. The Assignor hereby conveys, sells, grants, transfers and
assigns to the Assignee (x) all of the right, title and interest of the
Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed
as being originated by the Company on the schedule (the "MORTGAGE LOAN
SCHEDULE") attached hereto as Exhibit A (the "MORTGAGE LOANS") and (b) except as
described below, that certain Master Mortgage Loan Purchase and Interim
Servicing Agreement dated as of February 1, 2004, as amended (the "PURCHASE
AGREEMENT"), between the Assignor, as purchaser (the "PURCHASER"), and the
Company, as seller, solely insofar as the Purchase Agreement relates to the
Mortgage Loans and (y) other than as provided below with respect to the
enforcement of representations and warranties, none of the obligations of the
Assignor under the Purchase Agreement.

                  The Assignor specifically reserves and does not assign to the
Assignee hereunder any and all right, title and interest in, to and under and
any obligations of the Assignor with respect to any mortgage loans subject to
the Purchase Agreement which are not the Mortgage Loans set forth on the
Mortgage Loan Schedule and are not the subject of this Agreement.

                           RECOGNITION OF THE COMPANY

                  2. From and after the date hereof, the Company shall and does
hereby recognize that the Assignee will transfer the Mortgage Loans and assign
its rights under the Purchase Agreement (solely to the extent set forth herein)
and this Agreement to Soundview Mortgage Loan Trust 2004-1 (the "TRUST") created
pursuant to a Pooling and Servicing Agreement, dated as of August 1, 2004 (the
"POOLING AGREEMENT"), among the Assignee, HomEq Servicing Corporation and Saxon
Mortgage Services, Inc. as servicers (including their successors in interest and
any successor servicers under the Pooling Agreement, the "Servicers") and
Deutsche Bank National Trust Company, as trustee (including its successors in
interest and any successor trustees under the Pooling Agreement, the "Trustee").
The Company hereby acknowledges and agrees that from and after the date hereof
(i) the Trust will be the owner of the Mortgage Loans, (ii) the Company shall
look solely to the Trust for performance of any obligations of the Assignor
insofar as they relate to the enforcement of the representations, warranties and
covenants with respect to the Mortgage Loans, (iii) the Trust (including the
Trustee, the Trust Administrator and the Servicers acting on the Trust's behalf)
shall have all the rights and remedies available to the Assignor, insofar as
they relate to the Mortgage Loans, under the Purchase Agreement, including,
without limitation, the enforcement of the document delivery requirements and
remedies with respect to breaches of representations and warranties set forth in



<PAGE>

the Purchase Agreement, and shall be entitled to enforce all of the obligations
of the Company thereunder insofar as they relate to the Mortgage Loans, and (iv)
all references to the Purchaser (insofar as they relate to the rights, title and
interest and, with respect to obligations of the Purchaser, only insofar as they
relate to the enforcement of the representations, warranties and covenants of
the Company) or the Custodian under the Purchase Agreement insofar as they
relate to the Mortgage Loans, shall be deemed to refer to the Trust (including
the Trustee, the Trust Administrator and the Servicers acting on the Trust's
behalf). Neither the Company nor the Assignor shall amend or agree to amend,
modify, waiver, or otherwise alter any of the terms or provisions of the
Purchase Agreement which amendment, modification, waiver or other alteration
would in any way affect the Mortgage Loans or the Company's performance under
the Purchase Agreement with respect to the Mortgage Loans without the prior
written consent of the Trustee and the Trust Administrator.

                  REPRESENTATIONS AND WARRANTIES OF THE COMPANY

                  3. The Company warrants and represents to the Assignor, the
Assignee and the Trust as of the date hereof that:

                           (a) The Company is duly organized, validly existing
         and in good standing under the laws of the jurisdiction of its
         incorporation;

                           (b) The Company has full power and authority to
         execute, deliver and perform its obligations under this Agreement and
         has full power and authority to perform its obligations under the
         Purchase Agreement. The execution by the Company of this Agreement is
         in the ordinary course of the Company's business and will not conflict
         with, or result in a breach of, any of the terms, conditions or
         provisions of the Company's charter or bylaws or any legal restriction,
         or any material agreement or instrument to which the Company is now a
         party or by which it is bound, or result in the violation of any law,
         rule, regulation, order, judgment or decree to which the Company or its
         property is subject. The execution, delivery and performance by the
         Company of this Agreement have been duly authorized by all necessary
         corporate action on part of the Company. This Agreement has been duly
         executed and delivered by the Company, and, upon the due authorization,
         execution and delivery by the Assignor and the Assignee, will
         constitute the valid and legally binding obligation of the Company,
         enforceable against the Company in accordance with its terms except as
         enforceability may be limited by bankruptcy, reorganization,
         insolvency, moratorium or other similar laws now or hereafter in effect
         relating to creditors' rights generally, and by general principles of
         equity regardless of whether enforceability is considered in a
         proceeding in equity or at law;

                           (c) No consent, approval, order or authorization of,
         or declaration, filing or registration with, any governmental entity is
         required to be obtained or made by the Company in connection with the
         execution, delivery or performance by the Company of this Agreement
         except as has already been obtained; and

                           (d) There is no action, suit, proceeding or
         investigation pending or threatened against the Company, before any
         court, administrative agency or other



                                      -2-
<PAGE>

         tribunal, which would draw into question the validity of this Agreement
         or the Purchase Agreement, or which, either in any one instance or in
         the aggregate, would result in any material adverse change in the
         ability of the Company to perform its obligations under this Agreement
         or the Purchase Agreement, and the Company is solvent.

                  4. Pursuant to Section 12 of the Purchase Agreement, the
Company hereby represents and warrants, for the benefit of the Assignor, the
Assignee and the Trust, that the representations and warranties set forth in
Sections 7.01 and 7.02 of the Purchase Agreement, are true and correct as of the
date hereof as if such representations and warranties were made on the date
hereof, (a) except that the representation and warranty set forth in Section
7.02(i) shall, for purposes of this Agreement, relate to the Mortgage Loan
Schedule attached hereto; (b) except that the representations and warranties set
forth in Section 7.02(xix), Section 7.02(xxiii), the second sentence of Section
7.02(xxiv), Section 7.02(xxxiv) and Section 7.02(liv) are made as of February
17, 2004 and are re-made as of the date hereof only based on the Company's
knowledge; and (c) subject to any events or circumstances occurring or arising
subsequent to February 17, 2004 under the Purchase Agreement, which events or
circumstances the Company has identified to the Assignor in writing.

                  5. The Assignor hereby makes the following representations and
warranties as of the date hereof:

                           (a) With respect to the representations and
         warranties set forth in Section 7.02(xix), Section 7.02(xxiii), the
         second sentence of Section 7.02(xxiv), Section 7.02(xxxiv) and Section
         7.02(liv), to the best of the Assignor's knowledge, nothing has
         occurred in the period of time since February 17, 2004 to the date
         hereof which would cause such representations and warranties to be
         untrue in any material respect as of the date hereof

                           (b) Each Mortgage Loan at the time it was made
         complied in all material respects with applicable local, state, and
         federal laws, including, but not limited to, all applicable predatory
         and abusive lending laws;

                           (c) None of the mortgage loans are High Cost as
         defined by any applicable predatory and abusive lending laws; and

                           (d) No Mortgage Loan is a high cost loan or a covered
         loan, as applicable (as such terms are defined in Standard & Poor's
         LEVELS Version 5.6 Glossary Revised, Appendix E).

              REMEDIES FOR BREACH OF REPRESENTATIONS AND WARRANTIES



                                      -3-
<PAGE>

                  6. The Company hereby acknowledges and agrees that the
remedies available to the Assignor, the Assignee and the Trust (including the
Trustee and the Servicer acting on the Trust's behalf) in connection with any
breach of the representations and warranties made by the Company set forth in
Sections 3 and 4 hereof shall be as set forth in Subsection 7.03 of the Purchase
Agreement as if they were set forth herein (including without limitation the
repurchase and indemnity obligations set forth therein).

                  The Assignor hereby acknowledges and agrees that the remedies
available to the Assignee and the Trust (including the Trustee, the Trust
Administrator and the Servicers acting on the Trust's behalf) in connection with
any breach of the representations and warranties made by the Assignor set forth
in Section 5 hereof shall be as set forth in Section 2.03 of the Pooling
Agreement as if they were set forth herein.

                                  MISCELLANEOUS

                  7. This Agreement shall be construed in accordance with the
laws of the State of New York, without regard to conflicts of law principles,
and the obligations, rights and remedies of the parties hereunder shall be
determined in accordance with such laws.

                  8. No term or provision of this Agreement may be waived or
modified unless such waiver or modification is in writing and signed by the
party against whom such waiver or modification is sought to be enforced, with
the prior written consent of the Trustee and the Trust Administrator.

                  9. This Agreement shall inure to the benefit of (i) the
successors and assigns of the parties hereto and (ii) the Trust (including the
Trustee, the Trust Administrator and the Servicers acting on the Trust's
behalf). Any entity into which Assignor, Assignee or Company may be merged or
consolidated shall, without the requirement for any further writing, be deemed
Assignor, Assignee or Company, respectively, hereunder.

                  10. Each of this Agreement and the Purchase Agreement shall
survive the conveyance of the Mortgage Loans and the assignment of the Purchase
Agreement (to the extent assigned hereunder) by Assignor to Assignee and by
Assignee to the Trust and nothing contained herein shall supersede or amend the
terms of the Purchase Agreement.

                  11. This Agreement may be executed simultaneously in any
number of counterparts. Each counterpart shall be deemed to be an original and
all such counterparts shall constitute one and the same instrument.

                  12. In the event that any provision of this Agreement
conflicts with any provision of the Purchase Agreement with respect to the
Mortgage Loans, the terms of this Agreement shall control.

                  13. Capitalized terms used in this Agreement (including the
exhibits hereto) but not defined in this Agreement shall have the meanings given
to such terms in the Purchase Agreement.


                            [SIGNATURE PAGE FOLLOWS]



                                      -4-
<PAGE>




                  IN WITNESS WHEREOF, the parties have caused this Agreement to
be executed by their duly authorized officers as of the date first above
written.


                                   GREENWICH CAPITAL FINANCIAL PRODUCTS, INC.


                                   By:   _____________________________________
                                   Name:
                                   Title:


                                   FINANCIAL ASSET SECURITIES CORP.


                                   By:   _____________________________________
                                   Name:
                                   Title:


                                   ACCREDITED HOME LENDERS, INC.


                                   By:   _____________________________________
                                   Name:
                                   Title:



                                      -5-
<PAGE>



                                    EXHIBIT A

                             Mortgage Loan Schedule





                                      -6-
<PAGE>



                      ASSIGNMENT AND RECOGNITION AGREEMENT

                  THIS ASSIGNMENT AND RECOGNITION AGREEMENT, dated August 6,
2004, ("AGREEMENT") among Greenwich Capital Financial Products, Inc.
("ASSIGNOR"), Financial Asset Securities Corp. ("ASSIGNEE"), The CIT
Group/Consumer Finance, Inc. ("CIT"), The CIT Group/Consumer Finance, Inc. (NY)
("CITNY") and The CIT Group/Consumer Finance, Inc. (TN) ("CITTN"; each of CIT,
CITNY and CITTN hereinafter collectively referred to as, the "COMPANY"):

                  For and in consideration of the sum of TEN DOLLARS ($10.00)
and other valuable consideration the receipt and sufficiency of which hereby are
acknowledged, and of the mutual covenants herein contained, the parties hereto
hereby agree as follows:

                            ASSIGNMENT AND CONVEYANCE

                  1. The Assignor hereby conveys, sells, grants, transfers and
assigns to the Assignee (x) all of the right, title and interest of the
Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed
as being originated by the Company on the schedule (the "MORTGAGE LOAN
SCHEDULE") attached hereto as Exhibit A (the "MORTGAGE LOANS") and (b) except as
described below, that certain Master Mortgage Loan Purchase and Interim
Servicing Agreement dated as of May 1, 2004, as amended (the "PURCHASE
AGREEMENT"), between the Assignor, as initial purchaser (the "PURCHASER"), and
the Company, as seller and interim servicer, solely insofar as the Purchase
Agreement relates to the Mortgage Loans and (y) other than as provided below
with respect to the enforcement of representations and warranties, none of the
obligations of the Assignor under the Purchase Agreement.

                  The Assignor specifically reserves and does not assign to the
Assignee hereunder any and all right, title and interest in, to and under and
any obligations of the Assignor with respect to any mortgage loans subject to
the Purchase Agreement which are not the mortgage loans set forth on the
Mortgage Loan Schedule and are not the subject of this Agreement.

                           RECOGNITION OF THE COMPANY

                  2. From and after the date hereof, the Company shall and does
hereby recognize that the Assignee will transfer the Mortgage Loans and assign
its rights under the Purchase Agreement (solely to the extent set forth herein)
and this Agreement to Soundview Mortgage Loan Trust 2004-1 (the "TRUST") created
pursuant to a Pooling and Servicing Agreement, dated as of August 1, 2004 (the
"POOLING AGREEMENT"), among the Assignee, HomEq Servicing Corporation and Saxon
Mortgage Services, Inc. as servicers (including their successors in interest and
any successor servicers under the Pooling Agreement, the "Servicers") and
Deutsche Bank National Trust Company, as trustee (including its successors in
interest and any successor trustees under the Pooling Agreement, the "Trustee").
The Company hereby acknowledges and agrees that from and after the date hereof
(i) the Trust will be the owner of the Mortgage Loans, (ii) the Company shall
look solely to the Trust for performance of any obligations of the Assignor
insofar as they relate to the enforcement of the representations, warranties and
covenants with respect to the Mortgage Loans, (iii) the Trust (including the
Trustee, the Trust Administrator and the Servicers acting on the Trust's behalf)
shall have all the



<PAGE>

rights and remedies available to the Assignor, insofar as they relate to the
Mortgage Loans, under the Purchase Agreement, including, without limitation, the
enforcement of the document delivery requirements and remedies with respect to
breaches of representations and warranties set forth in the Purchase Agreement,
and shall be entitled to enforce all of the obligations of the Company
thereunder insofar as they relate to the Mortgage Loans, and (iv) all references
to the Purchaser (insofar as they relate to the rights, title and interest and,
with respect to obligations of the Purchaser, only insofar as they relate to the
enforcement of the representations, warranties and covenants of the Company) or
the Custodian under the Purchase Agreement insofar as they relate to the
Mortgage Loans, shall be deemed to refer to the Trust (including the Trustee,
the Trust Administrator and the Servicers acting on the Trust's behalf). Neither
the Company nor the Assignor shall amend or agree to amend, modify, waiver, or
otherwise alter any of the terms or provisions of the Purchase Agreement which
amendment, modification, waiver or other alteration would in any way affect the
Mortgage Loans or the Company's performance under the Purchase Agreement with
respect to the Mortgage Loans without the prior written consent of the Trust
Administrator and the Trustee.

                  REPRESENTATIONS AND WARRANTIES OF THE COMPANY

                  3. The Company warrants and represents to the Assignor, the
Assignee and the Trust as of the date hereof that:

                           (a) The Company is duly organized, validly existing
                  and in good standing under the laws of the jurisdiction of its
                  incorporation;

                           (b) The Company has full power and authority to
                  execute, deliver and perform its obligations under this
                  Agreement and has full power and authority to perform its
                  obligations under the Purchase Agreement. The execution by the
                  Company of this Agreement is in the ordinary course of the
                  Company's business and will not conflict with, or result in a
                  breach of, any of the terms, conditions or provisions of the
                  Company's charter or bylaws or any legal restriction, or any
                  material agreement or instrument to which the Company is now a
                  party or by which it is bound, or result in the violation of
                  any law, rule, regulation, order, judgment or decree to which
                  the Company or its property is subject. The execution,
                  delivery and performance by the Company of this Agreement have
                  been duly authorized by all necessary corporate action on part
                  of the Company. This Agreement has been duly executed and
                  delivered by the Company, and, upon the due authorization,
                  execution and delivery by the Assignor and the Assignee, will
                  constitute the valid and legally binding obligation of the
                  Company, enforceable against the Company in accordance with
                  its terms except as enforceability may be limited by
                  bankruptcy, reorganization, insolvency, moratorium or other
                  similar laws now or hereafter in effect relating to creditors'
                  rights generally, and by general principles of equity
                  regardless of whether enforceability is considered in a
                  proceeding in equity or at law;

                           (c) No consent, approval, order or authorization of,
                  or declaration, filing or registration with, any governmental
                  entity is required to be obtained or



                                      -2-
<PAGE>


                  made by the Company in connection with the execution, delivery
                  or performance by the Company of this Agreement; and

                           (d) There is no action, suit, proceeding or
                  investigation pending or threatened against the Company,
                  before any court, administrative agency or other tribunal,
                  which would draw into question the validity of this Agreement
                  or the Purchase Agreement, or which, either in any one
                  instance or in the aggregate, would result in any material
                  adverse change in the ability of the Company to perform its
                  obligations under this Agreement or the Purchase Agreement,
                  and the Company is solvent.

                  4. Pursuant to Section 12 of the Purchase Agreement, the
Company hereby represents and warrants, for the benefit of the Assignor and the
Trust, that the representations and warranties set forth in Sections 7.01 and
7.02 of the Purchase Agreement (except for the representations and warranties
set forth in Sections 7.02(iv), 7.02(v), 7.02(vii), 7.02(viii), 7.02(ix),
7.02(xiv), 7.02(xvii), 7.02(xviii), 7.02(xxi), 7.02(xxiii), 7.02(xxvi),
7.02(xxiv), 7.02(xlii), 7.02(xlv), 7.02(li), 7.02(lxxiii), 7.02(lxxv), the last
clause of 7.02(iii), the last sentence of 7.02(xvi), the second and last
sentences of 7.02(xxiv), and the first clause of 7.02(xxxiv)), are true and
correct as of the date hereof as if such representations and warranties were
made on the date hereof, except that the representation and warranty set forth
in Section 7.02(i) shall, for purposes of this Agreement, relate to the Mortgage
Loan Schedule attached hereto.

                  5. The Assignor hereby makes the following representations and
warranties as of the date hereof:

                           (a) With respect to the representations and
                  warranties set forth in Sections 7.02(iv), 7.02(v), 7.02(vii),
                  7.02(viii), 7.02(ix), 7.02(xiv), 7.02(xvii), 7.02(xviii),
                  7.02(xxi), 7.02(xxiii), 7.02(xxvi), 7.02(xxiv), 7.02(xlii),
                  7.02(xlv), 7.02(li), 7.02(lxxiii), 7.02(lxxv), the last clause
                  of 7.02(iii), the last sentence of 7.02(xvi), the second and
                  last sentences of 7.02(xxiv), and the first clause of
                  7.02(xxxiv)), to the best of the Assignor's knowledge, nothing
                  has occurred in the period of time since the Assignor
                  purchased the Mortgage Loans from the Company to the date
                  hereof which would cause such representations and warranties
                  to be untrue in any material respect as of the date hereof;

                           (b) Each Mortgage Loan at the time it was made
                  complied in all material respects with applicable local,
                  state, and federal laws, including, but not limited to, all
                  applicable predatory and abusive lending laws;

                           (c) None of the mortgage loans are High Cost as
                  defined by any applicable predatory and abusive lending laws;
                  and

                           (d) No Mortgage Loan is a high cost loan or a covered
                  loan, as applicable (as such terms are defined in Standard &
                  Poor's LEVELS Version 5.6 Glossary Revised, Appendix E).

              REMEDIES FOR BREACH OF REPRESENTATIONS AND WARRANTIES



                                      -3-
<PAGE>

                  6. The Company hereby acknowledges and agrees that the
remedies available to the Assignor, the Assignee and the Trust (including the
Trustee, the Trust Administrator and the Servicers acting on the Trust's behalf)
in connection with any breach of the representations and warranties made by the
Company set forth in Sections 3 and 4 hereof shall be as set forth in Subsection
7.03 of the Purchase Agreement as if they were set forth herein (including
without limitation the repurchase and indemnity obligations set forth therein).

                  The Assignor hereby acknowledges and agrees that the remedies
available to the Assignee and the Trust (including the Trustee and the Servicer
acting on the Trust's behalf) in connection with any breach of the
representations and warranties made by the Assignor set forth in Section 5
hereof shall be as set forth in Section 2.03 of the Pooling Agreement as if they
were set forth herein.

                                  MISCELLANEOUS

                  7. This Agreement shall be construed in accordance with the
laws of the State of New York, without regard to conflicts of law principles,
and the obligations, rights and remedies of the parties hereunder shall be
determined in accordance with such laws.

                  8. No term or provision of this Agreement may be waived or
modified unless such waiver or modification is in writing and signed by the
party against whom such waiver or modification is sought to be enforced, with
the prior written consent of the Trustee and the Trust Administrator.

                  9. This Agreement shall inure to the benefit of the Trust
(including the Trustee, the Trust Administrator and the Servicers acting on the
Trust's behalf). Any entity into which Assignor, Assignee or Company may be
merged or consolidated shall, without the requirement for any further writing,
be deemed Assignor, Assignee or Company, respectively, hereunder.

                  10. Each of this Agreement and the Purchase Agreement shall
survive the conveyance of the Mortgage Loans and the assignment of the Purchase
Agreement (to the extent assigned hereunder) by Assignee to the Trust and
nothing contained herein shall supersede or amend the terms of the Purchase
Agreement.

                  11. This Agreement may be executed simultaneously in any
number of counterparts. Each counterpart shall be deemed to be an original and
all such counterparts shall constitute one and the same instrument.

                  12. In the event that any provision of this Agreement
conflicts with any provision of the Purchase Agreement with respect to the
Mortgage Loans, the terms of this Agreement shall control.

                  13. Capitalized terms used in this Agreement (including the
exhibits hereto) but not defined in this Agreement shall have the meanings given
to such terms in the Purchase Agreement.


                            [SIGNATURE PAGE FOLLOWS]



                                      -4-
<PAGE>




                  IN WITNESS WHEREOF, the parties have caused this Agreement to
be executed by their duly authorized officers as of the date first above
written.


                              GREENWICH CAPITAL FINANCIAL PRODUCTS, INC.

                              By:   ______________________________________
                              Name:
                              Title:

                              FINANCIAL ASSET SECURITIES CORP.

                              By:   ______________________________________
                              Name:
                              Title:

                              THE CIT GROUP/CONSUMER FINANCE, INC.

                              By:   ______________________________________
                              Name:
                              Title:

                              THE CIT GROUP/CONSUMER FINANCE, INC. (NY)

                              By:   ______________________________________
                              Name:
                              Title:

                              THE CIT GROUP/CONSUMER FINANCE, INC. (TN)

                              By:   ______________________________________
                              Name:
                              Title:



                                      -5-
<PAGE>



                                    EXHIBIT A

                             Mortgage Loan Schedule





                                      -6-
<PAGE>




                      ASSIGNMENT AND RECOGNITION AGREEMENT

                  THIS ASSIGNMENT AND RECOGNITION AGREEMENT, dated August 6,
2004, ("AGREEMENT") among Greenwich Capital Financial Products, Inc.
("ASSIGNOR"), Financial Asset Securities Corp. ("ASSIGNEE") and Fremont
Investment & Loan (the "COMPANY"):

                  For and in consideration of the sum of TEN DOLLARS ($10.00)
and other valuable consideration the receipt and sufficiency of which hereby are
acknowledged, and of the mutual covenants herein contained, the parties hereto
hereby agree as follows:

                            ASSIGNMENT AND CONVEYANCE

                  1. The Assignor hereby conveys, sells, grants, transfers and
assigns to the Assignee (x) all of the right, title and interest of the
Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed
as being originated by the Company on the schedule (the "MORTGAGE LOAN
SCHEDULE") attached hereto as Exhibit A (the "MORTGAGE LOANS") and (b) except as
described below, that certain Master Mortgage Loan Purchase and Interim
Servicing Agreement dated as of March 1, 2004, as amended (the "PURCHASE
AGREEMENT"), between the Assignor, as initial purchaser (the "PURCHASER"), and
the Company, as seller and interim servicer, solely insofar as the Purchase
Agreement relates to the Mortgage Loans and (y) other than as provided below
with respect to the enforcement of representations and warranties, none of the
obligations of the Assignor under the Purchase Agreement.

                  The Assignor specifically reserves and does not assign to the
Assignee hereunder any and all right, title and interest in, to and under and
any obligations of the Assignor with respect to any mortgage loans subject to
the Purchase Agreement which are not the mortgage loans set forth on the
Mortgage Loan Schedule and are not the subject of this Agreement.

                           RECOGNITION OF THE COMPANY

                  2. From and after the date hereof, the Company shall and does
hereby recognize that the Assignee will transfer the Mortgage Loans and assign
its rights under the Purchase Agreement (solely to the extent set forth herein)
and this Agreement to Soundview Mortgage Loan Trust 2004-1 (the "Trust") created
pursuant to a Pooling and Servicing Agreement, dated as of August 1, 2004 (the
"Pooling Agreement"), among the Assignee, HomEq Servicing Corporation and Saxon
Mortgage Services, Inc. as servicers (including their successors in interest and
any successor servicers under the Pooling Agreement, the "Servicers") and
Deutsche Bank National Trust Company, as trustee (including its successors in
interest and any successor trustees under the Pooling Agreement, the "Trustee").
The Company hereby acknowledges and agrees that from and after the date hereof
(i) the Trust will be the owner of the Mortgage Loans, (ii) the Company shall
look solely to the Trust for performance of any obligations of the Assignor
insofar as they relate to the enforcement of the representations, warranties and
covenants with respect to the Mortgage Loans, (iii) the Trust (including the
Trustee, the Trust Administrator and the Servicers acting on the Trust's behalf)
shall have all the rights and remedies available to the Assignor, insofar as
they relate to the Mortgage Loans, under the Purchase Agreement, including,
without limitation, the enforcement of the document delivery requirements and
remedies with respect to breaches of representations and warranties set forth in



<PAGE>


the Purchase Agreement, and shall be entitled to enforce all of the obligations
of the Company thereunder insofar as they relate to the Mortgage Loans, and (iv)
all references to the Purchaser (insofar as they relate to the rights, title and
interest and, with respect to obligations of the Purchaser, only insofar as they
relate to the enforcement of the representations, warranties and covenants of
the Company) or the Custodian under the Purchase Agreement insofar as they
relate to the Mortgage Loans, shall be deemed to refer to the Trust (including
the Trustee, the Trust Administrator and the Servicers acting on the Trust's
behalf). Neither the Company nor the Assignor shall amend or agree to amend,
modify, waiver, or otherwise alter any of the terms or provisions of the
Purchase Agreement which amendment, modification, waiver or other alteration
would in any way affect the Mortgage Loans or the Company's performance under
the Purchase Agreement with respect to the Mortgage Loans without the prior
written consent of the Trustee and the Trust Administrator.

                  REPRESENTATIONS AND WARRANTIES OF THE COMPANY

                  3. The Company warrants and represents to the Assignor, the
Assignee and the Trust as of the date hereof that:

                           (a) The Company is duly organized, validly existing
         and in good standing under the laws of the jurisdiction of its
         incorporation;

                           (b) The Company has full power and authority to
         execute, deliver and perform its obligations under this Agreement and
         has full power and authority to perform its obligations under the
         Purchase Agreement. The execution by the Company of this Agreement is
         in the ordinary course of the Company's business and will not conflict
         with, or result in a breach of, any of the terms, conditions or
         provisions of the Company's charter or bylaws or any legal restriction,
         or any material agreement or instrument to which the Company is now a
         party or by which it is bound, or result in the violation of any law,
         rule, regulation, order, judgment or decree to which the Company or its
         property is subject. The execution, delivery and performance by the
         Company of this Agreement have been duly authorized by all necessary
         corporate action on part of the Company. This Agreement has been duly
         executed and delivered by the Company, and, upon the due authorization,
         execution and delivery by the Assignor and the Assignee, will
         constitute the valid and legally binding obligation of the Company,
         enforceable against the Company in accordance with its terms except as
         enforceability may be limited by bankruptcy, reorganization,
         insolvency, moratorium or other similar laws now or hereafter in effect
         relating to creditors' rights generally, and by general principles of
         equity regardless of whether enforceability is considered in a
         proceeding in equity or at law;

                           (c) No consent, approval, order or authorization of,
         or declaration, filing or registration with, any governmental entity is
         required to be obtained or made by the Company in connection with the
         execution, delivery or performance by the Company of this Agreement;
         and

                           (d) There is no action, suit, proceeding or
         investigation pending or threatened against the Company, before any
         court, administrative agency or other



                                      -2-
<PAGE>

         tribunal, which would draw into question the validity of this Agreement
         or the Purchase Agreement, or which, either in any one instance or in
         the aggregate, would result in any material adverse change in the
         ability of the Company to perform its obligations under this Agreement
         or the Purchase Agreement, and the Company is solvent.

                  4. Pursuant to Section 12 of the Purchase Agreement, the
Company hereby represents and warrants, for the benefit of the Assignor, the
Assignee and the Trust, that the representations and warranties set forth in
Sections 7.01 and 7.02 of the Purchase Agreement, are true and correct as of
June 30, 2004 as if such representations and warranties were made on such date,
except that the representation and warranty set forth in Section 7.02(a) shall,
for purposes of this Agreement, relate to the Mortgage Loan Schedule attached
hereto and except for the limitations and qualifications set forth on Schedule 1
hereto.

                  5. The Assignor hereby makes the following representations and
warranties as of the date hereof:

                           (a) To the best of the Assignor's knowledge, nothing
         has occurred in the period of time from June 30, 2004 to the date
         hereof which would cause such representation and warranties referred to
         in Section 4 herein to be untrue in any material respect as of the date
         hereof.

                           (b) Each Mortgage Loan at the time it was made
         complied in all material respects with applicable local, state, and
         federal laws, including, but not limited to, all applicable predatory
         and abusive lending laws;

                           (c) None of the mortgage loans are High Cost as
         defined by any applicable predatory and abusive lending laws; and

                           (d) No Mortgage Loan is a high cost loan or a covered
         loan, as applicable (as such terms are defined in Standard & Poor's
         LEVELS Version 5.6 Glossary Revised, Appendix E).

              REMEDIES FOR BREACH OF REPRESENTATIONS AND WARRANTIES

                  6. The Company hereby acknowledges and agrees that the
remedies available to the Assignor, the Assignee and the Trust (including the
Trustee, the Trust Administrator and the Servicers acting on the Trust's behalf)
in connection with any breach of the representations and warranties made by the
Company set forth in Sections 3 and 4 hereof shall be as set forth in Subsection
7.03 of the Purchase Agreement as if they were set forth herein (including
without limitation the repurchase and indemnity obligations set forth therein).

                  The Assignor hereby acknowledges and agrees that the remedies
available to the Assignee and the Trust (including the Trustee, the Trust
Administrator and the Servicers acting on the Trust's behalf) in connection with
any breach of the representations and warranties made by the Assignor set forth
in Section 5 hereof shall be as set forth in Section 2.03 of the Pooling
Agreement as if they were set forth herein.

                                  MISCELLANEOUS



                                      -3-
<PAGE>

                  7. This Agreement shall be construed in accordance with the
laws of the State of New York, without regard to conflicts of law principles,
and the obligations, rights and remedies of the parties hereunder shall be
determined in accordance with such laws.

                  8. No term or provision of this Agreement may be waived or
modified unless such waiver or modification is in writing and signed by the
party against whom such waiver or modification is sought to be enforced, with
the prior written consent of the Trustee and the Trust Administrator.

                  9. This Agreement shall inure to the benefit of (i) the
successors and assigns of the parties hereto and (ii) the Trust (including the
Trustee, the Trust Administrator and the Servicers acting on the Trust's
behalf). Any entity into which Assignor, Assignee or Company may be merged or
consolidated shall, without the requirement for any further writing, be deemed
Assignor, Assignee or Company, respectively, hereunder.

                  10. Each of this Agreement and the Purchase Agreement shall
survive the conveyance of the Mortgage Loans and the assignment of the Purchase
Agreement (to the extent assigned hereunder) by Assignor to Assignee and by
Assignee to the Trust and nothing contained herein shall supersede or amend the
terms of the Purchase Agreement.

                  11. This Agreement may be executed simultaneously in any
number of counterparts. Each counterpart shall be deemed to be an original and
all such counterparts shall constitute one and the same instrument.

                  12. In the event that any provision of this Agreement
conflicts with any provision of the Purchase Agreement with respect to the
Mortgage Loans, the terms of this Agreement shall control.

                  13. Capitalized terms used in this Agreement (including the
exhibits hereto) but not defined in this Agreement shall have the meanings given
to such terms in the Purchase Agreement.


                            [SIGNATURE PAGE FOLLOWS]



                                      -4-
<PAGE>




                  IN WITNESS WHEREOF, the parties have caused this Agreement to
be executed by their duly authorized officers as of the date first above
written.


                                  GREENWICH CAPITAL FINANCIAL PRODUCTS, INC.


                                  By:   ____________________________________
                                  Name:
                                  Title:


                                  FINANCIAL ASSET SECURITIES CORP.


                                  By:   ____________________________________
                                  Name:
                                  Title:


                                  FREMONT INVESTMENT & LOAN


                                  By:   ____________________________________
                                  Name:
                                  Title:



                                      -5-
<PAGE>



                                    EXHIBIT A

                             Mortgage Loan Schedule





                                      -6-
<PAGE>



                                   SCHEDULE 1

                  Limitations on Representations and Warranties





                                      -7-
<PAGE>



                      ASSIGNMENT AND RECOGNITION AGREEMENT

                  THIS ASSIGNMENT AND RECOGNITION AGREEMENT, dated August 6,
2004, ("AGREEMENT") among Greenwich Capital Financial Products, Inc.
("ASSIGNOR"), Financial Asset Securities Corp. ("ASSIGNEE") and Home Star
Mortgage Services, LLC (the "COMPANY"):

                  For and in consideration of the sum of TEN DOLLARS ($10.00)
and other valuable consideration the receipt and sufficiency of which hereby are
acknowledged, and of the mutual covenants herein contained, the parties hereto
hereby agree as follows:

                            ASSIGNMENT AND CONVEYANCE

                  1. The Assignor hereby conveys, sells, grants, transfers and
assigns to the Assignee (x) all of the right, title and interest of the
Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed
as being originated by the Company on the schedule (the "MORTGAGE LOAN
SCHEDULE") attached hereto as Exhibit A (the "MORTGAGE LOANS") and (b) except as
described below, that certain Master Mortgage Loan Purchase and Interim
Servicing Agreement dated as of February 1, 2003, as amended (the "PURCHASE
AGREEMENT"), between the Assignor, as initial purchaser (the "PURCHASER"), and
the Company, as seller and interim servicer, solely insofar as the Purchase
Agreement relates to the Mortgage Loans and (y) other than as provided below
with respect to the enforcement of representations and warranties, none of the
obligations of the Assignor under the Purchase Agreement.

                  The Assignor specifically reserves and does not assign to the
Assignee hereunder any and all right, title and interest in, to and under and
any obligations of the Assignor with respect to any mortgage loans subject to
the Purchase Agreement which are not the Mortgage Loans set forth on the
Mortgage Loan Schedule and are not the subject of this Agreement.

                           RECOGNITION OF THE COMPANY

                  2. From and after the date hereof, the Company shall and does
hereby recognize that the Assignee will transfer the Mortgage Loans and assign
its rights under the Purchase Agreement (solely to the extent set forth herein)
and this Agreement to Soundview Mortgage Loan Trust 2004-1 (the "TRUST") created
pursuant to a Pooling and Servicing Agreement, dated as of August 1, 2004 (the
"POOLING AGREEMENT"), among the Assignee, HomEq Servicing Corporation and Saxon
Mortgage Services, Inc. as servicers (including their successors in interest and
any successor servicers under the Pooling Agreement, the "Servicers") and
Deutsche Bank National Trust Company, as trustee (including its successors in
interest and any successor trustees under the Pooling Agreement, the "Trustee").
The Company hereby acknowledges and agrees that from and after the date hereof
(i) the Trust will be the owner of the Mortgage Loans, (ii) the Company shall
look solely to the Trust for performance of any obligations of the Assignor
insofar as they relate to the enforcement of the representations, warranties and
covenants with respect to the Mortgage Loans, (iii) the Trust (including the
Trustee, the Trust Administrator and the Servicers acting on the Trust's behalf)
shall have all the rights and remedies available to the Assignor, insofar as
they relate to the Mortgage Loans, under the Purchase Agreement, including,
without limitation, the enforcement of the document delivery requirements and
remedies with respect to breaches of representations and warranties set forth in



<PAGE>

the Purchase Agreement, and shall be entitled to enforce all of the obligations
of the Company thereunder insofar as they relate to the Mortgage Loans, and (iv)
all references to the Purchaser (insofar as they relate to the rights, title and
interest and, with respect to obligations of the Purchaser, only insofar as they
relate to the enforcement of the representations, warranties and covenants of
the Company) or the Custodian under the Purchase Agreement insofar as they
relate to the Mortgage Loans, shall be deemed to refer to the Trust (including
the Trustee, the Trust Administrator and the Servicers acting on the Trust's
behalf). Neither the Company nor the Assignor shall amend or agree to amend,
modify, waiver, or otherwise alter any of the terms or provisions of the
Purchase Agreement which amendment, modification, waiver or other alteration
would in any way affect the Mortgage Loans or the Company's performance under
the Purchase Agreement with respect to the Mortgage Loans without the prior
written consent of the Trustee and the Trust Administrator.

                  REPRESENTATIONS AND WARRANTIES OF THE COMPANY

                  3. The Company warrants and represents to the Assignor, the
Assignee and the Trust as of the date hereof that:


                           (a) The Company is duly organized, validly existing
         and in good standing under the laws of the jurisdiction of its
         incorporation;

                           (b) The Company has full power and authority to
         execute, deliver and perform its obligations under this Agreement and
         has full power and authority to perform its obligations under the
         Purchase Agreement. The execution by the Company of this Agreement is
         in the ordinary course of the Company's business and will not conflict
         with, or result in a breach of, any of the terms, conditions or
         provisions of the Company's charter or bylaws or any legal restriction,
         or any material agreement or instrument to which the Company is now a
         party or by which it is bound, or result in the violation of any law,
         rule, regulation, order, judgment or decree to which the Company or its
         property is subject. The execution, delivery and performance by the
         Company of this Agreement have been duly authorized by all necessary
         corporate action on part of the Company. This Agreement has been duly
         executed and delivered by the Company, and, upon the due authorization,
         execution and delivery by the Assignor and the Assignee, will
         constitute the valid and legally binding obligation of the Company,
         enforceable against the Company in accordance with its terms except as
         enforceability may be limited by bankruptcy, reorganization,
         insolvency, moratorium or other similar laws now or hereafter in effect
         relating to creditors' rights generally, and by general principles of
         equity regardless of whether enforceability is considered in a
         proceeding in equity or at law;

                           (c) No consent, approval, order or authorization of,
         or declaration, filing or registration with, any governmental entity is
         required to be obtained or made by the Company in connection with the
         execution, delivery or performance by the Company of this Agreement;
         and

                           (d) There is no action, suit, proceeding or
         investigation pending or



                                      -2-
<PAGE>


         threatened against the Company, before any court, administrative agency
         or other tribunal, which would draw into question the validity of this
         Agreement or the Purchase Agreement, or which, either in any one
         instance or in the aggregate, would result in any material adverse
         change in the ability of the Company to perform its obligations under
         this Agreement or the Purchase Agreement, and the Company is solvent.

                  4. Pursuant to Section 12 of the Purchase Agreement, the
Company hereby represents and warrants, for the benefit of the Assignor, the
Assignee and the Trust, that the representations and warranties set forth in
Sections 7.01 and 7.02 of the Purchase Agreement, are true and correct as of the
date hereof as if such representations and warranties were made on the date
hereof, except that the representation and warranty set forth in Section 7.02(a)
shall, for purposes of this Agreement, relate to the Mortgage Loan Schedule
attached hereto.

                  5. The Assignor hereby makes the following representations and
warranties as of the date hereof:

                           (a) Each Mortgage Loan at the time it was made
         complied in all material respects with applicable local, state, and
         federal laws, including, but not limited to, all applicable predatory
         and abusive lending laws;

                           (b) None of the mortgage loans are High Cost as
         defined by any applicable predatory and abusive lending laws; and

                           (c) No Mortgage Loan is a high cost loan or a covered
         loan, as applicable (as such terms are defined in Standard & Poor's
         LEVELS Version 5.6 Glossary Revised, Appendix E).

              REMEDIES FOR BREACH OF REPRESENTATIONS AND WARRANTIES

                  6. The Company hereby acknowledges and agrees that the
remedies available to the Assignor, the Assignee and the Trust (including the
Trustee, the Trust Administrator and the Servicers acting on the Trust's behalf)
in connection with any breach of the representations and warranties made by the
Company set forth in Sections 3 and 4 hereof shall be as set forth in Subsection
7.03 of the Purchase Agreement as if they were set forth herein (including
without limitation the repurchase and indemnity obligations set forth therein);
provided, however, with respect to any representation of the Company which
materially and adversely affects the interests of any Prepayment Charge, the
Company shall pay the amount of the scheduled Prepayment Charge by remitting
such amount to the Servicers for deposit into the Collection Account in respect
of such Prepayment Charge.

                  The Assignor hereby acknowledges and agrees that the remedies
available to the Assignee and the Trust (including the Trustee, the Trust
Administrator and the Servicers acting on the Trust's behalf) in connection with
any breach of the representations and warranties made by the Assignor set forth
in Section 5 hereof shall be as set forth in Section 2.03 of the Pooling
Agreement as if they were set forth herein.

                                  MISCELLANEOUS



                                      -3-
<PAGE>

                  7. This Agreement shall be construed in accordance with the
laws of the State of New York, without regard to conflicts of law principles,
and the obligations, rights and remedies of the parties hereunder shall be
determined in accordance with such laws.

                  8. No term or provision of this Agreement may be waived or
modified unless such waiver or modification is in writing and signed by the
party against whom such waiver or modification is sought to be enforced, with
the prior written consent of the Trustee and the Trust Administrator.

                  9. This Agreement shall inure to the benefit of (i) the
successors and assigns of the parties hereto and (ii) the Trust (including the
Trustee, the Trust Administrator and the Servicers acting on the Trust's
behalf). Any entity into which Assignor, Assignee or Company may be merged or
consolidated shall, without the requirement for any further writing, be deemed
Assignor, Assignee or Company, respectively, hereunder.

                  10. Each of this Agreement and the Purchase Agreement shall
survive the conveyance of the Mortgage Loans and the assignment of the Purchase
Agreement (to the extent assigned hereunder) by Assignor to Assignee and by
Assignee to the Trust and nothing contained herein shall supersede or amend the
terms of the Purchase Agreement.

                  11. This Agreement may be executed simultaneously in any
number of counterparts. Each counterpart shall be deemed to be an original and
all such counterparts shall constitute one and the same instrument.

                  12. In the event that any provision of this Agreement
conflicts with any provision of the Purchase Agreement with respect to the
Mortgage Loans, the terms of this Agreement shall control.

                  13. Capitalized terms used in this Agreement (including the
exhibits hereto) but not defined in this Agreement shall have the meanings given
to such terms in the Purchase Agreement.


                            [SIGNATURE PAGE FOLLOWS]



                                      -4-
<PAGE>




                  IN WITNESS WHEREOF, the parties have caused this Agreement to
be executed by their duly authorized officers as of the date first above
written.


                                     GREENWICH CAPITAL FINANCIAL PRODUCTS, INC.


                                     By:   ____________________________________
                                     Name:
                                     Title:


                                     FINANCIAL ASSET SECURITIES CORP.


                                     By:   ____________________________________
                                     Name:
                                     Title:


                                     HOME STAR MORTGAGE SERVICES, LLC


                                     By:   ____________________________________
                                     Name:
                                     Title:



                                      -5-
<PAGE>


                                    EXHIBIT A

                             Mortgage Loan Schedule





                                      -6-
<PAGE>



                                    EXHIBIT D

                         FORM OF MORTGAGE LOAN SCHEDULE

                                (Filed By Paper)




                                       D-1

<PAGE>



                                    EXHIBIT E

                        REQUEST FOR RELEASE OF DOCUMENTS


To:      Deutsche Bank National Trust Company
         1761 East St. Andrew Place
         Santa Ana, California  92705-4934

                  Re:      Pooling and Servicing Agreement (the "Pooling and
                           Servicing Agreement"), dated as of August 1, 2004
                           among Financial Asset Securities Corp., as Depositor,
                           HomEq Servicing Corporation and Saxon Mortgage
                           Services, Inc., as Servicers and Deutsche Bank
                           National Trust Company, as Trustee with respect to
                           Soundview Home Loan Trust 2004-1, Asset-Backed
                           Certificates, Series 2004-1
                           ---------------------------

                  In connection with the administration of the Mortgage Loans
held by you as Trustee pursuant to the above-captioned Pooling and Servicing
Agreement, we request the release, and hereby acknowledge receipt of the
Trustee's Mortgage File Or 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

_________2.       Foreclosure

_________3.       Substitution

_________4.       Other Liquidation (Repurchases, etc.)

_________5.       Nonliquidation Reason:_____________________

Address to which Trustee should deliver the Trustee's Mortgage File:
_______________________________________________________________________________
_______________________________________________________________________________




                                       E-1

<PAGE>



                                       By:_____________________________________
                                                  (authorized signer)

                                       Issuer:_________________________________

                                       Address:________________________________
                                       ________________________________________

                                       Date:___________________________________


Trustee
-------

Deutsche Bank National Trust Company

         Please acknowledge the execution of the above request by your signature
and date below:

         ____________________________                         __________________
         Signature                                            Date

         Documents returned to Trustee:

         ______________________________                       __________________
         Trustee                                              Date



                                       E-2

<PAGE>



                                   EXHIBIT F-1

                     FORM OF TRUSTEE'S INITIAL CERTIFICATION

                                                 ___________ __, 2004



Financial Asset Securities Corp.          HomEq Servicing Corporation
600 Steamboat Road                        4837 Watt Avenue
Greenwich, Connecticut 06830              North Highlands, California 95660-5101

Saxon Mortgage Services, Inc.
4708 Mercantile Drive North
Fort Worth, TX 76137-3605

                  Re:      Pooling and Servicing Agreement (the "Pooling and
                           Servicing Agreement"), dated as of August 1, 2004
                           among Financial Asset Securities Corp., as Depositor,
                           HomEq Servicing Corporation and Saxon Mortgage
                           Services, Inc., as Servicers and Deutsche Bank
                           National Trust Company, as Trustee with respect to
                           Soundview Home Loan Trust 2004-1, Asset-Backed
                           Certificates, Series 2004-1
                           ----------------------------------------------

Ladies and Gentlemen:

                  Attached is the Trustee's preliminary exception report
delivered in accordance with Section 2.02 of the referenced Pooling and
Servicing Agreement (the "Pooling and Servicing Agreement"). Capitalized terms
used but not otherwise defined herein shall have the meanings set forth in the
Pooling and Servicing Agreement.

                  With respect to each Mortgage Loan, (i) all documents required
to be delivered to it pursuant to Section 2.01 of the Pooling and Servicing
Agreement are in its possession, (ii) such documents have been reviewed by it
and have not been mutilated, damaged or torn and appear on their face to relate
to such Mortgage Loan and (iii) based on its examination and only as to the
foregoing, the information set forth in the Mortgage Loan Schedule that
corresponds to items (1) and (3) of the Mortgage Loan Schedule accurately
reflects information set forth in the Mortgage File.

                  The Trustee has made no independent examination of any
documents contained in each Mortgage File beyond the review specifically
required in the Pooling and Servicing Agreement. The Trustee makes no
representations as to (i) the validity, legality, sufficiency, enforceability or
genuineness of any of the documents contained in the Mortgage File pertaining to
the Mortgage Loans identified on the Mortgage Loan Schedule, (ii) the
collectability, insurability, effectiveness or suitability of any such Mortgage
Loan or (iii) whether any Mortgage File includes any of the documents specified
in clause (v) of Section 2.01 of the Pooling and Servicing Agreement.

                                      DEUTSCHE BANK NATIONAL TRUST COMPANY


                                      By:_________________________________
                                      Name:
                                      Title:



                                      F-1-1

<PAGE>



                                   EXHIBIT F-2

                      FORM OF TRUSTEE'S FINAL CERTIFICATION

                                                       ________________
                                                             [Date]



Financial Asset Securities Corp.         HomEq Servicing Corporation
600 Steamboat Road                       4837 Watt Avenue
Greenwich, Connecticut 06830             North Highlands, California 95660-5101

Saxon Mortgage Services, Inc.
4708 Mercantile Drive North
Fort Worth, TX 76137-3605

                  Re:      Pooling and Servicing Agreement (the "Pooling and
                           Servicing Agreement"), dated as of August 1, 2004
                           among Financial Asset Securities Corp., as Depositor,
                           HomEq Servicing Corporation and Saxon Mortgage
                           Services, Inc., as Servicers and Deutsche Bank
                           National Trust Company, as Trustee with respect to
                           Soundview Home Loan Trust 2004-1, Asset-Backed
                           Certificates, Series 2004-1
                           ---------------------------


Ladies and Gentlemen:

                  In accordance with Section 2.02 of the Pooling and Servicing
Agreement, the undersigned, as Trustee, hereby certifies that as to each
Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage loan
paid in full or listed on Schedule I hereto) it (or its custodian) has received
the applicable documents listed in Section 2.01 of the Pooling and Servicing
Agreement.

                  The undersigned hereby certifies that as to each Mortgage Loan
identified on the Mortgage Loan Schedule, other than any Mortgage Loan listed on
Schedule I hereto, it has reviewed the documents listed above and has determined
that each such document appears to be complete.

                  Capitalized words and phrases used herein shall have the
respective meanings assigned to them in the Pooling and Servicing Agreement.
This Certificate is qualified in all respects by the terms of said Pooling and
Servicing Agreement.

                                     DEUTSCHE BANK NATIONAL TRUST COMPANY, as
                                     Trustee


                                     By:_____________________________________
                                     Name:
                                     Title:



                                      F-2-1

<PAGE>



                                   EXHIBIT F-3

                        FORM OF RECEIPT OF MORTGAGE NOTE


Financial Asset Securities Corp.
600 Steamboat Road
Greenwich, Connecticut 06830

                  Re:      Soundview Home Loan Trust 2004-1,
                           Asset-Backed Certificates Series 2004-1
                           ---------------------------------------

Ladies and Gentlemen:

                  Pursuant to Section 2.01 of the Pooling and Servicing
Agreement (the "Pooling and Servicing Agreement"), dated as of August 1, 2004,
among Financial Asset Securities Corp., as Depositor, HomEq Servicing
Corporation and Saxon Mortgage Services, Inc., as Servicers and Deutsche Bank
National Trust Company, as Trustee, we hereby acknowledge the receipt of the
original Mortgage Notes (a copy of which is attached hereto as Exhibit 1) with
any exceptions thereto listed on Exhibit 2.

                                DEUTSCHE BANK NATIONAL TRUST COMPANY, as
                                Trustee


                                By:_____________________________________
                                Name:
                                Title:



                                      F-3-1

<PAGE>



                                   EXHIBIT F-4

                     FORM OF DELAYED DELIVERY CERTIFICATION

                             Available Upon Request




                                      F-3-2

<PAGE>



                                    EXHIBIT G

                         FORM OF COMPLIANCE CERTIFICATE

Soundview Home Loan Trust 2004-1

Asset-Backed Certificates, Series 2004-1

                  I, _____________________, hereby certify that I am a duly
appointed __________________________ of [Saxon Mortgage Services, Inc.][HomEq
Servicing Corporation] (the "Servicer"), and further certify as follows:

                  1. This certification is being made pursuant to the terms of
the Pooling and Servicing Agreement, dated as of August 1, 2004, (the
"Agreement"), among Financial Asset Securities Corp., as depositor, HomEq
Servicing Corporation and Saxon Mortgage Services, Inc., as servicer and
Deutsche Bank National Trust Company, as trustee.

                  2. I have reviewed the activities of the Servicer during the
preceding year and the Servicer's performance under the Agreement and to the
best of my knowledge, based on such review, the Servicer has fulfilled all of
its obligations under the Agreement throughout the year.

                  Capitalized terms not otherwise defined herein have the
meanings set forth in the Agreement.


Dated: _____________




                                       G-1

<PAGE>



                                    EXHIBIT H

                           FORM OF LOST NOTE AFFIDAVIT
                           ---------------------------

                  Personally appeared before me the undersigned authority to
administer oaths, __________________ who first being duly sworn deposes and
says: Deponent is __________________________ of ____________________________,
successor by merger to _________________________ ("Seller") and who has personal
knowledge of the facts set out in this affidavit.

                  On _________________________________,
_________________________________ did execute and deliver a promissory note in
the principal amount of $____________________.

                  That said note has been misplaced or lost through causes
unknown and is presently lost and unavailable after diligent search has been
made. Seller's records show that an amount of principal and interest on said
note is still presently outstanding, due, and unpaid, and Seller is still owner
and holder in due course of said lost note.

                  Seller executes this Affidavit for the purpose of inducing
Deutsche Bank National Trust Company, as trustee on behalf of Soundview Home
Loan Trust 2004-1, Asset-Backed Certificates Series 2004-1, to accept the
transfer of the above described loan from Seller.

                  Seller agrees to indemnify Deutsche Bank National Trust
Company and Financial Asset Securities Corp. harmless for any losses incurred by
such parties resulting from the above described promissory note has been lost or
misplaced.

                                                     By:_______________________





                                       H-1

<PAGE>



STATE OF             )
                     )   SS:
COUNTY OF            )

         On this ______ day of ______________, 20_, before me, a Notary Public,
in and for said County and State, appeared , who acknowledged the extension of
the foregoing and who, having been duly sworn, states that any representations
therein contained are true.

         Witness my hand and Notarial Seal this _________ day of 20__.

____________________________
____________________________
My commission expires __________________________.



                                       H-2

<PAGE>



                                    EXHIBIT I

                                   [Reserved]





                                       I-1

<PAGE>



                                    EXHIBIT J

                    FORM OF INVESTMENT LETTER [NON-RULE 144A]

                                                      [DATE]

Financial Asset Securities Corp.
600 Steamboat Road
Greenwich, Connecticut 06830

Deutsche Bank National Trust Company
1761 East St. Andrew Place
Santa Ana, California  92705-4934

                  Re:      Soundview Home Loan Trust 2004-1,
                           Asset-Backed Certificates Series 2004-1
                           ---------------------------------------

Ladies and Gentlemen:

                  In connection with our acquisition of the above-captioned
Certificates, we certify that (a) we understand that the Certificates are not
being registered under the Securities Act of 1933, as amended (the "Act"), or
any state securities laws and are being transferred to us in a transaction that
is exempt from the registration requirements of the Act and any such laws, (b)
we are an "accredited investor," as defined in Regulation D under the Act, and
have such knowledge and experience in financial and business matters that we are
capable of evaluating the merits and risks of investments in the Certificates,
(c) we have had the opportunity to ask questions of and receive answers from the
Depositor concerning the purchase of the Certificates and all matters relating
thereto or any additional information deemed necessary to our decision to
purchase the Certificates, (d) we are not an employee benefit plan that is
subject to the Employee Retirement Income Security Act of 1974, as amended, or a
plan that is subject to Section 4975 of the Internal Revenue Code of 1986, as
amended, nor are we acting on behalf of any such plan, (e) we are acquiring the
Certificates for investment for our own account and not with a view to any
distribution of such Certificates (but without prejudice to our right at all
times to sell or otherwise dispose of the Certificates in accordance with clause
(g) below), (f) we have not offered or sold any Certificates to, or solicited
offers to buy any Certificates from, any person, or otherwise approached or
negotiated with any person with respect thereto, or taken any other action which
would result in a violation of Section 5 of the Act, and (g) we will not sell,
transfer or otherwise dispose of any Certificates unless (1) such sale, transfer
or other disposition is made pursuant to an effective registration statement
under the Act or is exempt from such registration requirements, and if
requested, we will at our expense provide an opinion of counsel satisfactory to
the addressees of this Certificate that such sale, transfer or other disposition
may be made pursuant to an exemption from the Act, (2) the purchaser or
transferee of such Certificate has executed and delivered to you a certificate
to substantially the same effect as this certificate, and (3) the purchaser or
transferee has otherwise complied with any conditions for transfer set forth in
the Pooling and Servicing Agreement.

                                    Very truly yours,

                                    [NAME OF TRANSFEREE]

                                    By:_____________________________________
                                             Authorized Officer



                                       J-1

<PAGE>



                       FORM OF RULE 144A INVESTMENT LETTER

                                                        [DATE]

Financial Asset Securities Corp.
600 Steamboat Road
Greenwich, Connecticut 06830

Deutsche Bank National Trust Company
1761 East St. Andrew Place
Santa Ana, California  92705-4934

                  Re:      Soundview Home Loan Trust 2004-1,
                           Asset-Backed Certificates Series 2004-1
                           ---------------------------------------

Ladies and Gentlemen:

                  In connection with our acquisition of the above Certificates
we certify that (a) we understand that the Certificates are not being registered
under the Securities Act of 1933, as amended (the "Act"), or any state
securities laws and are being transferred to us in a transaction that is exempt
from the registration requirements of the Act and any such laws, (b) we have had
the opportunity to ask questions of and receive answers from the Depositor
concerning the purchase of the Certificates and all matters relating thereto or
any additional information deemed necessary to our decision to purchase the
Certificates, (c) we are not an employee benefit plan that is subject to the
Employee Retirement Income Security Act of 1974, as amended, or a plan that is
subject to Section 4975 of the Internal Revenue Code of 1986, as amended, nor
are we acting on behalf of any such plan, (d) we have not, nor has anyone acting
on our behalf offered, transferred, pledged, sold or otherwise disposed of the
Certificates, any interest in the Certificates or any other similar security to,
or solicited any offer to buy or accept a transfer, pledge or other disposition
of the Certificates, any interest in the Certificates or any other similar
security from, or otherwise approached or negotiated with respect to the
Certificates, any interest in the Certificates or any other similar security
with, any person in e Securities Act or require registration pursuant thereto,
nor will act, nor has authorized or will authorize any person to act, in such
manner with respect to the Certificates, (e) we are a "qualified institutional
buyer" as that term is defined in Rule 144A under the Securities Act and have
completed either of the forms of certification to that effect attached hereto as
Annex 1 or Annex 2. We are aware that the sale to us is being made in reliance
on Rule 144A. We are acquiring the Certificates for our own account or for
resale pursuant to Rule 144A and further, understand that such Certificates may
be resold, pledged or transferred only (i) to a person reasonably believed to be
a qualified institutional buyer that purchases for its own account or for the
account of a qualified institutional buyer to whom notice is given that the
resale, pledge or transfer is being made in reliance on Rule 144A, or (ii)
pursuant to another exemption from registration under the Securities Act.

                                   Very truly yours,

                                   [NAME OF TRANSFEREE]


                                   By:____________________________________
                                              Authorized Officer



                                       J-2

<PAGE>



                                                            ANNEX 1 TO EXHIBIT J
                                                            --------------------

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
            --------------------------------------------------------


          [For Transferees Other Than Registered Investment Companies]

                  The undersigned (the "Buyer") hereby certifies as follows to
the parties listed in the Rule 144A Transferee Certificate to which this
certification relates with respect to the Certificates described therein:

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

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

                  ___________ CORPORATION, ETC. The Buyer is a corporation
                  (other than a bank, savings and loan association or similar
                  institution), Massachusetts or similar business trust,
                  partnership, or charitable organization described in Section
                  501(c)(3) of the Internal Revenue Code of 1986, as amended.

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

                  ___________ SAVINGS AND loan association or equivalent
                  institution and (b) has an audited net worth of at least
                  $25,000,000 as demonstrated in its latest annual financial
                  statements, a copy of which is attached hereto.

                  ___________ BROKER-DEALER. The Buyer is a dealer registered
                  pursuant to Section 15 of the Securities Exchange Act of 1934.

                  ___________ INSURANCE COMPANY. The Buyer is an insurance
                  company whose primary and predominant business activity is the
                  writing of insurance or the reinsuring of risks underwritten
                  by insurance companies and which is subject to supervision by
                  the insurance commissioner or a similar official or agency of
                  a State, territory or the District of Columbia.

----------------
1        Buyer must own and/or invest on a discretionary basis at least
         $100,000,000 in securities unless Buyer is a dealer, and, in that case,
         Buyer must own and/or invest on a discretionary basis at least
         $10,000,000 in securities.


                                       J-3

<PAGE>



                  ___________ STATE OR LOCAL PLAN. The Buyer is a plan
                  established and maintained by a State, its political
                  subdivisions, or any agency or instrumentality of the State or
                  its political subdivisions, for the benefit of its employees.

                  ___________ ERISA PLAN. The Buyer is an employee benefit plan
                  within the meaning of Title I of the Employee Retirement
                  Income Security Act of 1974.

                  ___________ INVESTMENT ADVISOR. The Buyer is an investment
                  advisor registered under the Investment Advisors Act of 1940.

                  ___________ SMALL BUSINESS INVESTMENT COMPANY. Buyer is a
                  small business investment company licensed by the U.S. Small
                  Business Administration under Section 301(c) or (d) of the
                  Small Business Investment Act of 1958.

                  ___________ BUSINESS DEVELOPMENT COMPANY. Buyer is a business
                  development company as defined in Section 202(a)(22) of the
                  Investment Advisors Act of 1940.

                  3. The term "SECURITIES" as used herein DOES NOT INCLUDE (i)
securities of issuers that are affiliated with the Buyer, (ii) securities that
are part of an unsold allotment to or subscription by the Buyer, if the Buyer is
a dealer, (iii) securities issued or guaranteed by the U.S. or any
instrumentality thereof, (iv) bank deposit notes and certificates of deposit (v)
loan participations, (vi) repurchase agreements, (vii) securities owned but
subject to a repurchase agreement and (viii) currency, interest rate and
commodity swaps.

                  4. For purposes of determining the aggregate amount of
securities owned and/or invested on a discretionary basis by the Buyer, the
Buyer used the cost of such securities to the Buyer and did not include any of
the securities referred to in the preceding paragraph, except (i) where the
Buyer reports its securities holdings in its financial statements on the basis
of their market value, and (ii) no current information with respect to the cost
of those securities has been published. If clause (ii) in the preceding sentence
applies, the securities may be valued at market. Further, in determining such
aggregate amount, the Buyer may have included securities owned by subsidiaries
of the Buyer, but only if such subsidiaries are consolidated with the Buyer in
its financial statements prepared in accordance with generally accepted
accounting principles and if the investments of such subsidiaries are managed
under the Buyer's direction. However, such securities were not included if the
Buyer is a majority-owned, consolidated subsidiary of another enterprise and the
Buyer is not itself a reporting company under the Securities Exchange Act of
1934, as amended.

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

                  6. Until the date of purchase of the Rule 144A Securities, the
Buyer will notify each of the parties to which this certification is made of any
changes in the information and conclusions herein. Until such notice is given,
the Buyer's purchase of the Certificates will constitute a reaffirmation of this
certification as of the date of such purchase. In addition, if the Buyer is a
bank or savings and loan is provided above, the Buyer agrees that it will
furnish to such parties updated annual financial statements promptly after they
become available.




                                       J-4

<PAGE>



                                        _______________________________________
                                                  Print Name of Buyer

                                        By:____________________________________
                                        Name:
                                        Title:

                                        Date:__________________________________



                                       J-5

<PAGE>



                                                            ANNEX 2 TO EXHIBIT J
                                                            --------------------

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
            --------------------------------------------------------

           [For Transferees That are Registered Investment Companies]

                  The undersigned (the "Buyer") hereby certifies as follows to
the parties listed in the Rule 144A Transferee Certificate to which this
certification relates with respect to the Certificates described therein:

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

                  2. In connection with purchases by Buyer, the Buyer is a
"qualified institutional buyer" as defined in SEC Rule 144A because (i) the
Buyer is an investment company registered under the Investment Company Act of
1940, as amended and (ii) as marked below, the Buyer alone, or the Buyer's
Family of Investment Companies, owned at least $100,000,000 in securities (other
than the excluded securities referred to below) as of the end of the Buyer's
most recent fiscal year. For purposes of determining the amount of securities
owned by the Buyer or the Buyer's Family of Investment Companies, the cost of
such securities was used, except (i) where the Buyer or the Buyers Family of
Investment Companies reports its securities holdings in its financial statements
on the basis of their market value, and (ii) no current information with respect
to the cost of those securities has been published. If clause (ii) in the
preceding sentence applies, the securities may be valued at market.

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

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

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

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

                  5. The Buyer is familiar with Rule 144A and understands that
the parties listed in the Rule 144A Transferee Certificate to which this
certification relates are relying and will continue to rely on the statements
made herein because one or more sales to the Buyer will be in reliance on Rule
144A. In addition, the Buyer will only purchase for the Buyer's own account.



                                       J-6

<PAGE>



                  6. Until the date of purchase of the Certificates, the
undersigned will notify the parties listed in the Rule 144A Transferee
Certificate to which this certification relates of any changes in the
information and conclusions herein. Until such notice is given, the Buyer's
purchase of the Certificates will constitute a reaffirmation of this
certification by the undersigned as of the date of such purchase.


                                          _____________________________________
                                          Print Name of Buyer or Adviser

                                          By:__________________________________
                                          Name:
                                          Title:

                                          IF AN ADVISER:

                                          _____________________________________
                                          Print Name of Buyer


                                          Date:________________________________



                                       J-7

<PAGE>



                                    EXHIBIT K

              FORM OF TRANSFER AFFIDAVIT FOR RESIDUAL CERTIFICATES


STATE OF          )
                  ) ss.:
COUNTY OF         )

                  The undersigned, being first duly sworn, deposes and says as
follows:

                  1. The undersigned is an officer of , the proposed Transferee
of an Ownership Interest in Class [R][R-X] Certificates (the "Certificate")
issued pursuant to the Pooling and Servicing Agreement (the "Agreement"),
relating to the above-referenced Certificates and dated as of August 1, 2004,
among Financial Asset Securities Corp., as Depositor, HomEq Servicing
Corporation and Saxon Mortgage Services, Inc., as Servicers (the "Servicers")
and Deutsche Bank National Trust Company, as Trustee (the "Trustee").
Capitalized terms used, but not defined herein shall have the meanings ascribed
to such terms in the Agreement. The Transferee has authorized the undersigned to
make this affidavit on behalf of the Transferee.

                  2. The Transferee is, as of the date hereof and will be, as of
the date of the Transfer, a Permitted Transferee. The Transferee is acquiring
its Ownership Interest in the Certificate either (i) for its own account or (ii)
as nominee, trustee or agent for another Person and has attached hereto an
affidavit from such Person in substantially the same form as this affidavit. The
Transferee has no knowledge that any such affidavit is false.

                  3. The Transferee has been advised of, and understands that
(i) a tax will be imposed on Transfers of the Certificate to Persons that are
not Permitted Transferees; (ii) such tax will be imposed on the transferor, or,
if such Transfer is through an agent (which includes a broker, nominee or
middleman) to a Person that is not a Permitted Transferee, on the agent; and
(iii) the Person otherwise liable for the tax shall be relieved of liability for
the tax if the subsequent Transferee furnished to such Person an affidavit that
such subsequent Transferee is a Permitted Transferee and, at the time of
Transfer, such Person does not have actual knowledge that the affidavit is
false.

                  4. The Transferee has been advised of, and understands that a
tax will be imposed on a "pass-through entity" holding the Certificate if at any
time during the taxable year of the pass- through entity a Person that is not a
Permitted Transferee is the record holder of an interest in such entity. The
Transferee understands that such tax will not be imposed for any period with
respect to which the record holder furnishes to the pass-through entity an
affidavit that such record holder is a Permitted Transferee and the pass-through
entity does not have actual knowledge that such affidavit is false. (For this
purpose, a "pass-through entity" includes a regulated investment company, a real
estate investment trust or common trust fund, a partnership, trust or estate,
and certain cooperatives and, except as may be provided in Treasury Regulations,
persons holding interests in pass-through entities as a nominee for another
Person).

                  5. The Transferee has reviewed the provisions of Section
5.02(d) of the Agreement and understands the legal consequences of the
acquisition of an Ownership Interest in the Certificate including, without
limitation, the restrictions on subsequent Transfers and the provisions
regarding voiding the Transfer and mandatory sales. The Transferee expressly
agrees to be bound by and to abide by the provisions of Section 5.02(d) of the
Agreement and the restrictions noted on the face of


                                       K-1

<PAGE>



the Certificate. The Transferee understands and agrees that any breach of any of
the representations included herein shall render the Transfer to the Transferee
contemplated hereby null and void.

                  6. The Transferee agrees to require a Transfer Affidavit from
any Person to whom the Transferee attempts to Transfer its Ownership Interest in
the Certificate, and in connection with any Transfer by a Person for whom the
Transferee is acting as nominee, trustee or agent, and the Transferee will not
Transfer its Ownership Interest or cause any Ownership Interest to be
Transferred to any Person that the Transferee knows is not a Permitted
Transferee. In connection with any such Transfer by the Transferee, the
Transferee agrees to deliver to the Trustee a certificate substantially in the
form set forth as Exhibit K to the Agreement (a "Transferor Certificate") to the
effect that such Transferee has no actual knowledge that the Person to which the
Transfer is to be made is not a Permitted Transferee.

                  7. The Transferee does not have the intention to impede the
assessment or collection of any tax legally required to be paid with respect to
the Certificate.

                  8. The Transferee's taxpayer identification number is
_____________.

                  9. The Transferee is a U.S. Person as defined in Code Section
7701-(a)(30).

                  10. The Transferee is aware that the Certificate may be a
"noneconomic residual interest" within the meaning of proposed Treasury
regulations promulgated pursuant to the Code and that the transferor of a
noneconomic residual interest will remain liable for any taxes due with respect
to the income on such residual interest, unless no significant purpose of the
transfer was to impede the assessment or collection of tax.

                  11. The Transferee is not an employee benefit plan that is
subject to ERISA or a plan that is subject to Section 4975 of the Code, nor is
it acting on behalf of such a plan.




                                       K-2

<PAGE>



                  IN WITNESS WHEREOF, the Transferee has caused this instrument
to be executed on its behalf, pursuant to authority of its Board of Directors,
by its duly authorized officer and its corporate seal to be hereunto affixed,
duly attested, this ___ day of __________, ___.

                                            [NAME OF TRANSFEREE]

                                            By:________________________________
                                            Name:
                                            Title:

[Corporate Seal]

ATTEST:

__________________________
[Assistant] Secretary

                  Personally appeared before me the above-named , known or
proved to me to be the same person who executed the foregoing instrument and to
be the of the Transferee, and acknowledged that he executed the same as his free
act and deed and the free act and deed of the Transferee.

         Subscribed and sworn before me this __ day of _______, ___.


                               ________________________________________________
                                                 NOTARY PUBLIC

                               My Commission expires the ____ day of ____, ___.




                                       K-3

<PAGE>



                                    EXHIBIT L

                         FORM OF TRANSFEROR CERTIFICATE

                                                         [DATE]

Financial Asset Securities Corp.
600 Steamboat Road
Greenwich, Connecticut 06830

                  Re:      Soundview Home Loan Trust 2004-1,
                           Asset-Backed Certificates Series 2004-1
                           ---------------------------------------

Ladies and Gentlemen:

                  In connection with our disposition of the above Certificates
we certify that (a) we understand that the Certificates have not been registered
under the Securities Act of 1933, as amended (the "Act"), and are being disposed
by us in a transaction that is exempt from the registration requirements of the
Act, (b) we have not offered or sold any Certificates to, or solicited offers to
buy any Certificates from, any person, or otherwise approached or negotiated
with any person with respect thereto, in a manner that would be deemed, or taken
any other action which would result in, a violation of Section 5 of the Act, (c)
to the extent we are disposing of a Class [ ] Certificate, we have no knowledge
the Transferee is not a Permitted Transferee and (d) no purpose of the proposed
disposition of a Class [ ] Certificate is to impede the assessment or collection
of tax.

                                      Very truly yours,

                                      TRANSFEROR

                                      By:______________________________________
                                      Name:
                                      Title:



                                       L-1

<PAGE>



                                    EXHIBIT M

                       FORM OF ERISA REPRESENTATION LETTER

                                                    _____________, 20__


Financial Asset Securities Corp.         Deutsche Bank National Trust Company
600 Steamboat Road                       1761 East St. Andrew Place
Greenwich, Connecticut 06830             Santa Ana, California  92705-4934

                  Re:      Soundview Home Loan Trust 2004-1,
                           Asset-Backed Certificates Series 2004-1
                           ---------------------------------------
Dear Sirs:

                  _______________________ (the "Transferee") intends to acquire
from _____________________ (the "Transferor") $____________ Initial Certificate
Principal Balance Soundview Home Loan Trust 2004-1, Asset-Backed Certificates
Series 2004-1, Class [C][P][R][R-X] (the "Certificates"), issued pursuant to a
Pooling and Servicing Agreement (the "Pooling and Servicing Agreement") dated as
of August 1, 2004 among Financial Asset Securities Corp. as depositor (the
"Depositor"), HomEq Servicing Corporation and Saxon Mortgage Services, Inc. as
Servicers (the "Servicers") and Deutsche Bank National Trust Company as trustee
(the "Trustee"). Capitalized terms used herein and not otherwise defined shall
have the meanings assigned thereto in the Pooling and Servicing Agreement. The
Transferee hereby certifies, represents and warrants to, and covenants with the
Depositor, the Trustee and the Servicers the following:

                  The Certificates (i) are not being acquired by, and will not
be transferred to, any employee benefit plan within the meaning of section 3(3)
of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or
other retirement arrangement, including individual retirement accounts and
annuities, Keogh plans and bank collective investment funds and insurance
company general or separate accounts in which such plans, accounts or
arrangements are invested, that is subject to Section 406 of ERISA or Section
4975 of the Internal Revenue Code of 1986 (the "Code") (any of the foregoing, a
"Plan"), (ii) are not being acquired with "plan assets" of a Plan within the
meaning of the Department of Labor ("DOL") regulation, 29 C.F.R.ss.2510.3-101,
and (iii) will not be transferred to any entity that is deemed to be investing
in plan assets within the meaning of the DOL regulation at 29 C.F.R.ss.
2510.3-101.

                                        Very truly yours,

                                        [Transferee]

                                        By:____________________________________
                                        Name:
                                        Title:



                                       M-1

<PAGE>



                                   EXHIBIT N-1

        FORM CERTIFICATION TO BE PROVIDED BY THE DEPOSITOR WITH FORM 10-K

                  Re:      Soundview Home Loan Trust 2004-1
                           Asset Backed Certificates, Series 2004-1
                           ----------------------------------------

         I, [identify the certifying individual], certify that:

                  1. I have reviewed this annual report on Form 10-K, and all
reports on Form 8-K containing distribution or servicing reports filed in
respect of periods included in the year covered by this annual report, of
[identify issuer (i.e., the name of the specific deal to which this
certification relates rather than just the name of the Depositor)];

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

                  3. Based on my knowledge, the distribution or servicing
information required to be provided to the trustee by the servicers under the
pooling and servicing , or similar, agreement, for inclusion in these reports is
included in these reports;

                  4. Based on my knowledge and upon the annual compliance
statement included in the report and required to be delivered to the trustee in
accordance with the terms of the pooling and servicing, or similar, agreement,
and except as disclosed in the reports, the servicers have fulfilled its
obligations under the servicing agreement; and

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

                  In giving the certifications above, I have reasonably relied
on information provided to me by the following unaffiliated parties: [Trustee]
and/or [Servicers].



                                  FINANCIAL ASSET SECURITIES CORP.

                                  By:____________________________________
                                  Name:
                                  Title:
                                  Date:


                                      N-1-1

<PAGE>



                                   EXHIBIT N-2

                            FORM CERTIFICATION TO BE
                      PROVIDED TO DEPOSITOR BY THE TRUSTEE


                  Re:      Soundview Home Loan Trust 2004-1 (the "Trust")
                           Asset-Backed Certificates, Series 2004-1
                           ----------------------------------------

                  I, [identify the certifying individual], a [title] of Deutsche
Bank National Trust Company, as Trustee of the Trust, hereby certify to
Financial Asset Securities Corp. (the "Depositor"), and its officers, directors
and affiliates, and with the knowledge and intent that they will rely upon this
certification, that:

                  1. I have reviewed the annual report on Form 10-K for the
fiscal year [___], and all reports on Form 8-K containing distribution reports
filed in respect of periods included in the year covered by that annual report,
of the Depositor relating to the above-referenced trust;

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

                  3. 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.

                  Capitalized terms used but not defined herein have the
meanings ascribed to them in the Pooling and Servicing Agreement, dated August
1, 2004 (the "Pooling and Servicing Agreement"), among the Depositor, HomEq
Servicing Corporation and Saxon Mortgage Services, Inc. as Servicers and
Deutsche Bank National Trust Company as trustee.

                                  DEUTSCHE BANK NATIONAL TRUST COMPANY,
                                  as Trustee


                                  By:__________________________________
                                  Name:
                                  Title:
                                  Date:




                                      N-2-1

<PAGE>



                                   EXHIBIT N-3

                            FORM CERTIFICATION TO BE
                     PROVIDED TO DEPOSITOR BY THE SERVICERS

                  Re:      Soundview Home Loan Trust 2004-1
                           Asset Backed Certificates, Series 2004-1
                           ----------------------------------------

                  I, [identify the certifying individual], certify to Financial
Asset Securities Corp. (the "Depositor"), the Trustee and their respective
officers, directors and affiliates, and with the knowledge and intent that they
will rely upon this certification, that:

                  1. I have reviewed the information provided to the Trustee by
the [HomEq Servicing Corporation][Saxon Mortgage Services, Inc.] pursuant to the
Pooling and Servicing Agreement (the "Servicing Information");

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

                  3. Based on my knowledge, the Servicing Information required
to be provided to the Trustee by the Servicer has been provided as required
under the Pooling and Servicing Agreement;

                  4. I am responsible for reviewing the activities performed by
the [HomEq Servicing Corporation] [Saxon Mortgage Services, Inc.] under the
Pooling and Servicing Agreement and based upon the review required under the
Pooling and Servicing Agreement, and except as disclosed to the Depositor and
the Trustee, [HomEq Servicing Corporation] [Saxon Mortgage Services, Inc.] has
fulfilled its obligations under the Pooling and Servicing Agreement; and

                  5. [HomEq Servicing Corporation][Saxon Mortgage Services,
Inc.] has disclosed to [HomEq Servicing Corporation's] [Saxon Mortgage Services,
Inc.'s] certified public accountants and the Depositor all significant
deficiencies relating to [HomEq Servicing Corporation] [Saxon Mortgage Services,
Inc.] compliance with the minimum servicing standards in accordance with a
review conducted in compliance with the Uniform Single Attestation Program for
Mortgage Bankers or similar standard as set forth in the Pooling and Servicing
Agreement.

                  Capitalized terms used but not defined herein have the
meanings ascribed to them in the Pooling and Servicing Agreement, dated August
1, 2004 (the "Pooling and Servicing Agreement"), among the Depositor, HomEq
Servicing Corporation and Saxon Mortgage Services, Inc. as Servicers and
Deutsche Bank National Trust Company as trustee.

                                            [HOMEQ SERVICING CORPORATION][SAXON
                                            MORTGAGE SERVICES, INC.]


                                            By:____________________________
                                            Name:
                                            Title:
                                            Date:



                                      N-3-1

<PAGE>




                                    EXHIBIT O

                              FORM OF CAP CONTRACT

                             Available Upon Request





<PAGE>



                                   SCHEDULE I

                           PREPAYMENT CHARGE SCHEDULE

                             Available Upon Request






<PAGE>


                                   SCHEDULE II

                         DELAYED DELIVERY MORTGAGE LOANS

                             Available Upon Request